# UNITED	STATES

# SECURITIES	AND	EXCHANGE	COMMISSION

# (Mark	One)

# X ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF THE	SECURITIES	EXCHANGE	ACT	OF	1934

# For	the	Fiscal	Year	Ended	December	31,	2008

# TRANSITION	REPORT	PURSUANT	TO	SECTION	13

# OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

# Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

Entergy	Mississippi,	Inc.

Mortgage	Bonds,	6.0%	Series	due	November 2032

Mortgage	Bonds,	7.25%	Series	due	December 2032

# New	York	Stock	Exchange,	Inc.

# Securities	registered	pursuant	to	Section	12(g)	of	the	Act:

Entergy	Gulf	States	Louisiana,	L.L.C. Common	Membership	Interests Entergy	Mississippi,	Inc. Preferred	Stock,	Cumulative,	$100	Par	Value Entergy	New	Orleans,	Inc. Preferred	Stock,	Cumulative,	$100	Par	Value

Entergy	Texas,	Inc. Common	Stock,	no	par	value

Indicate	by	check	mark	if	the	registrants	are	well-known	seasoned	issuers,	as	defined	in	Rule	405	of	the	Securities	Act.

Indicate	by	check	mark	if	the	registrants	are	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act.

Indicate	by	check	mark	whether	the	registrants	(1)	have	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act of	1934	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrants	were	required	to	file	such	reports),	and	(2)	have	been	subject to	such	filing	requirements	for	the	past	90	days.	Yes	þ	No	o

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	is	not	contained	herein,	and	will	not	be	contained, to	the	best	of	the	registrants'	knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any amendment	to	this	Form	10-K.	[	]

Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	or	a	smaller	reporting company.	See	definitions	of	"accelerated	filer,"	"large	accelerated	filer,"	and	"smaller	reporting	company"	in	Rule	12b-2	of	the	Securities	Exchange Act	of	1934.

Indicate	by	check	mark	whether	the	registrants	are	shell	companies	(as	defined	in	Rule	12b-2	of	the	Act.)	Yes	o	No	þ

System	Energy	Resources	meets	the	requirements	set	forth	in	General	Instruction	I(1)	of	Form	10-K	and	is	therefore	filing	this	Form	10-K	with reduced	disclosure	as	allowed	in	General	Instruction	I(2).	System	Energy	Resources	is	reducing	its	disclosure	by	not	including	Part	III,	Items	10 through	13	in	its	Form	10-K.

The	aggregate	market	value	of	Entergy	Corporation	Common	Stock,	$0.01	Par	Value,	held	by	non-affiliates	as	of	the	end	of	the	second	quarter	of 2008,	was	$23.0	billion	based	on	the	reported	last	sale	price	of	$120.48	per	share	for	such	stock	on	the	New	York	Stock	Exchange	on	June	30, 2008.	Entergy	Corporation	is	the	sole	holder	of	the	common	stock	of	Entergy	Arkansas,	Inc.,	Entergy	Mississippi,	Inc.,	Entergy	New	Orleans,	Inc., Entergy	Texas,	 Inc.,	 and	 System	 Energy	 Resources,	 Inc.	Entergy	Corporation	 is	 the	sole	holder	of	 the	common	stock	of	Entergy	Louisiana Holdings,	Inc.,	which	is	the	sole	holder	of	the	common	membership	interests	in	Entergy	Louisiana,	LLC.	Entergy	Corporation	is	the	sole	holder	of the	common	stock	of	EGS	Holdings,	Inc.,	which	is	the	sole	holder	of	the	common	membership	interests	in	Entergy	Gulf	States	Louisiana,	L.L.C.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Portions	of	the	Proxy	Statement	of	Entergy	Corporation	to	be	filed	in	connection	with	its	Annual	Meeting	of	Stockholders,	to	be	held	May	8,	2009, are	incorporated	by	reference	into	Part	III	hereof.

# TABLE	OF	CONTENTS

| Definitions |  | i |
| :--- | :--- | :--- |
| Entergy's\tBusiness | Part\tI.\tItem\t1. | 1 |
| \t\t\tFinancial\tInformation\tfor\tUtility\tand\tNon-Utility\tNuclear |  | 2 |
| \t\t\tStrategy |  | 3 |
| Report\tof\tManagement |  | 4 |
| Entergy\tCorporation\tand\tSubsidiaries |  |  |
| \t\t\tManagement's\tFinancial\tDiscussion\tand\tAnalysis | Part\tII.\tItem\t7. | 5 |
| \t\t\t\t\t\tPlan\tto\tPursue\tSeparation\tof\tNon-Utility\tNuclear |  | 5 |
| \t\t\t\t\t\tHurricane\tGustav\tand\tHurricane\tIke |  | 8 |
| \t\t\t\t\t\tEntergy\tArkansas\tJanuary\t2009\tIce\tStorm |  | 9 |
| \t\t\t\t\t\tEntergy\tNew\tOrleans\tBankruptcy |  | 10 |
| \t\t\t\t\t\tResults\tof\tOperations |  | 10 |
| \t\t\t\t\t\tLiquidity\tand\tCapital\tResources |  | 20 |
| \t\t\t\t\t\tRate,\tCost-recovery,\tand\tOther\tRegulation |  | 34 |
| \t\t\t\t\t\tMarket\tand\tCredit\tRisk\tSensitive\tInstruments |  | 47 |
| \t\t\t\t\t\tCritical\tAccounting\tEstimates |  | 49 |
| \t\t\t\t\t\tNew\tAccounting\tPronouncements |  | 55 |
| \t\t\tSelected\tFinancial\tData\t-\tFive-Year\tComparison | Part\tII.\tItem\t6. | 57 |
| \t\t\tReport\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 58 |
| \t\t\tConsolidated\tStatements\tof\tIncome\tFor\tthe\tYears\tEnded\tDecember\t31, | Part\tII.\tItem\t8. | 59 |
| 2008, |  |  |
| \t\t\t\t\t2007,\tand\t2006 |  |  |
| \t\t\tConsolidated\tStatements\tof\tCash\tFlows\tFor\tthe\tYears\tEnded\tDecember\t31, | Part\tII.\tItem\t8. | 60 |
| \t\t\t\t\t2008,\t2007,\tand\t2006 |  |  |
| \t\t\tConsolidated\tBalance\tSheets,\tDecember\t31,\t2008\tand\t2007 | Part\tII.\tItem\t8. | 62 |
| \t\t\tConsolidated\tStatements\tof\tRetained\tEarnings,\tComprehensive\tIncome,\tand | Part\tII.\tItem\t8. | 64 |
| \t\t\t\t\tPaid-in\tCapital\tfor\tthe\tYears\tEnded\tDecember\t31,\t2008,\t2007,\tand\t2006 |  |  |
| Notes\tto\tFinancial\tStatements | Part\tII.\tItem\t8. | 65 |
| \t\t\tUtility | Part\tI.\tItem\t1. |  |
| \t\t\t\t\t\tCustomers |  | 188 |
| \t\t\t\t\t\tElectric\tEnergy\tSales |  | 188 |
| \t\t\t\t\t\tRetail\tRate\tRegulation |  | 190 |
| \t\t\t\t\t\tProperty\tand\tOther\tGeneration\tResources |  | 196 |
| \t\t\t\t\t\tFuel\tSupply |  | 201 |
| \t\t\t\t\t\tFederal\tRegulation\tof\tthe\tUtility |  | 204 |
| \t\t\t\t\t\tService\tCompanies |  | 207 |
| \t\t\t\t\t\tJurisdictional\tSeparation\tof\tEntergy\tGulf\tStates,\tInc.\tinto\tEntergy\tGulf |  | 207 |
| States |  |  |
| \t\t\t\t\t\t\t\tLouisiana\tand\tEntergy\tTexas |  |  |
| \t\t\t\t\t\tEntergy\tLouisiana\tCorporate\tRestructuring |  | 209 |
| \t\t\t\t\t\tEarnings\tRatios\tof\tRegistrant\tSubsidiaries |  | 210 |
| \t\t\tNon-Utility\tNuclear | Part\tI.\tItem\t1. | 210 |
| \t\t\t\t\t\tProperty |  | 210 |
| \t\t\t\t\t\tEnergy\tand\tCapacity\tSales |  | 212 |
| \t\t\t\t\t\tFuel\tSupply |  | 213 |
| \t\t\t\t\t\tOther\tBusiness\tActivities |  | 213 |
| \t\t\tNon-Nuclear\tWholesale\tAssets\tBusiness | Part\tI.\tItem\t1. | 214 |
| \t\t\tProperty |  | 214 |
| \t\t\tEntergy-Koch,\tL.P. | Part\tI.\tItem\t1. | 214 |
| \t\t\tRegulation\tof\tEntergy's\tBusiness | Part\tI.\tItem\t1. | 215 |
| \t\t\t\t\t\tEnergy\tPolicy\tAct\tof\t2005 |  | 215 |
| \t\t\t\t\t\tFederal\tPower\tAct |  | 216 |
| \t\t\t\t\t\tState\tRegulation |  | 216 |
| \t\t\t\t\t\tRegulation\tof\tthe\tNuclear\tPower\tIndustry |  | 217 |

| Unresolved	Staff	Comments | Part	I.	Item	1B. | None |
| :--- | :--- | :--- |
| Entergy\tArkansas,\tInc. |  |  |
| \t\t\tManagement's\tFinancial\tDiscussion\tand\tAnalysis | Part\tII.\tItem\t7. | 250 |
| \t\t\t\t\t\tResults\tof\tOperations |  | 250 |
| \t\t\t\t\t\tLiquidity\tand\tCapital\tResources |  | 253 |
| \t\t\t\t\t\tState\tand\tLocal\tRate\tRegulation |  | 257 |
| \t\t\t\t\t\tFederal\tRegulation |  | 260 |
| \t\t\t\t\t\tUtility\tRestructuring |  | 261 |
| \t\t\t\t\t\tNuclear\tMatters |  | 261 |
| \t\t\t\t\t\tEnvironmental\tRisks |  | 261 |
| \t\t\t\t\t\tCritical\tAccounting\tEstimates |  | 261 |
| \t\t\t\t\t\tNew\tAccounting\tPronouncements |  | 263 |
| \t\t\tReport\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 264 |
| \t\t\tIncome\tStatements\tFor\tthe\tYears\tEnded\tDecember\t31,\t2008,\t2007,\tand | Part\tII.\tItem\t8. | 265 |
| 2006 |  |  |
| \t\t\tStatements\tof\tCash\tFlows\tFor\tthe\tYears\tEnded\tDecember\t31,\t2008,\t2007, | Part\tII.\tItem\t8. | 267 |
| \t\t\t\t\tand\t2006 |  |  |
| \t\t\tBalance\tSheets,\tDecember\t31,\t2008\tand\t2007 | Part\tII.\tItem\t8. | 268 |
| \t\t\tStatements\tof\tRetained\tEarnings\tfor\tthe\tYears\tEnded\tDecember\t31,\t2008, | Part\tII.\tItem\t8. | 270 |
| \t\t\t\t\t2007,\tand\t2006 |  |  |
| \t\t\tSelected\tFinancial\tData\t-\tFive-Year\tComparison | Part\tII.\tItem\t6. | 271 |
| Entergy\tGulf\tStates\tLouisiana,\tL.L.C. |  |  |
| \t\t\tManagement's\tFinancial\tDiscussion\tand\tAnalysis | Part\tII.\tItem\t7. | 272 |
| \t\t\t\t\t\t\tJurisdictional\tSeparation\tof\tEntergy\tGulf\tStates,\tInc.\tinto\tEntergy |  | 272 |
| \t\t\t\t\t\t\tGulf\tStates\tLouisiana\tand\tEntergy\tTexas |  |  |
| \t\t\t\t\t\tHurricane\tGustav\tand\tHurricane\tIke |  | 273 |
| \t\t\t\t\t\tResults\tof\tOperations |  | 274 |
| \t\t\t\t\t\tLiquidity\tand\tCapital\tResources |  | 278 |
| \t\t\t\t\t\tState\tand\tLocal\tRate\tRegulation |  | 283 |
| \t\t\t\t\t\tFederal\tRegulation |  | 285 |
| \t\t\t\t\t\tIndustrial\tand\tCommercial\tCustomers |  | 285 |
| \t\t\t\t\t\tNuclear\tMatters |  | 286 |
| \t\t\t\t\t\tEnvironmental\tRisks |  | 286 |
| \t\t\t\t\t\tCritical\tAccounting\tEstimates |  | 286 |
| \t\t\t\t\t\tNew\tAccounting\tPronouncements |  | 288 |
| \t\t\tReport\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 289 |
| \t\t\tIncome\tStatements\tFor\tthe\tYears\tEnded\tDecember\t31,\t2008,\t2007,\tand | Part\tII.\tItem\t8. | 290 |
| 2006 |  |  |
| \t\t\tStatements\tof\tCash\tFlows\tFor\tthe\tYears\tEnded\tDecember\t31,\t2008,\t2007, | Part\tII.\tItem\t8. | 291 |
| \t\t\t\t\tand\t2006 |  |  |
| \t\t\tBalance\tSheets,\tDecember\t31,\t2008\tand\t2007 | Part\tII.\tItem\t8. | 292 |
| \t\t\tStatements\tof\tMembers'\tEquity\tand\tComprehensive\tIncome\tfor\tthe\tYears | Part\tII.\tItem\t8. | 294 |
| \t\t\t\t\tEnded\tDecember\t31,\t2008,\t2007,\tand\t2006 |  |  |
| \t\t\tSelected\tFinancial\tData\t-\tFive-Year\tComparison | Part\tII.\tItem\t6. | 295 |
| Entergy\tLouisiana,\tLLC |  |  |
| \t\t\tManagement's\tFinancial\tDiscussion\tand\tAnalysis | Part\tII.\tItem\t7. | 296 |
| \t\t\t\t\t\tHurricane\tGustav\tand\tHurricane\tIke |  | 296 |
| \t\t\t\t\t\tResults\tof\tOperations |  | 296 |
| \t\t\t\t\t\tLiquidity\tand\tCapital\tResources |  | 300 |
| \t\t\t\t\t\tState\tand\tLocal\tRate\tRegulation |  | 306 |
| \t\t\t\t\t\tFederal\tRegulation |  | 308 |
| \t\t\t\t\t\tUtility\tRestructuring |  | 308 |
| \t\t\t\t\t\tIndustrial\tand\tCommercial\tCustomers |  | 309 |
| \t\t\t\t\t\tNuclear\tMatters |  | 309 |
| \t\t\t\t\t\tEnvironmental\tRisks |  | 309 |
| \t\t\t\t\t\tCritical\tAccounting\tEstimates |  | 309 |
| \t\t\t\t\t\tNew\tAccounting\tPronouncements |  | 311 |
| \t\t\tReport\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 312 |
| \t\t\tIncome\tStatements\tFor\tthe\tYears\tEnded\tDecember\t31,\t2008,\t2007,\tand | Part\tII.\tItem\t8. | 313 |
| 2006 |  |  |
| \t\t\tStatements\tof\tCash\tFlows\tFor\tthe\tYears\tEnded\tDecember\t31,\t2008,\t2007, | Part\tII.\tItem\t8. | 315 |
| \t\t\t\t\tand\t2006 |  |  |
| \t\t\tBalance\tSheets,\tDecember\t31,\t2008\tand\t2007 | Part\tII.\tItem\t8. | 316 |
| \t\t\tStatements\tof\tMembers'\tEquity\tand\tComprehensive\tIncome\tfor\tthe\tYears | Part\tII.\tItem\t8. | 318 |
| \t\t\t\t\tEnded\tDecember\t31,\t2008,\t2007,\tand\t2006 |  |  |
| \t\t\tSelected\tFinancial\tData\t-\tFive-Year\tComparison | Part\tII.\tItem\t6. | 319 |

| Management's	Financial	Discussion	and	Analysis | Part	II.	Item	7. | 320 |
| :--- | :--- | :--- |
| \t\t\t\t\t\tResults\tof\tOperations |  | 320 |
| \t\t\t\t\t\tHurricane\tKatrina\tand\tStorm\tCosts\tRecovery\tFiling |  | 323 |
| \t\t\t\t\t\tLiquidity\tand\tCapital\tResources |  | 324 |
| \t\t\t\t\t\tState\tand\tLocal\tRate\tRegulation |  | 327 |
| \t\t\t\t\t\tFederal\tRegulation |  | 329 |
| \t\t\t\t\t\tUtility\tRestructuring |  | 329 |
| \t\t\t\t\t\tCritical\tAccounting\tEstimates |  | 329 |
| \t\t\t\t\t\tNew\tAccounting\tPronouncements |  | 330 |
| \t\t\tReport\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 331 |
| \t\t\tIncome\tStatements\tFor\tthe\tYears\tEnded\tDecember\t31,\t2008,\t2007,\tand | Part\tII.\tItem\t8. | 332 |
| 2006 |  |  |
| \t\t\tStatements\tof\tCash\tFlows\tFor\tthe\tYears\tEnded\tDecember\t31,\t2008,\t2007, | Part\tII.\tItem\t8. | 333 |
| \t\t\t\t\tand\t2006 |  |  |
| \t\t\tBalance\tSheets,\tDecember\t31,\t2008\tand\t2007 | Part\tII.\tItem\t8. | 334 |
| \t\t\tStatements\tof\tRetained\tEarnings\tfor\tthe\tYears\tEnded\tDecember\t31,\t2008, | Part\tII.\tItem\t8. | 336 |
| \t\t\t\t\t2007,\tand\t2006 |  |  |
| \t\t\tSelected\tFinancial\tData\t-\tFive-Year\tComparison | Part\tII.\tItem\t6. | 337 |
| Entergy\tNew\tOrleans,\tInc. |  |  |
| \t\t\tManagement's\tFinancial\tDiscussion\tand\tAnalysis | Part\tII.\tItem\t7. | 338 |
| \t\t\t\t\t\tHurricane\tGustav |  | 338 |
| \t\t\t\t\t\tResults\tof\tOperations |  | 338 |
| \t\t\t\t\t\tHurricane\tKatrina |  | 341 |
| \t\t\t\t\t\tBankruptcy\tProceedings |  | 342 |
| \t\t\t\t\t\tLiquidity\tand\tCapital\tResources |  | 343 |
| \t\t\t\t\t\tState\tand\tLocal\tRate\tRegulation |  | 347 |
| \t\t\t\t\t\tFederal\tRegulation |  | 348 |
| \t\t\t\t\t\tEnvironmental\tRisks |  | 348 |
| \t\t\t\t\t\tCritical\tAccounting\tEstimates |  | 348 |
| \t\t\t\t\t\tNew\tAccounting\tPronouncements |  | 349 |
| \t\t\tReport\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 350 |
| \t\t\tIncome\tStatements\tFor\tthe\tYears\tEnded\tDecember\t31,\t2008,\t2007,\tand | Part\tII.\tItem\t8. | 351 |
| \t\t\t\t\t2006 |  |  |
| \t\t\tStatements\tof\tCash\tFlows\tFor\tthe\tYears\tEnded\tDecember\t31,\t2008,\t2007, | Part\tII.\tItem\t8. | 353 |
| \t\t\t\t\tand\t2006 |  |  |
| \t\t\tBalance\tSheets,\tDecember\t31,\t2008\tand\t2007 | Part\tII.\tItem\t8. | 354 |
| \t\t\tStatements\tof\tRetained\tEarnings\tfor\tthe\tYears\tEnded\tDecember\t31,\t2008, | Part\tII.\tItem\t8. | 356 |
| \t\t\t\t\t2007,\tand\t2006 |  |  |
| \t\t\tSelected\tFinancial\tData\t-\tFive-Year\tComparison | Part\tII.\tItem\t6. | 357 |
| Entergy\tTexas,\tInc. |  |  |
| \t\t\tManagement's\tFinancial\tDiscussion\tand\tAnalysis | Part\tII.\tItem\t7. | 358 |
| \t\t\t\t\t\t\tJurisdictional\tSeparation\tof\tEntergy\tGulf\tStates,\tInc.\tinto\tEntergy\n\t\t\t\t\t\t\t\tGulf\tStates\tLouisiana\tand\tEntergy\tTexas |  | 358 |
| \t\t\t\t\t\tHurricane\tIke |  | 359 |
| \t\t\t\t\t\tResults\tof\tOperations |  | 359 |
| \t\t\t\t\t\tLiquidity\tand\tCapital\tResources |  | 363 |
| \t\t\t\t\t\tTransition\tto\tRetail\tCompetition\tin\tTexas |  | 367 |
| \t\t\t\t\t\tState\tand\tLocal\tRate\tRegulation |  | 369 |
| \t\t\t\t\t\tFederal\tRegulation |  | 371 |
| \t\t\t\t\t\tIndustrial\tand\tCommercial\tCustomers |  | 371 |
| \t\t\t\t\t\tEnvironmental\tRisks |  | 371 |
| \t\t\t\t\t\tCritical\tAccounting\tEstimates |  | 371 |
| \t\t\t\t\t\tNew\tAccounting\tPronouncements |  | 373 |
| \t\t\tReport\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 374 |
| \t\t\tConsolidated\tIncome\tStatements\tFor\tthe\tYears\tEnded\tDecember\t31,\t2008, | Part\tII.\tItem\t8. | 375 |
| \t\t\t\t\t2007,\tand\t2006 |  |  |
| \t\t\tConsolidated\tStatements\tof\tCash\tFlows\tFor\tthe\tYears\tEnded\tDecember\t31, | Part\tII.\tItem\t8. | 377 |
| \t\t\t\t\t2008,\t2007,\tand\t2006 |  |  |
| \t\t\tConsolidated\tBalance\tSheets,\tDecember\t31,\t2008\tand\t2007 | Part\tII.\tItem\t8. | 378 |
| \t\t\tConsolidated\tStatements\tof\tRetained\tEarnings,\tComprehensive\tIncome,\tand | Part\tII.\tItem\t8. | 380 |
| \t\t\t\t\tPaid-in\tCapital\tfor\tthe\tYears\tEnded\tDecember\t31,\t2008,\t2007,\tand\t2006 |  |  |
| \t\t\tSelected\tFinancial\tData\t-\tFive-Year\tComparison | Part\tII.\tItem\t6. | 381 |
| System\tEnergy\tResources,\tInc. |  |  |
| \t\t\tManagement's\tFinancial\tDiscussion\tand\tAnalysis | Part\tII.\tItem\t7. | 382 |
| \t\t\t\t\t\tResults\tof\tOperations |  | 382 |
| \t\t\t\t\t\tLiquidity\tand\tCapital\tResources |  | 382 |
| \t\t\t\t\t\tNuclear\tMatters |  | 385 |
| \t\t\t\t\t\tEnvironmental\tRisks |  | 385 |
| \t\t\t\t\t\tCritical\tAccounting\tEstimates |  | 385 |
| \t\t\t\t\t\tNew\tAccounting\tPronouncements |  | 387 |

| Report	of	Independent	Registered	Public	Accounting	Firm |  | 388 |
| :--- | :--- | :--- |
| \t\t\tIncome\tStatements\tFor\tthe\tYears\tEnded\tDecember\t31,\t2008,\t2007,\tand | Part\tII.\tItem\t8. | 389 |
| 2006 |  |  |
| \t\t\tStatements\tof\tCash\tFlows\tFor\tthe\tYears\tEnded\tDecember\t31,\t2008,\t2007, | Part\tII.\tItem\t8. | 391 |
| \t\t\t\t\tand\t2006 |  |  |
| \t\t\tBalance\tSheets,\tDecember\t31,\t2008\tand\t2007 | Part\tII.\tItem\t8. | 392 |
| \t\t\tStatements\tof\tRetained\tEarnings\tfor\tthe\tYears\tEnded\tDecember\t31,\t2008, | Part\tII.\tItem\t8. | 394 |
| \t\t\t\t\t2007,\tand\t2006 |  |  |
| \t\t\tSelected\tFinancial\tData\t-\tFive-Year\tComparison | Part\tII.\tItem\t6. | 395 |
| Properties | Part\tI.\tItem\t2. | 396 |
| Legal\tProceedings | Part\tI.\tItem\t3. | 396 |
| Submission\tof\tMatters\tto\ta\tVote\tof\tSecurity\tHolders | Part\tI.\tItem\t4. | 396 |
| Executive\tOfficers\tof\tEntergy\tCorporation | Part\tI\tand\tPart\tIII.\tItem\t10. | 396 |
| Market\tfor\tRegistrants'\tCommon\tEquity\tand\tRelated\tStockholder\tMatters | Part\tII.\tItem\t5. | 398 |
| Selected\tFinancial\tData | Part\tII.\tItem\t6. | 399 |
| Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof | Part\tII.\tItem\t7. | 399 |
| \t\tOperations |  |  |
| Quantitative\tand\tQualitative\tDisclosures\tAbout\tMarket\tRisk | Part\tII.\tItem\t7A. | 400 |
| Financial\tStatements\tand\tSupplementary\tData | Part\tII.\tItem\t8. | 400 |
| Changes\tin\tand\tDisagreements\twith\tAccountants\ton\tAccounting\tand\tFinancial\n\t\tDisclosure | Part\tII.\tItem\t9. | 400 |
| Controls\tand\tProcedures | Part\tII.\tItem\t9A. | 400 |
| Attestation\tReport\tof\tRegistered\tPublic\tAccounting\tFirm | Part\tII.\tItem\t9A. | 402 |
| Directors\tand\tExecutive\tOfficers\tof\tthe\tRegistrants | Part\tIII.\tItem\t10. | 410 |
| Executive\tCompensation | Part\tIII.\tItem\t11. | 415 |
| Security\tOwnership\tof\tCertain\tBeneficial\tOwners\tand\tManagement | Part\tIII.\tItem\t12. | 469 |
| Certain\tRelationships\tand\tRelated\tTransactions\tand\tDirector\tIndependence | Part\tIII.\tItem\t13. | 473 |
| Principal\tAccountant\tFees\tand\tServices | Part\tIII.\tItem\t14. | 474 |
| Exhibits\tand\tFinancial\tStatement\tSchedules | Part\tIV.\tItem\t15. | 477 |
| Signatures |  | 478 |
| Consents\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 486 |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm |  | 487 |

# This	combined	Form	10-K	is	separately	filed	by	Entergy	Corporation	and	its	seven	"Registrant	Subsidiaries":	Entergy	Arkansas,	Inc.,

Entergy	Gulf	States	Louisiana,	L.L.C.,	Entergy	Louisiana,	LLC,	Entergy	Mississippi,	Inc.,	Entergy	New	Orleans,	Inc.,	Entergy	Texas,	Inc. and	System	Energy	Resources,	Inc.	Information	contained	herein	relating	to	any	individual	company	is	filed	by	such	company	on	its	own behalf.	Each	company	makes	representations	only	as	to	itself	and	makes	no	other	representations	whatsoever	as	to	any	other	company.

The	report	should	be	read	in	its	entirety	as	it	pertains	to	each	respective	reporting	company.	No	one	section	of	the	report	deals	with	all aspects	of	the	subject	matter.	Separate	Item	6,	7,	and	8	sections	are	provided	for	each	reporting	company,	except	for	the	Notes	to	the financial	statements.	The	Notes	to	the	financial	statements	for	all	of	the	reporting	companies	are	combined.	All	Items	other	than	6,	7,	and	8 are	combined	for	the	reporting	companies.

# FORWARD-LOOKING	INFORMATION

In	 this	 combined	 report	 and	 from	 time	 to	 time,	 Entergy	 Corporation	 and	 the	 Registrant	 Subsidiaries	 each	 makes	 statements	 as	 a	 registrant concerning	its	expectations,	beliefs,	plans,	objectives,	goals,	strategies,	and	future	events	or	performance.	Such	statements	are	"forward-looking statements"	within	the	meaning	of	the	Private	Securities	Litigation	Reform	Act	of	1995.	Words	such	as	"may,"	"will,"	"could,"	"project,"	"believe," "anticipate,"	 "intend,"	 "expect,"	 "estimate,"	 "continue,"	 "potential,"	 "plan,"	 "predict,"	 "forecast,"	 and	 other	 similar	 words	 or	 expressions	 are intended	to	identify	forward-looking	statements	but	are	not	the	only	means	to	identify	these	statements.	Although	each	of	these	registrants	believes that	these	forward-looking	statements	and	the	underlying	assumptions	are	reasonable,	it	cannot	provide	assurance	that	they	will	prove	correct.	Any forward-looking	statement	is	based	on	information	current	as	of	the	date	of	this	combined	report	and	speaks	only	as	of	the	date	on	which	such statement	is	made.	Except	to	the	extent	required	by	the	federal	securities	laws,	these	registrants	undertake	no	obligation	to	publicly	update	or	revise any	forward-looking	statements,	whether	as	a	result	of	new	information,	future	events,	or	otherwise.

Forward-looking	statements	involve	a	number	of	risks	and	uncertainties.	There	are	factors	that	could	cause	actual	results	to	differ	materially	from those	expressed	or	implied	in	the	forward-looking	statements,	including	those	factors	discussed	or	incorporated	by	reference	in	(a)	Item	1A.	Risk Factors,	(b)	Management's	Financial	Discussion	and	Analysis,	and	(c)	the	following	factors	(in	addition	to	others	described	elsewhere	in	this combined	report	and	in	subsequent	securities	filings):

resolution	of	pending	and	future	rate	cases	and	negotiations,	including	various	performance-based	rate	discussions	and	implementation	of Texas	restructuring	legislation,	and	other	regulatory	proceedings,	including	those	related	to	Entergy's	System	Agreement,	Entergy's	utility supply	plan,	recovery	of	storm	costs,	and	recovery	of	fuel	and	purchased	power	costs

changes	in	utility	regulation,	including	the	beginning	or	end	of	retail	and	wholesale	competition,	the	ability	to	recover	net	utility	assets	and other	potential	stranded	costs,	the	operations	of	the	independent	coordinator	of	transmission	that	includes	Entergy's	utility	service	territory, and	the	application	of	more	stringent	transmission	reliability	requirements	or	market	power	criteria	by	the	FERC changes	in	regulation	of	nuclear	generating	facilities	and	nuclear	materials	and	fuel,	including	possible	shutdown	of	nuclear	generating facilities,	particularly	those	owned	or	operated	by	the	Non-Utility	Nuclear	business

resolution	of	pending	or	future	applications	for	license	extensions	or	modifications	of	nuclear	generating	facilities the	performance	of	Entergy's	generating	plants,	and	particularly	the	capacity	factors	at	its	nuclear	generating	facilities Entergy's	ability	to	develop	and	execute	on	a	point	of	view	regarding	future	prices	of	electricity,	natural	gas,	and	other	energy-related commodities

prices	for	power	generated	by	Entergy's	non-utility	generating	facilities,	the	ability	to	hedge,	sell	power	forward	or	otherwise	reduce	the

market	price	risk	associated	with	those	facilities,	including	the	Non-Utility	Nuclear	plants,	and	the	prices	and	availability	of	fuel	and	power Entergy	must	purchase	for	its	utility	customers,	and	Entergy's	ability	to	meet	credit	support	requirements	for	fuel	and	power	supply	contracts

volatility	and	changes	in	markets	for	electricity,	natural	gas,	uranium,	and	other	energy-related	commodities

changes	in	law	resulting	from	federal	or	state	energy	legislation

changes	in	environmental,	tax,	and	other	laws,	including	requirements	for	reduced	emissions	of	sulfur,	nitrogen,	carbon,	mercury,	and	other substances

uncertainty	regarding	the	establishment	of	interim	or	permanent	sites	for	spent	nuclear	fuel	and	nuclear	waste	storage	and	disposal variations	in	weather	and	the	occurrence	of	hurricanes	and	other	storms	and	disasters,	including	uncertainties	associated	with	efforts	to remediate	the	effects	of	hurricanes	and	ice	storms	(including	most	recently,	Hurricane	Gustav	and	Hurricane	Ike	and	the	January	2009	ice storm	in	Arkansas)	and	recovery	of	costs	associated	with	restoration,	including	accessing	funded	storm	reserves,	federal	and	local	cost recovery	mechanisms,	securitization,	and	insurance

Entergy's	ability	to	manage	its	capital	projects	and	operation	and	maintenance	costs

Entergy's	ability	to	purchase	and	sell	assets	at	attractive	prices	and	on	other	attractive	terms

# FORWARD-LOOKING	INFORMATION	(Concluded)

the	economic	climate,	and	particularly	growth	in	Entergy's	Utility	service	territory	and	the	Northeast	United	States

the	effects	of	Entergy's	strategies	to	reduce	tax	payments

changes	in	the	financial	markets,	particularly	those	affecting	the	availability	of	capital	and	Entergy's	ability	to	refinance	existing	debt,

execute	its	share	repurchase	program,	and	fund	investments	and	acquisitions

actions	of	rating	agencies,	including	changes	in	the	ratings	of	debt	and	preferred	stock,	changes	in	general	corporate	ratings,	and	changes	in the	rating	agencies'	ratings	criteria

changes	in	inflation	and	interest	rates

the	effect	of	litigation	and	government	investigations	or	proceedings

advances	in	technology

the	potential	effects	of	threatened	or	actual	terrorism	and	war

Entergy's	ability	to	attract	and	retain	talented	management	and	directors

changes	in	accounting	standards	and	corporate	governance

declines	in	the	market	prices	of	marketable	securities	and	resulting	funding	requirements	for	Entergy's	defined	benefit	pension	and	other postretirement	benefit	plans

changes	in	the	results	of	decommissioning	trust	fund	earnings	or	in	the	timing	of	or	cost	to	decommission	nuclear	plant	sites

the	ability	to	successfully	complete	merger,	acquisition,	or	divestiture	plans,	regulatory	or	other	limitations	imposed	as	a	result	of	merger,

acquisition,	or	divestiture,	and	the	success	of	the	business	following	a	merger,	acquisition,	or	divestiture

and	the	risks	inherent	in	the	contemplated	Non-Utility	Nuclear	spin-off,	joint	venture,	and	related	transactions.		Entergy	Corporation	cannot provide	any	assurances	that	the	spin-off	or	any	of	the	proposed	transactions	related	thereto	will	be	completed,	nor	can	it	give	assurances	as	to the	terms	on	which	such	transactions	will	be	consummated.	The	transaction	is	subject	to	certain	conditions	precedent,	including	regulatory approvals	and	the	final	approval	by	the	Board.

# DEFINITIONS

Certain	abbreviations	or	acronyms	used	in	the	text	and	notes	are	defined	below:

# System	Fuels

# System	Fuels,	Inc.

# DEFINITIONS	(Concluded)

(Page	left	blank	intentionally)

# ENTERGY'S	BUSINESS

Entergy	is	an	integrated	energy	company	engaged	primarily	in	electric	power	production	and	retail	electric	distribution	operations.	Entergy	owns and	operates	power	plants	with	approximately	30,000	MW	of	aggregate	electric	generating	capacity,	and	Entergy	is	the	second-largest	nuclear power	generator	in	the	United	States.	Entergy	delivers	electricity	to	2.7	million	utility	customers	in	Arkansas,	Louisiana,	Mississippi,	and	Texas. Entergy	generated	annual	revenues	of	$13.1	billion	in	2008	and	had	approximately	14,700	employees	as	of	December	31,	2008.

Entergy	operates	primarily	through	two	business	segments:	Utility	and	Non-Utility	Nuclear.

Utility	generates,	transmits,	distributes,	and	sells	electric	power	in	a	four-state	service	territory	that	includes	portions	of	Arkansas, Mississippi,	Texas,	and	Louisiana,	including	the	City	of	New	Orleans;	and	operates	a	small	natural	gas	distribution	business.

Non-Utility	Nuclear	owns	and	operates	six	nuclear	power	plants	located	in	the	northern	United	States	and	sells	the	electric	power	produced by	those	plants	primarily	to	wholesale	customers.	This	business	also	provides	services	to	other	nuclear	power	plant	owners.	As	discussed further	in	"Management's	Financial	Discussion	and	Analysis,"	in	November	2007,	the	Board	approved	a	plan	to	pursue	a	separation	of	the Non-Utility	Nuclear	business	from	Entergy	through	a	tax-free	spin-off	of	Non-Utility	Nuclear	to	Entergy	shareholders.

In	addition	to	its	two	primary,	reportable,	operating	segments,	Entergy	also	operates	the	non-nuclear	wholesale	assets	business.	The	non-nuclear wholesale	assets	business	sells	to	wholesale	customers	the	electric	power	produced	by	power	plants	that	it	owns	while	it	focuses	on	improving performance	and	exploring	sales	or	restructuring	opportunities	for	its	power	plants.	Such	opportunities	are	evaluated	consistent	with	Entergy's market-based	point-of-view.

# OPERATING	INFORMATION

|  |  | Non-Utility | Entergy |
| :--- | :--- | :--- | :--- |
|  | Utility\t(a) | \tNuclear | Consolidated\t(a) |
|  |  | (In\tThousands) |  |
| 2008 |  |  |  |
| Operating\trevenues | $10,318,630 | $2,558,378 | $13,093,756 |
| Operating\texpenses | $9,078,502 | $1,434,425 | $10,810,589 |
| Other\tincome | $161,512 | $46,360 | $169,287 |
| Interest\tand\tother\tcharges | $442,523 | $53,926 | $628,890 |
| Income\ttaxes | $371,281 | $319,107 | $602,998 |
| Net\tincome | $587,837 | $797,280 | $1,220,566 |
| 2007 |  |  |  |
| Operating\trevenues | $9,255,075 | $2,029,666 | $11,484,398 |
| Operating\texpenses | $7,910,659 | $1,312,577 | $9,428,030 |
| Other\tincome | $164,383 | $87,256 | $255,055 |
| Interest\tand\tother\tcharges | $444,067 | $34,738 | $662,157 |
| Income\ttaxes | $382,025 | $230,407 | $514,417 |
| Net\tincome | $682,707 | $539,200 | $1,134,849 |
| 2006 |  |  |  |
| Operating\trevenues | $9,150,030 | $1,544,873 | $10,932,158 |
| Operating\texpenses | $7,852,754 | $1,082,743 | $9,126,798 |
| Other\tincome | $155,651 | $99,449 | $348,587 |
| Interest\tand\tother\tcharges | $428,662 | $47,424 | $577,805 |
| Income\ttaxes | $333,105 | $204,659 | $443,044 |
| Loss\tfrom\tdiscontinued\toperations | $- | $- | ($496) |
| Net\tincome | $691,160 | $309,496 | $1,132,602 |

# CASH	FLOW	INFORMATION

|  |  | Non-Utility | Entergy |
| :--- | :--- | :--- | :--- |
|  | Utility\t(a) | Nuclear | Consolidated\t(a) |
|  |  | (In\tThousands) |  |
| 2008 |  |  |  |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | $2,379,258 | $1,255,284 | $3,324,328 |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | ($2,845,157) | ($471,590) | ($2,590,096) |
| Net\tcash\tflow\tprovided\tby\t(used\tin)\tfinancing\tactivities | $250,309 | ($799,861) | ($70,757) |
| 2007 |  |  |  |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | $1,807,769 | $879,940 | $2,559,770 |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | ($1,238,487) | ($883,397) | ($2,117,731) |
| Net\tcash\tflow\tprovided\tby\t(used\tin)\tfinancing\tactivities | ($368,909) | $47,705 | ($221,586) |
| 2006 |  |  |  |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | $2,592,433 | $833,318 | $3,447,839 |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | ($1,592,933) | ($450,219) | ($1,927,573) |
| Net\tcash\tflow\tused\tin\tfinancing\tactivities | ($736,693) | ($211,544) | ($1,083,727) |

# FINANCIAL	POSITION	INFORMATION

|  |  | Non-Utility | Entergy |
| :--- | :--- | :--- | :--- |
|  | Utility\t(a) | Nuclear | Consolidated\t(a) |
|  |  | (In\tThousands) |  |
| 2008 |  |  |  |
| Current\tassets | $3,067,301 | $1,737,474 | $5,160,389 |
| Other\tproperty\tand\tinvestments | $2,089,231 | $1,697,893 | $3,237,544 |
| Property,\tplant\tand\tequipment\t-\tnet | $18,595,892 | $3,592,359 | $22,429,114 |
| Deferred\tdebits\tand\tother\tassets | $5,057,723 | $820,469 | $5,789,771 |
| Current\tliabilities | $3,635,614 | $318,082 | $3,765,894 |
| Non-current\tliabilities | $18,497,739 | $3,359,490 | $24,884,332 |
| Shareholders'\tequity | $6,676,794 | $4,170,623 | $7,966,592 |
| 2007 |  |  |  |
| Current\tassets | $2,821,336 | $1,009,453 | $3,958,247 |
| Other\tproperty\tand\tinvestments | $1,579,688 | $1,935,432 | $3,689,395 |
| Property,\tplant\tand\tequipment\t-\tnet | $17,363,142 | $3,365,131 | $20,974,270 |
| Deferred\tdebits\tand\tother\tassets | $4,409,993 | $704,468 | $5,021,090 |
| Current\tliabilities | $2,561,564 | $476,772 | $3,256,754 |
| Non-current\tliabilities | $17,053,293 | $3,064,919 | $22,523,577 |
| Shareholders'\tequity | $6,559,302 | $3,472,793 | $7,862,671 |

(a)	In	addition	to	the	two	operating	segments	presented	here,	Entergy	Consolidated	also	includes	Entergy	Corporation (parent	company),	other	business	activity,	and	intercompany	eliminations,	including	the	non-nuclear	wholesale	assets business	and	earnings	on	the	proceeds	of	sales	of	previously-owned	businesses.	As	a	result	of	the	Entergy	New	Orleans bankruptcy	filing,	Entergy	discontinued	the	consolidation	of	Entergy	New	Orleans	retroactive	to	January	1,	2005,	and reported	Entergy	New	Orleans'	results	under	the	equity	method	of	accounting	for	2006.	On	May	7,	2007,	the	bankruptcy judge	entered	an	order	confirming	Entergy	New	Orleans'	plan	of	reorganization.	With	confirmation	of	the	plan	of reorganization,	Entergy	reconsolidated	Entergy	New	Orleans	in	the	second	quarter	of	2007,	retroactive	to	January	1, 2007.

The	following	shows	the	principal	subsidiaries	and	affiliates	within	Entergy's	business	segments.	Companies	that	file	reports	and	other	information with	the	SEC	under	the	Securities	Exchange	Act	of	1934	are	identified	in	bold-faced	type.

# Entergy	Corporation

Entergy	Gulf	States	Louisiana,	L.L.C. Entergy	Nuclear	Generation	Co.	(Pilgrim)

	 Entergy	Operations,	Inc. Entergy	Nuclear	Fuels	Company

	 Entergy	Services,	Inc. Entergy	Nuclear	Nebraska	LLC

System	Fuels,	Inc. Entergy	Nuclear	Power	Marketing	LLC

# Strategy

Entergy	 aspires	 to	 achieve	 industry-leading	 total	 shareholder	 returns	 in	 an	 environmentally	 responsible	 fashion	 by	 leveraging	 the	 scale	 and expertise	inherent	in	its	core	nuclear	and	utility	operations.		Entergy's	scope	includes	electricity	generation,	transmission	and	distribution	as	well	as natural	gas	transportation	and	distribution.		Entergy	focuses	on	operational	excellence	with	an	emphasis	on	safety,	reliability,	customer	service, sustainability,	cost	efficiency,	and	risk	management.		Entergy	also	focuses	on	portfolio	management	to	make	periodic	buy,	build,	hold,	or	sell decisions	based	upon	its	analytically-derived	points	of	view,	which	are	updated	as	market	conditions	evolve.

# Availability	of	SEC	filings	and	other	information	on	Entergy's	website

Entergy	electronically	files	reports	with	the	SEC,	including	annual	reports	on	Form	10-K,	quarterly	reports	on	Form	10-Q,	current	reports	on Form	8-K,	proxies,	and	amendments	to	such	reports.	The	public	may	read	and	copy	any	materials	that	Entergy	files	with	the	SEC	at	the	SEC's Public	Reference	Room	at	100	F	Street,	N.E.,	Washington,	D.C.	20549.	The	SEC	also	maintains	an	internet	site	that	contains	reports,	proxy	and information	statements,	and	other	 information	regarding	registrants	 that	file	electronically	with	 the	SEC	at	http://www.sec.gov.	Additionally, information	about	Entergy,	including	its	reports	filed	with	the	SEC,	is	available	without	charge	through	its	website,	http://www.entergy.com,	as soon	as	reasonably	practicable	after	they	are	filed	electronically	with	the	SEC.	Entergy	is	providing	the	address	to	its	Internet	site	solely	for	the information	of	investors.	Entergy	does	not	intend	the	address	to	be	an	active	link	or	to	otherwise	incorporate	the	contents	of	the	website	into	this report.

Part	I,	Item	1	is	continued	on	page	188.

# ENTERGY	CORPORATION	AND	SUBSIDIARIES

# REPORT	OF	MANAGEMENT

Management	of	Entergy	Corporation	and	its	subsidiaries	has	prepared	and	is	responsible	for	the	financial	statements	and	related	financial	information included	in	this	document.	To	meet	this	responsibility,	management	establishes	and	maintains	a	system	of	internal	controls	designed	to	provide	reasonable assurance	regarding	the	preparation	and	fair	presentation	of	financial	statements	in	accordance	with	generally	accepted	accounting	principles.	This	system includes	 communication	 through	 written	 policies	 and	 procedures,	 an	 employee	 Code	 of	 Entegrity,	 and	 an	 organizational	 structure	 that	 provides	 for appropriate	division	of	responsibility	and	training	of	personnel.	This	system	is	also	tested	by	a	comprehensive	internal	audit	program.

Entergy	 management	 assesses	 the	 effectiveness	 of	 Entergy's	 internal	 control	 over	 financial	 reporting	 on	 an	 annual	 basis.	In	 making	 this	 assessment, management	uses	the	criteria	set	forth	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO)	in	Internal	Control	-	Integrated Framework.	Management	acknowledges,	however,	that	all	internal	control	systems,	no	matter	how	well	designed,	have	inherent	limitations	and	can	provide only	reasonable	assurance	with	respect	to	financial	statement	preparation	and	presentation.

Entergy	Corporation	and	the	Registrant	Subsidiaries'	independent	registered	public	accounting	firm,	Deloitte	&	Touche	LLP,	has	issued	an	attestation	report on	the	effectiveness	of	Entergy's	internal	control	over	financial	reporting	as	of	December	31,	2008,	which	is	included	herein	on	pages	402	through	409.

In	addition, the	Audit	Committee	of the	Board	of	Directors,	composed	solely	of independent	Directors,	meets	with the independent	auditors, internal

auditors,	management,	and	internal	accountants	periodically	to	discuss	internal	controls,	and	auditing	and	financial	reporting	matters.	The	Audit	Committee appoints	the	independent	auditors	annually,	seeks	shareholder	ratification	of	the	appointment,	and	reviews	with	the	independent	auditors	the	scope	and	results of	the	audit	effort.	The	Audit	Committee	also	meets	periodically	with	the	independent	auditors	and	the	chief	internal	auditor	without	management	present, providing	free	access	to	the	Audit	Committee.

Based	on	management's	assessment	of	internal	controls	using	the	COSO	criteria,	management	believes	that	Entergy	and	each	of	the	Registrant	Subsidiaries maintained	effective	internal	control	over	financial	reporting	as	of	December	31,	2008.	Management	further	believes	that	this	assessment,	combined	with	the policies	and	procedures	noted	above,	provides	reasonable	assurance	that	Entergy's	and	each	of	the	Registrant	Subsidiaries'	financial	statements	are	fairly	and accurately	presented	in	accordance	with	generally	accepted	accounting	principles.

# MANAGEMENT'S	FINANCIAL	DISCUSSION	AND	ANALYSIS

Non-Utility	Nuclear	owns	and	operates	six	nuclear	power	plants	located	in	the	northern	United	States	and	sells	the	electric	power	produced by	those	plants	primarily	to	wholesale	customers.	This	business	also	provides	services	to	other	nuclear	power	plant	owners.

Following	are	the	percentages	of	Entergy's	consolidated	revenues	and	net	income	generated	by	its	operating	segments	and	the	percentage	of	total assets	held	by	them:

|  | %	of	Revenue | %	of	Revenue |  | %	of	Net	Income | %	of	Net	Income |  | %	of	Total	Assets | %	of	Total	Assets |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Segment | 2008 | 2007 | 2006 | 2008 | 2007 | 2006 | 2008 | 2007 | 2006 |
| Utility | 79 | 80 | 84 | 48 | 60 | 61 | 79 | 78 | 81 |
| Non-Utility\tNuclear | 19 | 18 | 14 | 65 | 48 | 27 | 21 | 21 | 17 |
| Parent\tCompany\t& |  |  |  |  |  |  |  |  |  |
| Other\tBusiness\tSegments | 2 | 2 | 2 | (13) | (8) | 12 | - | 1 | 2 |

# Plan	to	Pursue	Separation	of	Non-Utility	Nuclear

In	November	2007,	the	Board	approved	a	plan	to	pursue	a	separation	of	the	Non-Utility	Nuclear	business	from	Entergy	through	a	tax-free	spin-off of	the	Non-Utility	Nuclear	business	to	Entergy	shareholders.	Upon	completion	of	the	Board-approved	spin-off	plan,	Enexus	Energy	Corporation,	a wholly-owned	subsidiary	of	Entergy,	would	be	a	new,	separate,	and	publicly-traded	company.	 In	addition,	under	the	plan,	Enexus	and	Entergy	are expected	to	enter	into	a	nuclear	services	business	joint	venture,	EquaGen	LLC,	with	50%	ownership	by	Enexus	and	50%	ownership	by	Entergy. The	EquaGen	board	of	managers	would	be	comprised	of	equal	membership	from	both	Entergy	and	Enexus.

Under	the	Board-approved	plan,	the	spin-off	would	result	in	Entergy	Corporation's	shareholders	owning	100%	of	the	common	stock	in	both

Enexus	and	Entergy.	Also	under	the	Board-approved	plan,	Enexus'	business	would	be	substantially	comprised	of	Non-Utility	Nuclear's	assets, including	its	six	nuclear	power	plants,	and	Non-Utility	Nuclear's	power	marketing	operation.	Entergy	Corporation's	remaining	business	would primarily	be	comprised	of	the	Utility	business.	EquaGen	would	operate	the	nuclear	assets	owned	by	Enexus	under	the	Board-approved	plan,	and provide	certain	services	to	the	Utility's	nuclear	operations.	EquaGen	would	also	be	expected	to	offer	nuclear	services	to	third	parties,	including decommissioning,	plant	relicensing,	plant	operations,	and	ancillary	services.

Entergy	Nuclear	Operations,	Inc.,	the	current	NRC-licensed	operator	of	the	Non-Utility	Nuclear	plants,	filed	an	application	in	July	2007	with	the NRC	seeking	indirect	transfer	of	control	of	the	operating	licenses	for	the	six	Non-Utility	Nuclear	power	plants,	and	supplemented	that	application in	December	2007	to	incorporate	the	planned	business	separation.	Entergy	Nuclear	Operations,	Inc.,	which	is	expected	to	be	wholly-owned	by EquaGen,	would	remain	the	operator	of	the	plants	after	the	separation.		Entergy	Operations,	Inc.,	the	current	NRC-licensed	operator	of	Entergy's five	Utility	nuclear	plants,	would	remain	a	wholly-owned	subsidiary	of	Entergy	and	would	continue	to	be	the	operator	of	the	Utility	nuclear	plants. In	the	December	2007	supplement	to	the	NRC	application,	Entergy	Nuclear	Operations,	Inc.	provided	additional	information	regarding	the	spin-off transaction,	organizational	structure,	technical	and	financial	qualifications,	and	general	corporate	information.	The	NRC	published	a	notice	in	the Federal	Register	establishing	a	period	for	the	public	to	submit	a	request	for	hearing	or	petition	to	intervene	in	a	hearing	proceeding.	The	NRC notice	period	expired	on	February	5,	2008	and	two	petitions	to	intervene	in	the	hearing	proceeding	were	filed	before	the	deadline.	Each	of	the petitions	opposes	the	NRC's	approval	of	the	license	transfer	on	various	grounds,	including	contentions	that	the	approval	request	is	not	adequately supported	regarding	the	basis	for	the	proposed	structure,	the	adequacy	of	decommissioning	funding,	and	the	adequacy	of	financial	qualifications. Entergy	submitted	answers	to	the	petitions	on	March	31	and	April	8.	On	August	22,	2008,	the	NRC	issued	an	order	denying	all	of	the	petitions	to intervene	based	upon	the	petitioners'	failure	to	demonstrate	the	requisite	standing	to	pursue	their	hearing	requests.	One	of	the	petitioner	groups	filed a	motion	for	reconsideration	on	September	4,	2008	and	on	September	15,	2008,	Entergy	filed	a	response	opposing	the	motion	for	reconsideration. On	September	23,	2008,	the	NRC	issued	an	order	denying	the	motion	for	reconsideration	based	upon	several	procedural	errors.

Because	resolution	of	any	hearing	requests	is	not	a	prerequisite	to	obtaining	the	required	NRC	approval,	on	July	28,	2008,	the	NRC	staff	approved the	license	transfers	associated	with	the	proposed	new	ownership	structure	of	EquaGen,	the	proposed	licensed	operator,	as	well	as	the	transfers	to Enexus	of	the	ownership	of	Big	Rock	Point,	FitzPatrick,	Indian	Point	Units	1,	2	and	3,	Palisades,	Pilgrim,	and	Vermont	Yankee.	 The	approval	for the	proposed	new	ownership	structure	is	effective	through	July	28,	2009,	and	Entergy	Nuclear	Operations,	Inc.	can	ask	to	extend	the	effective period.	The	review	conducted	by	the	NRC	staff	included	matters	such	as	the	financial	and	technical	qualifications	of	the	new	organizations,	as	well as	decommissioning	funding	assurance.	In	connection	with	the	NRC	approvals,	Enexus	agreed	to	enter	into	a	financial	support	agreement	with	the entities	that	own	the	nuclear	power	plants	in	the	total	amount	of	$700	million	to	provide	financial	support,	if	needed,	for	the	operating	costs	of	the six	operating	nuclear	power	plants.

Pursuant	to	Federal	Power	Act	Section	203,	on	February	21,	2008,	an	application	was	filed	with	the	FERC	requesting	approval	for	the	indirect disposition	and	transfer	of	control	of	jurisdictional	facilities	of	a	public	utility.	In	June	2008	the	FERC	issued	an	order	authorizing	the	requested indirect	disposition	and	transfer	of	control.

On	January	28,	2008,	Entergy	Nuclear	Vermont	Yankee,	LLC	and	Entergy	Nuclear	Operations,	Inc.	requested	approval	from	the	Vermont	Public Service	Board	(VPSB)	for	the	indirect	transfer	of	control,	consent	to	pledge	assets,	issue	guarantees	and	assign	material	contracts,	amendment	to certificate	 of	 public	 good,	 and	 replacement	 of	 guaranty	 and	 substitution	 of	 a	 credit	 support	 agreement	 for	Vermont	Yankee.	 Several	 parties intervened	 in	 the	 proceeding.	Discovery	 has	 been	 completed	 in	 this	 proceeding,	 in	 which	 parties	 could	 ask	 questions	 about	 or	 request	 the production	of	documents	related	to	the	transaction.

In	addition,	the	Vermont	Department	of	Public	Service	(VDPS),	which	is	the	public	advocate	in	proceedings	before	the	VPSB,	prefiled	its	initial and	rebuttal	testimony	in	the	case	in	which	the	VDPS	takes	the	position	that	Entergy	Nuclear	Vermont	Yankee	and	Entergy	Nuclear	Operations, Inc.	have	not	demonstrated	that	the	restructuring	promotes	the	public	good	because	its	benefits	do	not	outweigh	the	risks,	raising	concerns	that	the target	rating	for	Enexus'	debt	is	below	investment	grade	and	that	the	company	may	not	have	the	financial	capability	to	withstand	adverse	financial developments,	such	as	an	extended	outage.	The	VDPS	testimony	also	expresses	concern	about	the	EquaGen	joint	venture	structure	and	Enexus' ability,	under	the	operating	agreement	between	Entergy	Nuclear	Vermont	Yankee	and	Entergy	Nuclear	Operations,	Inc.,	to	ensure	that	Vermont Yankee	 is	 well-operated.	Two	distribution	utilities	that	buy	Vermont	Yankee	power	prefiled	testimony	that	also	expresses	concerns	about	the structure	but	found	that	there	was	a	small	net	benefit	to	the	restructuring.	The	VPSB	conducted	hearings	on	July	28-30,	2008,	during	which	it considered	the	testimony	prefiled	by	Entergy	Nuclear	Vermont	Yankee,	Entergy	Nuclear	Operations,	Inc.,	the	VDPS,	and	the	two	distribution utilities.	Post-hearing	briefing	is	complete	and	a	decision	from	the	VPSB	is	pending.

On	January	28,	2008,	Entergy	Nuclear	FitzPatrick,	LLC,	Entergy	Nuclear	Indian	Point	2,	LLC,	Entergy	Nuclear	Indian	Point	3,	LLC,	and	Entergy Nuclear	Operations,	Inc.,	and	Enexus	filed	a	petition	with	the	New	York	Public	Service	Commission	(NYPSC)	requesting	a	declaratory	ruling regarding	corporate	reorganization	or	in	the	alternative	an	order	approving	the	transaction	and	an	order	approving	debt	financing.	Petitioners	also requested	confirmation	that	the	corporate	reorganization	will	not	have	an	effect	on	Entergy	Nuclear	FitzPatrick's,	Entergy	Nuclear	Indian	Point	2's, Entergy	Nuclear	Indian	Point	3's,	and	Entergy	Nuclear	Operations,	Inc.'s	status	as	lightly	regulated	entities	in	New	York,	given	that	they	will continue	to	be	competitive	wholesale	generators.	The	New	York	State	Attorney	General's	Office,	Westchester	County,	and	other	intervenors	have filed	objections	to	the	business	separation	and	to	the	transfer	of	the	FitzPatrick	and	Indian	Point	Energy	Center	nuclear	power	plants,	arguing	that the	debt	associated	with	the	spin-off	could	threaten	access	to	adequate	financial	resources	for	those	nuclear	power	plants	and	because	the	New York	State	Attorney	General's	Office	believes	Entergy	must	file	an	environmental	impact	statement	assessing	the	proposed	corporate	restructuring. In	addition	to	the	New	York	State	Attorney	General's	Office,	several	other	parties	have	also	requested	to	be	added	to	the	service	list	for	this proceeding.

On	May	23,	2008,	the	NYPSC	issued	its	Order	Establishing	Further	Procedures	in	this	matter.	In	the	order,	the	NYPSC	determined	that	due	to	the nuclear	power	plants'	unique	role	in	supporting	the	reliability	of	electric	service	in	New	York,	and	their	large	size	and	unique	operational	concerns, a	more	searching	inquiry	of	the	transaction	will	be	conducted	than	if	other	types	of	lightly-regulated	generation	were	at	issue.	Accordingly,	the NYPSC	assigned	an	ALJ	to	preside	over	this	proceeding	and	prescribed	a	sixty	(60)	day	discovery	period.	The	order	provided	that	after	at	least sixty	(60)	days,	the	ALJ	would	establish	when	the	discovery	period	would	conclude.	The	NYPSC	stated	that	the	scope	of	discovery	will	be	tightly bounded	by	the	public	interest	inquiry	relevant	to	this	proceeding;	namely,	adequacy	and	security	of	support	for	the	decommissioning	of	the	New York	nuclear	facilities;	financial	sufficiency	of	the	proposed	capital	structure	in	supporting	continued	operation	of	the	facilities;	and,	arrangements

for	managing,	operating	and	maintaining	the	facilities.	The	NYPSC	also	stated	that	during	the	discovery	period,	the	NYPSC	Staff	may	conduct technical	conferences	to	assist	in	the	development	of	a	full	record	in	this	proceeding.

On	July	23,	2008,	the	ALJs	issued	a	ruling	concerning	discovery	and	seeking	comments	on	a	proposed	process	and	schedule.	In	the	ruling,	the ALJs	proposed	a	process	for	completing	a	limited,	prescribed	discovery	process,	to	be	followed	three	weeks	later	by	the	filing	of	initial	comments addressing	defined	issues,	with	reply	comments	due	two	weeks	after	the	initial	comment	deadline.	Following	receipt	of	all	comments,	a	ruling	will be	made	on	whether,	and	to	what	extent,	an	evidentiary	hearing	is	required.	The	ALJs	asked	the	parties	to	address	three	specific	topic	areas:	(1)	the financial	 impacts	related	 to	 the	specific	 issues	previously	outlined	by	 the	NYPSC;	(2)	other	obligations	associated	with	 the	arrangement	for managing,	operating	and	maintaining	the	facilities;	and	(3)	the	extent	that	New	York	Power	Authority	(NYPA)	revenues	from	value	sharing payments	under	the	value	sharing	agreements	between	Entergy	and	NYPA	would	decrease.	The	ALJs	have	indicated	that	the	potential	financial effect	of	the	termination	of	the	value	sharing	payments	on	NYPA	and	New	York	electric	consumers	are	factors	the	ALJs	believe	should	be considered	by	the	NYPSC	in	making	its	public	interest	determination.

In	August	2008,	Non-Utility	Nuclear	entered	into	a	resolution	of	a	dispute	with	NYPA	over	the	applicability	of	the	value	sharing	agreements	to	the FitzPatrick	 and	 Indian	 Point	 3	 nuclear	 power	 plants	 after	 the	 separation.	Under	 the	 resolution,	 Non-Utility	 Nuclear	 agreed	 not	 to	 treat	 the separation	as	a	"Cessation	Event"	that	would	terminate	its	obligation	to	make	the	payments	under	the	value	sharing	agreements.	As	a	result,	after the	separation,	Enexus	would	continue	to	be	obligated	to	make	payments	to	NYPA	due	under	the	amended	and	restated	value	sharing	agreements described	above.	For	further	discussion	of	the	value	sharing	agreements,	see	Note	15	to	the	financial	statements	herein.

Entergy	continues	to	seek	regulatory	approval	from	the	NYPSC	in	a	timely	manner.	On	October	23,	2008,	the	ALJs	issued	notification	to	all parties	that	from	their	review	of	the	submissions,	all	issues	of	fact	and	policy	material	to	the	relief	requested	by	the	petitioners	have	been

thoroughly	addressed	by	the	parties,	an	adequate	record	for	decision	is	available	to	the	NYPSC,	and	no	further	formal	proceedings	are	warranted. On	 December	 11,	 2008,	 notice	 was	 provided	 that	 the	 parties	 intended	 to	 conduct	 a	 settlement	 discussion	 which	 to	 date	 has	 not	 yielded	 an agreement.	If	the	parties	do	not	agree	to	a	settlement,	the	ALJs	will	submit	a	recommendation	to	the	NYPSC	with	respect	to	the	transaction.

In	connection	with	the	separation,	Enexus	is	currently	expected	to	incur	up	to	$4.5	billion	of	debt	prior	to	completion	of	the	separation.	Currently, the	debt	is	expected	to	be	incurred	in	the	following	transactions:

Enexus	is	expected	to	issue	up	to	$3.0	billion	of	debt	securities	in	partial	consideration	of	Entergy's	transfer	to	it	of	the	Non-Utility	Nuclear business.

These	debt	securities	are	expected	to	be	exchanged	for	up	to	$3.0	billion	of	debt	securities	that	Entergy	plans	to	issue	prior	to	the	separation. If	the	exchange	occurs,	the	holders	of	the	debt	securities	that	Entergy	plans	to	issue	prior	to	the	separation	would	become	holders	of	up	to $3.0	billion	of	Enexus	debt	securities.

Enexus	is	expected	to	issue	up	to	$1.5	billion	of	debt	securities	to	third	parties.

Out	of	the	proceeds	Enexus	would	receive	from	the	issuance	of	debt	securities	to	third	parties,	it	expects	to	retain	approximately	$500	million, which	it	intends	to	use	for	working	capital	and	other	general	corporate	purposes.	All	of	the	remaining	proceeds	are	expected	to	be	transferred	to Entergy	 to	 settle	 Enexus'	 intercompany	 indebtedness	 owed	 to	 Entergy,	 including	 indebtedness	 that	 Entergy	 will	 transfer	 to	 Enexus	 in	 the separation.	Enexus	will	not	receive	any	proceeds	from	either	the	issuance	of	the	up	to	$3.0	billion	of	its	debt	securities	or	the	exchange	of	its	debt securities	 for	 Entergy	 debt	 securities.	Entergy	expects	 to	use	 the	proceeds	 that	 it	receives	from	 the	 issuance	of	 its	debt	securities	 to	reduce outstanding	Entergy	debt,	repurchase	Entergy	common	shares,	or	for	other	corporate	purposes.	The	amount	to	be	paid	to	Entergy,	the	amount	and term	of	the	debt	Enexus	would	incur,	and	the	type	of	debt	and	entity	that	would	incur	the	debt	have	not	been	finally	determined,	but	would	be determined	prior	to	the	separation.	A	number	of	factors	could	affect	this	final	determination,	and	the	amount	of	debt	ultimately	incurred	could	be different	from	the	amount	disclosed.

Enexus	executed	a	$1.175	billion	credit	facility	in	December	2008.	Enexus	is	not	permitted	to	draw	on	the	$1.175	billion	facility	unless	certain conditions	are	met	on	or	prior	to	October	1,	2009,	including	consummation	of	the	spin-off.	Enexus	may	enter	into	other	financing	arrangements meant	to	support	Enexus'	working	capital	and	general	corporate	needs	and	credit	support	obligations	arising	from	hedging	and	normal	course	of business	requirements.

Due	to	the	condition	of	the	financial	markets,	it	is	uncertain	whether	financing	fundamental	to	the	spin-off	transaction	can	be	effected	in	the	near- term.	Entergy	and	Enexus	intend	to	launch	the	financing	after	requisite	regulatory	approvals	are	received	and	when	market	conditions	are	favorable for	such	an	issuance.	Entergy	expects	the	transaction	to	qualify	for	tax-free	treatment	for	U.S.	federal	income	tax	purposes	for	both	Entergy	and	its shareholders,	and	Entergy	has	received	a	private	letter	ruling	from	the	IRS	regarding	the	tax	free	treatment.	Final	terms	of	the	transactions	and spin-off	completion	are	subject	to	several	conditions,	including	the	final	approval	of	the	Board.

# Hurricane	Gustav	and	Hurricane	Ike

In	September	2008,	Hurricane	Gustav	and	Hurricane	Ike	caused	catastrophic	damage	to	portions	of	Entergy's	service	territories	in	Louisiana	and Texas,	and	to	a	lesser	extent	in	Arkansas	and	Mississippi.	The	storms	resulted	in	widespread	power	outages,	significant	damage	to	distribution, transmission,	and	generation	infrastructure,	and	the	loss	of	sales	during	the	power	outages.	Total	restoration	costs	for	the	repair	and/or	replacement of	Entergy's	electric	facilities	damaged	by	Hurricane	Gustav	and	Hurricane	Ike	are	estimated	to	be	in	the	range	of	$1.295	billion	to	$1.360	billion, as	follows:

|  | Hurricane	Gustav | Hurricane	Ike |
| :--- | :--- | :--- |
| Company | Restoration\tCosts | Restoration\tCosts |
|  | (In\tMillions) |  |
| Entergy\tArkansas | $17-20 | $14-15 |
| Entergy\tGulf\tStates\tLouisiana | 220-230 | 20-25 |
| Entergy\tLouisiana | 370-380 | 20-25 |

| Entergy	Mississippi | 18-20 | 3-5 |
| :--- | :--- | :--- |
| Entergy\tNew\tOrleans | 25-30 | 3-5 |
| Entergy\tTexas | 15 | 570-590 |
| Total | $665-695 | $630-665 |

The	Utility	operating	companies	are	considering	all	reasonable	avenues	to	recover	storm-related	costs	from	Hurricane	Gustav	and	Hurricane	Ike, including,	but	not	limited	to,	accessing	funded	storm	reserves;	federal	and	local	cost	recovery	mechanisms,	including	requests	for	Community Development	 Block	 Grant	 funding;	 securitization;	 and	 insurance,	 to	 the	 extent	 deductibles	 are	 met.	In	 October	 2008,	 Entergy	 Gulf	 States Louisiana,	Entergy	Louisiana,	and	Entergy	New	Orleans	drew	a	total	of	$229	million	from	their	funded	storm	reserves.	Entergy	Arkansas	requested and	has	received	APSC	approval	for	a	surcharge	to	recover	$22	million	of	its	2008	storm	restoration	costs,	as	discussed	in	Note	2	to	the	financial statements,	and	the	other	affected	Utility	operating	companies	expect	to	file	for	recovery	of	their	storm	restoration	costs	no	later	than	the	spring 2009.	Entergy	 is	currently	evaluating	 the	amount	of	 the	 losses	covered	by	 insurance	for	Entergy	and	each	of	 the	affected	Utility	operating companies.	Because	most	of	the	Hurricane	Gustav	damage	was	to	distribution	and	transmission	facilities	that	are	generally	not	covered	by	property insurance,	Entergy	does	not	expect	to	meet	its	deductibles	for	that	storm.	Because	Hurricane	Ike	caused	more	damage	by	flooding	and	also	caused more	damage	to	generation	facilities	as	compared	to	Hurricane	Gustav,	it	is	more	likely	that	Entergy	will	meet	its	deductibles	for	that	storm.

Entergy	has	recorded	the	estimated	costs	incurred,	including	payments	already	made,	that	were	necessary	to	return	customers	to	service.	Entergy has	 recorded	 approximately	 $746	 million	 against	 its	 storm	 damage	 provisions	 or	 as	 regulatory	 assets	 and	 approximately	 $484	 million	 in construction	expenditures.	Entergy	recorded	the	regulatory	assets	in	accordance	with	its	accounting	policies	and	based	on	the	historic	treatment	of such	costs	in	its	service	territories	(except	for	Entergy	Arkansas,	which	deferred	$19	million	of	its	costs	pursuant	to	an	APSC	order,	because	it discontinued	regulatory	storm	reserve	accounting	in	July	2007	as	a	result	of	an	earlier	APSC	order),	because	management	believes	that	recovery through	some	form	of	regulatory	mechanism	is	probable.	Because	Entergy	has	not	gone	through	the	regulatory	process	regarding	these	storm	costs, however,	there	is	an	element	of	risk,	and	Entergy	is	unable	to	predict	with	certainty	the	degree	of	success	it	may	have	in	its	recovery	initiatives,	the amount	of	restoration	costs	that	it	may	ultimately	recover,	or	the	timing	of	such	recovery.

# Entergy	Arkansas	January	2009	Ice	Storm

In	January	2009	a	severe	ice	storm	caused	significant	damage	to	Entergy	Arkansas'	transmission	and	distribution	lines,	equipment,	poles,	and	other facilities.	The	 preliminary	 cost	 estimate	 for	 the	 damage	 caused	 by	 the	 ice	 storm	 is	 approximately	 $165	 million	 to	 $200	 million,	 of	 which approximately	$80	million	to	$100	million	is	estimated	to	be	operating	and	maintenance	type	costs	and	the	remainder	is	estimated	to	be	capital investment.	On	January	30,	2009,	the	APSC	issued	an	order	inviting	and	encouraging	electric	public	utilities	to	file	specific	proposals	for	the recovery	of	extraordinary	storm	restoration	expenses	associated	with	the	ice	storm.	Although	Entergy	Arkansas	has	not	yet	filed	a	proposal	for	the recovery	of	its	costs,	on	February	16,	2009,	it	did	file	a	request	with	the	APSC	requesting	an	accounting	order	authorizing	deferral	of	the	operating and	maintenance	cost	portion	of	Entergy	Arkansas'	ice	storm	restoration	costs	pending	their	recovery.

# Entergy	New	Orleans	Bankruptcy

As	a	result	of	the	effects	of	Hurricane	Katrina	and	the	effect	of	extensive	flooding	that	resulted	from	levee	breaks	in	and	around	the	New	Orleans area,	on	September	23,	2005,	Entergy	New	Orleans	filed	a	voluntary	petition	in	bankruptcy	court	seeking	reorganization	relief	under	Chapter	11	of the	U.S.	Bankruptcy	Code.	On	May	7,	2007,	the	bankruptcy	judge	entered	an	order	confirming	Entergy	New	Orleans'	plan	of	reorganization.	With the	receipt	of	CDBG	funds,	and	the	agreement	on	insurance	recovery	with	one	of	its	excess	insurers,	Entergy	New	Orleans	waived	the	conditions precedent	in	its	plan	of	reorganization,	and	the	plan	became	effective	on	May	8,	2007.	See	Note	18	to	the	financial	statements	for	additional discussion	of	Entergy	New	Orleans'	bankruptcy	proceedings.

With	confirmation	of	the	plan	of	reorganization,	Entergy	reconsolidated	Entergy	New	Orleans	in	the	second	quarter	2007,	retroactive	to	January	1, 2007.	Because	Entergy	owns	all	of	the	common	stock	of	Entergy	New	Orleans,	reconsolidation	does	not	affect	the	amount	of	net	income	that Entergy	recorded	from	Entergy	New	Orleans'	operations	for	the	current	or	prior	periods,	but	does	result	in	Entergy	New	Orleans'	financial	results being	included	in	each	individual	income	statement	line	item	in	2007,	rather	than	only	its	net	income	being	presented	as	"Equity	in	earnings	of unconsolidated	equity	affiliates,"	as	remains	the	case	for	2006.

# Results	of	Operations

Following	are	income	statement	variances	for	Utility,	Non-Utility	Nuclear,	Parent	&	Other	business	segments,	and	Entergy	comparing	2008	to 2007	showing	how	much	the	line	item	increased	or	(decreased)	in	comparison	to	the	prior	period:

|  |  | Non-Utility | Parent	& |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Utility | Nuclear | Other | Entergy |
|  |  | (In\tThousands) | (In\tThousands) |  |
| 2007\tConsolidated\tNet\tIncome\t(Loss) | $682,707 | $539,200 | ($87,058) | $1,134,849 |
| Net\trevenue\t(operating\trevenue\tless\tfuel |  |  |  |  |
| expense, |  |  |  |  |
| \t\tpurchased\tpower,\tand\tother\tregulatory | (29,234) | 495,199 | (8,717) | 457,248 |
| \t\tcharges/credits) |  |  |  |  |
| Other\toperation\tand\tmaintenance\texpenses | 10,877 | 13,289 | 68,942 | 93,108 |
| Taxes\tother\tthan\tincome\ttaxes | 1,544 | 9,137 | (2,787) | 7,894 |
| Depreciation\tand\tamortization | 38,898 | 27,351 | 899 | 67,148 |
| Other\tincome | (2,871) | (40,896) | (42,001) | (85,768) |
| Interest\tcharges | (1,544) | 19,188 | (50,911) | (33,267) |
| Other\t(including\tdiscontinued\toperations) | 23,734 | 38,558 | 7 | 62,299 |
| Income\ttaxes | (10,744) | 88,700 | 10,625 | 88,581 |

2008	Consolidated	Net	Income	(Loss)

Refer to	"SELECTED	 FINANCIAL	 DATA	 -	 FIVE-YEAR	 COMPARISON	 OF	 ENTERGY	 CORPORATION	AND	 SUBSIDIARIES " which	accompanies	Entergy	Corporation's	financial	statements	in	this	report	for	further	information	with	respect	to	operating	statistics.

Earnings	were	negatively	affected	in	the	fourth	quarter	2007	by	expenses	of	$52	million	($32	million	net-of-tax)	recorded	in	connection	with	a nuclear	operations	fleet	alignment.	This	process	was	undertaken	with	the	goals	of	eliminating	redundancies,	capturing	economies	of	scale,	and

clearly	 establishing	 organizational	 governance.	 Most	 of	 the	 expenses	 related	 to	 the	 voluntary	 severance	 program	 offered	 to	 employees. Approximately	200	employees	from	the	Non-Utility	Nuclear	business	and	150	employees	in	the	Utility	business	accepted	the	voluntary	severance program	offers.

# Net	Revenue

# Utility

Following	is	an	analysis	of	the	change	in	net	revenue	comparing	2008	to	2007.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2007\tnet\trevenue | $4,618 |
| Purchased\tpower\tcapacity | (25) |
| Volume/weather | (14) |
| Retail\telectric\tprice | 9 |
| Other | 1 |
| 2008\tnet\trevenue | $4,589 |

The	purchased	power	capacity	variance	is	primarily	due	to	higher	capacity	charges.	A	portion	of	the	variance	is	due	to	the	amortization	of	deferred capacity	costs	and	is	offset	in	base	revenues	due	to	base	rate	increases	implemented	to	recover	incremental	deferred	and	ongoing	purchased	power capacity	charges.

The	volume/weather	variance	is	primarily	due	to	the	effect	of	less	favorable	weather	compared	to	the	same	period	in	2007	and	decreased	electricity usage	primarily	during	the	unbilled	sales	period.	Hurricane	Gustav	and	Hurricane	Ike,	which	hit	the	Utility's	service	territories	in	September	2008, contributed	an	estimated	$46	million	to	the	decrease	in	electricity	usage.	Industrial	sales	were	also	depressed	by	the	continuing	effects	of	the hurricanes	and,	especially	in	the	latter	part	of	the	year,	because	of	the	overall	decline	of	the	economy,	leading	to	lower	usage	in	the	latter	part	of	the year	affecting	both	the	large	customer	industrial	segment	as	well	as	small	and	mid-sized	industrial	customers.	The	decreases	in	electricity	usage were	partially	offset	by	an	increase	in	residential	and	commercial	customer	electricity	usage	that	occurred	during	the	periods	of	the	year	not affected	by	the	hurricanes.

# The	retail	electric	price	variance	is	primarily	due	to:

an	increase	in	the	Attala	power	plant	costs	recovered	through	the	power	management	rider	by	Entergy	Mississippi.	The	net	income	effect	of this	recovery	is	limited	to	a	portion	representing	an	allowed	return	on	equity	with	the	remainder	offset	by	Attala	power	plant	costs	in	other operation	and	maintenance	expenses,	depreciation	expenses,	and	taxes	other	than	income	taxes;

a	storm	damage	rider	that	became	effective	in	October	2007	at	Entergy	Mississippi;	and

an	Energy	Efficiency	rider	that	became	effective	in	November	2007	at	Entergy	Arkansas.

The	establishment	of	the	storm	damage	rider	and	the	Energy	Efficiency	rider	results	in	an	increase	in	rider	revenue	and	a	corresponding	increase	in other	operation	and	maintenance	expense	with	no	impact	on	net	income.	The	retail	electric	price	variance	was	partially	offset	by:

the	absence	of	interim	storm	recoveries	through	the	formula	rate	plans	at	Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana	which	ceased upon	the	Act	55	financing	of	storm	costs	in	the	third	quarter	2008;	and

a	credit	passed	on	to	customers	as	a	result	of	the	Act	55	storm	cost	financings.

Refer	to	"Liquidity	and	Capital	Resources	-	Hurricane	Katrina	and	Hurricane	Rita"	below	and	Note	2	to	the	financial	statements	for	a discussion	of	the	interim	recovery	of	storm	costs	and	the	Act	55	storm	cost	financings.

# Non-Utility	Nuclear

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2007\tnet\trevenue | $1,839 |
| Realized\tprice\tchanges | 309 |
| Palisades\tacquisition | 98 |
| Volume\tvariance\t(other\tthan | 73 |

| Fuel	expenses	(other	than	Palisades) | (19) |
| :--- | :--- |
| Other | 34 |
| 2008\tnet\trevenue | $2,334 |

As	shown	in	the	table	above,	net	revenue	for	Non-Utility	Nuclear	increased	by	$495	million,	or	27%,	in	2008	compared	to	2007	primarily	due	to higher	pricing	in	its	contracts	to	sell	power,	additional	production	available	from	the	acquisition	of	Palisades	in	April	2007,	and	fewer	outage	days. In	addition	to	the	refueling	outages	shown	in	the	table	below,	2007	was	affected	by	a	28	day	unplanned	outage.	Included	in	the	Palisades	net revenue	is	$76	million	and	$50	million	of	amortization	of	the	Palisades	purchased	power	agreement	in	2008	and	2007,	respectively,	which	is	non- cash	revenue	and	is	discussed	in	Note	15	to	the	financial	statements.	Following	are	key	performance	measures	for	2008	and	2007:

|  | 2008 | 2007 |
| :--- | :--- | :--- |
| Net\tMW\tin\toperation\tat\tDecember\t31 | 4,998 | 4,998 |
| Average\trealized\tprice\tper\tMWh | $59.51 | $52.69 |
| GWh\tbilled | 41,710 | 37,570 |
| Capacity\tfactor | 95% | 89% |
| Refueling\tOutage\tDays: |  |  |
| \t\t\tFitzPatrick | 26 | - |
| \t\t\tIndian\tPoint\t2 | 26 | - |
| \t\t\tIndian\tPoint\t3 | - | 24 |
| \t\t\tPalisades | - | 42 |
| \t\t\tPilgrim | - | 33 |
| \t\t\tVermont\tYankee | 22 | 24 |

# Realized	Price	per	MWh

When	Non-Utility	Nuclear	acquired	its	six	nuclear	power	plants	it	also	entered	into	purchased	power	agreements	with	each	of	the	sellers.	For	four of	the	plants,	the	688	MW	Pilgrim,	838	MW	FitzPatrick,	1,028	MW	Indian	Point	2,	and	1,041	MW	Indian	Point	3	plants,	the	original	purchased power	agreements	with	the	sellers	expired	in	2004.	The	purchased	power	agreement	with	the	seller	of	the	605	MW	Vermont	Yankee	plant	extends into	2012,	and	the	purchased	power	agreement	with	the	seller	of	the	798	MW	Palisades	plant	extends	into	2022.	Market	prices	in	the	New	York and	New	England	power	markets,	where	the	four	plants	with	original	purchased	power	agreements	that	expired	in	2004	are	located,	increased	since the	purchase	of	these	plants,	and	the	contracts	that	Non-Utility	Nuclear	entered	into	after	the	original	contracts	expired,	as	well	as	realized	day ahead	and	spot	market	sales,	have	generally	been	at	higher	prices	than	the	original	contracts.	Non-Utility	Nuclear's	annual	average	realized	price per	MWh	increased	from	$39.40	for	2003	to	$59.51	for	2008.	In	addition,	as	shown	in	the	contracted	sale	of	energy	table	in	"Market	and	Credit Risk	Sensitive	Instruments,"	Non-Utility	Nuclear	has	sold	forward	86%	of	its

planned	energy	output	for	2009	for	an	average	contracted	energy	price	of	$61	per	MWh.	Power	prices	increased	in	the	period	from	2003	through 2008	primarily	because	of	increases	in	the	price	of	natural	gas.	Natural	gas	prices	increased	in	the	period	from	2003	through	2008	primarily because	of	rising	production	costs	and	limited	imports	of	liquefied	natural	gas,	both	caused	by	global	demand	and	increases	in	the	price	of	crude oil.	In	addition,	increases	in	the	price	of	power	during	this	period	were	caused	secondarily	by	rising	heat	rates,	which	in	turn	were	caused	primarily by	load	growth	outpacing	new	unit	additions.	The	majority	of	the	existing	long-term	contracts	for	power	from	these	four	plants	expire	by	the	end of	2011.	Recent	trends	in	the	energy	commodity	markets	have	resulted	in	lower	natural	gas	prices	and	consequently	current	prevailing	market prices	for	electricity	in	the	New	York	and	New	England	power	regions	are	generally	below	the	prices	in	Non-Utility	Nuclear's	existing	contracts	in those	regions.	Therefore,	it	is	uncertain	whether	Non-Utility	Nuclear	will	continue	to	experience	increases	in	its	annual	realized	price	per	MWh.

# Other	Income	Statement	Items

Other	operation	and	maintenance	expenses	increased	from	$1,856	million	for	2007	to	$1,867	million	for	2008.	The	variance	includes:

the	write-off	in	the	fourth	quarter	2008	of	$52	million	of	costs	previously	accumulated	in	Entergy	Arkansas's	storm	reserve	and	$16	million of	removal	costs	associated	with	the	termination	of	a	lease,	both	in	connection	with	the	December	2008	Arkansas	Court	of	Appeals	decision in	Entergy	Arkansas's	base	rate	case.		The	base	rate	case	is	discussed	in	more	detail	in	Note	2	to	the	financial	statements;

a	decrease	of	$39	million	in	payroll-related	and	benefits	costs;

a	decrease	of	$21	million	related	to	expenses	recorded	in	2007	in	connection	with	the	nuclear	operations	fleet	alignment,	as	discussed	above; a	decrease	of	approximately	$23	million	as	a	result	of	the	deferral	or	capitalization	of	storm	restoration	costs	for	Hurricane	Gustav	and Hurricane	Ike,	which	hit	the	Utility's	service	territories	in	September	2008;

an	increase	of	$18	million	in	storm	damage	charges	as	a	result	of	several	storms	hitting	Entergy	Arkansas'	service	territory	in	2008,	including Hurricane	Gustav	and	Hurricane	Ike	in	the	third	quarter	2008.	Entergy	Arkansas	discontinued	regulatory	storm	reserve	accounting	beginning July	2007	as	a	result	of	the	APSC	order	issued	in	Entergy	Arkansas'	base	rate	case.	As	a	result,	non-capital	storm	expenses	of	$41	million were	charged	in	2008	to	other	operation	and	maintenance	expenses.	In	December	2008,	$19	million	of	these	storm	expenses	were	deferred per	an	APSC	order	and	will	be	recovered	through	revenues	in	2009.	See	Note	2	to	the	financial	statements	for	discussion	of	the	APSC	order; and

an	increase	of	$17	million	in	fossil	plant	expenses	due	to	the	Ouachita	plant	acquisition	in	2008.

Depreciation	and	amortization	expenses	increased	primarily	due	to:

a	revision	in	the	third	quarter	2007	related	to	depreciation	on	storm	cost-related	assets.	Recoveries	of	the	costs	of	those	assets	are	now through	the	Act	55	financing	of	storm	costs,	as	approved	by	the	LPSC	in	the	third	quarter	2007.	See	"Liquidity	and	Capital	Resources	- Hurricane	Katrina	and	Hurricane	Rita"	below	and	Note	2	to	the	financial	statements	for	a	discussion	of	the	Act	55	storm	cost	financing; a	revision	in	the	fourth	quarter	2008	of	estimated	depreciable	lives	involving	certain	intangible	assets	in	accordance	with	formula	rate	plan treatment;	and

an	increase	in	plant	in	service.

Other	 income	 increased	primarily	due	 to	dividends	earned	of	$29.5	million	by	Entergy	Louisiana	and	$10.3	million	by	Entergy	Gulf	States Louisiana	on	investments	in	preferred	membership	interests	of	Entergy	Holdings	Company.	This	increase	was	substantially	offset	by	the	cessation of	 carrying	 charges	 on	 storm	 restoration	 costs	 as	 a	 result	 of	 the	 Act	 55	 storm	 cost	 financing	 in	 2007	 and	 lower	 interest	 earned	 on	 the decommissioning	 trust	 funds.	The	 dividends	 on	 preferred	 stock	 are	 eliminated	 in	 consolidation	 and	 have	 no	 effect	 on	 net	 income	 since	 the investment	is	in	another	Entergy	subsidiary.

Other	operation	and	maintenance	expenses	increased	from	$760	million	in	2007	to	$773	million	in	2008.	This	increase	was	primarily	due	to deferring	costs	for	amortization	from	three	refueling	outages	in	2008	compared	to	four	refueling	outages	in	2007	and	to	a	$34	million	increase associated	with	owning	the	Palisades	plant,	which	was	acquired	in	April	2007,	for	the	entire	period.	The	increase	was	partially	offset	by	a	decrease of	$29	million	related	to	expenses	recorded	in	2007	in	connection	with	the	nuclear	operations	fleet	alignment,	as	discussed	above.

Depreciation	and	amortization	expenses	increased	from	$99	million	in	2007	to	$126	million	in	2008	as	a	result	of	the	acquisition	of	Palisades	in April	2007,	which	contributed	$12	million	to	the	increase,	as	well	as	other	increases	in	plant	in	service.

Other	income	decreased	primarily	due	to	$50	million	in	charges	to	interest	income	in	2008	resulting	from	the	recognition	of	impairments	of	certain securities	held	in	Non-Utility	Nuclear's	decommissioning	trust	funds	that	are	not	considered	temporary.

Other	expenses	increased	due	to	increases	of	$23	million	in	nuclear	refueling	outage	expenses	and	$15	million	in	decommissioning	expenses	that primarily	resulted	from	the	acquisition	of	Palisades	in	April	2007.

# Parent	&	Other

Other	operation	and	maintenance	expenses	increased	for	the	parent	company,	Entergy	Corporation,	primarily	due	to	outside	services	costs	of	$69 million	related	to	the	planned	spin-off	of	the	Non-Utility	Nuclear	business.

Interest	charges	decreased	primarily	due	to	lower	interest	rates	on	borrowings	under	Entergy	Corporation's	revolving	credit	facility.

Other	income	decreased	primarily	due	to	the	elimination	for	consolidation	purposes	of	dividends	earned	of	$29.5	million	by	Entergy	Louisiana	and $10.3	million	by	Entergy	Gulf	States	Louisiana	on	investments	in	preferred	membership	interests	of	Entergy	Holdings	Company,	as	discussed above.

# Income	Taxes

The	effective	income	tax	rate	for	2008	was	32.7%.	The	reduction	in	the	effective	income	tax	rate	versus	the	federal	statutory	rate	of	35%	in	2008	is primarily	due	to:

a	capital	loss	recognized	for	income	tax	purposes	on	the	liquidation	of	Entergy	Power	Generation,	LLC	in	the	third	quarter	2008,	which resulted	in	an	income	tax	benefit	of	approximately	$79.5	million.	Entergy	Power	Generation,	LLC	was	a	holding	company	in	Entergy's	non- nuclear	wholesale	assets	business;

recognition	of	tax	benefits	of	$44.3	million	associated	with	the	loss	on	sale	of	stock	of	Entergy	Asset	Management,	Inc.,	a	non-nuclear wholesale	subsidiary,	as	a	result	of	a	settlement	with	the	IRS;	and

an	adjustment	to	state	income	taxes	for	Non-Utility	Nuclear	to	reflect	the	effect	of	a	change	in	the	methodology	of	computing	Massachusetts state	income	taxes	resulting	from	legislation	passed	in	the	third	quarter	2008,	which	resulted	in	an	income	tax	benefit	of	approximately	$18.8 million.

# These	factors	were	partially	offset	by:

income	taxes	recorded	by	Entergy	Power	Generation,	LLC,	prior	to	its	liquidation,	resulting	from	the	redemption	payments	it	received	in connection	with	its	investment	in	Entergy	Nuclear	Power	Marketing,	LLC	during	the	third	quarter	2008,	which	resulted	in	an	income	tax expense	of	approximately	$16.1	million;	and

book	and	tax	differences	for	utility	plant	items	and	state	income	taxes	at	the	Utility	operating	companies,	including	the	flow-through treatment	of	Arkansas	write-offs	discussed	above.

The	effective	income	tax	rate	for	2007	was	30.7%.	The	reduction	in	the	effective	income	tax	rate	versus	the	federal	statutory	rate	of	35%	in	2007	is primarily	due	to:

a	reduction	in	income	tax	expense	due	to	a	step-up	in	the	tax	basis	on	the	Indian	Point	2	non-qualified	decommissioning	trust	fund	resulting from	restructuring	of	the	trusts,	which	reduced	deferred	taxes	on	the	trust	fund	and	reduced	current	tax	expense;

the	resolution	of	tax	audit	issues	involving	the	2002-2003	audit	cycle;

an	adjustment	to	state	income	taxes	for	Non-Utility	Nuclear	to	reflect	the	effect	of	a	change	in	the	methodology	of	computing	New	York	state income	taxes	as	required	by	that	state's	taxing	authority;

book	and	tax	differences	related	to	the	allowance	for	equity	funds	used	during	construction;	and

the	amortization	of	investment	tax	credits.

These	factors	were	partially	offset	by	book	and	tax	differences	for	utility	plant	items	and	state	income	taxes	at	the	Utility	operating	companies.

See	Note	3	to	the	financial	statements	for	a	reconciliation	of	the	federal	statutory	rate	of	35.0%	to	the	effective	income	tax	rates,	and	for	additional discussion	regarding	income	taxes.

Following	are	income	statement	variances	for	Utility,	Non-Utility	Nuclear,	Parent	&	Other	business	segments,	and	Entergy	comparing	2007	to

2006	showing	how	much	the	line	item	increased	or	(decreased)	in	comparison	to	the	prior	period:

|  |  | Non-Utility 	 Parent	& | Non-Utility 	 Parent	& |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Utility | Nuclear | Other | Entergy |
|  |  | (In\tThousands) | (In\tThousands) |  |
| 2006\tConsolidated\tNet\tIncome | $691,160 | $309,496 | $131,946 | $1,132,602 |
| Net\trevenue\t(operating\trevenue\tless\tfuel |  |  |  |  |
| expense, |  |  |  |  |
| \t\tpurchased\tpower,\tand\tother\tregulatory | 346,753 | 451,374 | (62,994) | 735,133 |
| \t\tcharges/credits) |  |  |  |  |
| Other\toperation\tand\tmaintenance\texpenses | 207,468 | 122,511 | (15,689) | 314,290 |
| Taxes\tother\tthan\tincome\ttaxes | 42,553 | 16,265 | 1,679 | 60,497 |
| Depreciation\tand\tamortization | 46,307 | 27,510 | 2,103 | 75,920 |
| Other\tincome | 8,732 | (12,193) | (90,071) | (93,532) |
| Interest\tcharges | 15,405 | (12,686) | 81,633 | 84,352 |
| Other\t(including\tdiscontinued\toperations) | (3,285) | (30,129) | 492 | (32,922) |
| Income\ttaxes | 48,920 | 25,748 | (3,295) | 71,373 |
| 2007\tConsolidated\tNet\tIncome\t(Loss) | $682,707 | $539,200 | ($87,058) | $1,134,849 |

Earnings	were	negatively	affected	in	the	fourth	quarter	2007	by	expenses	of	$52	million	($32	million	net-of-tax)	recorded	in	connection	with	a nuclear	operations	fleet	alignment.	This	process	was	undertaken	with	the	goals	of	eliminating	redundancies,	capturing	economies	of	scale,	and clearly	 establishing	 organizational	 governance.	Most	 of	 the	 expenses	 related	 to	 the	 voluntary	 severance	 program	 offered	 to	 employees. Approximately	200	employees	from	the	Non-Utility	Nuclear	business	and	150	employees	in	the	Utility	business	accepted	the	voluntary	severance program	offers.

As	discussed	above,	Entergy	New	Orleans	was	reconsolidated	retroactive	to	January	1,	2007	and	its	results	are	included	in	each	individual	income statement	line	item	for	2007.	The	variance	explanations	for	the	Utility	for	2007	compared	to	2006	in	"Results	of	Operations"	reflect	the	2006 results	of	operations	of	Entergy	New	Orleans	as	if	it	were	reconsolidated	in	2006,	consistent	with	the	2007	presentation	including	the	results	in each	 individual	 income	 statement	 line	 item.	Entergy's	as-reported	results	for	2006,	which	had	Entergy	New	Orleans	deconsolidated,	and	 the amounts	needed	to	reconsolidate	Entergy	New	Orleans,	which	include	intercompany	items,	are	set	forth	in	the	table	below.

|  | For	the	Year	Ended	December	31,	2006 | For	the	Year	Ended	December	31,	2006 |
| :--- | :--- | :--- |
|  | Entergy\tCorporation | Entergy |
|  | and\tSubsidiaries | New\tOrleans |
|  | (as\treported) | adjustment* |
|  | (In\tThousands) |  |
| Operating\tRevenues | $10,932,158 | $305,077 |
| Operating\tExpenses: |  |  |
| \t\t\tFuel,\tfuel-related,\tand\tgas\tpurchased\tfor\tresale\tand\tpurchased\tpower | 5,282,310 | 113,888 |
| \t\t\tOther\toperation\tand\tmaintenance | 2,335,364 | 100,094 |
| \t\t\tTaxes\tother\tthan\tincome\ttaxes | 428,561 | 34,953 |
| \t\t\tDepreciation\tand\tamortization | 887,792 | 31,465 |
| \t\t\tOther\tregulatory\tcharges\t(credits)\t-\tnet | (122,680) | 4,160 |
| \t\t\tOther\toperating\texpenses | 315,451 | 169 |
| Total\tOperating\tExpenses | $9,126,798 | $284,729 |
| Other\tIncome | $348,587 | ($8,244) |
| Interest\tand\tOther\tCharges | $577,805 | $7,053 |
| Income\tFrom\tContinuing\tOperations\tBefore\tIncome\tTaxes | $1,576,142 | $5,051 |
| Income\tTaxes | $443,044 | $5,051 |
| Consolidated\tNet\tIncome | $1,132,602 | $\t- |

* Reflects	the	adjustment	needed	to	reconsolidate	Entergy	New	Orleans	for	2006.	The adjustment	includes	intercompany	eliminations.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2006\tnet\trevenue\t(includes\t$187 |  |
| million\tfor\tEntergy\tNew\tOrleans) | $4,458 |
| \t\t\tRetail\telectric\tprice | 90 |
| \t\t\tVolume/weather | 89 |

| Fuel	recovery | 52 |
| :--- | :--- |
| \t\t\tTransmission\trevenue | 38 |
| \t\t\tPurchased\tpower\tcapacity | (90) |
| \t\t\tNet\twholesale\trevenue | (59) |
| \t\t\tOther | 40 |
| \t\t\t2007\tnet\trevenue | $4,618 |

The	retail	electric	price	variance	resulted	from	rate	increases	primarily	at	Entergy	Louisiana	effective	September	2006	for	the	2005	formula	rate plan	filing	to	recover	LPSC-approved	incremental	deferred	and	ongoing	purchased	power	capacity	costs.	The	formula	rate	plan	filing	is	discussed in	Note	2	to	the	financial	statements.

The	volume/weather	variance	resulted	primarily	from	increased	electricity	usage	in	the	residential	and	commercial	sectors,	including	increased usage	 during	 the	 unbilled	 sales	 period.	Billed	retail	electricity	usage	 increased	by	a	 total	of	1,591	GWh,	an	 increase	of	1.6%.	See	"Critical Accounting	Estimates"	herein	and	Note	1	to	the	financial	statements	for	a	discussion	of	the	accounting	for	unbilled	revenues.

The	fuel	recovery	variance	is	primarily	due	to	the	inclusion	of	Grand	Gulf	costs	in	Entergy	New	Orleans'	fuel	recoveries	effective	July	1,	2006.	In June	2006,	the	City	Council	approved	the	recovery	of	Grand	Gulf	costs	through	the	fuel	adjustment	clause,	without	a	corresponding	change	in	base rates	(a	significant	portion	of	Grand	Gulf	costs	was	previously	recovered	through	base	rates).	The	increase	is	also	due	to	purchased	power	costs deferred	at	Entergy	Louisiana	and	Entergy	New	Orleans	as	a	result	of	the	re-pricing,	retroactive	to	2003,	of	purchased	power	agreements	among Entergy	system	companies	as	directed	by	the	FERC.

The	transmission	revenue	variance	is	due	to	higher	rates	and	the	addition	of	new	transmission	customers	in	late-2006.

The	purchased	power	capacity	variance	is	due	to	higher	capacity	charges	and	new	purchased	power	contracts	that	began	in	mid-2006.	A	portion	of the	variance	is	due	to	the	amortization	of	deferred	capacity	costs	and	is	offset	in	base	revenues	due	to	base	rate	increases	implemented	to	recover incremental	deferred	and	ongoing	purchased	power	capacity	charges	at	Entergy	Louisiana,	as	discussed	above.

The	net	wholesale	revenue	variance	is	due	primarily	to	1)	more	energy	available	for	resale	at	Entergy	New	Orleans	in	2006	due	to	the	decrease	in retail	usage	caused	by	customer	losses	following	Hurricane	Katrina	and	2)	the	inclusion	in	2006	revenue	of	sales	into	the	wholesale	market	of Entergy	New	Orleans'	share	of	the	output	of	Grand	Gulf,	pursuant	to	City	Council	approval	of	measures	proposed	by	Entergy	New	Orleans	to address	the	reduction	in	Entergy	New	Orleans'	retail	customer	usage	caused	by	Hurricane	Katrina	and	to	provide	revenue	support	for	the	costs	of Entergy	New	Orleans'	share	of	Grand	Gulf.	The	net	wholesale	revenue	variance	is	partially	offset	by	the	effect	of	lower	wholesale	revenues	in	the third	quarter	2006	due	to	an	October	2006	FERC	order	requiring	Entergy	Arkansas	to	make	a	refund	to	a	coal	plant	co-owner	resulting	from	a contract	dispute.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2006\tnet\trevenue | $1,388 |
| Realized\tprice\tchanges | 264 |
| Palisades\tacquisition | 209 |
| Volume\tvariance\t(other\tthan | (56) |
| Palisades) |  |
| Other | 34 |
| 2007\tnet\trevenue | $1,839 |

As	shown	in	the	table	above,	net	revenue	increased	for	Non-Utility	Nuclear	by	$451	million,	or	33%,	for	2007	compared	to	2006	primarily	due	to higher	pricing	in	its	contracts	to	sell	power	and	additional	production	available	resulting	from	the	acquisition	of	the	Palisades	plant	in	April	2007. Included	in	the	Palisades	net	revenue	is	$50	million	of	amortization	of	the	Palisades	purchased	power	agreement	in	2007,	which	is	non-cash revenue	and	is	discussed	in	Note	15	to	the	financial	statements.	The	increase	was	partially	offset	by	the	effect	on	revenues	of	four	refueling	outages in	2007	compared	to	two	in	2006.	Following	are	key	performance	measures	for	Non-Utility	Nuclear	for	2007	and	2006:

|  | 2007 | 2006 |
| :--- | :--- | :--- |
| Net\tMW\tin\toperation\tat\tDecember\t31 | 4,998 | 4,200 |
| Average\trealized\tprice\tper\tMWh | $52.69 | $44.33 |
| GWh\tbilled | 37,570 | 34,847 |
| Capacity\tfactor | 89% | 95% |
| Refueling\tOutage\tDays: |  |  |
| \t\t\tFitzPatrick | - | 27 |
| \t\t\tIndian\tPoint\t2 | - | 31 |
| \t\t\tIndian\tPoint\t3 | 24 | - |
| \t\t\tPalisades | 42 | - |
| \t\t\tPilgrim | 33 | - |
| \t\t\tVermont\tYankee | 24 | - |

Net	revenue	decreased	for	Parent	&	Other	from	$114	million	for	2006	to	$51	million	for	2007	primarily	due	to	the	sale	of	the	non-nuclear wholesale	asset	business'	remaining	interest	in	a	power	development	project	in	the	second	quarter	2006,	which	resulted	in	a	$14.1	million	gain ($8.6	million	net-of-tax).	Also	contributing	to	the	decrease	were	higher	natural	gas	prices	in	2007	compared	to	the	same	period	in	2006	as	well	as lower	production	as	a	result	of	an	additional	plant	outage	in	2007	compared	to	the	same	period	in	2006.	A	substantial	portion	of	the	effect	on	net income	of	this	decline	is	offset	by	a	related	decrease	in	other	operation	and	maintenance	expenses.

Other	operation	and	maintenance	expenses	increased	from	$1,749	million	for	2006	to	$1,855	million	for	2007	primarily	due	to:

an	increase	of	$34	million	in	nuclear	expenses	primarily	due	to	non-refueling	outages,	increased	nuclear	labor	and	contract	costs,	and	higher NRC	fees;

an	increase	of	$21	million	related	to	expenses	in	the	fourth	quarter	2007	in	connection	with	the	nuclear	operations	fleet	alignment,	as discussed	above;

an	increase	of	$20	million	in	transmission	expenses,	including	independent	coordinator	of	transmission	expenses	and	transmission	line	and substation	maintenance;

an	increase	of	$16	million	as	a	result	of	higher	insurance	premiums	in	addition	to	the	timing	of	premium	payments	compared	to	2006;

an	increase	of	$16	million	in	fossil	plant	expenses	due	to	differing	outage	schedules	and	scopes	from	2006	to	2007	and	the	return	to	normal operations	work	in	2007	versus	storm	restoration	activities	in	2006	as	a	result	of	Hurricane	Katrina;

an	increase	of	$11	million	due	to	a	provision	for	storm-related	bad	debts;	and

an	increase	of	$10	million	in	distribution	expenses,	including	higher	contract	labor	costs,	increases	in	vegetation	maintenance	costs,	and	the return	to	normal	operations	work	in	2007	versus	storm	restoration	activities	in	2006	as	a	result	of	Hurricane	Katrina	and	Hurricane	Rita.	This increase	is	net	of	an	environmental	liability	credit	of	$8	million	for	resolution	of	a	pollution	loss	provision.

The	increase	is	partially	offset	by	a	decrease	of	$23	million	in	payroll,	payroll-related,	and	benefits	costs.

Depreciation	and	amortization	expenses	increased	from	$835	million	for	2006	to	$850	million	for	2007	primarily	due	to	an	increase	in	plant	in service	and	a	revision	made	in	the	first	quarter	2006	to	estimated	depreciable	lives	involving	certain	intangible	assets.	The	increase	was	partially offset	by	a	revision	in	the	third	quarter	2007	related	to	depreciation	previously	recorded	on	storm-related	assets.	Recovery	of	the	cost	of	those	assets will	now	be	through	the	securitization	of	storm	costs	approved	by	the	LPSC	in	the	third	quarter	2007.	The	securitization	approval	is	discussed	in Note	2	to	the	financial	statements.

Other	operation	and	maintenance	expenses	increased	from	$637	million	for	2006	to	$760	million	for	2007	primarily	due	to	the	acquisition	of	the Palisades	plant	in	April	2007	and	expenses	of	$29	million	in	the	fourth	quarter	2007	in	connection	with	the	nuclear	operations	fleet	alignment.

Other	expenses	increased	due	to	increases	of	$14.4	million	in	nuclear	refueling	outage	expense	and	$15.7	million	in	decommissioning	expense	that resulted	almost	entirely	from	the	acquisition	of	Palisades	in	April	2007.

Interest	charges	increased	from	$101	million	for	2006	to	$183	million	for	2007	primarily	due	to	additional	borrowings	under	Entergy	Corporation's revolving	credit	facilities.

Other	income	decreased	from	$93	million	for	2006	to	$3	million	for	2007	primarily	due	to	a	gain	of	approximately	$55	million	(net-of-tax)	in	the fourth	quarter	of	2006	related	to	the	Entergy-Koch	investment.	In	2004,	Entergy-Koch	sold	its	energy	trading	and	pipeline	businesses	to	third parties.	At	that	time,	Entergy	received	$862	million	of	the	sales	proceeds	in	the	form	of	a	cash	distribution	by	Entergy-Koch.	Due	to	the	November 2006	expiration	of	contingencies	on	the	sale	of	Entergy-Koch's	trading	business,	and	the	corresponding	release	to	Entergy-Koch	of	sales	proceeds held	in	escrow,	Entergy	received	additional	cash	distributions	of	approximately	$163	million	during	the	fourth	quarter	of	2006	and	recorded	a	gain of	approximately	$55	million	(net-of-tax).	Entergy	expects	future	distributions	upon	liquidation	of	the	partnership	will	be	less	than	$35	million.

The	effective	income	tax	rate	for	2006	was	27.6%.	The	reduction	in	the	effective	income	tax	rate	versus	the	federal	statutory	rate	of	35%	in	2006	is primarily	due	to	tax	benefits,	net	of	reserves,	resulting	from	the	tax	capital	loss	recognized	in	connection	with	the	liquidation	of	Entergy	Power International	Holdings,	Entergy's	holding	company	for	Entergy-Koch.	Also	contributing	to	the	lower	rate	for	2006	is	an	IRS	audit	settlement	that allowed	Entergy	to	release	from	its	tax	reserves	settled	issues	relating	to	1996-1998	audit	cycle.

# Liquidity	and	Capital	Resources

This	section	discusses	Entergy's	capital	structure,	capital	spending	plans	and	other	uses	of	capital,	sources	of	capital,	and	the	cash	flow	activity presented	in	the	cash	flow	statement.

# Hurricane	Gustav,	Hurricane	Ike,	Arkansas	Ice	Storm,	and	Other	Short-term	Liquidity	Sources	and	Uses

As	discussed	above,	Entergy	is	currently	evaluating	various	sources	of	recovering	its	Hurricane	Gustav,	Hurricane	Ike,	and	Arkansas	ice	storm restoration	costs.	Entergy	believes	its	total	liquidity	is	sufficient	to	meet	its	current	obligations,	including	the	effects	associated	with	Hurricane Gustav,	Hurricane	Ike,	and	the	Arkansas	ice	storm.	Nevertheless,	each	Utility	operating	company	is	responsible	for	its	storm	restoration	cost obligations	and	for	 recovering	 its	 storm-related	 costs.	In	October	2008,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	Entergy	New Orleans	drew	all	of	their	funded	storm	reserves,	a	total	of	$229	million.	As	of	December	31,	2008,	Entergy	had	$1.9	billion	of	cash	and	cash equivalents	on	hand	on	a	consolidated	basis,	and	believes	that	it	has	sufficient	financing	authority,	subject	to	debt	covenants,	to	meet	its	anticipated obligations.

Entergy's	and	the	Utility's	short-term	financing	authorizations	and	credit	facilities	are	discussed	in	more	detail	in	Note	4	to	the	financial	statements. As	of	December	31,	2008,	Entergy	had	undrawn	revolving	credit	facility	capacity	of	$195	million	at	Entergy	Corporation,	$100	million	at	Entergy Arkansas,	$100	million	at	Entergy	Gulf	States	Louisiana,	$200	million	at	Entergy	Louisiana,	and	$50	million	at	Entergy	Mississippi,	subject	to debt	 covenants.	Entergy	Texas	was	fully	drawn	under	its	$100	million	revolving	credit	facility.	Entergy	Corporation's	revolving	credit	facility requires	it	to	maintain	a	consolidated	debt	ratio	of	65	percent	or	less	of	its	total	capitalization.	Some	of	the	Utility	operating	company	credit facilities	 have	 similar	 covenants.	The	 Entergy	Arkansas	 and	 Entergy	 Mississippi	 revolving	 credit	 facilities	 expire	 in	April	 and	 May	 2009, respectively.	These	facilities	are	generally	renewed	on	an	annual	basis.	The	remaining	Utility	operating	company	credit	facilities	and	the	Entergy Corporation	credit	facility	expire	in	2012.	Entergy	anticipates	that	operating	cash	flow	in	excess	of	storm	restoration	spending	will	remain	a	source of	liquidity.

Long-term	debt	maturities	in	2009	occur	in	the	fourth	quarter	and	include	$219	million	at	the	Utility,	$30	million	at	Non-Utility	Nuclear,	and	$267 million	at	Entergy	Corporation.	In	January	2009,	Entergy	Texas	issued	$500	million	of	long-term	debt	and	used	a	portion	of	the	proceeds	to	repay its	 $160	 million	 note	 payable	 to	 Entergy	 Corporation,	 to	 repay	 the	 $100	 million	 outstanding	 on	 its	 credit	 facility,	 and	 to	 repay	 short-term borrowings	 under	 the	 Entergy	 System	 money	 pool.	Entergy	 Texas	 intends	 to	 use	 the	 remaining	 proceeds	 to	 repay	 on	 or	 prior	 to	 maturity approximately	$70	million	of	obligations	that	had	been	assumed	by	Entergy	Texas	under	the	debt	assumption	agreement	with	Entergy	Gulf	States Louisiana	and	for	other	general	corporate	purposes.	In	February	2009,	Entergy	Corporation	was	unable	to	remarket	successfully	$500	million	of notes	associated	with	its	equity	units.	The	note	holders	therefore	put	the	notes	to	Entergy,	Entergy	retired	the	notes,	and	Entergy	issued	6.6	million shares	of	common	stock	to	the	note	holders.	See	Note	5	to	the	financial	statements	for	details	regarding	long-term	debt.

# Capital	Structure

Entergy's	capitalization	is	balanced	between	equity	and	debt,	as	shown	in	the	following	table.	The	increase	in	the	debt	to	capital	percentage	from 2007	to	2008	is	primarily	the	result	of	additional	borrowings	under	Entergy	Corporation's	revolving	credit	facilities.	The	increase	in	the	debt	to capital	percentage	from	2006	to	2007	is	primarily	the	result	of	additional	borrowings	under	Entergy	Corporation's	revolving	credit	facility,	along with	a	decrease	in	shareholders'	equity	primarily	due	to	repurchases	of	common	stock.	The	increases	in	the	debt	to	capital	percentages	are	in	line with	Entergy's	financial	and	risk	management	aspirations.

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Net\tdebt\tto\tnet\tcapital\tat\tthe\tend\tof\tthe\tyear | 55.6% | 54.7% | 49.4% |
| Effect\tof\tsubtracting\tcash\tfrom\tdebt | 4.1% | 2.9% | 2.9% |
| Debt\tto\tcapital\tat\tthe\tend\tof\tthe\tyear | 59.7% | 57.6% | 52.3% |

Net	debt	consists	of	debt	less	cash	and	cash	equivalents.	Debt	consists	of	notes	payable,	capital	lease	obligations,	preferred	stock	with	sinking	fund, and	long-term	debt,	including	the	currently	maturing	portion.	Capital	consists	of	debt,	shareholders'	equity,	and	preferred	stock	without	sinking fund.	Net	capital	consists	of	capital	less	cash	and	cash	equivalents.	Entergy	uses	the	net	debt	to	net	capital	ratio	in	analyzing	its	financial	condition and	believes	it	provides	useful	information	to	its	investors	and	creditors	in	evaluating	Entergy's	financial	condition.

Long-term	debt,	including	the	currently	maturing	portion,	makes	up	substantially	all	of	Entergy's	total	debt	outstanding.	Following	are	Entergy's long-term	debt	principal	maturities	and	estimated	interest	payments	as	of	December	31,	2008.	To	estimate	future	interest	payments	for	variable	rate debt,	Entergy	used	the	rate	as	of	December	31,	2008.	The	figures	below	include	payments	on	the	Entergy	Louisiana	and	System	Energy	sale- leaseback	transactions,	which	are	included	in	long-term	debt	on	the	balance	sheet.

| estimated	interest	payments | 2009 | 2010 | 2011 | 2012-2013 | after	2013 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Utility | $661 | $887 | $708 | $1,686 | $7,572 |
| Non-Utility\tNuclear | 36 | 37 | 36 | 53 | 82 |
| Parent\tCompany\tand\tOther |  |  |  |  |  |
| \t\tBusiness\tSegments | 417 | 401 | 662 | 3,278 | - |
| Total | $1,114 | $1,325 | $1,406 | $5,017 | $7,654 |

Note	5	to	the	financial	statements	provides	more	detail	concerning	long-term	debt.

Entergy	Corporation	has	a	revolving	credit	facility	that	expires	in	August	2012	and	has	a	borrowing	capacity	of	$3.5	billion.	Entergy	Corporation also	has	the	ability	to	issue	letters	of	credit	against	the	total	borrowing	capacity	of	the	credit	facility.	The	facility	fee	is	currently	0.09%	of	the commitment	amount.	Facility	fees	and	interest	rates	on	loans	under	the	credit	facility	can	fluctuate	depending	on	the	senior	unsecured	debt	ratings of	Entergy	Corporation.	The	weighted	average	interest	rate	as	of	December	31,	2008	was	2.171%	on	the	drawn	portion	of	the	facility.

As	of	December	31,	2008,	amounts	outstanding	and	capacity	available	under	the	$3.5	billion	credit	facility	are:

|  |  | Letters | Capacity |
| :--- | :--- | :--- | :--- |
| Capacity | Borrowings | of\tCredit | Available |
|  | (In\tMillions) | (In\tMillions) |  |
| $3,500 | $3,237 | $68 | $195 |

Under	covenants	contained	in	Entergy	Corporation's	credit	facility	and	in	the	indenture	governing	Entergy	Corporation's	senior	notes,	Entergy	is required	 to	 maintain	 a	 consolidated	 debt	 ratio	 of	 65%	 or	 less	 of	 its	 total	 capitalization.	 	 The	 calculation	 of	 this	 debt	 ratio	 under	 Entergy Corporation's	credit	facility	and	in	the	indenture	governing	the	Entergy	Corporation	senior	notes	is	different	than	the	calculation	of	the	debt	to capital	ratio	above.	Entergy	is	currently	in	compliance	with	this	covenant.	If	Entergy	fails	to	meet	this	ratio,	or	if	Entergy	or	one	of	the	Utility

operating	companies	(except	Entergy	New	Orleans)	defaults	on	other	indebtedness	or	is	in	bankruptcy	or	insolvency	proceedings,	an	acceleration	of the	Entergy	Corporation	credit	facility's	maturity	date	may	occur	and	there	may	be	an	acceleration	of	amounts	due	under	Entergy	Corporation's senior	notes.

Capital	lease	obligations,	including	nuclear	fuel	leases,	are	a	minimal	part	of	Entergy's	overall	capital	structure,	and	are	discussed	further	in	Note 10	to	the	financial	statements.	Following	are	Entergy's	payment	obligations	under	those	leases:

|  | 2009 | 2010 | 2011 | 2012-2013 | after	2013 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Capital\tlease\tpayments,\tincluding\nnuclear\tfuel\tleases | $162 | $307 | $3 | $5 | $28 |

Notes	payable	includes	borrowings	outstanding	on	credit	facilities	with	original	maturities	of	less	than	one	year.	Entergy	Arkansas,	Entergy	Gulf States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	Texas	each	had	credit	facilities	available	as	of	December	31,	2008	as follows:

| Company | Expiration	Date | Amount	of<br>Facility | Interest<br>Rate	(a) | Amount	Drawn	as<br>of	Dec.	31,	2008 |
| :--- | :--- | :--- | :--- | :--- |
| Entergy\tArkansas | April\t2009 | \t $100\tmillion\t(b) | 2.75% | - |
| Entergy\tGulf\tStates\tLouisiana | August\t2012 | \t $100\tmillion\t(c) | 0.84563% | - |
| Entergy\tLouisiana | August\t2012 | \t $200\tmillion\t(d) | 0.84563% | - |
| Entergy\tMississippi | May\t2009 | $30\tmillion\t(e) | 1.71125% | - |
| Entergy\tMississippi | May\t2009 | $20\tmillion\t(e) | 1.71125% | - |
| Entergy\tTexas | August\t2012 | $100\tmillion\t(f) | 2.285% | $100\tmillion |

(a) The	 interest	 rate	 is	 the	 weighted	 average	 interest	 rate	 as	 of	 December	 31,	 2008 applied	or	that	would	be	applied	to	the	outstanding	borrowings	under	the	facility.

(b) The	credit	facility	requires	Entergy	Arkansas	to	maintain	a	debt	ratio	of	65%	or	less of	its	total	capitalization.

(c) The	credit	facility	allows	Entergy	Gulf	States	Louisiana	 to	 issue	 letters	of	credit against	the	borrowing	capacity	of	the	facility.	As	of	December	31,	2008,	no	letters	of credit	were	outstanding.	The	credit	facility	requires	Entergy	Gulf	States	Louisiana	to maintain	a	consolidated	debt	ratio	of	65%	or	less	of	its	total	capitalization.	Pursuant to	the	terms	of	the	credit	agreement,	the	amount	of	debt	assumed	by	Entergy	Texas ($770	million	as	of	December	31,	2008	and	$1.079	billion	as	of	December	31,	2007) is	excluded	from	debt	and	capitalization	in	calculating	the	debt	ratio.

(d) The	 credit	 facility	 allows	 Entergy	 Louisiana	 to	 issue	 letters	 of	 credit	 against	 the borrowing	capacity	of	the	facility.	As	of	December	31,	2008,	no	letters	of	credit	were outstanding.	The	 credit	 agreement	 requires	 Entergy	 Louisiana	 to	 maintain	 a consolidated	debt	ratio	of	65%	or	less	of	its	total	capitalization.

(e) Borrowings	 under	 the	 Entergy	 Mississippi	 credit facilities	 may	 be	 secured	 by	 a security	interest	in	its	accounts	receivable.

# Operating	Lease	Obligations	and	Guarantees	of	Unconsolidated	Obligations

Entergy	has	a	minimal	amount	of	operating	lease	obligations	and	guarantees	in	support	of	unconsolidated	obligations.	Entergy's	guarantees	in support	of	unconsolidated	obligations	are	not	likely	to	have	a	material	effect	on	Entergy's	financial	condition	or	results	of	operations.	Following	are Entergy's	payment	obligations	as	of	December	31,	2008	on	non-cancelable	operating	leases	with	a	term	over	one	year:

The	operating	leases	are	discussed	more	thoroughly	in	Note	10	to	the	financial	statements.

# Summary	of	Contractual	Obligations	of	Consolidated	Entities

| Contractual	Obligations | 2009 | 2010-2011 | 2012-2013 | after	2013 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Long-term\tdebt\t(1) | $1,114 | $2,731 | $5,017 | $7,654 | $16,516 |
| Capital\tlease\tpayments\t(2) | $162 | $310 | $5 | $28 | $505 |
| Operating\tleases\t(2) | $90 | $166 | $73 | $119 | $448 |
| Purchase\tobligations\t(3) | $1,548 | $2,791 | $1,381 | $3,530 | $9,250 |

(1) Includes estimated interest payments.	Long-term	 debt is	 discussed in	 Note	 5 to the financial statements.

(2) Capital	lease	payments	include	nuclear	fuel	leases.	Lease	obligations	are	discussed	in	Note	10	to	the financial	statements.

(3) Purchase	 obligations	 represent	 the	 minimum	 purchase	 obligation	 or	 cancellation	 charge	 for contractual	obligations	to	purchase	goods	or	services.	Almost	all	of	the	total	are	fuel	and	purchased power	obligations.

In	addition	to	the	contractual	obligations,	Entergy	expects	to	make	payments	of	approximately	$243	million	for	the	years	2009-2011	related	to Hurricane	Katrina,	Hurricane	Gustav,	and	Hurricane	Ike	restoration	work,	including	approximately	$104	million	of	continued	gas	rebuild	work	at Entergy	New	Orleans.	Entergy	Arkansas	estimates	that	it	will	pay	$165	million	to	$200	million	for	ice	storm	restoration	costs	incurred	in	January 2009.	Also,	Entergy	expects	to	contribute	$140	million	to	its	pension	plans	and	$76	million	to	other	postretirement	plans	in	2009.	Guidance pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and	beyond,	continues	to	evolve,	be	interpreted	through technical	corrections	bills,	and	discussed	within	the	industry	and	congressional	lawmakers.	Any	changes	to	the	Pension	Protection	Act	as	a	result of	these	discussions	and	efforts	may	affect	the	level	of	Entergy's	pension	contributions	in	the	future.

Also	in	addition	to	the	contractual	obligations,	Entergy	has	$1.825	billion	of	unrecognized	tax	benefits	and	interest	for	which	the	timing	of payments	beyond	12	months	cannot	be	reasonably	estimated	due	to	uncertainties	in	the	timing	of	effective	settlement	of	tax	positions.	See	Note	3	to the	financial	statements	for	additional	information	regarding	unrecognized	tax	benefits.

# Capital	Funds	Agreement

Pursuant	to	an	agreement	with	certain	creditors,	Entergy	Corporation	has	agreed	to	supply	System	Energy	with	sufficient	capital	to:

maintain	System	Energy's	equity	capital	at	a	minimum	of	35%	of	its	total	capitalization	(excluding	short-term	debt);

permit	the	continued	commercial	operation	of	Grand	Gulf;

pay	in	full	all	System	Energy	indebtedness	for	borrowed	money	when	due;	and

enable	System	Energy	to	make	payments	on	specific	System	Energy	debt,	under	supplements	to	the	agreement	assigning	System	Energy's rights	in	the	agreement	as	security	for	the	specific	debt.

# Capital	Expenditure	Plans	and	Other	Uses	of	Capital

Following	are	the	amounts	of	Entergy's	planned	construction	and	other	capital	investments	by	operating	segment	for	2009	through	2011:

| Planned	construction	and	capital	investments | 2009 | 2010 | 2011 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |
| Maintenance\tCapital: |  |  |  |
| Utility | $738 | $715 | $713 |
| Non-Utility\tNuclear | 90 | 84 | 94 |
| Parent\tand\tOther | 8 | 8 | 8 |
|  | 836 | 807 | 815 |
| Capital\tCommitments: |  |  |  |
| Utility | 806 | 993 | 1,074 |
| Non-Utility\tNuclear | 357 | 277 | 262 |
|  | 1,163 | 1,270 | 1,336 |
| Total | $1,999 | $2,077 | $2,151 |

Maintenance	Capital	refers	to	amounts	Entergy	plans	to	spend	on	routine	capital	projects	that	are	necessary	to	support	reliability	of	its	service, equipment,	or	systems	and	to	support	normal	customer	growth.

Capital	 Commitments	 refers	 to	 non-routine	 capital	 investments	 for	 which	 Entergy	 is	 either	 contractually	 obligated,	 has	 Board	 approval,	 or otherwise	expects	to	make	to	satisfy	regulatory	or	legal	requirements.	Amounts	reflected	in	this	category	include	the	following:

The	currently	planned	construction	or	purchase	of	additional	generation	supply	sources	within	the	Utility's	service	territory	through	the Utility's	supply	plan	initiative,	including	Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana's	Little	Gypsy	Unit	3	repowering	project, which	is	discussed	below.

Entergy	Louisiana's	Waterford	3	steam	generators	replacement	project,	which	is	discussed	below.

Transmission	improvements	and	upgrades	designed	to	provide	improved	transmission	flexibility	in	the	Entergy	System.

Initial	development	costs	for	potential	new	nuclear	development	at	the	Grand	Gulf	and	River	Bend	sites,	including	licensing	and	design activities.	This	project	is	in	the	early	stages,	and	several	issues	remain	to	be	addressed	over	time	before	significant	additional	capital	would	be committed	to	this	project.	In	addition,	Entergy	is	temporarily	suspending	reviews	of	the	two	license	applications	for	the	sites	and	will	explore alternative	nuclear	technologies	for	this	project.

Nuclear	dry	cask	spent	fuel	storage,	license	renewal	projects,	and	a	potential	approximately	178	MW	uprate	of	the	Grand	Gulf	nuclear	plant that	is	currently	estimated	to	cost	System	Energy	$247	million	for	the	2009-2011	period.

Environmental	compliance	spending,	including	approximately	$206	million	for	the	2009-2011	period	for	installation	of	scrubbers	and	low NOx	burners	at	Entergy	Arkansas'	White	Bluff	coal	plant,	which	under	current	environmental	regulations	must	be	operational	by	September 2013.	The	project	is	still	in	the	planning	stages	and	has	not	been	designed,	but	the	latest	conceptual	cost	estimate	indicates	Entergy	Arkansas' share	of	the	project	could	cost	approximately	$630	million.	Entergy	continues	to	review	potential	environmental	spending	needs	and financing	alternatives	for	any	such	spending,	and	future	spending	estimates	could	change	based	on	the	results	of	this	continuing	analysis. NYPA	value	sharing	costs.

The	Utility's	generating	capacity	remains	short	of	customer	demand,	and	its	supply	plan	initiative	will	continue	to	seek	to	transform	its	generation portfolio	 with	 new	 or	 repowered	 generation	 resources.	Opportunities	resulting	from	 the	supply	plan	 initiative,	 including	new	projects	or	 the exploration	of	alternative	financing	sources,	could	result	in	increases	or	decreases	in	the	capital	expenditure	estimates	given	above.	In	addition,	the planned	construction	and	capital	investments	estimates	shown	above	do	not	include	the	potentially	significant	costs	associated	with	the	ultimate decision	on	Entergy	Texas'	qualified	power	region	proceeding	that	is	discussed	in	Note	2	to	the	financial	statements.	Estimated	capital	expenditures are	also	subject	to	periodic	review	and	modification	and	may	vary	based	on	the	ongoing	effects	of	business	restructuring,	regulatory	constraints, environmental	regulations,	business	opportunities,	market	volatility,	economic	trends,	and	the	ability	to	access	capital.

# Little	Gypsy	Repowering	Project

In	April	2007,	Entergy	Louisiana	announced	that	it	intended	to	pursue	the	solid	fuel	repowering	of	a	538	MW	unit	at	its	Little	Gypsy	plant,	and Entergy	Gulf	States	Louisiana	filed	subsequently	with	the	LPSC	seeking	certification	to	participate	in	one-third	of	the	project.		Petroleum	coke	and coal	would	be	the	unit's	primary	fuel	sources.		In	July	2007,	Entergy	Louisiana	filed	with	the	LPSC	for	approval	of	the	repowering	project.	In addition	to	seeking	a	finding	that	the	project	is	in	the	public	interest,	the	filing	with	the	LPSC	asked	that	Entergy	Louisiana	be	allowed	to	recover	a portion	 of	 the	 project's	 financing	 costs	 during	 the	 construction	 period.	Hearings	 were	 held	 in	 October	 2007,	 and	 the	 LPSC	 approved	 the certification	of	the	project	in	November	2007	(the	Phase	I	order),	subject	to	several	conditions.	One	of	the	conditions	is	the	development	and approval	of	a	construction	monitoring	plan.	A	decision	regarding	whether	to	allow	Entergy	Louisiana	to	recover	a	portion	of	the	project's	financing costs	during	the	construction	period	was	deferred	to	Phase	II	of	the	proceedings.

The	LPSC	Phase	I	order	has	been	appealed	to	the	state	district	court	in	Baton	Rouge,	Louisiana	by	a	group	led	by	the	Sierra	Club	and	represented by	the	Tulane	Environmental	Law	Clinic.	A	status	conference	in	the	Phase	I	appeal	was	held	December	3,	2008,	and	the	parties	agreed	to	a procedural	schedule	that	includes	oral	argument	before	the	judge	on	April	9,	2009.

The	preconstruction	and	operating	air	permits	for	the	Little	Gypsy	repowering	project	were	issued	by	the	Louisiana	Department	of	Environmental Quality	(LDEQ)	in	November	2007	under	then-effective	federal	and	state	air	regulations,	including	the	EPA's	Clean	Air	Mercury	Rule	that	had been	issued	in	2005	(CAMR	2005).	As	discussed	in	more	detail	in	Part	I,	Item	1,	"Environmental	Regulation,	Clean	Air	Act	and	Subsequent Amendments,	Hazardous	Air	Pollutants",	in	February	2008	the	U.S.	Court	of	Appeals	for	the	D.C.	Circuit	struck	down	CAMR	2005.	The	D.C. Circuit	decision	requires	utilities	that	have	not	yet	begun	construction	of	the	facility	in	question	to	undergo	before	beginning	construction	a	case-by- case	Maximum	Achievable	Control	Technology	(MACT)	analysis	for	construction	or	reconstruction	of	emission	units	pursuant	to	the	Clean	Air Act.	The	Little	Gypsy	project	as	currently	configured	is	expected	to	meet	MACT	standards.	Little	Gypsy	received	its	construction	permit	before	a formal	MACT	analysis	was	required,	however,	and	Entergy	Louisiana	sought	a	MACT	determination	from	the	LDEQ.	The	LDEQ	issued	the	new air	permit	in	February	2009.	Onsite	construction	of	the	project	was	scheduled	to	begin	in	July	2008,	but	obtaining	the	MACT	determination	caused a	 delay	 in	 the	 start	 of	 construction,	 which	 Entergy	 Louisiana	 now	 expects	 will	 not	 begin	 before	 mid-year	 2009.	Currently,	 the	 commercial operation	date	of	the	project	is	not	expected	to	be	before	mid-year	2013.	Entergy	Louisiana	continues	to	make	its	quarterly	monitoring	plan	filings with	the	LPSC.	These	reports	are	intended	to	inform	the	LPSC	and	its	staff	of	the	construction	status	and	cost	of	the	project	as	well	as	the	ongoing economic	viability	of	the	project	compared	to	other	alternatives.

The	LPSC	had	approved	the	temporary	suspension	of	Phase	II	of	the	Little	Gypsy	proceedings	because	Entergy	Louisiana	needed	to	update	its estimated	project	cost	and	schedule	in	order	to	support	the	request	to	recover	cash	earnings	on	its	construction	work	in	progress	(CWIP)	costs.	On October	16,	2008,	Entergy	Louisiana,	together	with	Entergy	Gulf	States	Louisiana,	filed	an	application	to	resume	Phase	II	of	the	proceeding.	The Phase	II	filing	seeks	certification	for	Entergy	Gulf	States	Louisiana	to	participate	in	a	one-third	ownership	share	in	the	repowering	project.	In addition,	Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana	seek	recovery	of	approximately	79%	of	their	construction	financing	costs	through the	recovery	of	cash	earnings	on	CWIP	costs.	The	LPSC	previously	found	that	the	recovery	of	CWIP	for

a	large	baseload	project	may	be	in	the	public	interest	as	cash	earnings	may	be	needed	to	protect	the	utility's	financial	integrity,	maintain	an acceptable	credit	rating,	prevent	an	undue	increase	in	the	utility's	cost	of	capital,	or	to	accomplish	phasing	in	of	the	cost	of	a	large	capital	project	for the	benefit	of	customers.	In	Phase	II,	the	LPSC	would	rule	on	Entergy	Gulf	States	Louisiana's	certification	request,	determine	the	appropriate amount	of	CWIP	costs,	if	any,	to	be	recovered	and	would	develop	the	allocation,	accounting	and	rate	recovery	mechanisms	for	such	recovery.	The LPSC	also	would	determine	the	appropriate	procedure	or	mechanism	for	synchronizing	base	rate	recovery	of	Little	Gypsy's	fixed	or	non-fuel	costs with	its	commercial	in-service	date.	In	addition,	the	LPSC	consolidated,	into	the	Little	Gypsy	Phase	II	proceeding,	the	issue	of	whether	Entergy

Louisiana	would	be	permitted	to	recover	cash	earnings	on	its	CWIP	costs	for	the	Waterford	3	Steam	Generator	Replacement	Project	discussed below.	After	a	status	conference	in	November	2008,	a	procedural	schedule	was	established	for	Phase	II	that	includes	a	hearing	on	April	28-30, 2009.	Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana	have	requested	that	the	case	be	decided	in	time	to	permit	the	recovery	of	cash	earnings on	CWIP	beginning	in	July	2009.

Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana	currently	expect	that	the	project	would	cost	$1.76	billion	(including	AFUDC),	including	$1.1 billion	for	the	2009-2011	period.

# Waterford	3	Steam	Generator	Replacement	Project

Entergy	 Louisiana	 plans	 to	 replace	 the	Waterford	 3	 steam	 generators,	 along	 with	 the	 reactor	 vessel	 closure	 head	 and	 control	 element	 drive mechanisms,	in	2011.	Replacement	of	these	components	is	common	to	pressurized	water	reactors	throughout	the	nuclear	industry.		The	nuclear industry	continues	to	address	susceptibility	to	stress	corrosion	cracking	of	certain	materials	associated	with	these	components	within	the	reactor coolant	system.		The	issue	is	applicable	to	Waterford	3	and	is	managed	in	accordance	with	standard	industry	practices	and	guidelines.		Routine inspections	 of	 the	 steam	 generators	 during	Waterford	 3's	 Fall	 2006	 refueling	 outage	 identified	 additional	 degradation	 of	 certain	 tube	 spacer supports	 in	 the	 steam	 generators	 that	 required	 repair	 beyond	 that	 anticipated	 prior	 to	 the	 outage.	 	 Corrective	 measures	 were	 successfully implemented	 to	 permit	 continued	 operation	 of	 the	 steam	 generators.	While	 potential	 future	 replacement	 of	 these	 components	 had	 been contemplated,	additional	steam	generator	tube	and	component	degradation	necessitates	replacement	of	the	steam	generators	as	soon	as	reasonably achievable.		The	earliest	the	new	steam	generators	can	be	manufactured	and	delivered	for	installation	is	2011.	A	mid-cycle	outage	performed	in 2007	supports	Entergy	Louisiana's	2011	replacement	strategy.	The	reactor	vessel	head	and	control	element	drive	mechanisms	will	be	replaced	at the	same	time,	utilizing	the	same	reactor	building	construction	opening	that	is	necessary	for	the	steam	generator	replacement.

In	June	2008,	Entergy	Louisiana	filed	with	the	LPSC	for	approval	of	the	project,	including	full	cost	recovery.	The	petition	seeks	relief	in	two phases.	Phase	I	seeks	certification	within	120	days	that	the	public	convenience	and	necessity	would	be	served	by	undertaking	this	project.	Among other	relief	requested,	Entergy	Louisiana	is	also	seeking	approval	for	a	procedure	to	synchronize	permanent	base	rate	recovery	when	the	project	is placed	in	service,	either	by	a	formula	rate	plan	or	base	rate	filing.	In	Phase	II,	Entergy	Louisiana	will	seek	cash	earnings	on	construction	work	in progress.

Following	discovery	and	 the	filing	of	 testimony	by	 the	LPSC	staff	and	an	 intervenor,	 the	parties	entered	 into	a	stipulated	settlement	of	 the proceeding.	The	LPSC	unanimously	approved	the	settlement	in	November	2008.	The	settlement	resolved	the	following	issues:	1)	the	accelerated degradation	of	 the	steam	generators	 is	not	 the	result	of	any	 imprudence	on	 the	part	of	Entergy	Louisiana;	2)	 the	decision	 to	undertake	 the replacement	project	at	the	current	estimated	cost	of	$511	million	is	in	the	public	interest,	is	prudent,	and	would	serve	the	public	convenience	and necessity;	3)	the	scope	of	the	replacement	project	is	in	the	public	interest;	4)	undertaking	the	replacement	project	at	the	target	installation	date during	the	2011	refueling	outage	is	in	the	public	interest;	and	5)	the	jurisdictional	costs	determined	to	be	prudent	in	a	future	prudence	review	are eligible	for	cost	recovery,	either	in	an	extension	or	renewal	of	the	formula	rate	plan	or	in	a	full	base	rate	case	including	necessary	proformas.	Upon completion	of	the	replacement	project,	the	LPSC	will	undertake	a	prudence	review	with	regard	to	the	following	aspects	of	the	replacement	project: 1)	project	management;	2)	cost	controls;	3)	success	in	achieving	stated	objectives;	4)	the	costs	of	the	replacement	project;	and	5)	the	outage	length and	replacement	power	costs.	The	settlement	also	provides	that	Phase	II	of	the	proceeding	will	be	consolidated	with	Phase	II	of	the	Little	Gypsy proceeding,	and	the	LPSC	has	consolidated	them.

Entergy	Louisiana	estimates	that	it	will	spend	approximately	$511	million	on	this	project,	including	$377	million	over	the	2009-2011	period.

# Dividends	and	Stock	Repurchases

Declarations	of	dividends	on	Entergy's	common	stock	are	made	at	the	discretion	of	the	Board.	Among	other	things,	the	Board	evaluates	the	level	of Entergy's	common	stock	dividends	based	upon	Entergy's	earnings,	financial	strength,	and	future	investment	opportunities.	At	its	January	2009 meeting,	the	Board	declared	a	dividend	of	$0.75	per	share,	which	is	the	same	quarterly	dividend	per	share	that	Entergy	has	paid	since	third	quarter 2007.	Entergy	paid	$573	million	in	2008	and	$507	million	in	2007	in	cash	dividends	on	its	common	stock.

In	accordance	with	Entergy's	stock-based	compensation	plan,	Entergy	periodically	grants	stock	options	 to	 its	key	employees,	which	may	be exercised	to	obtain	shares	of	Entergy's	common	stock.	According	to	the	plan,	these	shares	can	be	newly	issued	shares,	treasury	stock,	or	shares purchased	on	the	open	market.	Entergy's	management	has	been	authorized	by	the	Board	to	repurchase	on	the	open	market	shares	up	to	an	amount sufficient	to	fund	the	exercise	of	grants	under	the	plans.

In	addition	to	the	authority	to	fund	grant	exercises,	in	January	2007	the	Board	approved	a	program	under	which	Entergy	is	authorized	to	repurchase up	to	$1.5	billion	of	its	common	stock.	In	January	2008,	the	Board	authorized	an	incremental	$500	million	share	repurchase	program	to	enable Entergy	to	consider	opportunistic	purchases	in	response	to	equity	market	conditions.	Entergy	expects	to	complete	both	of	these	programs	in	2009. As	of	December	31,	2008,	$1.4	billion	of	share	repurchases	have	been	made	pursuant	to	these	programs.	Entergy's	financial	aspirations	following the	consummation	of	the	planned	Non-Utility	Nuclear	spin-off	include	a	potential	new	share	repurchase	program	targeted	at	$2.5	billion,	$0.5 billion	of	which	has	already	been	authorized	by	the	Entergy	Board	of	Directors,	with	the	balance	to	be	authorized	and	to	commence	following completion	of	spin-off.	The	amount	of	this	potential	program	to	follow	completion	of	the	spin-off	is	expected	to	be	reduced	by	the	amount	of repurchases	made	pursuant	to	the	January	2008	incremental	program.

The	amount	of	repurchases	may	vary	as	a	result	of	material	changes	in	business	results	or	capital	spending	or	new	investment	opportunities,	or	if recent	limitations	in	the	credit	markets	continue	for	a	prolonged	period.

The	Board	had	previously	approved	a	program	under	which	Entergy	was	authorized	to	repurchase	up	to	$1.5	billion	of	its	common	stock	through 2006.	Entergy	completed	this	program	in	the	fourth	quarter	2006.

# Entergy	New	Orleans	Debtor-in-Possession	Credit	Facility

On	September	26,	2005,	Entergy	New	Orleans,	as	borrower,	and	Entergy	Corporation,	as	lender,	entered	into	a	debtor-in-possession	credit	facility to	provide	funding	to	Entergy	New	Orleans	during	its	business	restoration	efforts.	The	credit	facility	provided	for	up	to	$200	million	in	loans.	The interest	rate	on	borrowings	under	the	credit	facility	was	the	average	interest	rate	of	borrowings	outstanding	under	Entergy	Corporation's	revolving credit	 facility.	With	the	confirmation	of	Entergy	New	Orleans'	plan	of	reorganization	in	May	2007,	Entergy	New	Orleans	repaid	to	Entergy

Corporation,	in	full,	in	cash,	the	$67	million	of	outstanding	borrowings	under	the	debtor-in-possession	credit	facility.

# Sources	of	Capital

Entergy's	sources	to	meet	its	capital	requirements	and	to	fund	potential	investments	include:

internally	generated	funds;

securities	issuances;

bank	financing	under	new	or	existing	facilities;	and

sales	of	assets.

Circumstances	such	as	weather	patterns,	fuel	and	purchased	power	price	fluctuations,	and	unanticipated	expenses,	including	unscheduled	plant outages	and	storms,	could	affect	the	timing	and	level	of	internally	generated	funds	in	the	future.

Provisions	within	the	Articles	of	Incorporation	or	pertinent	indentures	and	various	other	agreements	relating	to	the	long-term	debt	and	preferred stock	of	certain	of	Entergy	Corporation's	subsidiaries	restrict	the	payment	of	cash	dividends	or	other	distributions	on	their	common	and	preferred stock.	As	of	December	31,	2008,	Entergy	Arkansas	and	Entergy	Mississippi	had	restricted	retained	earnings	unavailable	for	distribution	to	Entergy Corporation	of	$461.6	million	and	$121.6	million,	respectively.	All	debt	and	common	and	preferred	equity	issuances	by	the	Registrant	Subsidiaries require	prior	regulatory	approval	and	their	preferred	equity	and	debt	issuances	are	also	subject	to	issuance	tests	set	forth	in	corporate	charters,	bond indentures,	and	other	agreements.	Entergy	believes	that	the	Registrant	Subsidiaries	have	sufficient	capacity	under	these	tests	to	meet	foreseeable capital	needs.

The	FERC	has	jurisdiction	over	securities	issuances	by	the	Utility	operating	companies	and	System	Energy	(except	securities	with	maturities	longer than	one	year	issued	by	Entergy	Arkansas	and	Entergy	New	Orleans,	which	are	subject	to	the	jurisdiction	of	the	APSC	and	the	City	Council, respectively).	No	approvals	are	necessary	for	Entergy	Corporation	to	issue	securities.	The	FERC	has	issued	orders	(FERC	Short-Term	Orders) approving	the	short-term	borrowing	limits	of	the	Utility	operating	companies	and	System	Energy	through	March	31,	2010	(except	Entergy	Gulf States	Louisiana	and	Entergy	Texas,	which	are	effective	through	November	8,	2009,	as	established	by	an	earlier	FERC	order).	Entergy	Gulf	States Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	Texas,	and	System	Energy	have	obtained	long-term	financing	authorization	from	the FERC,	and	Entergy	Arkansas	has	obtained	long-term	financing	authorization	from	the	APSC.	The	long-term	securities	issuances	of	Entergy	New Orleans	 are	 limited	 to	 amounts	 authorized	 by	 the	 City	 Council,	 and	 the	 current	 authorization	 extends	 through	August	 2010.	In	 addition	 to borrowings	from	commercial	banks,	the	FERC	Short-Term	Orders	authorized	the	Registrant	Subsidiaries	to	continue	as	participants	in	the	Entergy System	money	pool.	The	money	pool	is	an	intercompany	borrowing	arrangement	designed	to	reduce	Entergy's	subsidiaries'	dependence	on	external short-term	borrowings.	Borrowings	from	the	money	pool	and	external	short-term	borrowings	combined	may	not	exceed	authorized	limits.	As	of December	 31,	 2008,	 Entergy's	 subsidiaries'	 aggregate	 money	 pool	 and	 external	 short-term	 borrowings	 authorized	 limit	 was	 $2.1	 billion,	 the aggregate	outstanding	borrowing	from	the	money	pool	was	$436.2	million,	and	Entergy's	subsidiaries'	had	no	outstanding	short-term	borrowings from	external	sources.	See	Notes	4	and	5	to	the	financial	statements	for	further	discussion	of	Entergy's	borrowing	limits	and	authorizations.

In	January	2009,	Entergy	Texas	issued	$500	million	of	7.125%	Series	Mortgage	Bonds	due	February	2019.	Entergy	Texas	used	a	portion	of	the proceeds	to	repay	Entergy	Corporation	on	a	$160	million	note	for	money	advanced	in	December	2008,	to	repay	the	$100	million	outstanding	on	its credit	facility,	and	to	repay	short-term	borrowings	under	the	Entergy	System	money	pool.	Entergy	Texas	intends	to	use	the	remaining	proceeds	to repay	on	or	prior	to	maturity	approximately	$70	million	of	obligations	that	had	been	assumed	by	Entergy	Texas	under	the	debt	assumption agreement	with	Entergy	Gulf	States	Louisiana	and	for	other	general	corporate	purposes.

# Hurricane	Katrina	and	Hurricane	Rita

In	August	and	September	2005,	Hurricanes	Katrina	and	Rita	caused	catastrophic	damage	to	large	portions	of	the	Utility's	service	territories	in Louisiana,	Mississippi,	and	Texas,	including	the	effect	of	extensive	flooding	that	resulted	from	levee	breaks	in	and	around	the	greater	New	Orleans area.	The	storms	and	flooding	resulted	in	widespread	power	outages,	significant	damage	to	electric	distribution,	transmission,	and	generation	and gas	infrastructure,	and	the	loss	of	sales	and	customers	due	to	mandatory	evacuations	and	the	destruction	of	homes	and	businesses.	Entergy	has pursued	a	broad	range	of	initiatives	to	recover	storm	restoration	and	business	continuity	costs,	including	obtaining	reimbursement	of	certain	costs covered	 by	 insurance	 and	 pursuing	 recovery	 through	 existing	 or	 new	 rate	 mechanisms	 regulated	 by	 the	 FERC	 and	 local	 regulatory	 bodies, including	the	issuance	of	securitization	bonds.	Following	are	updates	regarding	Entergy's	cost	recovery	efforts.

# Storm	Cost	Financings

In	March	2008,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	the	Louisiana	Utilities	Restoration	Corporation	(LURC),	an	instrumentality of	the	State	of	Louisiana,	filed	at	the	LPSC	an	application	requesting	that	the	LPSC	grant	financing	orders	authorizing	the	financing	of	Entergy Gulf	States	Louisiana	and	Entergy	Louisiana	storm	costs,	storm	reserves,	and	issuance	costs	pursuant	to	Act	55	of	the	Louisiana	Legislature	(Act	55 financings).	The	Act	55	financings	are	expected	to	produce	additional	customer	benefits	as	compared	to	Act	64	traditional	securitization.		Entergy Gulf	States	Louisiana	and	Entergy	Louisiana	also	filed	an	application	requesting	LPSC	approval	for	ancillary	issues	including	the	mechanism	to flow	charges	and	savings	to	customers	via	a	Storm	Cost	Offset	rider.		On	April	3,	2008,	the	Louisiana	State	Bond	Commission	granted	preliminary approval	for	the	Act	55	financings.		On	April	8,	2008,	the	Louisiana	Public	Facilities	Authority	(LPFA),	which	is	the	issuer	of	the	bonds	pursuant to	the	Act	55	financings,	approved	requests	for	the	Act	55	financings.		On	April	10,	2008,	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana and	the	LPSC	Staff	filed	with	the	LPSC	an	uncontested	stipulated	settlement	that	includes	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana's proposals	under	the	Act	55	financings,	which	includes	a	commitment	to	pass	on	to	customers	a	minimum	of	$10	million	and	$30	million	of customer	benefits,	respectively,	through	prospective	annual	rate	reductions	of	$2	million	and	$6	million	for	five	years.	On	April	16,	2008,	the LPSC	approved	the	settlement	and	issued	two	financing	orders	and	one	ratemaking	order	intended	to	facilitate	implementation	of	the	Act	55 financings.		In	May	2008,	the	Louisiana	State	Bond	Commission	granted	final	approval	of	the	Act	55	financings.

On	July	29,	2008,	the	LPFA	issued	$687.7	million	in	bonds	under	the	aforementioned	Act	55.	From	the	$679	million	of	bond	proceeds	loaned	by

the	LPFA	to	the	LURC,	the	LURC	deposited	$152	million	in	a	restricted	escrow	account	as	a	storm	damage	reserve	for	Entergy	Louisiana	and transferred	$527	million	directly	to	Entergy	Louisiana.	From	the	bond	proceeds	received	by	Entergy	Louisiana	from	the	LURC,	Entergy	Louisiana invested	$545	million,	including	$17.8	million	that	was	withdrawn	from	the	restricted	escrow	account	as	approved	by	the	April	16,	2008	LPSC orders,	in	exchange	for	5,449,861.85	Class	A	preferred,	non-voting,	membership	interest	units	of	Entergy	Holdings	Company	LLC,	a	company wholly-owned	 and	 consolidated	 by	 Entergy,	 that	 carry	 a	 10%	 annual	 distribution	 rate.	Distributions	 are	 payable	 quarterly	 commencing	 on September	15,	2008	and	have	a	 liquidation	price	of	$100	per	unit.	The	preferred	membership	interests	are	callable	at	the	option	of	Entergy Holdings	Company	LLC	after	ten	years.	The	terms	of	the	membership	interests	include	certain	financial	covenants	to	which	Entergy	Holdings Company	LLC	is	subject,	including	the	requirement	to	maintain	a	net	worth	of	at	least	$1	billion.

On	August	26,	2008,	the	LPFA	issued	$278.4	million	in	bonds	under	the	aforementioned	Act	55.	 From	the	$274.7	million	of	bond	proceeds	loaned by	the	LPFA	to	the	LURC,	the	LURC	deposited	$87	million	in	a	restricted	escrow	account	as	a	storm	damage	reserve	for	Entergy	Gulf	States Louisiana	and	transferred	$187.7	million	directly	to	Entergy	Gulf	States	Louisiana.	From	the	bond	proceeds	received	by	Entergy	Gulf	States Louisiana	from	the	LURC,	Entergy	Gulf	States	Louisiana	invested	$189.4	million,	including	$1.7	million	that	was	withdrawn	from	the	restricted escrow	account	as	approved	by	the	April	16,	2008	LPSC	orders,	in	exchange	for	1,893,918.39	Class	A	preferred,	non-voting,	membership	interest units	of	Entergy	Holdings	Company	LLC,	a	company	wholly-owned	and	consolidated	by	Entergy,	that	carry	a	10%	annual	distribution	rate. Distributions	are	payable	quarterly	commencing	on	September	15,	2008	and	have	a	liquidation	price	of	$100	per	unit.	The	preferred	membership interests	are	callable	at	the	option	of	Entergy	Holdings	Company	LLC	after	ten	years.	The	terms	of	the	membership	interests	include	certain financial	covenants	to	which	Entergy	Holdings	Company	LLC	is	subject,	including	the	requirement	to	maintain	a	net	worth	of	at	least	$1	billion.

Entergy,	Entergy	Gulf	States	Louisiana,	and	Entergy	Louisiana	do	not	report	the	bonds	on	their	balance	sheets	because	the	bonds	are	the	obligation of	the	LPFA,	and	there	is	no	recourse	against	Entergy,	Entergy	Gulf	States	Louisiana	or	Entergy	Louisiana	in	the	event	of	a	bond	default.

# Insurance	Claims

See	Note	8	to	the	financial	statements	for	a	discussion	of	Entergy's	conventional	property	insurance	program.	Entergy	has	received	a	total	of	$277 million	as	of	December	31,	2008	on	its	Hurricane	Katrina	and	Hurricane	Rita	insurance	claims,	including	the	settlements	of	its	Hurricane

Katrina	claims	with	each	of	its	two	excess	insurers.	Entergy	currently	expects	to	receive	payment	for	any	remaining	insurance	recovery	related	to Hurricane	Katrina	and	Hurricane	Rita	in	2009.

# Community	Development	Block	Grants

In	 December	 2005,	 the	 U.S.	 Congress	 passed	 the	 Katrina	 Relief	 Bill,	 a	 hurricane	 aid	 package	 that	 includes	 $11.5	 billion	 in	 Community Development	Block	Grants	(CDBG)	(for	the	states	affected	by	Hurricanes	Katrina,	Rita,	and	Wilma)	that	allows	state	and	local	leaders	to	fund individual	recovery	priorities.	The	bill	includes	language	that	permits	funding	to	be	provided	for	infrastructure	restoration.

# New	Orleans

In	March	2006,	Entergy	New	Orleans	provided	a	justification	statement	to	state	and	local	officials	in	connection	with	its	pursuit	of	CDBG	funds	to mitigate	 Hurricane	 Katrina	 restoration	 costs	 that	 otherwise	 would	 be	 borne	 by	 customers.	The	 statement	 included	 all	 the	 estimated	 costs	 of Hurricane	Katrina	damage,	as	well	as	a	lost	customer	base	component	intended	to	help	offset	the	need	for	storm-related	rate	increases.	In	October 2006,	the	Louisiana	Recovery	Authority	Board	endorsed	a	resolution	proposing	to	allocate	$200	million	in	CDBG	funds	to	Entergy	New	Orleans	to defray	 gas	 and	 electric	 utility	 system	 repair	 costs	 in	 an	 effort	 to	 provide	 rate	 relief	 for	 Entergy	 New	 Orleans	 customers.	The	 proposal	 was developed	as	an	action	plan	amendment	and	published	for	public	comment.	State	lawmakers	approved	the	action	plan	in	December	2006,	and	the U.	S.	Department	of	Housing	and	Urban	Development	approved	it	in	February	2007.	Entergy	New	Orleans	filed	applications	seeking	City	Council certification	of	its	storm-related	costs	incurred	through	December	2006.	Entergy	New	Orleans	supplemented	this	request	to	include	the	estimated future	cost	of	the	gas	system	rebuild.

In	March	2007,	the	City	Council	certified	that	Entergy	New	Orleans	incurred	$205	million	in	storm-related	costs	through	December	2006	that	are eligible	for	CDBG	funding	under	the	state	action	plan,	and	certified	Entergy	New	Orleans'	estimated	costs	of	$465	million	for	its	gas	system rebuild.	In	April	2007,	Entergy	New	Orleans	executed	an	agreement	with	the	Louisiana	Office	of	Community	Development	(OCD)	under	which $200	million	of	CDBG	funds	will	be	made	available	to	Entergy	New	Orleans.	Entergy	New	Orleans	submitted	the	agreement	to	the	bankruptcy court,	which	approved	it	on	April	25,	2007.	Entergy	New	Orleans	has	received	$180.8	million	of	the	funds	as	of	December	31,	2008.	Entergy	New Orleans	has	submitted	additional	costs	and	awaits	reimbursement	in	accordance	with	the	contract	covering	disbursement	of	the	funds.

# Mississippi

In	March	2006,	the	Governor	of	Mississippi	signed	a	law	that	established	a	mechanism	by	which	the	MPSC	could	authorize	and	certify	an	electric utility	financing	order	and	the	state	could	issue	bonds	to	finance	the	costs	of	repairing	damage	caused	by	Hurricane	Katrina	to	the	systems	of investor-owned	 electric	 utilities.	 	 Because	 of	 the	 passage	 of	 this	 law	 and	 the	 possibility	 of	 Entergy	 Mississippi	 obtaining	 CDBG	 funds	 for Hurricane	Katrina	storm	restoration	costs,	in	March	2006,	the	MPSC	issued	an	order	approving	a	Joint	Stipulation	between	Entergy	Mississippi and	the	Mississippi	Public	Utilities	Staff	that	provided	for	a	review	of	Entergy	Mississippi's	total	storm	restoration	costs	in	an	Application	for	an Accounting	Order	proceeding.	 	In	June	2006,	the	MPSC	issued	an	order	certifying	Entergy	Mississippi's	Hurricane	Katrina	restoration	costs incurred	through	March	31,	2006	of	$89	million,	net	of	estimated	insurance	proceeds.	Two	days	later,	Entergy	Mississippi	filed	a	request	with	the Mississippi	Development	Authority	for	$89	million	of	CDBG	funding	for	reimbursement	of	its	Hurricane	Katrina	infrastructure	restoration	costs. Entergy	Mississippi	also	filed	a	Petition	for	Financing	Order	with	the	MPSC	for	authorization	of	state	bond	financing	of	$169	million	for	Hurricane Katrina	restoration	costs	and	future	storm	costs.	The	$169	million	amount	included	the	$89	million	of	Hurricane	Katrina	restoration	costs	plus	$80 million	to	build	Entergy	Mississippi's	storm	damage	reserve	for	the	future.	Entergy	Mississippi's	filing	stated	that	the	amount	actually	financed through	the	state	bonds	would	be	net	of	any	CDBG	funds	that	Entergy	Mississippi	received.

In	October	2006,	the	Mississippi	Development	Authority	approved	for	payment	and	Entergy	Mississippi	received	$81	million	in	CDBG	funding

for	Hurricane	Katrina	costs.	The	MPSC	then	issued	a	financing	order	authorizing	the	issuance	of	state	bonds	to	finance	$8	million	of	Entergy Mississippi's	certified	Hurricane	Katrina	restoration	costs	and	$40	million	for	an	increase	in	Entergy	Mississippi's	storm	damage	reserve.	$30 million	of	the	storm	damage	reserve	was	set	aside	in	a	restricted	account.	A	Mississippi	state	entity	issued	the	bonds	in	May	2007,	and	Entergy Mississippi	 received	 proceeds	 of	 $48	 million.	Entergy	Mississippi	does	not	report	 the	bonds	on	 its	balance	sheet	because	 the	bonds	are	 the obligation	of	the	state	entity,	and	there	is	no	recourse	against	Entergy	Mississippi	in	the	event	of	a	bond	default.

# Cash	Flow	Activity

As	shown	in	Entergy's	Statements	of	Cash	Flows,	cash	flows	for	the	years	ended	December	31,	2008,	2007,	and	2006	were	as	follows:

|  |  |  |  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  | (In\tMillions) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod |  | $1,253 | $1,016 | $583 |
| Effect\n2007 | of | reconsolidating\t Entergy\t New\t Orleans | in | - | 17 | - |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |  |  |  |
| Operating\tactivities | Operating\tactivities | Operating\tactivities |  | \t3,324 | \t2,560 | \t3,448 |
| Investing\tactivities | Investing\tactivities | Investing\tactivities |  | (2,590) | (2,118) | (1,928) |
| Financing\tactivities | Financing\tactivities | Financing\tactivities |  | (70) | (222) | (1,084) |
| Effect\tof\texchange\trates\ton\tcash\tand\tcash\tequivalents | Effect\tof\texchange\trates\ton\tcash\tand\tcash\tequivalents | Effect\tof\texchange\trates\ton\tcash\tand\tcash\tequivalents | Effect\tof\texchange\trates\ton\tcash\tand\tcash\tequivalents | 3 | - | (3) |
| Net\tincrease\tin\tcash\tand\tcash\tequivalents | Net\tincrease\tin\tcash\tand\tcash\tequivalents | Net\tincrease\tin\tcash\tand\tcash\tequivalents |  | 667 | 220 | 433 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $1,920 | $1,253 | $1,016 |

# Operating	Cash	Flow	Activity

Entergy's	cash	flow	provided	by	operating	activities	increased	by	$765	million	in	2008	compared	to	2007.	Following	are	cash	flows	from	operating activities	by	segment:

Utility	provided	$2,379	million	in	cash	from	operating	activities	in	2008	compared	to	providing	$1,809	million	in	2007	primarily	due	to proceeds	of	$954	million	received	from	the	Louisiana	Utilities	Restoration	Corporation	as	a	result	of	the	Louisiana	Act	55	storm	cost financings.	The	Act	55	storm	cost	financings	are	discussed	in	more	detail	in	Note	2	to	the	financial	statements.	A	decrease	in	income	tax payments	of	$290	million	also	contributed	to	the	increase.	Offsetting	these	factors	were	the	net	effect	of	Hurricane	Gustav	and	Hurricane	Ike which	reduced	operating	cash	flow	by	$444	million	in	2008	as	a	result	of	costs	associated	with	system	repairs	and	lower	revenues	due	to customer	outages,	the	receipt	of	$181	million	of	Community	Development	Block	Grant	funds	by	Entergy	New	Orleans	in	2007,	and	a	$100 million	increase	in	pension	contributions	in	2008.

Non-Utility	Nuclear	provided	$1,255	million	in	cash	from	operating	activities	in	2008	compared	to	providing	$880	million	in	2007,	primarily due	to	an	increase	in	net	revenue,	partially	offset	by	an	increase	in	operation	and	maintenance	costs,	both	of	which	are	discussed	in	"Results of	Operations."

Parent	&	Other	used	$310	million	in	cash	in	operating	activities	in	2008	compared	to	using	$129	million	in	2007	primarily	due	to	an	increase in	income	taxes	paid	of	$69	million	and	outside	services	costs	of	$69	million	related	to	the	planned	spin-off	of	the	Non-Utility	Nuclear business.

Entergy's	cash	flow	provided	by	operating	activities	decreased	by	$888	million	in	2007	compared	to	2006.	Following	are	cash	flows	from	operating activities	by	segment:

Utility	provided	$1,809	million	in	cash	from	operating	activities	in	2007	compared	to	providing	$2,592	million	in	2006,	primarily	due	to decreased	collection	of	fuel	costs,	the	catch-up	in	receivable	collections	in	2006	due	to	delays	caused	by	the	hurricanes	in	2005,	and	the receipt	of	an	income	tax	refund	in	2006	compared	to	income	tax	payments	being	made	in	2007,	partially	offset	by	the	receipt	of	$181	million of	Community	Development	Block	Grant	funds	by	Entergy	New	Orleans	in	2007,	significant	storm	restoration	spending	in	2006,	and	a decrease	of	$118	million	in	the	amount	of	pension	funding	payments	in	2007.

Non-Utility	Nuclear	provided	$880	million	in	cash	from	operating	activities	in	2007	compared	to	providing	$833	million	in	2006.	The increase	is	due	to	the	cash	flows	attributable	to	higher	net	revenue,	offset	by	the	receipt	of	income	tax	refunds	in	2006,	compared	to	income tax	payments	being	made	in	2007,	and	spending	associated	with	four	refueling	outages	in	2007	compared	to	two	in	2006.

Parent	&	Other	used	$129	million	in	cash	in	operating	activities	in	2007	compared	to	providing	$116	million	in	2006,	primarily	due	to	the receipt	of	$96	million	in	dividends	from	Entergy-Koch	in	2006	and	an	increase	in	interest	payments	in	2007	by	Entergy	Corporation.

Entergy	Corporation	received	a	$344	million	income	tax	refund	(including	$71	million	attributable	to	Entergy	New	Orleans)	as	a	result	of	net operating	loss	carryback	provisions	contained	in	the	Gulf	Opportunity	Zone	Act	of	2005.	The	Gulf	Opportunity	Zone	Act	was	enacted	in	December 2005.		The	Act	contains	provisions	that	allow	a	public	utility	incurring	a	net	operating	loss	as	a	result	of	Hurricane	Katrina	to	carry	back	the casualty	loss	portion	of	the	net	operating	loss	ten	years	to	offset	previously	taxed	income.		The	Act	also	allows	a	five-year	carry	back	of	the	portion of	the	net	operating	loss	attributable	to	Hurricane	Katrina	repairs	expense	and	first	year	depreciation	deductions,	including	50%	bonus	depreciation, on	Hurricane	Katrina	capital	expenditures.	In	accordance	with	Entergy's	intercompany	tax	allocation	agreement,	$273	million	of	the	refund	was distributed	to	the	Utility	(including	Entergy	New	Orleans)	in	April	2006,	with	the	remainder	distributed	primarily	to	Non-Utility	Nuclear.

Investing	Activities

Net	cash	used	in	investing	activities	increased	by	$472	million	in	2008	compared	to	2007.	The	following	activity	is	notable	in	comparing	2008	to 2007:

Construction	expenditures	were	$634	million	higher	in	2008	than	in	2007,	primarily	due	to	storm	restoration	spending	caused	by	Hurricane Gustav	and	Hurricane	Ike	and	increased	spending	on	various	projects	by	the	Utility	that	are	discussed	further	in	"Capital	Expenditure	Plans and	Other	Uses	of	Capital"	above.

In	April	2007,	Non-Utility	Nuclear	purchased	the	798	MW	Palisades	nuclear	power	plant	located	near	South	Haven,	Michigan	for	a	net	cash payment	of	$336	million.

In	March	2008,	Entergy	Gulf	States	Louisiana	purchased	the	Calcasieu	Generating	Facility,	a	322	MW	simple-cycle,	gas-fired	power	plant located	near	the	city	of	Sulphur	in	southwestern	Louisiana,	for	approximately	$56	million.

In	September	2008,	Entergy	Arkansas	purchased	the	Ouachita	Plant,	a	789	MW	gas-fired	plant	located	20	miles	south	of	the	Arkansas	state line	near	Sterlington,	Louisiana,	for	approximately	$210	million.

Non-Utility	Nuclear	made	a	$72	million	payment	to	NYPA	in	2008	under	the	value	sharing	agreements	associated	with	the	acquisition	of	the Fitzpatrick	and	Indian	Point	3	power	plants.	See	Note	15	to	the	financial	statements	for	additional	discussion	of	the	value	sharing agreements.

The	investment	of	a	net	total	of	$45	million	in	escrow	accounts	for	construction	projects	in	2008.

Entergy	Mississippi	realized	proceeds	in	2007	from	$100	million	of	investments	held	in	trust	that	were	received	from	a	bond	issuance	in 2006	and	used	to	redeem	bonds	in	2007.

Net	cash	used	in	investing	activities	increased	by	$190	million	in	2007	compared	to	2006.	The	following	activity	is	notable	in	comparing	2007	to 2006:

Construction	expenditures	were	$55	million	lower	in	2007	than	in	2006,	primarily	due	to	a	decrease	of	$44	million	in	Non-Utility	Nuclear spending.

In	2006,	Entergy	received	proceeds	from	the	sale	of	the	retail	electric	portion	of	the	Competitive	Retail	Services	business	operating	in	the ERCOT	region	of	Texas	and	the	sale	of	the	non-nuclear	wholesale	asset	business'	remaining	interest	in	a	power	development	project.

Non-Utility	Nuclear	purchased	the	Palisades	power	plant	in	April	2007.

Entergy	Mississippi	purchased	the	Attala	power	plant	in	January	2006.

Insurance	proceeds	received	increased	by	$64	million	in	2007	because	of	payments	received	on	Hurricane	Katrina	and	Hurricane	Rita	claims.

# Financing	Activities

Net	cash	used	in	financing	activities	decreased	$151	million	in	2008	compared	to	2007.	The	following	activity	is	notable	in	comparing	2008	to 2007:

Entergy	Corporation	increased	the	net	borrowings	under	its	revolving	credit	facility	by	$986	million	in	2008	and	by	$1,431	million	in	2007. See	Note	4	to	the	financial	statements	for	a	description	of	the	Entergy	Corporation	credit	facility.

Entergy	Arkansas	issued	$300	million	of	5.40%	Series	First	Mortgage	Bonds	in	July	2008.

Entergy	Louisiana	issued	$300	million	of	6.50%	Series	First	Mortgage	Bonds	in	August	2008.

Entergy	Louisiana	repurchased,	prior	to	maturity,	$60	million	of	Auction	Rate	governmental	bonds	in	April	2008.

Entergy	New	Orleans	paid,	at	maturity,	its	$30	million	3.875%	Series	First	Mortgage	Bonds	in	August	2008.

Under	the	terms	of	the	debt	assumption	agreement	between	Entergy	Texas	and	Entergy	Gulf	States	Louisiana	that	is	discussed	in	Note	5	to the	financial	statements,	Entergy	Texas	paid	at	maturity	$309.1	million	of	Entergy	Gulf	States	Louisiana	First	Mortgage	Bonds	in	2008. The	Utility	operating	companies	increased	the	borrowings	outstanding	on	their	long-term	credit	facilities	by	$100	million	in	2008. A	subsidiary	of	Entergy	Texas	issued	$329.5	million	of	securitization	bonds	in	June	2007.	See	Note	5	to	the	financial	statements	for additional	information	regarding	the	securitization	bonds.

Entergy	Corporation	paid	$237	million	of	notes	payable	at	their	maturities	in	2008.

Entergy	Mississippi	redeemed	$100	million	of	First	Mortgage	Bonds	in	2007.

Entergy	Corporation	repurchased	$512	million	of	its	common	stock	in	2008	and	$1,216	million	of	its	common	stock	in	2007.

Entergy	Corporation	increased	the	dividend	on	its	common	stock	in	the	third	quarter	2007.	The	quarterly	dividend	was	$0.54	per	share	for the	first	two	quarters	of	2007	and	$0.75	per	share	for	each	quarter	since	then.

Net	cash	used	in	financing	activities	decreased	by	$862	million	in	2007	compared	to	2006.	The	following	activity	is	notable	in	comparing	2007	to 2006:

Entergy	Corporation	increased	the	net	borrowings	under	its	credit	facility	by	$1,431	million	in	2007,	compared	to	increasing	the	net borrowings	under	its	credit	facilities	by	$35	million	in	2006.	See	Note	4	to	the	financial	statements	for	a	description	of	the	Entergy Corporation	credit	facility.

A	subsidiary	of	Entergy	Texas	issued	$329.5	million	of	securitization	bonds	in	June	2007.	See	Note	5	to	the	financial	statements	for additional	information	regarding	the	securitization	bonds.

Entergy	Mississippi	redeemed	$100	million	of	First	Mortgage	Bonds	in	2007	and	issued	$100	million	of	First	Mortgage	Bonds	in	2006. Entergy	Corporation	repurchased	$1,216	million	of	its	common	stock	in	2007,	and	repurchased	$584	million	of	its	common	stock	in	2006. Entergy	Louisiana	Holdings,	Inc.	redeemed	all	$100.5	million	of	its	outstanding	preferred	stock	in	June	2006.

# Rate,	Cost-recovery,	and	Other	Regulation

# State	and	Local	Rate	Regulation	and	Fuel-Cost	Recovery

The	rates	that	the	Utility	operating	companies	and	System	Energy	charge	for	their	services	significantly	influence	Entergy's	financial	position, results	 of	 operations,	 and	 liquidity.	These	 companies	 are	 regulated	 and	 the	 rates	 charged	 to	 their	 customers	 are	 determined	 in	 regulatory proceedings.	Governmental	agencies,	 including	 the	APSC,	 the	City	Council,	 the	LPSC,	 the	MPSC,	 the	PUCT,	and	 the	FERC,	are	primarily responsible	for	approval	of	the	rates	charged	to	customers.	Following	is	a	summary	of	base	rate	and	related	proceedings,	and	proceedings	involving Hurricane	Katrina	and	Hurricane	Rita	cost	recovery.	These	proceedings	are	discussed	in	more	detail	in	Note	2	to	the	financial	statements.

The	2007	test	year	filing	made	in	May	2008	indicated	a	9.3% earned	ROE.	In	September	2008,	Entergy	Gulf	States	Louisiana implemented	a	$20.7	million	FRP	decrease	that	removed	interim storm	cost	recovery	of	$10.5	million	and	the	interim	storm	reserve accrual	of	$11.8	million	to	reflect	the	completion	of	securitization of	Hurricane	Katrina	and	Hurricane	Rita	costs.	The	rate implemented	also	included	a	$5.6	million	increase	to	move Entergy	Gulf	States	Louisiana	60%	toward	the	earnings bandwidth	and	a	$4.1	million	decrease	to	reflect	lower	additional capacity	costs.

The	2007	test	year	filing	made	in	May	2008	indicated	a	9.04% earned	ROE.	In	August	2008,	Entergy	Louisiana	implemented	an FRP	decrease	of	$43.9	million	that	removed	interim	storm	cost recovery	of	$24.2	million	and	the	interim	storm	reserve	accrual	of $19.7	million	to	reflect	the	completion	of	securitization	of Hurricane	Katrina	and	Hurricane	Rita	costs.	In	September	2008, Entergy	Louisiana	implemented	a	$16.9	million	FRP	increase, subject	to	refund,	including	$4.3	million	to	move	Entergy Louisiana	60%	toward	the	earnings	bandwidth	and	$12.6	million for	recovery	of	additional	capacity	costs.

Entergy	Louisiana	continues	to	seek	resolution	of	its	2007	and 2006	test	year	FRP	filings.	The	2006	test	year	filing	made	in	May 2007	indicated	a	7.6%	earned	ROE.	On	September	27,	2007, Entergy	Louisiana	implemented	an	$18.4	million	increase,	subject to	refund,	consisting	of	$23.8	million	representing	a	60% adjustment	to	reach	the	bottom	of	the	FRP	band,	net	of	$5.4 million	for	reduced	capacity	costs.	The	LPSC	will	allow	Entergy Louisiana	to	defer	the	difference	between	the	$39.8	million requested	for	unrecovered	fixed	costs	for	extraordinary	customer losses	associated	with	Hurricane	Katrina	and	the	$23.8	million 60%	adjustment	as	a	regulatory	asset,	pending	ultimate	LPSC resolution	of	the	2006	FRP	filing.	A	hearing	on	the	2006	test	year filing	was	held	in	late-September/early-October	2008. On	October	29,	2007,	Entergy	Louisiana	implemented	a	$7.1 million	FRP	decrease	which	is	primarily	due	to	the reclassification	of	certain	franchise	fees	from	base	rates	to collection	via	a	line	item	on	customers'	bills	pursuant	to	a	LPSC order. In	June	2008,	Entergy	Louisiana	completed	securitization	of	$545 million	of	Hurricane	Katrina	and	Hurricane	Rita	storm	restoration costs	and	established	$152	million	as	a	reserve	for	future	storms. Entergy	Louisiana	drew	all	of	this	storm	reserve	following Hurricane	Gustav	and	Hurricane	Ike.

An	annual	formula	rate	plan	(FRP)	is	in	place.	The	FRP	allows Entergy	Mississippi's	earned	ROE	to	increase	or	decrease	within	a bandwidth	with	no	change	in	rates;	earnings	outside	the bandwidth	are	allocated	50%	to	customers	and	50%	to	Entergy Mississippi,	but	on	a	prospective	basis	only.	The	plan	also provides	for	performance	incentives	that	can	increase	or	decrease the	benchmark	ROE	by	as	much	as	100	basis	points.

In	March	2008,	Entergy	Mississippi	made	its	annual	scheduled formula	rate	plan	filing	for	the	2007	test	year	with	the	MPSC. The	filing	showed	that	a	$10.1	million	increase	in	annual	electric revenues	is	warranted.	In	June	2008,	Entergy	Mississippi	reached a	settlement	with	the	Mississippi	Public	Utilities	Staff	that	would result	in	a	$3.8	million	rate	increase.	In	January	2009	the	MPSC rejected	the	settlement	and	left	the	current	rates	in	effect.	Entergy Mississippi	appealed	the	MPSC's	decision	to	the	Mississippi Supreme	Court.

The	Mississippi	Development	Corporation,	an	entity	created	by the	state,	issued	securitization	bonds.	Entergy	Mississippi received	proceeds	in	the	amount	of	$48	million	on	May	31,	2007, reflecting	recovery	of	$8	million	of	storm	restoration	costs	and $40	million	to	increase	Entergy	Mississippi's	storm	reserve.	To service	the	bonds,	Entergy	Mississippi	is	collecting	a	system restoration	charge	on	behalf	of	the	state	and	remitting	collections to	the	state.	In	October	2006,	Entergy	Mississippi	received	$81 million	in	CDBG	funding,	pursuant	to	MPSC	orders	approving recovery	of	$89	million	storm	restoration	costs.

The	settlement	agreement	discontinued	the	formula	rate	plan	and the	generation	performance-based	plan	but	permits	Entergy	New Orleans	to	file	an	application	to	seek	authority	to	implement formula	rate	plan	mechanisms	no	sooner	than	six	months following	the	effective	date	of	the	implementation	of	the	base rates	resulting	from	the	July	31,	2008	base	rate	case.	Any	storm costs	in	excess	of	CDBG	funding	and	insurance	proceeds	will	be addressed	in	that	base	rate	case.

The	settlement	also	authorized	a	$75	million	storm	reserve	for damage	from	future	storms,	which	will	be	created	over	a	ten-year period	through	a	storm	reserve	rider	beginning	in	March	2007. These	storm	reserve	funds	will	be	held	in	a	restricted	escrow account.

In	January	2008,	Entergy	New	Orleans	voluntarily	implemented	a 6.15%	base	rate	credit	for	electric	customers,	which	returned $11.3	million	to	electric	customers	in	2008.	Entergy	New	Orleans was	able	to	implement	this	credit	because	the	recovery	of	New Orleans	after	Hurricane	Katrina	has	been	occurring	faster	than expected.

On	July	31,	2008,	Entergy	New	Orleans	filed	an	electric	and	gas base	rate	case	with	the	City	Council.	The	filing	requests	an 11.75%	return	on	common	equity.	On	November	13,	2008, Entergy	New	Orleans	amended	its	rate	filing,	calling	for	an	$18.2 million	electric	rate	reduction,	which	includes	keeping	the recovery	credit	in	effect,	as	well	as	realigning	recovery	of approximately	$12.3	million	of	capacity	costs	from	the	fuel adjustment	clause	to	electric	base	rates.	The	amended	filing	also calls	for	an	$8.4	million	increase	in	gas	base	rates	to	fund	ongoing operations.	This	request	is	unrelated	to	the	ongoing	rebuild	of Entergy	New	Orleans'	natural	gas	system.	On	January	16,	2009, the	City	Council	Advisors	filed	rebuttal	testimony	calling	for	rate reductions	of	approximately	$31	million	for	electric	operations and	$4.8	million	for	gas	operations.	The	procedural	schedule	calls for	a	hearing	on	the	filing	to	commence	in	April	2009	with	a decision	by	the	City	Council	on	or	before	May	15,	2009. In	April	2007,	Entergy	New	Orleans	executed	an	agreement	with the	Louisiana	Office	of	Community	Development	under	which $200	million	of	CDBG	funds	will	be	made	available	to	Entergy New	Orleans.	Entergy	New	Orleans	has	received	$180.8	million of	the	funds	as	of	December	31,	2008.	Entergy	New	Orleans	has submitted	additional	costs	and	awaits	reimbursement	in accordance	with	the	contract	covering	disbursement	of	the	funds.

System	Energy 10.94% ROE	approved	by	July	2001	FERC	order.	No	cases	pending before	the	FERC.

In	addition	to	the	regulatory	scrutiny	connected	with	base	rate	proceedings,	the	Utility	operating	companies'	fuel	and	purchased	power	costs recovered	 from	 customers	 are	 subject	 to	 regulatory	 scrutiny.	The	 Utility	 operating	 companies'	 significant	 fuel	 and	 purchased	 power	 cost proceedings	are	described	in	Note	2	to	the	financial	statements.

# Federal	Regulation

The	FERC	regulates	wholesale	rates	(including	Entergy	Utility	intrasystem	energy	exchanges	pursuant	to	the	System	Agreement)	and	interstate transmission	of	electricity,	as	well	as	rates	for	System	Energy's	sales	of	capacity	and	energy	from	Grand	Gulf	to	Entergy	Arkansas,	Entergy Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	pursuant	to	the	Unit	Power	Sales	Agreement.

# System	Agreement	Proceedings

Production	Cost	Equalization	Proceeding	Commenced	by	the	LPSC

The	 Utility	 operating	 companies	 historically	 have	 engaged	 in	 the	 coordinated	 planning,	 construction,	 and	 operation	 of	 generating	 and	 bulk transmission	facilities	under	the	terms	of	the	System	Agreement,	which	is	a	rate	schedule	that	has	been	approved	by	the	FERC.	The	LPSC	has	been pursuing	litigation	involving	the	System	Agreement	at	the	FERC.	The	proceeding	includes	challenges	to	the	allocation	of	costs	as	defined	by	the System	Agreement	and	raises	questions	of	imprudence	by	the	Utility	operating	companies	in	their	execution	of	their	obligations	under	the	System Agreement.

In	June	2005,	the	FERC	issued	a	decision	in	the	System	Agreement	litigation	that	had	been	commenced	by	the	LPSC,	and	essentially	affirmed	its decision	in	a	December	2005	order	on	rehearing.	The	FERC	decision	concluded,	among	other	things,	that:

The	System	Agreement	no	longer	roughly	equalizes	total	production	costs	among	the	Utility	operating	companies.

In	order	to	reach	rough	production	cost	equalization,	the	FERC	will	impose	a	bandwidth	remedy	by	which	each	company's	total	annual production	costs	will	have	to	be	within	+/-	11%	of	Entergy	System	average	total	annual	production	costs.

In	calculating	the	production	costs	for	this	purpose	under	the	FERC's	order,	output	from	the	Vidalia	hydroelectric	power	plant	will	not	reflect the	actual	Vidalia	price	for	the	year	but	is	priced	at	that	year's	average	price	paid	by	Entergy	Louisiana	for	the	exchange	of	electric	energy under	Service	Schedule	MSS-3	of	the	System	Agreement,	thereby	reducing	the	amount	of	Vidalia	costs	reflected	in	the	comparison	of	the Utility	operating	companies'	total	production	costs.

The	remedy	ordered	by	FERC	in	2005	required	no	refunds	and	became	effective	based	on	calendar	year	2006	production	costs	and	the	first potential	reallocation	payments	were	made	in	2007.

The	FERC's	decision	reallocates	total	production	costs	of	the	Utility	operating	companies	whose	relative	total	production	costs	expressed	as	a percentage	of	Entergy	System	average	production	costs	are	outside	an	upper	or	lower	bandwidth.	Under	the	current	circumstances,	this	will	be accomplished	by	payments	from	Utility	operating	companies	whose	production	costs	are	more	than	11%	below	Entergy	System	average	production costs	to	Utility	operating	companies	whose	production	costs	are	more	than	the	Entergy	System	average	production	cost,	with	payments	going	first to	those	Utility	operating	companies	whose	total	production	costs	are	farthest	above	the	Entergy	System	average.

Assessing	the	potential	effects	of	the	FERC's	decision	requires	assumptions	regarding	the	future	total	production	cost	of	each	Utility	operating company,	which	assumptions	include	the	mix	of	solid	fuel	and	gas-fired	generation	available	to	each	company	and	the	costs	of	natural	gas	and purchased	power.		Entergy	Louisiana,	Entergy	Gulf	States	Louisiana,	Entergy	Texas,	and	Entergy	Mississippi	are	more	dependent	upon	gas-fired generation	sources	than	Entergy	Arkansas	or	Entergy	New	Orleans.	Of	these,	Entergy	Arkansas	is	the	least	dependent	upon	gas-fired

generation	sources.		Therefore,	increases	in	natural	gas	prices	likely	will	increase	the	amount	by	which	Entergy	Arkansas'	total	production	costs	are below	the	Entergy	System	average	production	costs.

The	LPSC,	APSC,	MPSC,	and	the	AEEC	appealed	the	FERC's	decision	to	the	United	States	Court	of	Appeals	for	the	D.C.	Circuit.	Entergy	and	the City	of	New	Orleans	intervened	in	the	various	appeals.	The	D.C.	Circuit	issued	its	decision	in	April	2008.	The	D.C.	Circuit	affirmed	the	FERC's decision	in	most	respects,	but	remanded	the	case	to	the	FERC	for	further	proceedings	and	reconsideration	of	its	conclusion	that	it	was	prohibited from	ordering	refunds	and	its	determination	to	implement	the	bandwidth	remedy	commencing	with	calendar	year	2006	production	costs	(with	the first	payments/receipts	commencing	in	June	2007),	rather	than	commencing	the	remedy	on	June	1,	2005.	The	D.C.	Circuit	concluded	the	FERC had	failed	so	far	in	the	proceeding	to	offer	a	reasoned	explanation	regarding	these	issues.	On	July	17,	2008,	the	Utility	operating	companies	filed with	FERC	a	motion	proposing	additional	procedures	on	the	remanded	issues.	The	proceeding	is	pending	at	the	FERC.

# Entergy's	Utility	Operating	Companies'	Compliance	Filing

In	April	2006,	the	Utility	operating	companies	filed	with	the	FERC	their	compliance	filing	to	implement	the	provisions	of	the	FERC's	decision. The	filing	amended	the	System	Agreement	to	provide	for	the	calculation	of	production	costs,	average	production	costs,	and	payments/receipts among	the	Utility	operating	companies	to	the	extent	required	to	maintain	rough	production	cost	equalization	pursuant	to	the	FERC's	decision.	The FERC	accepted	the	compliance	filing	in	November	2006,	with	limited	modifications.	The	Utility	operating	companies	filed	a	revised	compliance plan	 in	 December	 2006	 implementing	 the	 provisions	 of	 the	 FERC's	 November	 order.	In	 accordance	 with	 the	 FERC's	 order,	 the	 first payments/receipts	were	based	on	calendar	year	2006	production	costs,	with	the	payments/receipts	among	the	affected	Utility	operating	companies made	in	seven	monthly	installments	commencing	in	June	2007.

Various	 parties	 filed	 requests	 for	 rehearing	 of	 the	 FERC's	 order	 accepting	 the	 compliance	 filing.	Among	 other	 things,	 the	 LPSC	 requested rehearing	of	the	FERC's	decision	to	have	the	first	payments	commence	in	June	2007,	rather	than	earlier;	to	not	require	interest	on	the	unpaid balance,	and	 the	FERC's	decision	with	regard	 to	 the	re-pricing	of	energy	from	 the	Vidalia	hydroelectric	project	for	purposes	of	calculating production	cost	disparities.	Various	Arkansas	parties	requested	rehearing	of	the	FERC's	decision	(1)	to	require	payments	be	made	over	seven months,	rather	than	12;	(2)	on	the	application	of	the	+/-	11%	bandwidth;	and	(3)	to	reject	various	accounting	allocations	proposed	by	the	Utility operating	companies.	In	April	2007,	the	FERC	denied	the	requests	for	rehearing,	with	one	exception	regarding	the	issue	of	retrospective	refunds. That	issue	will	be	addressed	subsequent	to	the	remanded	proceeding	involving	the	interruptible	load	decision	discussed	further	below	in	this	section under	"Interruptible	Load	Proceeding."	The	LPSC	appealed	the	decision	to	the	D.C.	Circuit	Court	of	Appeals,	and	the	Utility	operating	companies and	 the	APSC	 intervened	 in	 that	appeal.	The	LPSC	raised	 three	 issues	 in	 its	appeal:	the	inclusion	of	interruptible	loads	in	the	calculation	of production	costs,	the	repricing	of	energy	from	the	Vidalia	hydroelectric	project,	and	the	timing	of	the	implementation	of	the	remedy.	Briefing	in this	proceeding	is	scheduled	during	the	first	quarter	2009.

# Rough	Production	Cost	Equalization	Rates

# 2007	Rate	Filing	Based	on	Calendar	Year	2006	Production	Costs

In	May	2007	Entergy	filed	with	the	FERC	the	rates	to	implement	the	FERC's	orders	in	the	System	Agreement	proceeding.	The	filing	shows	the following	payments/receipts	among	the	Utility	operating	companies	for	2007,	based	on	calendar	year	2006	production	costs,	commencing	for service	in	June	2007,	are	necessary	to	achieve	rough	production	cost	equalization	as	defined	by	the	FERC's	orders:

# Payments	or

# (Receipts)

|  | Payments	or |
| :--- | :--- |
|  | (Receipts) |
|  | (In\tMillions) |
| Entergy\tArkansas | $252 |
| Entergy\tGulf\tStates\tLouisiana | ($120) |
| (includes |  |
| \t\t($30)\tmillion\trelated\tto\tEntergy |  |
| Texas) |  |
| Entergy\tLouisiana | ($91) |
| Entergy\tMississippi | ($41) |
| Entergy\tNew\tOrleans | $0 |
| Entergy\tTexas | ($30) |

Several	parties	intervened	in	the	rate	proceeding	at	the	FERC,	including	the	APSC,	the	MPSC,	the	Council,	and	the	LPSC,	which	have	also	filed protests.	The	 PUCT	 also	 intervened.	Intervenor	testimony	was	filed	in	which	the	intervenors	and	also	the	FERC	Staff	advocate	a	number	of positions	on	issues	that	affect	the	level	of	production	costs	the	individual	Utility	operating	companies	are	permitted	to	reflect	in	the	bandwidth calculation,	including	the	level	of	depreciation	and	decommissioning	expense	for	nuclear	facilities.	The	effect	of	the	various	positions	would	be	to reallocate	costs	among	the	Utility	operating	companies.	Additionally,	the	APSC,	while	not	taking	a	position	on	whether	Entergy	Arkansas	was imprudent	for	not	exercising	its	right	of	first	refusal	to	repurchase	a	portion	of	the	Independence	plant	in	1996	and	1997	as	alleged	by	the	LPSC, alleges	that	if	the	FERC	finds	Entergy	Arkansas	to	be	imprudent	for	not	exercising	this	option,	the	FERC	should	disallow	recovery	from	customers by	Entergy	of	approximately	$43	million	of	increased	costs.	The	Utility	operating	companies	filed	rebuttal	testimony	refuting	the	allegations	of imprudence	concerning	the	decision	not	to	acquire	the	portion	of	the	Independence	plant,	explaining	why	the	bandwidth	payments	are	properly recoverable	under	the	AmerenUE	contract,	and	explaining	why	the	positions	of	FERC	Staff	and	intervenors	on	the	other	issues	should	be	rejected. A	hearing	 in	 this	proceeding	concluded	 in	 July	 2008,	 and	 the	ALJ	 issued	 an	 initial	 decision	 in	 September	 2008.	The	ALJ's	 initial	 decision concludes,	among	other	things,	that:	(1)	the	decisions	to	not	exercise	Entergy	Arkansas'	option	to	purchase	the	Independence	plant	in	1996	and 1997	were	prudent;	(2)	Entergy	Arkansas	properly	flowed	a	portion	of	the	bandwidth	payments	through	to	AmerenUE	in	accordance	with	the wholesale	power	contract;	and	(3)	the	level	of	nuclear	depreciation	and	decommissioning	expense	reflected	in	the	bandwidth	calculation	should	be calculated	based	on	NRC-authorized	 license	 life,	rather	 than	 the	nuclear	depreciation	and	decommissioning	expense	authorized	by	 the	retail regulators	for	purposes	of	retail	ratemaking.	Following	briefing	by	the	parties,	the	matter	was	submitted	to	the	FERC	for	decision.

The	Utility	operating	companies	also	filed	with	the	FERC	during	2007	certain	proposed	modifications	to	the	rough	production	cost	equalization calculation.	The	FERC	rejected	certain	of	the	proposed	modifications,	accepted	certain	of	the	proposed	modifications	without	further	proceedings, and	 set	 two	 of	 the	 proposed	 modifications	 for	 hearing	 and	 settlement	 procedures.	With	 respect	 to	 the	 proceeding	 involving	 changes	 to	 the functionalization	of	costs	to	the	production	function,	a	hearing	was	held	in	March	2008	and	the	ALJ	issued	an	Initial	Decision	in	June	2008	finding the	modifications	proposed	by	the	Utility	operating	companies	to	be	just	and	reasonable.	The	matter	is	now	pending	before	the	FERC	for	decision. In	the	second	proceeding,	a	contested	settlement	supported	by	the	Utility	operating	companies	is	now	pending	before	the	FERC.	In	conjunction with	the	second	proceeding,	the	LPSC	has	appealed	to	the	Court	of	Appeals	for	the	D.C.	Circuit	the	FERC's	determination	that	changes	proposed by	 the	 Utility	 operating	 companies	 and	 accepted	 by	 the	 FERC	 can	 become	 effective	 for	 the	 next	 bandwidth	 calculation	 even	 though	 such bandwidth	calculation	may	include	production	costs	incurred	prior	to	the	date	the	change	is	proposed	by	the	Utility	operating	companies.	In	August 2008,	the	D.C.	Circuit	dismissed	the	LPSC's	appeal.

The	intervenor	AmerenUE	has	argued	that	its	current	wholesale	power	contract	with	Entergy	Arkansas,	pursuant	to	which	Entergy	Arkansas	sells power	to	AmerenUE,	does	not	permit	Entergy	Arkansas	to	flow	through	to	AmerenUE	any	portion	of	Entergy	Arkansas'	bandwidth	payment. According	to	AmerenUE,	Entergy	Arkansas	has	sought	to	collect	from	AmerenUE	approximately	$14.5	million	of	the	2007	Entergy	Arkansas bandwidth	payment.		The	AmerenUE	contract	is	scheduled	to	expire	in	August	2009.	In	April	2008,	AmerenUE	filed	a	complaint

with	the	FERC	seeking	refunds	of	this	amount,	plus	interest,	in	the	event	the	FERC	ultimately	determines	that	bandwidth	payments	are	not properly	recovered	under	the	AmerenUE	contract.

On	March	31,	2008,	the	LPSC	filed	a	complaint	with	the	FERC	seeking,	among	other	things,	three	amendments	to	the	rough	production	cost equalization	bandwidth	formula.	On	April	22,	2008,	the	Utility	operating	companies	filed	an	answer	to	the	LPSC	complaint	urging	the	FERC	to reject	two	of	the	proposed	amendments	and	not	opposing	the	third.	On	July	2,	2008,	the	FERC	issued	an	order	that,	among	other	things,	ordered the	Utility	operating	companies	to	implement	the	LPSC's	proposed	amendment	that	they	did	not	oppose	and	setting	two	of	the	LPSC's	proposed amendments	for	hearing	and	settlement	proceedings.	Settlement	procedures	have	been	terminated,	and	a	hearing	is	set	for	March	2009.

Entergy	Arkansas	paid	$36	million	per	month	to	Entergy	Gulf	States,	Entergy	Louisiana,	and	Entergy	Mississippi	for	seven	months,	beginning	in June	 2007.	Management	believes	that	any	changes	in	the	allocation	of	production	costs	resulting	from	the	FERC's	decision	and	related	retail proceedings	should	result	in	similar	rate	changes	for	retail	customers.	The	APSC	has	approved	a	production	cost	allocation	rider	for	recovery	from customers	of	the	retail	portion	of	the	costs	allocated	to	Entergy	Arkansas,	but	set	a	termination	date	of	December	31,	2008	for	the	rider.	In December	2007,	the	APSC	issued	a	subsequent	order	stating	the	production	cost	allocation	rider	will	remain	in	effect,	and	any	future	termination	of the	rider	will	be	subject	 to	eighteen	months	advance	notice	by	 the	APSC,	which	would	occur	following	notice	and	hearing.	See	"Fuel	and purchased	power	cost	recovery,	Entergy	Texas,"	in	Note	2	to	the	financial	statements	for	discussion	of	a	PUCT	decision	that	Entergy	Texas	is currently	challenging	regarding	 the	rough	production	cost	equalization	payments	 that	could	result	 in	$18.6	million	of	 trapped	costs	between Entergy's	Texas	and	Louisiana	jurisdictions.

Based	on	the	FERC's	April	27,	2007	order	on	rehearing	that	is	discussed	above,	in	the	second	quarter	2007	Entergy	Arkansas	recorded	accounts payable	and	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	Texas	recorded	accounts	receivable	to	reflect	the rough	production	cost	equalization	payments	and	receipts	required	to	implement	the	FERC's	remedy	based	on	calendar	year	2006	production	costs. Entergy	Arkansas	recorded	a	corresponding	regulatory	asset	for	its	right	to	collect	the	payments	from	its	customers,	and	Entergy	Gulf	States Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	Texas	recorded	corresponding	regulatory	liabilities	for	their	obligations	to	pass	the receipts	on	to	their	customers.	The	regulatory	asset	and	liabilities	are	shown	as	"System	Agreement	cost	equalization"	on	the	respective	balance sheets.

In	April	2007,	the	LPSC	filed	a	complaint	with	the	FERC	in	which	it	sought	to	have	the	FERC	order	the	following	modifications	to	Entergy's

rough	production	costs	equalization	calculation:	(1)	elimination	of	 interruptible	 loads	from	 the	methodology	used	 to	allocate	demand-related capacity	costs;	and	(2)	change	of	the	method	used	to	re-price	energy	from	the	Vidalia	hydroelectric	project	for	purposes	of	calculating	production cost	disparities.	Entergy	filed	an	intervention	and	protest	in	this	proceeding.	In	May	2007	the	FERC	denied	the	LPSC's	complaint.	The	LPSC	has requested	rehearing,	and	FERC	consideration	of	that	request	is	still	pending.

In	May	2008,	Entergy	filed	with	the	FERC	the	rates	for	the	second	year	to	implement	the	FERC's	orders	in	the	System	Agreement	proceeding.	The filing,	as	amended	in	August	2008,	shows	the	following	payments/receipts	among	the	Utility	operating	companies	for	2008,	based	on	calendar	year 2007	production	costs,	commencing	for	service	in	June	2008,	are	necessary	to	achieve	rough	production	cost	equalization	under	the	FERC's	orders:

|  | Payments	or |
| :--- | :--- |
|  | (Receipts) |
|  | (In\tMillions) |
| Entergy\tArkansas | $252 |
| Entergy\tGulf\tStates\tLouisiana | ($124) |
| Entergy\tLouisiana | ($36) |
| Entergy\tMississippi | ($20) |
| Entergy\tNew\tOrleans | ($7) |
| Entergy\tTexas | ($65) |

Several	parties	intervened	in	the	proceeding	at	the	FERC,	including	the	APSC,	the	LPSC,	and	AmerenUE,	which	have	also	filed	protests.	Several other	parties,	including	the	MPSC	and	the	City	Council,	have	intervened	in	the	proceeding	without	filing	a	protest.	On	July	29,	2008,	the	FERC	set the	proceeding	for	hearing	and	settlement	procedures.	Settlement	procedures	were	terminated	on	October	22,	2008.	In	direct	testimony	filed	on January	9,	2009,	certain	intervenors	and	also	the	FERC	staff	advocate	a	number	of	positions	on	issues	that	affect	the	level	of	production	costs	the individual	 Utility	 operating	 companies	 are	 permitted	 to	 reflect	 in	 the	 bandwidth	 calculation,	 including	 the	 level	 of	 depreciation	 and decommissioning	expense	for	the	nuclear	and	fossil-fueled	generating	facilities.	The	effect	of	these	various	positions	would	be	to	reallocate	costs among	the	Utility	operating	companies.	In	addition,	three	issues	were	raised	alleging	imprudence	by	the	Utility	operating	companies,	including whether	 the	 Utility	 operating	 companies	 had	 properly	 reflected	 generating	 units'	 minimum	 operating	 levels	 for	 purposes	 of	 making	 unit commitment	and	dispatch	decisions,	whether	Entergy	Arkansas'	sales	to	third	parties	from	its	retained	share	of	the	Grand	Gulf	nuclear	facility	were reasonable,	 prudent,	 and	 non-discriminatory,	 and	 whether	 Entergy	 Louisiana's	 long-term	 Evangeline	 gas	 purchase	 contract	 was	 prudent	 and reasonable.	Reply	testimony	is	due	beginning	March	6,	2009,	and	a	hearing	in	the	proceeding	is	scheduled	for	June	2009.

Entergy	Arkansas	paid	$36	million	per	month	for	seven	months	in	2008,	and	began	making	the	payments	in	June	2008.	As	discussed	in	Note	2	to the	financial	statements,	the	APSC	has	approved	a	production	cost	allocation	rider	for	recovery	from	customers	of	the	retail	portion	of	the	costs allocated	to	Entergy	Arkansas.

# Calendar	Year	2008	Production	Costs

The	liabilities	and	assets	for	the	preliminary	estimate	of	the	payments	and	receipts	required	to	implement	the	FERC's	remedy	based	on	calendar year	2008	production	costs	were	recorded	in	December	2008,	based	on	certain	year-to-date	information.		The	preliminary	estimate	was	recorded based	on	the	following	estimate	of	the	payments/receipts	among	the	Utility	operating	companies	for	2009:

|  | Payments	or |
| :--- | :--- |
|  | (Receipts) |
|  | (In\tMillions) |
| Entergy\tArkansas | $394 |
| Entergy\tGulf\tStates\tLouisiana | ($67) |
| Entergy\tLouisiana | ($156) |
| Entergy\tMississippi | ($23) |
| Entergy\tNew\tOrleans | ($-) |

The	actual	payments/receipts	for	2009,	based	on	calendar	year	2008	production	costs,	will	not	be	calculated	until	the	Utility	operating	companies' FERC	 Form	 1s	 have	 been	 filed.	Once	the	calculation	is	completed,	it	will	be	filed	at	the	FERC.	The	level	of	any	payments	and	receipts	is significantly	affected	by	a	number	of	factors,	including,	among	others,	weather,	the	price	of	alternative	fuels,	the	operating

characteristics	of	the	Entergy	System	generating	fleet,	and	multiple	factors	affecting	the	calculation	of	the	non-fuel	related	revenue	requirement components	of	the	total	production	costs,	such	as	plant	investment.

# Interruptible	Load	Proceeding

In	April	2007	the	U.S.	Court	of	Appeals	for	the	D.C.	Circuit	issued	its	opinion	in	the	LPSC's	appeal	of	the	FERC's	March	2004	and	April	2005 orders	related	to	the	treatment	under	the	System	Agreement	of	the	Utility	operating	companies'	interruptible	loads.		In	its	opinion,	the	D.C.	Circuit concluded	 that	 the	 FERC	 (1)	 acted	 arbitrarily	 and	 capriciously	 by	 allowing	 the	 Utility	 operating	 companies	 to	 phase-in	 the	 effects	 of	 the elimination	of	the	interruptible	load	over	a	12-month	period	of	time;	(2)	failed	to	adequately	explain	why	refunds	could	not	be	ordered	under Section	206(c)	of	the	Federal	Power	Act;	and	(3)	exercised	appropriately	its	discretion	to	defer	addressing	the	cost	of	sulfur	dioxide	allowances until	a	later	time.		The	D.C.	Circuit	remanded	the	matter	to	the	FERC	for	a	more	considered	determination	on	the	issue	of	refunds.	The	FERC issued	its	order	on	remand	in	September	2007,	in	which	it	directs	Entergy	to	make	a	compliance	filing	removing	all	interruptible	load	from	the computation	of	peak	load	responsibility	commencing	April	1,	2004	and	to	issue	any	necessary	refunds	to	reflect	this	change.	In	addition,	the	order

directs	the	Utility	operating	companies	to	make	refunds	for	the	period	May	1995	through	July	1996.	Entergy,	the	APSC,	the	MPSC,	and	the	City Council	requested	rehearing	of	the	FERC's	order	on	remand.	The	FERC	granted	the	Utility	operating	companies'	request	to	delay	the	payment	of refunds	for	the	period	May	1995	through	July	1996	until	30	days	following	a	FERC	order	on	rehearing.	The	FERC	issued	in	September	2008	an order	denying	rehearing.	The	refunds	were	made	by	the	Utility	operating	companies	that	owed	refunds	to	the	Utility	operating	companies	that	were due	a	refund	on	October	15,	2008.	The	APSC	and	the	Utility	operating	companies	appealed	the	FERC	decisions	to	the	D.C.	Circuit.	The	procedural schedule	calls	for	briefing	during	the	first	half	of	2009.	Because	of	its	refund	obligation	to	customers	as	a	result	of	this	proceeding	and	a	related LPSC	proceeding,	Entergy	Louisiana	recorded	provisions	during	2008	of	approximately	$16	million,	including	interest,	for	rate	refunds.

# Entergy	Arkansas	Notice	of	Termination	of	System	Agreement	Participation	and	Related	APSC	Investigation

Citing	its	concerns	that	the	benefits	of	its	continued	participation	in	the	current	form	of	the	System	Agreement	have	been	seriously	eroded,	in December	2005,	Entergy	Arkansas	submitted	its	notice	that	it	will	terminate	its	participation	in	the	current	System	Agreement	effective	ninety-six (96)	months	from	the	date	of	the	notice	or	such	earlier	date	as	authorized	by	the	FERC.	Entergy	Arkansas	indicated,	however,	that	a	properly structured	replacement	agreement	could	be	a	viable	alternative.	The	APSC	had	previously	commenced	an	investigation,	in	2004,	into	whether Entergy	Arkansas'	continued	participation	in	the	System	Agreement	is	in	the	best	interests	of	its	customers.	More	than	once	in	the	investigation proceeding	Entergy	Arkansas	and	its	president,	Hugh	McDonald,	filed	testimony	with	the	APSC	in	response	to	requests	by	the	APSC.	In	addition, Mr.	McDonald	has	appeared	before	the	APSC	on	more	than	one	occasion	at	public	hearings	for	questioning.	In	December	2007,	the	APSC	ordered Mr.	McDonald	to	file	testimony	each	month	with	the	APSC	detailing	progress	toward	development	of	successor	arrangements,	beginning	in	March 2008,	and	Mr.	McDonald	has	done	so.

The	 APSC	 had	 also	 previously	 commenced	 investigations	 concerning	 Entergy	 Louisiana's	 Vidalia	 purchased	 power	 contract	 and	 Entergy Louisiana's	then	pending	acquisition	of	the	Perryville	power	plant.	Entergy	Arkansas	has	provided	information	to	the	APSC	in	these	investigations and	no	further	activity	has	occurred	in	them.

# Entergy	Mississippi	Notice	of	Termination	of	System	Agreement	Participation

In	October	2007	the	MPSC	issued	a	letter	confirming	its	belief	that	Entergy	Mississippi	should	exit	the	System	Agreement	in	light	of	the	recent developments	involving	the	System	Agreement.	The	MPSC	letter	also	requested	that	Entergy	Mississippi	advise	the	MPSC	regarding	the	status	of the	Utility	operating	companies'	effort	to	develop	successor	arrangements	to	the	System	Agreement	and	advise	the	MPSC	regarding	Entergy Mississippi's	 position	 with	 respect	 to	 withdrawal	 from	 the	 System	Agreement.	In	November	2007,	pursuant	 to	 the	provisions	of	 the	System Agreement,	Entergy	Mississippi	provided	its	written	notice	to	terminate	its	participation	in	the	System	Agreement	effective	ninety-six	(96)	months from	the	date	of	the	notice	or	such	earlier	date	as	authorized	by	the	FERC.

On	February	2,	2009,	Entergy	Arkansas	and	Entergy	Mississippi	filed	with	the	FERC	their	notices	of	cancellation	to	effectuate	the	termination	of their	participation	in	the	Entergy	System	Agreement,	effective	December	18,	2013	and	November	7,	2015,	respectively.	While	the	FERC	had indicated	previously	 that	 the	notices	should	be	filed	18	months	prior	 to	Entergy	Arkansas'	 termination	(approximately	mid-2012),	 the	filing explains	that	resolving	this	issue	now,	rather	than	later,	is	important	to	ensure	that	informed	long-term	resource	planning	decisions	can	be	made during	the	years	leading	up	to	Entergy	Arkansas'	withdrawal	and	that	all	of	the	Utility	operating	companies	are	properly	positioned	to	continue	to operate	reliably	following	Entergy	Arkansas'	and,	eventually,	Entergy	Mississippi's,	departure	from	the	System	Agreement.	Entergy	Arkansas	and Entergy	Mississippi	request	that	the	FERC	accept	the	proposed	notices	of	cancellation	without	further	proceedings.

LPSC	and	City	Council	Action	Related	to	the	Entergy	Arkansas	and	Entergy	Mississippi	Notices	of	Termination

In	light	of	the	notices	of	Entergy	Arkansas	and	Entergy	Mississippi	to	terminate	participation	in	the	current	System	Agreement,	in	January	2008	the LPSC	unanimously	voted	to	direct	the	LPSC	Staff	to	begin	evaluating	the	potential	for	a	new	agreement.	Likewise,	the	New	Orleans	City	Council opened	a	docket	to	gather	information	on	progress	towards	a	successor	agreement.

# Independent	Coordinator	of	Transmission

In	2000,	the	FERC	issued	an	order	encouraging	utilities	to	voluntarily	place	their	transmission	facilities	under	the	control	of	independent	RTOs (regional	transmission	organizations).	Delays	in	implementing	the	FERC	RTO	order	occurred	due	to	a	variety	of	reasons,	including	the	fact	that utility	companies,	other	stakeholders,	and	federal	and	state	regulators	have	had	to	work	to	resolve	various	issues	related	to	the	establishment	of	such RTOs.

In	November	2006,	after	nearly	a	decade	of	effort,	including	filings,	orders,	technical	conferences,	and	proceedings	at	the	FERC,	the	Utility operating	companies	installed	the	Southwest	Power	Pool	(SPP)	as	their	Independent	Coordinator	of	Transmission	(ICT).	The	installation	does	not transfer	control	of	Entergy's	transmission	system	to	the	ICT,	but	rather	vests	with	the	ICT	responsibility	for:

granting	or	denying	transmission	service	on	the	Utility	operating	companies'	transmission	system.

administering	the	Utility	operating	companies'	OASIS	node	for	purposes	of	processing	and	evaluating	transmission	service	requests	and ensuring	compliance	with	the	Utility	operating	companies'	obligation	to	post	transmission-related	information.

developing	a	base	plan	for	the	Utility	operating	companies'	transmission	system	that	will	result	in	the	ICT	making	the	determination	on whether	costs	of	transmission	upgrades	should	be	rolled	into	the	Utility	operating	companies'	transmission	rates	or	directly	assigned	to	the customer	requesting	or	causing	an	upgrade	to	be	constructed.	This	should	result	in	a	transmission	pricing	structure	that	ensures	that	the Utility	operating	companies'	retail	native	load	customers	are	required	to	pay	for	only	those	upgrades	necessary	to	reliably	serve	their	needs. serving	as	the	reliability	coordinator	for	the	Entergy	transmission	system.

overseeing	the	operation	of	the	weekly	procurement	process	(WPP).

evaluating	interconnection-related	investments	already	made	on	the	Entergy	System	for	purposes	of	determining	the	future	allocation	of	the uncredited	portion	of	these	investments,	pursuant	to	a	detailed	methodology.	The	ICT	agreement	also	clarifies	the	rights	that	customers receive	when	they	fund	a	supplemental	upgrade.

The	initial	term	of	the	ICT	is	four	years,	and	Entergy	is	precluded	from	terminating	the	ICT	prior	to	the	end	of	the	four-year	period.

After	the	FERC	issued	its	April	2006	order	approving	the	ICT	proposal,	the	Utility	operating	companies	made	a	series	of	compliance	filings	with the	 FERC	 that	 were	 protested	 by	 various	 parties.	The	FERC	has	accepted	 the	compliance	filings	and	denied	various	requests	for	rehearing, although	appeals	of	the	FERC's	ICT	orders	are	currently	pending	in	the	U.S.	Court	of	Appeals	for	the	D.C.	Circuit.	As	stated	above,	SPP	was installed	as	the	ICT	in	November	2006.

In	October	2006	the	Utility	operating	companies	filed	revisions	to	their	Open	Access	Transmission	Tariff	(OATT)	with	the	FERC	to	establish	a mechanism	to	recover	from	their	wholesale	transmission	customers	the	(1)	costs	incurred	to	develop	or	join	an	RTO	and	to	develop	the	ICT;	and (2)	on-going	costs	that	will	be	incurred	under	the	ICT	agreement.	Several	parties	intervened	opposing	the	proposed	tariff	revisions.	In	December 2006	the	FERC	accepted	for	filing	Entergy's	proposed	tariff	revisions,	and	set	them	for	hearing	and	settlement	procedures.	In	its	Order,	the	FERC concluded	that	each	of	the	Utility	operating	companies	"should	be	allowed	the	opportunity	to	recover	its	start	up	costs	associated	with	its	formation of	the	ICT	and	its	participation	in	prior	failed	attempts	to	form	an	RTO,"	and	also	that	the	proposed	tariffs	raised	issues	of	fact	that	are	more properly	addressed	through	hearing	and	settlement	procedures.	In	June	2007	the	Utility	operating	companies	reached	a	settlement-in-principle	with the	parties	to	the	proceeding	and	the	FERC	approved	the	settlement	in	November	2007.

In	the	FERC's	April	2006	order	that	approved	Entergy's	ICT	proposal,	the	FERC	stated	that	the	WPP	must	be	operational	within	approximately	14 months	of	the	FERC	order,	or	June	24,	2007,	or	the	FERC	may	reevaluate	all	approvals	to	proceed	with	the	ICT.		The	Utility	operating	companies have	been	working	with	the	ICT	and	a	software	vendor	to	develop	the	software	and	systems	necessary	to	implement	the	WPP.	The	Utility	operating companies	have	filed	status	reports	with	the	FERC	notifying	the	FERC	that,	due	to	unexpected	issues	with	the	development	of	the	WPP	software and	testing,	the	WPP	is	still	not	operational.	The	Utility	operating	companies	also	filed	various	tariff	revisions	with	the	FERC	in	2007	and	2008	to address	issues	identified	during	the	testing	of	the	WPP	and	changes	to	the	effective	date	of	the	WPP.	 On	October	10,	2008,	the	FERC	issued	an order	accepting	a	tariff	amendment	establishing	that	the	WPP	shall	take	effect	at	a	date	to	be	determined,	after	completion	of	successful	simulation trials	and	the	ICT's	endorsement	of	the	WPP's	implementation.	On	January	16,	2009,	the	Utility	operating	companies	filed	a	compliance	filing	with the	 FERC	 that	 included	 the	 ICT's	 endorsement	 of	 the	 WPP	 implementation,	 subject	 to	 the	 FERC's	 acceptance	 of	 certain	 additional	 tariff amendments	 and	 the	 completion	 of	 simulation	 testing	 and	 certain	 other	 items.	The	 Utility	 operating	 companies	 filed	 the	 tariff	 amendments supported	by	the	ICT	on	the	same	day.	The	amendments	propose	to	further	amend	the	WPP	to	(a)	limit	supplier	offers	in	the	WPP	to	on-peak periods	and	(b)	eliminate	the	granting	of	certain	transmission	service	through	the	WPP.	The	Utility	operating	companies	noted	that	Entergy	and	the ICT	believe	that,	if	the	FERC	approves	the	compliance	and	tariff	filings	by	March	17,	2009,	the	WPP	can	be	implemented	by	the	week	of	March 23,	2009.

In	March	2004,	the	APSC	initiated	a	proceeding	to	review	Entergy's	proposal	and	compare	the	benefits	of	such	a	proposal	to	the	alternative	of Entergy	joining	the	SPP	RTO.	The	APSC	sought	comments	from	all	interested	parties	on	this	issue.	Various	parties,	including	the	APSC	General Staff,	filed	comments	opposing	the	ICT	proposal.	A	public	hearing	has	not	been	scheduled	by	the	APSC	at	this	time,	although	Entergy	Arkansas has	responded	to	various	APSC	data	requests.	In	May	2004,	Entergy	Mississippi	filed	a	petition	for	review	with	the	MPSC	requesting	MPSC support	for	the	ICT	proposal.	A	hearing	in	that	proceeding	was	held	in	August	2004,	and	the	MPSC	has	taken	no	further	action.	Entergy	New Orleans	appeared	before	the	Utility	Committee	of	the	City	Council	in	June	2005	to	provide	information	on	the	ICT	proposal,	and	the	Council	has taken	no	further	action.	Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana	filed	an	application	with	the	LPSC	requesting	that	the	LPSC	find	that the	ICT	proposal	is	a	prudent	and	appropriate	course	of	action.	A	hearing	in	the	LPSC	proceeding	on	the	ICT	proposal	was	held	in	October	2005, and	the	LPSC	voted	to	approve	the	ICT	proposal	in	July	2006.

# Interconnection	Orders

The	Utility	operating	companies	(except	Entergy	New	Orleans)	have	been	parties	to	several	proceedings	before	the	FERC	in	which	independent generation	entities	(GenCos)	seek	refunds	of	monies	that	the	GenCos	had	previously	paid	to	the	Entergy	companies	for	facilities	necessary	to connect	the	GenCos'	generation	facilities	to	Entergy's	transmission	system.	To	the	extent	the	Utility	operating	companies	have	been	ordered	to provide	refunds,	or	may	in	the	future	be	ordered	to	provide	additional	refunds,	the	majority	of	these	costs	will	qualify	for

inclusion	in	the	Utility	operating	companies'	rates.	The	recovery	of	these	costs	is	not	automatic,	however,	especially	at	the	retail	level,	where	the majority	 of	 the	 cost	 recovery	 would	 occur.	With	respect	to	 the	facilities	 that	 the	GenCos	have	funded,	 the	ICT	recently	completed	a	report evaluating	the	classification	of	a	portion	of	facilities	that	either	are	receiving	refunds	or	eligible	for	refunds.	Following	the	issuance	of	the	report, the	 Utility	 operating	 companies	 filed	 proposed	 modifications	 to	 the	 respective	 interconnection	 agreements	 seeking	 to	 implement	 the	 ICT's classifications	and	thereby	reduce	the	amount	of	refunds	not	yet	credited	against	transmission	charges.	The	FERC	has	accepted	the	amended interconnection	agreements	that	have	been	filed.	The	ICT	is	continuing	to	review	additional	facilities	and	will	issue	subsequent	reports	evaluating the	classification	of	such	transmission	upgrades.

# Market	and	Credit	Risk	Sensitive	Instruments

Market	risk	is	the	risk	of	changes	in	the	value	of	commodity	and	financial	instruments,	or	in	future	operating	results	or	cash	flows,	in	response	to changing	market	conditions.	Entergy	holds	commodity	and	financial	instruments	that	are	exposed	to	the	following	significant	market	risks:

The	commodity	price	risk	associated	with	the	sale	of	electricity	by	Entergy's	Non-Utility	Nuclear	business.

The	interest	rate	and	equity	price	risk	associated	with	Entergy's	investments	in	pension	and	other	postretirement	benefit	trust	funds.	See	Note 11	to	the	financial	statements	for	details	regarding	Entergy's	pension	and	other	postretirement	benefit	trust	funds.

The	interest	rate	and	equity	price	risk	associated	with	Entergy's	investments	in	decommissioning	trust	funds,	particularly	in	the	Non-Utility Nuclear	business.	See	Note	17	to	the	financial	statements	for	details	regarding	Entergy's	decommissioning	trust	funds.

The	interest	rate	risk	associated	with	changes	in	interest	rates	as	a	result	of	Entergy's	issuances	of	debt.	Entergy	manages	its	interest	rate exposure	by	monitoring	current	interest	rates	and	its	debt	outstanding	in	relation	to	total	capitalization.	See	Notes	4	and	5	to	the	financial statements	for	the	details	of	Entergy's	debt	outstanding.

Entergy's	commodity	and	financial	instruments	are	also	exposed	to	credit	risk.	Credit	risk	is	the	risk	of	loss	from	nonperformance	by	suppliers, customers,	or	financial	counterparties	to	a	contract	or	agreement.	Credit	risk	also	includes	potential	demand	on	liquidity	due	to	credit	support requirements	within	supply	or	sales	agreements.

Commodity	Price	Risk

# Power	Generation

As	a	wholesale	generator,	Entergy's	Non-Utility	Nuclear	business's	core	business	is	selling	energy,	measured	in	MWh,	to	its	customers.	Non- Utility	Nuclear	enters	into	forward	contracts	with	its	customers	and	sells	energy	in	the	day	ahead	or	spot	markets.	In	addition	to	selling	the	energy produced	by	its	plants,	Non-Utility	Nuclear	sells	unforced	capacity	to	load-serving	entities,	which	allows	those	companies	to	meet	specified	reserve and	related	requirements	placed	on	them	by	the	ISOs	in	their	respective	areas.	Non-Utility	Nuclear's	forward	fixed	price	power	contracts	consist	of contracts	 to	 sell	 energy	 only,	 contracts	 to	 sell	 capacity	 only,	 and	 bundled	 contracts	 in	 which	 it	 sells	 both	 capacity	 and	 energy.	 While	 the terminology	and	payment	mechanics	vary	in	these	contracts,	each	of	these	types	of	contracts	requires	Non-Utility	Nuclear	to	deliver	MWh	of energy	to	its	counterparties,	make	capacity	available	to	them,	or	both.	The	following	is	a	summary	as	of	December	31,	2008	of	the	amount	of	Non- Utility	Nuclear's	nuclear	power	plants'	planned	energy	output	that	is	sold	forward	under	physical	or	financial	contracts:

|  | 2009 | 2010 | 2011 | 2012 | 2013 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Non-Utility\tNuclear: |  |  |  |  |  |
| Percent\tof\tplanned\tgeneration\tsold\tforward: |  |  |  |  |  |
| Unit-contingent | 48% | 31% | 29% | 18% | 12% |
| Unit-contingent\twith\tguarantee\tof\tavailability\t(1) | 38% | 35% | 17% | 7% | 6% |
| Total | 86% | 66% | 46% | 25% | 18% |
| Planned\tgeneration\t(TWh) | 41 | 40 | 41 | 41 | 40 |
| Average\tcontracted\tprice\tper\tMWh\t(2) | $61 | $60 | $56 | $54 | $50 |

(2) The	Vermont	Yankee	acquisition	included	a	10-year	PPA	under	which	the	former	owners	will buy	most	of	the	power	produced	by	the	plant,	which	is	through	the	expiration	in	2012	of	the current	operating	license	for	the	plant.	The	PPA	includes	an	adjustment	clause	under	which	the prices	specified	in	the	PPA	will	be	adjusted	downward	monthly,	beginning	in	November	2005,

if	power	market	prices	drop	below	PPA	prices,	which	has	not	happened	thus	far	and	is	not

expected	in	the	foreseeable	future.

Entergy's	Non-Utility	Nuclear	business'	purchase	of	the	FitzPatrick	and	Indian	Point	3	plants	from	NYPA	included	value	sharing	agreements	with NYPA.	In	October	2007,	NYPA	and	the	subsidiaries	that	own	the	FitzPatrick	and	Indian	Point	3	plants	amended	and	restated	the	value	sharing agreements	to	clarify	and	amend	certain	provisions	of	the	original	terms.	Under	the	amended	value	sharing	agreements,	Entergy's	Non-Utility Nuclear	business	agreed	to	make	annual	payments	to	NYPA	based	on	the	generation	output	of	the	Indian	Point	3	and	FitzPatrick	plants	from January	2007	through	December	2014.	Entergy's	Non-Utility	Nuclear	business	will	pay	NYPA	$6.59	per	MWh	for	power	sold	from	Indian	Point 3,	up	to	an	annual	cap	of	$48	million,	and	$3.91	per	MWh	for	power	sold	from	FitzPatrick,	up	to	an	annual	cap	of	$24	million.	The	annual	payment for	each	year	is	due	by	January	15	of	the	following	year.	In	August	2008,	Non-Utility	Nuclear	entered	into	a	resolution	of	a	dispute	with	NYPA over	the	applicability	of	the	value	sharing	agreements	to	its	FitzPatrick	and	Indian	Point	3	nuclear	power	plants	after	the	planned	spin-off	of	the Non-Utility	 Nuclear	 business.	Under	the	resolution,	Non-Utility	Nuclear	agreed	not	to	treat	the	separation	as	a	"Cessation	Event"	that	would terminate	its	obligation	to	make	the	payments	under	the	value	sharing	agreements.	As	a	result,	after	the	spin-off	transaction,	Non-Utility	Nuclear will	continue	to	be	obligated	to	make	payments	to	NYPA	under	the	amended	and	restated	value	sharing	agreements.

Non-Utility	Nuclear	will	record	its	liability	for	payments	to	NYPA	as	power	is	generated	and	sold	by	Indian	Point	3	and	FitzPatrick.	Non-Utility Nuclear	recorded	a	$72	million	liability	for	generation	in	both	2008	and	2007.	An	amount	equal	to	the	liability	will	be	recorded	to	the	plant	asset account	as	contingent	purchase	price	consideration	for	the	plants.	This	amount	will	be	depreciated	over	the	expected	remaining	useful	life	of	the plants.

Some	of	the	agreements	to	sell	the	power	produced	by	Entergy's	Non-Utility	Nuclear	power	plants	contain	provisions	that	require	an	Entergy subsidiary	to	provide	collateral	to	secure	its	obligations	under	the	agreements.	The	Entergy	subsidiary	is	required	to	provide	collateral	based	upon the	difference	between	the	current	market	and	contracted	power	prices	in	the	regions	where	Non-Utility	Nuclear	sells	power.	The	primary	form	of collateral	to	satisfy	these	requirements	is	an	Entergy	Corporation	guaranty.		Cash	and	letters	of	credit	are	also	acceptable	forms	of	collateral.		At December	31,	2008,	based	on	power	prices	at	that	time,	Entergy	had	in	place	as	collateral	$536	million	of	Entergy	Corporation	guarantees	for wholesale	transactions,	including	$60	million	of	guarantees	that	support	letters	of	credit	and	$2	million	of	cash	collateral.	As	of	December	31,	2008, the	assurance	requirement	associated	with	Non-Utility	Nuclear	is	estimated	to	increase	by	an	amount	of	up	to	$216	million	if	gas	prices	increase	$1 per	MMBtu	in	both	the	short-	and	long-term	markets.	In	the	event	of	a	decrease	in	Entergy

Corporation's	credit	rating	to	below	investment	grade,	based	on	power	prices	as	of	December	31,	2008,	Entergy	would	have	been	required	under some	of	the	agreements	to	replace	approximately	$76	million	of	the	Entergy	Corporation	guarantees	with	cash	or	letters	of	credit.

For	the	planned	energy	output	under	contract	through	2013	as	of	December	31,	2008,	68%	of	the	planned	energy	output	is	under	contract	with counterparties	with	public	investment	grade	credit	ratings;	31%	is	with	counterparties	with	public	non-investment	grade	credit	ratings,	primarily	a utility	from	which	Non-Utility	Nuclear	purchased	one	of	its	power	plants	and	entered	into	a	long-term	fixed-price	purchased	power	agreement;	and 1%	is	with	load-serving	entities	without	public	credit	ratings.

In	addition	to	selling	the	power	produced	by	its	plants,	the	Non-Utility	Nuclear	business	sells	unforced	capacity	to	load-serving	distribution companies	in	order	for	those	companies	to	meet	requirements	placed	on	them	by	the	ISO	in	their	area.	Following	is	a	summary	of	the	amount	of the	Non-Utility	Nuclear	business'	installed	capacity	that	is	currently	sold	forward,	and	the	blended	amount	of	the	Non-Utility	Nuclear	business' planned	generation	output	and	installed	capacity	that	is	currently	sold	forward:

|  | 2009 | 2010 | 2011 | 2012 | 2013 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Non-Utility\tNuclear: |  |  |  |  |  |
| Percent\tof\tcapacity\tsold\tforward: |  |  |  |  |  |
| Bundled\tcapacity\tand\tenergy\tcontracts | 26% | 26% | 26% | 19% | 16% |
| Capacity\tcontracts | 47% | 34% | 26% | 9% | 0% |
| Total | 73% | 60% | 52% | 28% | 16% |
| Planned\tnet\tMW\tin\toperation | 4,998 | 4,998 | 4,998 | 4,998 | 4,998 |
| Average\tcapacity\tcontract\tprice\tper\tkW\tper\tmonth | $2.1 | $3.4 | $3.4 | $3.2 | $- |
| Blended\tCapacity\tand\tEnergy\t(based\ton\trevenues) |  |  |  |  |  |
| %\tof\tplanned\tgeneration\tand\tcapacity\tsold\tforward | 86% | 64% | 43% | 21% | 14% |
| Average\tcontract\trevenue\tper\tMWh | $63 | $62 | $59 | $55 | $50 |

# Critical	Accounting	Estimates

The	preparation	of	Entergy's	financial	statements	 in	conformity	with	generally	accepted	accounting	principles	requires	management	 to	apply appropriate	accounting	policies	and	to	make	estimates	and	judgments	that	can	have	a	significant	effect	on	reported	financial	position,	results	of operations,	 and	 cash	 flows.	Management	has	identified	the	following	accounting	policies	and	estimates	as	critical	because	they	are	based	on assumptions	and	measurements	that	involve	a	high	degree	of	uncertainty,	and	the	potential	for	future	changes	in	the	assumptions	and	measurements that	could	produce	estimates	that	would	have	a	material	effect	on	the	presentation	of	Entergy's	financial	position	or	results	of	operations.

# Nuclear	Decommissioning	Costs

Entergy	owns	a	significant	number	of	nuclear	generation	facilities	in	both	its	Utility	and	Non-Utility	Nuclear	business	units.	Regulations	require Entergy	to	decommission	its	nuclear	power	plants	after	each	facility	is	taken	out	of	service,	and	money	is	collected	and	deposited	in	trust	funds during	the	facilities'	operating	lives	in	order	to	provide	for	this	obligation.	Entergy	conducts	periodic	decommissioning	cost	studies	to	estimate	the costs	that	will	be	incurred	to	decommission	the	facilities.	The	following	key	assumptions	have	a	significant	effect	on	these	estimates:

Cost	Escalation	Factors	-	Entergy's	decommissioning	revenue	requirement	studies	include	an	assumption	that	decommissioning	costs	will escalate	over	present	cost	levels	by	annual	factors	ranging	from	approximately	CPI-U	to	5.5%.	A	50	basis	point	change	in	this	assumption could	change	the	ultimate	cost	of	decommissioning	a	facility	by	as	much	as	11%.

Timing	-	In	projecting	decommissioning	costs,	two	assumptions	must	be	made	to	estimate	the	timing	of	plant	decommissioning.	First,	the date	of	the	plant's	retirement	must	be	estimated.	The	expiration	of	the	plant's	operating	license	is	typically	used	for	this	purpose,	but	the assumption	may	be	made	that	the	plant's	license	will	be	renewed	and	operate	for	some	time	beyond	the	original	license	term.	Second,	an assumption	must	be	made	whether	decommissioning	will	begin	immediately	upon	plant	retirement,	or	whether	the	plant	will	be	held	in "safestore"	status	for	later	decommissioning,	as	permitted	by	applicable	regulations.	While	the	effect	of	these	assumptions	cannot	be determined	with	precision,	assuming	either	license	renewal	or	use	of	a	"safestore"	status	can	possibly	change	the	present	value	of	these obligations.	Future	revisions	to	appropriately	reflect	changes	needed	to	the	estimate	of	decommissioning	costs	will	affect	net	income,	only	to the	extent	that	the	estimate	of	any	reduction	in	the	liability	exceeds	the	amount	of	the	undepreciated	asset	retirement	cost	at	the	date	of	the revision,	for	unregulated	portions	of	Entergy's	business.	Any	increases	in	the	liability	recorded	due	to	such	changes	are	capitalized	and depreciated	over	the	asset's	remaining	economic	life	in	accordance	with	SFAS	143.

Spent	Fuel	Disposal	-	Federal	regulations	require	the	DOE	to	provide	a	permanent	repository	for	the	storage	of	spent	nuclear	fuel,	and legislation	has	been	passed	by	Congress	to	develop	this	repository	at	Yucca	Mountain,	Nevada.	Until	this	site	is	available,	however,	nuclear plant	operators	must	provide	for	interim	spent	fuel	storage	on	the	nuclear	plant	site,	which	can	require	the	construction	and	maintenance	of dry	cask	storage	sites	or	other	facilities.	The	costs	of	developing	and	maintaining	these	facilities	can	have	a	significant	effect	(as	much	as 16%	of	estimated	decommissioning	costs).	Entergy's	decommissioning	studies	may	include	cost	estimates	for	spent	fuel	storage.	However, these	estimates	could	change	in	the	future	based	on	the	timing	of	the	opening	of	the	Yucca	Mountain	facility,	the	schedule	for	shipments	to that	facility	when	it	is	opened,	or	other	factors.	Entergy	is	pursuing	damages	claims	against	the	DOE	for	its	failure	to	pick	up	spent	fuel timely.

Technology	and	Regulation	-	To	date,	there	is	limited	practical	experience	in	the	United	States	with	actual	decommissioning	of	large	nuclear facilities.	As	experience	is	gained	and	technology	changes,	cost	estimates	could	also	change.	If	regulations	regarding	nuclear decommissioning	were	to	change,	this	could	have	a	potentially	significant	effect	on	cost	estimates.	The	effect	of	these	potential	changes	is not	presently	determinable.	Entergy's	decommissioning	cost	studies	assume	current	technologies	and	regulations.

In	the	third	quarter	2008,	Entergy's	Non-Utility	Nuclear	business	recorded	an	increase	of	$13.7	million	in	decommissioning	liabilities	for	certain	of its	plants	as	a	result	of	revised	decommissioning	cost	studies.	The	revised	estimates	resulted	in	the	recognition	of	a	$13.7	million	asset	retirement obligation	asset	that	will	be	depreciated	over	the	remaining	life	of	the	units.

In	the	fourth	quarter	of	2007,	Entergy's	Non-Utility	Nuclear	business	recorded	an	increase	of	$100	million	in	decommissioning	liabilities	for	certain of	its	plants	as	a	result	of	revised	decommissioning	cost	studies.	The	revised	estimates	resulted	in	the	recognition	of	a	$100	million	asset	retirement obligation	asset	that	will	be	depreciated	over	the	remaining	life	of	the	units.

In	the	third	quarter	of	2006,	Entergy's	Non-Utility	Nuclear	business	recorded	a	reduction	of	$27	million	in	decommissioning	liability	for	a	plant	as a	result	of	a	revised	decommissioning	cost	study	and	changes	in	assumptions	regarding	the	timing	of	when	decommissioning	of	the	plant	will begin.	The	revised	estimate	resulted	in	miscellaneous	income	of	$27	million	($16.6	million	net-of-tax),	reflecting	the	excess	of	the	reduction	in	the liability	over	the	amount	of	undepreciated	asset	retirement	cost	recorded	at	the	time	of	adoption	of	SFAS	143.

# Unbilled	Revenue

As	discussed	in	Note	1	to	the	financial	statements,	Entergy	records	an	estimate	of	the	revenues	earned	for	energy	delivered	since	 the	 latest customer	billing.	Each	month	the	estimated	unbilled	revenue	amounts	are	recorded	as	revenue	and	a	receivable,	and	the	prior	month's	estimate	is reversed.	The	difference	between	the	estimate	of	the	unbilled	receivable	at	the	beginning	of	the	period	and	the	end	of	the	period	is	the	amount	of unbilled	revenue	recognized	during	the	period.	The	estimate	recorded	is	primarily	based	upon	an	estimate	of	customer	usage	during	the	unbilled period	and	the	billed	price	to	customers	in	that	month,	including	fuel	price.	Therefore,	revenue	recognized	may	be	affected	by	the	estimated	price

and	usage	at	the	beginning	and	end	of	each	period	and	fuel	price	fluctuations,	in	addition	to	changes	in	certain	components	of	the	calculation.

# Impairment	of	Long-lived	Assets	and	Trust	Fund	Investments

Entergy	has	significant	investments	in	long-lived	assets	in	all	of	its	segments,	and	Entergy	evaluates	these	assets	against	the	market	economics	and under	the	accounting	rules	for	impairment	whenever	there	are	indications	that	impairments	may	exist.	This	evaluation	involves	a	significant	degree of	estimation	and	uncertainty,	and	these	estimates	are	particularly	important	in	Entergy's	Utility	business	and	the	non-nuclear	wholesale	assets business.	In	the	Utility	business,	portions	of	River	Bend	and	Grand	Gulf	are	not	included	in	rate	base,	which	could	reduce	the	revenue	that	would otherwise	be	recovered	for	the	applicable	portions	of	those	units'	generation.	In	the	non-nuclear	wholesale	assets	business,	Entergy's	investments	in merchant	generation	assets	are	subject	to	impairment	if	adverse	market	conditions	arise.

In	order	to	determine	if	Entergy	should	recognize	an	impairment	of	a	long-lived	asset	that	is	to	be	held	and	used,	accounting	standards	require	that the	sum	of	the	expected	undiscounted	future	cash	flows	from	the	asset	be	compared	to	the	asset's	carrying	value.	If	the	expected	undiscounted future	cash	flows	exceed	the	carrying	value,	no	impairment	is	recorded;	if	such	cash	flows	are	less	than	the	carrying	value,	Entergy	is	required	to record	an	impairment	charge	to	write	the	asset	down	to	its	fair	value.	If	an	asset	is	held	for	sale,	an	impairment	is	required	to	be	recognized	if	the fair	value	(less	costs	to	sell)	of	the	asset	is	less	than	its	carrying	value.

# These	estimates	are	based	on	a	number	of	key	assumptions,	including:

Future	power	and	fuel	prices	-	Electricity	and	gas	prices	have	been	very	volatile	in	recent	years,	and	this	volatility	is	expected	to	continue. This	volatility	necessarily	increases	the	imprecision	inherent	in	the	long-term	forecasts	of	commodity	prices	that	are	a	key	determinant	of estimated	future	cash	flows.

Market	value	of	generation	assets	-	Valuing	assets	held	for	sale	requires	estimating	the	current	market	value	of	generation	assets.	While market	transactions	provide	evidence	for	this	valuation,	the	market	for	such	assets	is	volatile	and	the	value	of	individual	assets	is	impacted by	factors	unique	to	those	assets.

Future	operating	costs	-	Entergy	assumes	relatively	minor	annual	increases	in	operating	costs.	Technological	or	regulatory	changes	that	have a	significant	impact	on	operations	could	cause	a	significant	change	in	these	assumptions.

As	disclosed	in	Note	1	to	the	financial	statements,	unrealized	losses	that	are	not	considered	temporarily	impaired	are	recorded	in	earnings	for	Non- Utility	Nuclear.		Non-Utility	Nuclear	recorded	charges	to	interest	income	of	$50	million	in	2008	and	$5	million	in	2007	resulting	from	the recognition	of	impairments	of	certain	securities	held	in	its	decommissioning	trust	funds	that	are	not	considered	temporary.		No	impairments	were recorded	in	2006.		Given	the	current	market	events	and	volatility	in	the	debt	and	equity	markets,	additional	impairments	could	be	recorded	in	2009 to	the	extent	that	then	current		market	conditions	change	the	evaluation	of	recoverability	of	unrealized	losses.

# Qualified	Pension	and	Other	Postretirement	Benefits

Entergy	 sponsors	 qualified,	 defined	 benefit	 pension	 plans	 which	 cover	 substantially	 all	 employees.	Additionally,	 Entergy	 currently	 provides postretirement	health	care	and	life	insurance	benefits	for	substantially	all	employees	who	reach	retirement	age	while	still	working	for	Entergy. Entergy's	reported	costs	of	providing	these	benefits,	as	described	in	Note	11	to	the	financial	statements,	are	impacted	by	numerous	factors	including the	 provisions	 of	 the	 plans,	 changing	 employee	 demographics,	 and	 various	 actuarial	 calculations,	 assumptions,	 and	 accounting	 mechanisms. Because	 of	 the	 complexity	 of	 these	 calculations,	 the	 long-term	 nature	 of	 these	 obligations,	 and	 the	 importance	 of	 the	 assumptions	 utilized, Entergy's	estimate	of	these	costs	is	a	critical	accounting	estimate	for	the	Utility	and	Non-Utility	Nuclear	segments.

# Assumptions

Key	actuarial	assumptions	utilized	in	determining	these	costs	include:

Discount	rates	used	in	determining	the	future	benefit	obligations;

Projected	health	care	cost	trend	rates;

Expected	long-term	rate	of	return	on	plan	assets;	and

Rate	of	increase	in	future	compensation	levels.

Entergy	reviews	 these	assumptions	on	an	annual	basis	and	adjusts	 them	as	necessary.	The	falling	 interest	rate	environment	and	worse-than- expected	performance	of	the	financial	equity	markets	in	previous	years	have	impacted	Entergy's	funding	and	reported	costs	for	these	benefits.	In addition,	these	trends	have	caused	Entergy	to	make	a	number	of	adjustments	to	its	assumptions.

In	selecting	an	assumed	discount	rate	to	calculate	benefit	obligations,	Entergy	reviews	market	yields	on	high-quality	corporate	debt	and	matches these	rates	with	Entergy's	projected	stream	of	benefit	payments.	Based	on	recent	market	trends,	Entergy	increased	its	discount	rate	used	to	calculate benefit	obligations	from	6.5%	in	2007	to	6.75%	for	pension	and	6.7%	for	other	postretirement	benefits	in	2008.	Entergy's	assumed	discount	rate used	to	calculate	the	2006	benefit	obligations	was	6.00%.	Entergy	reviews	actual	recent	cost	trends	and	projected	future	trends	in	establishing health	care	cost	trend	rates.	Based	on	this	review,	Entergy's	health	care	cost	trend	rate	assumption	used	in	calculating	the	December	31,	2008 accumulated	postretirement	benefit	obligation	was	an	8.5%	increase	in	health	care	costs	in	2009	gradually	decreasing	each	successive	year,	until	it reaches	a	4.75%	annual	increase	in	health	care	costs	in	2015	and	beyond.

In	determining	its	expected	long-term	rate	of	return	on	plan	assets,	Entergy	reviews	past	long-term	performance,	asset	allocations,	and	long-term inflation	 assumptions.	Entergy	targets	an	asset	allocation	for	its	pension	plan	assets	of	roughly	65%	equity	securities	and	35%	fixed-income securities.	The	target	allocation	for	Entergy's	other	postretirement	benefit	assets	is	51%	equity	securities	and	49%	fixed-income	securities.	Entergy's expected	long-term	rate	of	return	on	pension	plan	and	non-taxable	other	postretirement	assets	used	were	8.5%	in	2008,	2007	and	2006.	Entergy's expected	long-term	rate	of	return	on	taxable	other	postretirement	assets	were	5.5%	in	2008	and	2007	and	2006.	The	assumed	rate	of	increase	in future	compensation	levels	used	to	calculate	benefit	obligations	was	4.23	%	in	2008	and	2007	and	3.25%	in	2006.

Cost	Sensitivity

The	following	chart	reflects	the	sensitivity	of	qualified	pension	cost	to	changes	in	certain	actuarial	assumptions	(dollars	in	thousands):

|  |  | Impact	on	2008 | Impact	on	Qualified |
| :--- | :--- | :--- | :--- |
|  | Change\tin | Qualified\tPension | Projected |
| Actuarial\tAssumption | Assumption | Cost | Benefit\tObligation |
|  |  | Increase/(Decrease) |  |
| Discount\trate | (0.25%) | $10,797 | $111,953 |
| Rate\tof\treturn\ton\tplan\tassets | (0.25%) | $6,781 | - |
| Rate\tof\tincrease\tin\tcompensation | 0.25% | $5,593 | $29,424 |

The	following	chart	reflects	the	sensitivity	of	postretirement	benefit	cost	to	changes	in	certain	actuarial	assumptions	(dollars	in	thousands):

|  | Change	in | Impact	on	2008 | Postretirement	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Postretirement\tBenefit\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $6,151 | $29,047 |
| Discount\trate | (0.25%) | $4,018 | 33,496 |

Each	fluctuation	above	assumes	that	the	other	components	of	the	calculation	are	held	constant.

# Accounting	Mechanisms

In	September	2006,	FASB	issued	SFAS	158,	"Employer's	Accounting	for	Defined	Benefit	Pension	and	Other	Postretirement	Plans,	an	amendment of	FASB	Statements	Nos.	87,	88,	106	and	132(R),"	to	be	effective	December	31,	2006.	SFAS	158	requires	an	employer	to	recognize	in	its	balance sheet	the	funded	status	of	its	benefit	plans.	Refer	to	Note	11	to	the	financial	statements	for	a	further	discussion	of	SFAS	158	and	Entergy's	funded status.

In	accordance	with	SFAS	No.	87,	"Employers'	Accounting	for	Pensions,"	Entergy	utilizes	a	number	of	accounting	mechanisms	that	reduce	the volatility	of	reported	pension	costs.	Differences	between	actuarial	assumptions	and	actual	plan	results	are	deferred	and	are	amortized	into	expense only	when	the	accumulated	differences	exceed	10%	of	the	greater	of	the	projected	benefit	obligation	or	the	market-related	value	of	plan	assets.	If necessary,	the	excess	is	amortized	over	the	average	remaining	service	period	of	active	employees.

Entergy	calculates	the	expected	return	on	pension	and	other	postretirement	benefit	plan	assets	by	multiplying	the	long-term	expected	rate	of	return on	assets	by	the	market-related	value	(MRV)	of	plan	assets.		Entergy	determines	the	MRV	of	pension	plan	assets	by	calculating	a	value	that	uses	a 20-quarter	phase-in	of	the	difference	between	actual	and	expected	returns.		For	other	postretirement	benefit	plan	assets	Entergy	uses	fair	value when	determining	MRV.

# Costs	and	Funding

In	2008,	Entergy's	total	qualified	pension	cost	was	$98	million.	Entergy	anticipates	2009	qualified	pension	cost	to	be	$86	million.	Pension	funding was	$287.8	million	for	2008.	Entergy's	contributions	to	the	pension	trust	are	currently	estimated	to	be	$140	million	in	2009,	although	market conditions	occurring	in	2008	could	have	impacts	to	that	expected	amount,	as	further	described	below.	Guidance	pursuant	to	the	Pension	Protection Act	of	2006	(Pension	Protection	Act)	rules,	effective	for	the	2008	plan	year	and	beyond,	continues	to	evolve,	be	interpreted	through	technical corrections	bills,	and	discussed	within	the	industry	and	congressional	lawmakers.	Any	changes	to	the	Pension	Protection	Act	as	a	result	of	these discussions	and	efforts	may	affect	the	level	of	Entergy's	pension	contributions	in	the	future.

The	Pension	Protection	Act	of	2006	was	signed	by	the	President	on	August	17,	2006.	The	intent	of	the	legislation	is	to	require	companies	to	fund 100%	of	their	pension	liability;	and	then	for	companies	to	fund,	on	a	going-forward	basis,	an	amount	generally	estimated	to	be	the	amount	that	the pension	liability	increases	each	year	due	to	an	additional	year	of	service	by	the	employees	eligible	for	pension	benefits.

The	recent	decline	in	stock	market	prices	will	affect	Entergy's	planned	levels	of	contributions	in	the	future.		Minimum	required	funding	calculations as	determined	under	Pension	Protection	Act	guidance	are	performed	annually	as	of	January	1	of	each	year	and	are	based	on	measurements	of	the market-related	values	of	assets	and	funding	liabilities	as	measured	at	that	date.		An	excess	of	the	funding	liability	over	the	market-related	value	of assets,	results	in	a	funding	shortfall	which,	under	the	Pension	Protection	Act,	must	be	funded	over	a	seven-year	rolling

period.		Entergy's	minimum	required	contributions	for	the	2009	plan	year	are	generally	payable	in	installments	throughout	2009	and	2010	and	will be	based	on	the	funding	calculations	as	of	January	1,	2009.		The	final	date	at	which	2009	plan	year	contributions	may	be	made	is	September	15, 2010.		Given	the	decline	in	the	stock	market,	the	minimum	required	contributions	for	the	2009	plan	year,	payable	in	2009	or	2010,	will	increase although	the	level	of	increase	or	timing	of	that	increase	cannot	be	determined	until	the	January	1,	2009	valuation	is	completed	by	April	2009. Entergy,	however,	does	not	currently	expect	the	contributions	to	increase	materially	over	and	above	historical	levels	of	pension	contributions.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	Entergy	in	2008	were	$93.4	million,	including	$24.7	million	in	savings	due	to the	estimated	effect	of	future	Medicare	Part	D	subsidies.	Entergy	expects	2009	postretirement	health	care	and	life	insurance	benefit	costs	to	be $105.2	million.	This	includes	a	projected	$24	million	in	savings	due	to	the	estimated	effect	of	future	Medicare	Part	D	subsidies.	Entergy	expects	to contribute	$76	million	in	2009	to	its	other	postretirement	plans.

# Other	Contingencies

As	a	company	with	multi-state	domestic	utility	operations	and	a	history	of	international	investments,	Entergy	is	subject	to	a	number	of	federal,

state,	and	international	laws	and	regulations	and	other	factors	and	conditions	in	the	areas	in	which	it	operates,	which	potentially	subject	it	to environmental,	litigation,	and	other	risks.	Entergy	periodically	evaluates	its	exposure	for	such	risks	and	records	a	reserve	for	those	matters	which are	considered	probable	and	estimable	in	accordance	with	generally	accepted	accounting	principles.

# Environmental

Entergy	must	comply	with	environmental	laws	and	regulations	applicable	to	the	handling	and	disposal	of	hazardous	waste.	Under	these	various laws	and	regulations,	Entergy	could	incur	substantial	costs	to	restore	properties	consistent	with	the	various	standards.	Entergy	conducts	studies	to determine	the	extent	of	any	required	remediation	and	has	recorded	reserves	based	upon	its	evaluation	of	the	likelihood	of	loss	and	expected	dollar amount	 for	 each	 issue.	Additional	sites	could	be	 identified	which	require	environmental	remediation	for	which	Entergy	could	be	 liable.	The amounts	of	environmental	reserves	recorded	can	be	significantly	affected	by	the	following	external	events	or	conditions:

Changes	to	existing	state	or	federal	regulation	by	governmental	authorities	having	jurisdiction	over	air	quality,	water	quality,	control	of	toxic substances	and	hazardous	and	solid	wastes,	and	other	environmental	matters.

The	identification	of	additional	sites	or	the	filing	of	other	complaints	in	which	Entergy	may	be	asserted	to	be	a	potentially	responsible	party. The	resolution	or	progression	of	existing	matters	through	the	court	system	or	resolution	by	the	EPA.

# Litigation

Entergy	has	been	named	as	defendant	in	a	number	of	lawsuits	involving	employment,	ratepayer,	and	injuries	and	damages	issues,	among	other matters.	Entergy	periodically	reviews	the	cases	in	which	it	has	been	named	as	defendant	and	assesses	the	likelihood	of	loss	in	each	case	as probable,	reasonably	estimable,	or	remote	and	records	reserves	for	cases	which	have	a	probable	likelihood	of	loss	and	can	be	estimated.	Notes	2	and 8	to	the	financial	statements	include	more	detail	on	ratepayer	and	other	lawsuits	and	management's	assessment	of	the	adequacy	of	reserves	recorded for	these	matters.	Given	the	environment	in	which	Entergy	operates,	and	the	unpredictable	nature	of	many	of	the	cases	in	which	Entergy	is	named as	a	defendant,	however,	the	ultimate	outcome	of	the	litigation	Entergy	is	exposed	to	has	the	potential	to	materially	affect	the	results	of	operations of	Entergy,	or	its	operating	company	subsidiaries.

# Uncertain	Tax	Positions

Entergy's	operations,	including	acquisitions	and	divestitures,	require	Entergy	to	evaluate	risks	such	as	the	potential	tax	effects	of	a	transaction,	or warranties	made	in	connection	with	such	a	transaction.	Entergy	believes	that	it	has	adequately	assessed	and	provided	for	these	types	of	risks,	where applicable.	Any	reserves	recorded	for	these	types	of	issues,	however,	could	be	significantly	affected	by	events	such	as	claims	made	by	third	parties under	warranties,	additional	transactions	contemplated	by	Entergy,	or	completion	of	reviews	of	the	tax	treatment	of	certain	transactions	or	issues	by taxing	authorities.	Entergy	does	not	expect	a	material	adverse	effect	on	earnings	from	these	matters.

# New	Accounting	Pronouncements

The	FASB	issued	Statement	of	Financial	Accounting	Standards	No.	141(R),	"Business	Combinations"	(SFAS	141(R))	during	the	fourth	quarter 2007.	The	significant	provisions	of	SFAS	141R	are	that:	(i)	assets,	liabilities	and	non-controlling	(minority)	interests	will	be	measured	at	fair market	value;	(ii)	costs	associated	with	the	acquisition	such	as	transaction-related	costs	or	restructuring	costs	will	be	separately	recorded	from	the acquisition	and	expensed	as	incurred;	(iii)	any	excess	of	fair	market	value	of	the	assets,	liabilities	and	minority	interests	acquired	over	the	fair market	value	of	the	purchase	price	will	be	recognized	as	a	bargain	purchase	and	a	gain	recorded	at	the	acquisition	date;	and	(iv)	contractual contingencies	resulting	in	potential	future	assets	or	liabilities	may	be	recorded	at	fair	market	value	at	the	date	of	acquisition	if	certain	criteria	are met.	SFAS	141(R)	applies	prospectively	to	business	combinations	for	which	the	acquisition	date	is	on	or	after	the	beginning	of	the	first	annual reporting	period	beginning	on	or	after	December	15,	2008.	An	entity	may	not	apply	SFAS	141(R)	before	that	date.

The	 FASB	 issued	 Statement	 of	 Financial	 Accounting	 Standards	 No.	 160,	 "Noncontrolling	 Interests	 in	 Consolidated	 Financial	 Statements" (SFAS	160)	during	the	fourth	quarter	2007.	SFAS	160	enhances	disclosures	and	affects	the	presentation	of	minority	interests	in	the	balance	sheet, income	statement	and	statement	of	comprehensive	income.	SFAS	160	will	also	require	a	parent	to	record	a	gain	or	loss	when	a	subsidiary	in	which it	retains	a	minority	interest	is	deconsolidated	from	the	parent	company.	SFAS	160	applies	prospectively	to	business	combinations	for	which	the acquisition	date	is	on	or	after	the	beginning	of	the	first	annual	reporting	period	beginning	on	or	after	December	15,	2008.	An	entity	may	not	apply SFAS	160	before	that	date.	Pursuant	to	SFAS	160,	beginning	in	2009,	Entergy	will	prospectively	reclassify	as	equity	its	subsidiary	preferred	stock without	sinking	fund.

In	March	2008	the	FASB	issued	Statement	of	Financial	Accounting	Standards	No.	161	"Disclosures	about	Derivative	Instruments	and	Hedging Activities,	an	amendment	of	FASB	Statement	No.	133"	(SFAS	161),	which	requires	enhanced	disclosures	about	an	entity's	derivative	and	hedging activities.	SFAS	161	requires	qualitative	disclosures	about	objectives	and	strategies	for	using	derivatives,	quantitative	disclosures	about	fair	value amounts	of	and	gains	and	losses	on	derivative	instruments,	and	disclosures	about	credit-risk-related	contingent	features	in	derivative	agreements. SFAS	161	is	effective	for	financial	statements	issued	for	fiscal	years	and	interim	periods	beginning	after	November	15,	2008.

# SELECTED	FINANCIAL	DATA	-	FIVE-YEAR	COMPARISON

| Operating	revenues | $13,093,756 | $11,484,398 | $10,932,158 | $10,106,247 | $9,685,521 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Income\tfrom\tcontinuing\toperations | $1,220,566 | $1,134,849 | $1,133,098 | $943,125 | $909,565(1) |
| Earnings\tper\tshare\tfrom\tcontinuing\toperations: |  |  |  |  |  |
| \t\tBasic | $6.39 | $5.77 | $5.46 | $4.49 | $4.01 |
| \t\tDiluted | $6.20 | $5.60 | $5.36 | $4.40 | $3.93 |
| Dividends\tdeclared\tper\tshare | $3.00 | $2.58 | $2.16 | $2.16 | $1.89 |
| Return\ton\tcommon\tequity | 15.42% | 14.13% | 14.21% | 11.20% | 10.70% |
| Book\tvalue\tper\tshare,\tyear-end | $42.07 | $40.71 | $40.45 | $37.31 | $38.25 |
| Total\tassets | $36,616,818 | $33,643,002 | $31,082,731 | $30,857,657 | $28,310,777 |
| Long-term\tobligations\t(2) | $11,517,382 | $9,948,573 | $8,996,620 | $9,013,448 | $7,180,291 |

(1)	Before	cumulative	effect	of	accounting	changes.

(2)	Includes	long-term	debt	(excluding	currently	maturing	debt),	preferred	stock	with	sinking	fund,	and	noncurrent	capital	lease	obligations.

|  | 2008 | 2007 | 2006 | 2005 | 2004 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (Dollars\tIn\tMillions) | (Dollars\tIn\tMillions) |  |  |
| Utility\tElectric\tOperating\tRevenues: |  |  |  |  |  |
| \t\tResidential | $3,610 | $3,228 | $3,193 | $2,912 | $2,842 |
| \t\tCommercial | 2,735 | 2,413 | 2,318 | 2,041 | 2,045 |
| \t\tIndustrial | 2,933 | 2,545 | 2,630 | 2,419 | 2,311 |
| \t\tGovernmental | 248 | 221 | 155 | 141 | 200 |
| \t\t\t\t\tTotal\tretail | 9,526 | 8,407 | 8,296 | 7,513 | 7,398 |
| \t\tSales\tfor\tresale\t(1) | 325 | 393 | 612 | 656 | 390 |
| \t\tOther | 222 | 246 | 155 | 278 | 145 |
| \t\t\t\t\tTotal | $10,073 | $9,046 | $9,063 | $8,447 | $7,933 |
| Utility\tBilled\tElectric\tEnergy\tSales\t(GWh): |  |  |  |  |  |
| \t\tResidential | 33,047 | 33,281 | 31,665 | 31,569 | 32,897 |
| \t\tCommercial | 27,340 | 27,408 | 25,079 | 24,401 | 26,468 |
| \t\tIndustrial | 37,843 | 38,985 | 38,339 | 37,615 | 40,293 |
| \t\tGovernmental | 2,379 | 2,339 | 1,580 | 1,568 | 2,568 |
| \t\t\t\t\tTotal\tretail | 100,609 | 102,013 | 96,663 | 95,153 | 102,226 |
| \t\tSales\tfor\tresale\t(1) | 5,401 | 6,145 | 10,803 | 11,459 | 8,623 |
| \t\t\t\t\tTotal | 106,010 | 108,158 | 107,466 | 106,612 | 110,849 |
| Non-Utility\tNuclear: |  |  |  |  |  |
| Operating\tRevenues | $2,558 | $2,030 | $1,545 | $1,422 | $1,342 |
| Billed\tElectric\tEnergy\tSales\t(GWh) | 41,710 | 37,570 | 34,847 | 33,641 | 32,613 |

(1)	Includes	sales	to	Entergy	New	Orleans,	which	was	deconsolidated	in	2006	and	2005.	See	Note	18	to	the	financial	statements.

# REPORT	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM

# To	the	Board	of	Directors	and	Shareholders

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Entergy	Corporation	and	Subsidiaries	(the	"Corporation")	as	of	December	31, 2008	and	2007,	and	the	related	consolidated	statements	of	income;	of	retained	earnings,	comprehensive	income,	and	paid-in	capital;	and	of	cash flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2008.	These	financial	statements	are	the	responsibility	of	the	Corporation's management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	based	on	our	audits.

We	conducted	our	audits	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards require	that	we	plan	and	perform	the	audit	to	obtain	reasonable	assurance	about	whether	the	financial	statements	are	free	of	material	misstatement. An	audit	includes	examining,	on	a	test	basis,	evidence	supporting	the	amounts	and	disclosures	in	the	financial	statements.	An	audit	also	includes

assessing	the	accounting	principles	used	and	significant	estimates	made	by	management,	as	well	as	evaluating	the	overall	financial	statement presentation.	We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinion.

In	our	opinion,	such	consolidated	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	Entergy	Corporation	and Subsidiaries	as	of	December	31,	2008	and	2007,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	three	years	in	the	period ended	December	31,	2008,	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	Corporation's internal	control	over	financial	reporting	as	of	December	31,	2008,	based	on	the	criteria	established	in	Internal	Control	-	Integrated	Framework issued	 by	 the	 Committee	 of	 Sponsoring	 Organizations	 of	 the	Treadway	 Commission	 and	 our	 report	 dated	 February	 27,	 2009	 expressed	 an unqualified	opinion	on	the	Corporation's	internal	control	over	financial	reporting.

# DELOITTE	&	TOUCHE	LLP

New	Orleans,	Louisiana

# CONSOLIDATED	STATEMENTS	OF	INCOME

| OPERATING	REVENUES |  |  |  |
| :--- | :--- | :--- | :--- |
| Electric | \t $10,073,160 | $9,046,301 | $9,063,135 |
| Natural\tgas | 241,856 | 206,073 | 84,230 |
| Competitive\tbusinesses | 2,778,740 | 2,232,024 | 1,784,793 |
| TOTAL | 13,093,756 | 11,484,398 | 10,932,158 |
| OPERATING\tEXPENSES |  |  |  |
| Operating\tand\tMaintenance: |  |  |  |
| \t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\tgas\tpurchased\tfor\tresale | 3,577,764 | 2,934,833 | 3,144,073 |
| \t\tPurchased\tpower | 2,491,200 | 1,986,950 | 2,138,237 |
| \t\tNuclear\trefueling\toutage\texpenses | 221,759 | 180,971 | 169,567 |
| \t\tOther\toperation\tand\tmaintenance | 2,742,762 | 2,649,654 | 2,335,364 |
| Decommissioning | 189,409 | 167,898 | 145,884 |
| Taxes\tother\tthan\tincome\ttaxes | 496,952 | 489,058 | 428,561 |
| Depreciation\tand\tamortization | 1,030,860 | 963,712 | 887,792 |
| Other\tregulatory\tcharges\t(credits)\t-\tnet | 59,883 | 54,954 | (122,680) |
| TOTAL | 10,810,589 | 9,428,030 | 9,126,798 |
| OPERATING\tINCOME | 2,283,167 | 2,056,368 | 1,805,360 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 44,523 | 42,742 | 39,894 |
| Interest\tand\tdividend\tincome | 148,216 | 233,997 | 198,835 |
| Equity\tin\tearnings\t(loss)\tof\tunconsolidated\tequity\taffiliates | (11,684) | 3,176 | 93,744 |
| Miscellaneous\t-\tnet | (11,768) | (24,860) | 16,114 |
| TOTAL | 169,287 | 255,055 | 348,587 |
| INTEREST\tAND\tOTHER\tCHARGES |  |  |  |
| Interest\ton\tlong-term\tdebt | 500,898 | 506,089 | 498,451 |
| Other\tinterest\t-\tnet | 133,290 | 155,995 | 75,502 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (25,267) | (25,032) | (23,931) |
| Preferred\tdividend\trequirements\tand\tother | 19,969 | 25,105 | 27,783 |
| TOTAL | 628,890 | 662,157 | 577,805 |
| INCOME\tFROM\tCONTINUING\tOPERATIONS\tBEFORE\tINCOME\tTAXES | 1,823,564 | 1,649,266 | 1,576,142 |
| Income\ttaxes | 602,998 | 514,417 | 443,044 |
| INCOME\tFROM\tCONTINUING\tOPERATIONS | 1,220,566 | 1,134,849 | 1,133,098 |
| LOSS\tFROM\tDISCONTINUED\tOPERATIONS\t(net\tof\tincome\ttax\n\texpense\tof\t$67) | - | - | (496) |
| CONSOLIDATED\tNET\tINCOME | $1,220,566 | $1,134,849 | $1,132,602 |
| Basic\tearnings\tper\taverage\tcommon\tshare: |  |  |  |
| \t\tContinuing\toperations | $6.39 | $5.77 | $5.46 |
| \t\tDiscontinued\toperations | - | - | - |
| \t\tBasic\tearnings\tper\taverage\tcommon\tshare | $6.39 | $5.77 | $5.46 |

| Continuing	operations | $6.20 | $5.60 | $5.36 |
| :--- | :--- | :--- | :--- |
| \t\tDiscontinued\toperations | - | - | - |
| \t\tDiluted\tearnings\tper\taverage\tcommon\tshare | $6.20 | $5.60 | $5.36 |
| Dividends\tdeclared\tper\tcommon\tshare | $3.00 | $2.58 | $2.16 |
| Basic\taverage\tnumber\tof\tcommon\tshares\toutstanding | \t 190,925,613 | 196,572,945 | 207,456,838 |
| Diluted\taverage\tnumber\tof\tcommon\tshares\toutstanding | \t 201,011,588 | 202,780,283 | 211,452,455 |

See	Notes	to	Financial	Statements.

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

| Consolidated	net	income<br>Adjustments	to	reconcile	consolidated	net	income	to	net	cash	flow | $1,220,566 | $1,134,849 | $1,132,602 |
| :--- | :--- | :--- | :--- |
| provided\tby\toperating\tactivities: |  |  |  |
| \t\tReserve\tfor\tregulatory\tadjustments | (8,285) | (15,574) | 36,352 |
| \t\tOther\tregulatory\tcharges\t(credits)\t-\tnet | 59,883 | 54,954 | (122,680) |
| \t\tDepreciation,\tamortization,\tand\tdecommissioning | 1,220,269 | 1,131,610 | 1,035,153 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | 333,948 | 476,241 | 738,643 |
| \t\tEquity\tin\tearnings\t(loss)\tof\tunconsolidated\tequity\taffiliates\t-\tnet\tof\tdividends | 11,684 | (3,176) | 4,436 |
| \t\tChanges\tin\tworking\tcapital: |  |  |  |
| \t\t\t\tReceivables | 78,653 | (62,646) | 408,042 |
| \t\t\t\tFuel\tinventory | (7,561) | (10,445) | 13,097 |
| \t\t\t\tAccounts\tpayable | (23,225) | (103,048) | (83,884) |
| \t\t\t\tTaxes\taccrued | 75,210 | (187,324) | (835) |
| \t\t\t\tInterest\taccrued | (652) | 11,785 | 5,975 |
| \t\t\t\tDeferred\tfuel | (38,500) | 912 | 582,947 |
| \t\t\t\tOther\tworking\tcapital\taccounts | (72,372) | (73,269) | 64,479 |
| \t\tProvision\tfor\testimated\tlosses\tand\treserves | 12,462 | (59,292) | 39,822 |
| \t\tChanges\tin\tother\tregulatory\tassets | (324,211) | 254,736 | (454,458) |
| \t\tChanges\tin\tpensions\tand\tother\tpostretirement\tliabilities | 828,160 | (56,224) | 333,381 |
| \t\tOther | (41,701) | 65,681 | (285,233) |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | 3,324,328 | 2,559,770 | 3,447,839 |
| INVESTING\tACTIVITIES |  |  |  |
| Construction/capital\texpenditures | (2,212,255) | (1,578,030) | (1,633,268) |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 44,523 | 42,742 | 39,894 |
| Nuclear\tfuel\tpurchases | (423,951) | (408,732) | (326,248) |
| Proceeds\tfrom\tsale/leaseback\tof\tnuclear\tfuel | 297,097 | 169,066 | 135,190 |
| Proceeds\tfrom\tsale\tof\tassets\tand\tbusinesses | 30,725 | 13,063 | 77,159 |
| Payment\tfor\tpurchase\tof\tplant | (266,823) | (336,211) | (88,199) |
| Insurance\tproceeds\treceived\tfor\tproperty\tdamages | 130,114 | 83,104 | 18,828 |
| Changes\tin\ttransition\tcharge\taccount | 7,211 | (19,273) | - |
| NYPA\tvalue\tsharing\tpayment | (72,000) | - | - |
| Decrease\t(increase)\tin\tother\tinvestments | (72,833) | 41,720 | (6,353) |
| Proceeds\tfrom\tnuclear\tdecommissioning\ttrust\tfund\tsales | 1,652,277 | 1,583,584 | 777,584 |
| Investment\tin\tnuclear\tdecommissioning\ttrust\tfunds | (1,704,181) | (1,708,764) | (884,123) |
| Other\tregulatory\tinvestments | - | - | (38,037) |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | (2,590,096) | (2,117,731) | (1,927,573) |

| Long-term	debt | 3,456,695 | 2,866,136 | 1,837,713 |
| :--- | :--- | :--- | :--- |
| \t\tPreferred\tequity | - | 10,000 | 73,354 |
| \t\tCommon\tstock\tand\ttreasury\tstock | 34,775 | 78,830 | 70,455 |
| Retirement\tof\tlong-term\tdebt | (2,486,806) | (1,369,945) | (1,804,373) |

| Repurchase	of	common	stock | (512,351) | (1,215,578) | (584,193) |
| :--- | :--- | :--- | :--- |
| Redemption\tof\tpreferred\tstock | - | (57,827) | (183,881) |
| Changes\tin\tshort\tterm\tborrowings\t-\tnet | 30,000 | - | (15,000) |
| Dividends\tpaid: |  |  |  |
| \t\tCommon\tstock | (573,045) | (507,327) | (448,954) |
| \t\tPreferred\tequity | (20,025) | (25,875) | (28,848) |
| Net\tcash\tflow\tused\tin\tfinancing\tactivities | (70,757) | (221,586) | (1,083,727) |
| Effect\tof\texchange\trates\ton\tcash\tand\tcash\tequivalents | 3,288 | 30 | (3,207) |
| Net\tincrease\tin\tcash\tand\tcash\tequivalents | 666,763 | 220,483 | 433,332 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 1,253,728 | 1,016,152 | 582,820 |
| Effect\tof\tthe\treconsolidation\tof\tEntergy\tNew\tOrleans\ton\tcash\tand\tcash\tequivalents | - | 17,093 | - |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $1,920,491 | $1,253,728 | $1,016,152 |
| SUPPLEMENTAL\tDISCLOSURE\tOF\tCASH\tFLOW\tINFORMATION: |  |  |  |
| \t\tCash\tpaid/(received)\tduring\tthe\tperiod\tfor: |  |  |  |
| \t\t\t\tInterest\t-\tnet\tof\tamount\tcapitalized | $612,288 | $611,197 | $514,189 |
| \t\t\t\tIncome\ttaxes | $137,234 | $376,808 | ($147,435) |

| Cash | $115,876 | $126,652 |
| :--- | :--- | :--- |
| \t\tTemporary\tcash\tinvestments\t-\tat\tcost, |  |  |
| \t\t\twhich\tapproximates\tmarket | 1,804,615 | 1,127,076 |
| \t\t\t\t\tTotal\tcash\tand\tcash\tequivalents | 1,920,491 | 1,253,728 |
| Securitization\trecovery\ttrust\taccount | 12,062 | 19,273 |
| Accounts\treceivable: |  |  |
| \t\tCustomer | 734,204 | 610,724 |
| \t\tAllowance\tfor\tdoubtful\taccounts | (25,610) | (25,789) |
| \t\tOther | 206,627 | 303,060 |
| \t\tAccrued\tunbilled\trevenues | 282,914 | 288,076 |
| \t\t\t\t\tTotal\taccounts\treceivable | 1,198,135 | 1,176,071 |
| Deferred\tfuel\tcosts | 167,092 | - |
| Accumulated\tdeferred\tincome\ttaxes | 7,307 | 38,117 |
| Fuel\tinventory\t-\tat\taverage\tcost | 216,145 | 208,584 |
| Materials\tand\tsupplies\t-\tat\taverage\tcost | 776,170 | 692,376 |
| Deferred\tnuclear\trefueling\toutage\tcosts | 221,803 | 172,936 |
| System\tagreement\tcost\tequalization | 394,000 | 268,000 |
| Prepayments\tand\tother | 247,184 | 129,162 |
| TOTAL | 5,160,389 | 3,958,247 |
| OTHER\tPROPERTY\tAND\tINVESTMENTS |  |  |
| Investment\tin\taffiliates\t-\tat\tequity | 66,247 | 78,992 |
| Decommissioning\ttrust\tfunds | 2,832,243 | 3,307,636 |
| Non-utility\tproperty\t-\tat\tcost\t(less\taccumulated\tdepreciation) | 231,115 | 220,204 |
| Other | 107,939 | 82,563 |
| TOTAL | 3,237,544 | 3,689,395 |
| PROPERTY,\tPLANT\tAND\tEQUIPMENT |  |  |
| Electric | 34,495,406 | 32,959,022 |
| Property\tunder\tcapital\tlease | 745,504 | 740,095 |
| Natural\tgas | 303,769 | 300,767 |
| Construction\twork\tin\tprogress | 1,712,761 | 1,054,833 |
| Nuclear\tfuel\tunder\tcapital\tlease | 465,374 | 361,502 |
| Nuclear\tfuel | 636,813 | 665,620 |
| TOTAL\tPROPERTY,\tPLANT\tAND\tEQUIPMENT | 38,359,627 | 36,081,839 |
| Less\t-\taccumulated\tdepreciation\tand\tamortization | 15,930,513 | 15,107,569 |
| PROPERTY,\tPLANT\tAND\tEQUIPMENT\t-\tNET | 22,429,114 | 20,974,270 |

DEFERRED	DEBITS	AND	OTHER	ASSETS

| SFAS	109	regulatory	asset	-	net | 581,719 | 595,743 |
| :--- | :--- | :--- |
| \t\tOther\tregulatory\tassets | 3,615,104 | 2,971,399 |
| \t\tDeferred\tfuel\tcosts | 168,122 | 168,122 |
| Goodwill | 377,172 | 377,172 |
| Other | 1,047,654 | 908,654 |
| TOTAL | 5,789,771 | 5,021,090 |
| TOTAL\tASSETS | $36,616,818 | $33,643,002 |

# CONSOLIDATED	BALANCE	SHEETS

# LIABILITIES	AND	SHAREHOLDERS'	EQUITY

| Currently	maturing	long-term	debt | $544,460 | $996,757 |
| :--- | :--- | :--- |
| Notes\tpayable | 55,034 | 25,037 |
| Accounts\tpayable | 1,475,745 | 1,031,300 |
| Customer\tdeposits | 302,303 | 291,171 |
| Taxes\taccrued | 75,210 | - |
| Interest\taccrued | 187,310 | 187,968 |
| Deferred\tfuel\tcosts | 183,539 | 54,947 |
| Obligations\tunder\tcapital\tleases | 162,393 | 152,615 |
| Pension\tand\tother\tpostretirement\tliabilities | 46,288 | 34,795 |
| System\tagreement\tcost\tequalization | 460,315 | 268,000 |
| Other | 273,297 | 214,164 |
| TOTAL | 3,765,894 | 3,256,754 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 6,565,770 | 6,379,679 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 325,570 | 343,539 |
| Obligations\tunder\tcapital\tleases | 343,093 | 220,438 |
| Other\tregulatory\tliabilities | 280,643 | 490,323 |
| Decommissioning\tand\tasset\tretirement\tcost\tliabilities | 2,677,495 | 2,489,061 |
| Accumulated\tprovisions | 147,452 | 133,406 |
| Pension\tand\tother\tpostretirement\tliabilities | 2,177,993 | 1,361,326 |
| Long-term\tdebt | 11,174,289 | 9,728,135 |
| Other | 880,998 | 1,066,508 |
| TOTAL | 24,573,303 | 22,212,415 |
| Commitments\tand\tContingencies |  |  |
| Preferred\tstock\twithout\tsinking\tfund | 311,029 | 311,162 |
| SHAREHOLDERS'\tEQUITY |  |  |
| Common\tstock,\t$.01\tpar\tvalue,\tauthorized\t500,000,000 |  |  |
| \tshares;\tissued\t248,174,087\tshares\tin\t2008\tand\tin\t2007 | 2,482 | 2,482 |
| Paid-in\tcapital | 4,869,303 | 4,850,769 |
| Retained\tearnings | 7,382,719 | 6,735,965 |
| Accumulated\tother\tcomprehensive\tincome\t(loss) | (112,698) | 8,320 |
| Less\t-\ttreasury\tstock,\tat\tcost\t(58,815,518\tshares\tin\t2008\tand |  |  |
| \t55,053,847\tshares\tin\t2007) | 4,175,214 | 3,734,865 |
| TOTAL | 7,966,592 | 7,862,671 |
| TOTAL\tLIABILITIES\tAND\tSHAREHOLDERS'\tEQUITY | $36,616,818 | $33,643,002 |

CONSOLIDATED	STATEMENTS	OF	RETAINED	EARNINGS,	COMPREHENSIVE	INCOME,	AND	PAID-IN	CAPITAL

# RETAINED	EARNINGS

| Retained	Earnings	-	Beginning	of	period | $6,735,965 |  | $6,113,042 |  | $5,433,931 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| \t\tAdd: |  |  |  |  |  |  |
| \t\t\t\tConsolidated\tnet\tincome | 1,220,566 | $1,220,566 | 1,134,849 | $1,134,849 | 1,132,602 | $1,132,602 |
| \t\t\t\tAdjustment\trelated\tto\tFIN\t48\timplementation | - |  | (4,600) |  | - |  |
| \t\t\t\t\t\tTotal | 1,220,566 |  | 1,130,249 |  | 1,132,602 |  |
| \t\tDeduct: |  |  |  |  |  |  |
| \t\t\t\tDividends\tdeclared\ton\tcommon\tstock | 573,924 |  | 507,326 |  | 448,572 |  |
| \t\t\t\tCapital\tstock\tand\tother\texpenses | (112) |  | - |  | 4,919 |  |
| \t\t\t\t\t\tTotal | 573,812 |  | 507,326 |  | 453,491 |  |
| Retained\tEarnings\t-\tEnd\tof\tperiod | $7,382,719 |  | $6,735,965 |  | $6,113,042 |  |
| ACCUMULATED\tOTHER\tCOMPREHENSIVE\tINCOME\t(LOSS) |  |  |  |  |  |  |
| Balance\tat\tbeginning\tof\tperiod: |  |  |  |  |  |  |
| \t\tAccumulated\tderivative\tinstrument\tfair\tvalue\tchanges | ($12,540) |  | ($105,578) |  | ($392,614) |  |
| \t\tPension\tand\tother\tpostretirement\tliabilities | (107,145) |  | (105,909) |  | - |  |
| \t\tNet\tunrealized\tinvestment\tgains | 121,611 |  | 104,551 |  | 67,923 |  |
| \t\tForeign\tcurrency\ttranslation | 6,394 |  | 6,424 |  | 3,217 |  |
| \t\tMinimum\tpension\tliability | - |  | - |  | (22,345) |  |
| \t\t\t\t\t\tTotal | 8,320 |  | (100,512) |  | (343,819) |  |
| Net\tderivative\tinstrument\tfair\tvalue\tchanges\tarising\tduring\n\t\tthe\tperiod\t(net\tof\ttax\texpense\tof\t$78,837,\t$57,185\tand\t$187,462) | 133,370 | 133,370 | 93,038 | 93,038 | 287,036 | 287,036 |
| Pension\tand\tother\tpostretirement\tliabilities\t(net\tof\ttax\texpense\n\t(benefit)\tof\t($68,076),\t$29,994\tand\t($92,419)) | (125,087) | (125,087) | (1,236) | (1,236) | (75,805) | - |
| Net\tunrealized\tinvestment\tgains\t(net\tof\ttax\texpense\t(benefit)\tof\n\t($108,049),\t$23,562,\tand\t$28,428) | (126,013) | (126,013) | 17,060 | 17,060 | 36,628 | 36,628 |
| Foreign\tcurrency\ttranslation\t(net\tof\ttax\texpense\t(benefit)\tof\n\t($1,770),\t(16),\tand\t$1,122) | (3,288) | (3,288) | (30) | (30) | 3,207 | 3,207 |
| Minimum\tpension\tliability\t(net\tof\ttax\tbenefit\tof\t($5,911)) | - | - | - | - | (7,759) | (7,759) |
| Balance\tat\tend\tof\tperiod:\n\t\tAccumulated\tderivative\tinstrument\tfair\tvalue\tchanges | 120,830 |  | (12,540) |  | (105,578) |  |
| \t\tPension\tand\tother\tpostretirement\tliabilities | (232,232) |  | (107,145) |  | (105,909) |  |
| \t\tNet\tunrealized\tinvestment\tgains | (4,402) |  | 121,611 |  | 104,551 |  |
| \t\tForeign\tcurrency\ttranslation | 3,106 |  | 6,394 |  | 6,424 |  |
| \t\t\t\t\t\tTotal | ($112,698) |  | $8,320 |  | ($100,512) |  |
| Comprehensive\tIncome |  | $1,099,548 |  | $1,243,681 |  | $1,451,714 |
| PAID-IN\tCAPITAL |  |  |  |  |  |  |
| Paid-in\tCapital\t-\tBeginning\tof\tperiod | $4,850,769 |  | $4,827,265 |  | $4,817,637 |  |
| \t\tAdd:\n\t\t\t\tCommon\tstock\tissuances\trelated\tto\tstock\tplans | 18,534 |  | 23,504 |  | 9,628 |  |
| Paid-in\tCapital\t-\tEnd\tof\tperiod | $4,869,303 |  | $4,850,769 |  | $4,827,265 |  |

NOTES	TO	FINANCIAL	STATEMENTS

# NOTE	1.	SUMMARY	OF	SIGNIFICANT	ACCOUNTING	POLICIES	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States

# Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy)

The	accompanying	consolidated	financial	statements	 include	 the	accounts	of	Entergy	Corporation	and	 its	direct	and	 indirect	subsidiaries.	As required	by	generally	accepted	accounting	principles,	all	significant	intercompany	transactions	have	been	eliminated	in	the	consolidated	financial statements.	Entergy's	Registrant	Subsidiaries	(Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy New	Orleans,	Entergy	Texas,	and	System	Energy)	also	include	their	separate	financial	statements	in	this	Form	10-K	because	those	companies	have securities	registered	with	the	SEC.	The	Registrant	Subsidiaries	and	many	other	Entergy	subsidiaries	maintain	accounts	in	accordance	with	FERC and	other	regulatory	guidelines.	Certain	previously	reported	amounts	have	been	reclassified	to	conform	to	current	classifications,	with	no	effect	on net	income	or	shareholders'	(or	members')	equity.

# Use	of	Estimates	in	the	Preparation	of	Financial	Statements

In	conformity	with	generally	accepted	accounting	principles,	the	preparation	of	Entergy	Corporation's	consolidated	financial	statements	and	the separate	financial	statements	of	 the	Registrant	Subsidiaries	requires	management	 to	make	estimates	and	assumptions	 that	affect	 the	reported amounts	of	assets,	liabilities,	revenues,	and	expenses	and	the	disclosure	of	contingent	assets	and	liabilities.	Adjustments	to	the	reported	amounts	of assets	and	liabilities	may	be	necessary	in	the	future	to	the	extent	that	future	estimates	or	actual	results	are	different	from	the	estimates	used.

# Revenues	and	Fuel	Costs

Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	Texas	generate,	transmit,	and	distribute electric	power	primarily	to	retail	customers	in	Arkansas,	Louisiana,	Louisiana,	Mississippi,	and	Texas,	respectively.	 Entergy	Gulf	States	Louisiana also	distributes	gas	to	retail	customers	in	and	around	Baton	Rouge,	Louisiana.	Entergy	New	Orleans	sells	both	electric	power	and	gas	to	retail customers	in	the	City	of	New	Orleans,	except	for	Algiers,	where	Entergy	Louisiana	is	the	electric	power	supplier.	Entergy's	Non-Utility	Nuclear segment	derives	almost	all	of	its	revenue	from	sales	of	electric	power	generated	by	plants	owned	by	the	Non-Utility	Nuclear	segment.

Entergy	recognizes	revenue	from	electric	power	and	gas	sales	when	power	or	gas	is	delivered	to	customers.	To	the	extent	that	deliveries	have occurred	but	a	bill	has	not	been	issued,	Entergy's	Utility	operating	companies	accrue	an	estimate	of	the	revenues	for	energy	delivered	since	the latest	billings.	The	Utility	operating	companies	calculate	the	estimate	based	upon	several	factors	including	billings	through	the	last	billing	cycle	in a	 month,	 actual	 generation	 in	 the	 month,	 historical	 line	 loss	 factors,	 and	 prices	 in	 effect	 in	 Entergy's	 Utility	 operating	 companies'	 various jurisdictions.	Changes	are	made	to	the	inputs	in	the	estimate	as	needed	to	reflect	changes	in	billing	practices.	Each	month	the	estimated	unbilled revenue	amounts	are	recorded	as	revenue	and	unbilled	accounts	receivable,	and	the	prior	month's	estimate	is	reversed.	Therefore,	changes	in	price and	volume	differences	resulting	from	factors	such	as	weather	affect	the	calculation	of	unbilled	revenues	from	one	period	to	the	next,	and	may result	in	variability	in	reported	revenues	from	one	period	to	the	next	as	prior	estimates	are	reversed	and	new	estimates	recorded.

Entergy's	Utility	operating	companies'	rate	schedules	 include	either	fuel	adjustment	clauses	or	fixed	fuel	factors,	which	allow	either	current recovery	in	billings	to	customers	or	deferral	of	fuel	costs	until	the	costs	are	billed	to	customers.	Because	the	fuel	adjustment	clause	mechanism allows	monthly	adjustments	to	recover	fuel	costs,	Entergy	New	Orleans	and,	prior	to	2006,	Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana include	a	component	of	fuel	cost	recovery	in	their	unbilled	revenue	calculations.	Effective	January	1,	2006,	however,	for

Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana	this	fuel	component	of	unbilled	accounts	receivable	was	reclassified	to	a	deferred	fuel	asset and	is	no	longer	included	in	the	unbilled	revenue	calculations,	which	is	in	accordance	with	regulatory	treatment.	Where	the	fuel	component	of revenues	is	billed	based	on	a	pre-determined	fuel	cost	(fixed	fuel	factor),	the	fuel	factor	remains	in	effect	until	changed	as	part	of	a	general	rate case,	fuel	reconciliation,	or	fixed	fuel	factor	filing.	Entergy	Mississippi's	fuel	factor	includes	an	energy	cost	rider	that	is	adjusted	quarterly.	In	the case	 of	 Entergy	Arkansas	 and	 Entergy	 Texas,	 a	 portion	 of	 their	 fuel	 under-recoveries	 is	 treated	 in	 the	 cash	 flow	 statements	 as	 regulatory investments	because	those	companies	are	allowed	by	their	regulatory	jurisdictions	to	recover	the	fuel	cost	regulatory	asset	over	longer	than	a twelve-month	period,	and	the	companies	earn	a	carrying	charge	on	the	under-recovered	balances.

System	Energy's	operating	revenues	are	intended	to	recover	from	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New Orleans	operating	expenses	and	capital	costs	attributable	to	Grand	Gulf.	The	capital	costs	are	computed	by	allowing	a	return	on	System	Energy's common	equity	funds	allocable	to	its	net	investment	in	Grand	Gulf,	plus	System	Energy's	effective	 interest	cost	for	 its	debt	allocable	 to	 its investment	in	Grand	Gulf.

# Property,	Plant,	and	Equipment

Property,	plant,	and	equipment	 is	stated	at	original	cost.	Depreciation	is	computed	on	the	straight-line	basis	at	rates	based	on	the	applicable estimated	service	lives	of	the	various	classes	of	property.	For	the	Registrant	Subsidiaries,	the	original	cost	of	plant	retired	or	removed,	less	salvage, is	 charged	 to	 accumulated	 depreciation.	Normal	 maintenance,	 repairs,	 and	 minor	 replacement	 costs	 are	 charged	 to	 operating	 expenses. Substantially	all	of	the	Registrant	Subsidiaries'	plant	is	subject	to	mortgage	liens.

Electric	plant	includes	the	portions	of	Grand	Gulf	and	Waterford	3	that	have	been	sold	and	leased	back.	For	financial	reporting	purposes,	these	sale and	leaseback	arrangements	are	reflected	as	financing	transactions.

Net	property,	plant,	and	equipment	for	Entergy	(including	property	under	capital	lease	and	associated	accumulated	amortization)	by	business segment	and	functional	category,	as	of	December	31,	2008	and	2007,	is	shown	below:

| Nuclear | $7,998 | $5,468 | $2,530 | $- |
| :--- | :--- | :--- | :--- | :--- |
| \t\t\tOther | 1,944 | 1,723 | - | 221 |
| Transmission | 2,757 | 2,724 | 33 | - |
| Distribution | 5,361 | 5,361 | - | - |
| Other | 1,554 | 1,283 | 271 | - |

| Construction	work	in	progress | 1,713 | 1,441 | 252 | 20 |
| :--- | :--- | :--- | :--- | :--- |
| Nuclear\tfuel\t(leased\tand\towned) | 1,102 | 596 | 506 | - |
| Property,\tplant,\tand\tequipment\t-\tnet | $22,429 | $18,596 | $3,592 | $241 |

|  |  |  | Non-Utility | All |
| :--- | :--- | :--- | :--- | :--- |
| 2007 | Entergy | Utility | Nuclear | Other |
|  |  | (In\tMillions) |  |  |
| Production |  |  |  |  |
| \t\t\tNuclear | $8,031 | $5,654 | $2,377 | $- |
| \t\t\tOther | 1,571 | 1,364 | - | 207 |
| Transmission | 2,569 | 2,539 | 30 | - |
| Distribution | 5,206 | 5,206 | - | - |
| Other | 1,626 | 1,341 | 254 | 31 |
| Construction\twork\tin\tprogress | 1,060 | 859 | 192 | 9 |
| Nuclear\tfuel\t(leased\tand\towned) | 911 | 400 | 511 | - |
| Property,\tplant,\tand\tequipment\t-\tnet | $20,974 | $17,363 | $3,364 | $247 |

"Non-utility	property	-	at	cost	(less	accumulated	depreciation)"	for	Entergy	is	reported	net	of	accumulated	depreciation	of	$185.8	million	and $177.1	million	as	of	December	31,	2008	and	2007,	respectively.

Net	property,	plant,	and	equipment	for	the	Registrant	Subsidiaries	(including	property	under	capital	lease	and	associated	accumulated	amortization) by	company	and	functional	category,	as	of	December	31,	2008	and	2007,	is	shown	below:

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2008 | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tMillions) |  |  |  |
| Production |  |  |  |  |  |  |  |
| \t\t\tNuclear | $1,063 | $1,410 | $1,434 | $- | $- | $- | $1,561 |
| \t\t\tOther | 470 | 239 | 354 | 346 | - | 314 | - |
| Transmission | 782 | 386 | 508 | 476 | 21 | 545 | 6 |
| Distribution | 1,519 | 733 | 1,148 | 885 | 236 | 840 | - |
| Other | 201 | 180 | 302 | 194 | 165 | 110 | 20 |
| Construction\twork\tin\tprogress | 142 | 202 | 602 | 82 | 22 | 221 | 123 |
| Nuclear\tfuel\t(leased\tand\towned) | 137 | 152 | 74 | - | - | - | 133 |
| Property,\tplant,\tand\tequipment\t-\tnet | $4,314 | $3,302 | $4,422 | $1,983 | $444 | $2,030 | $1,843 |

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2007 | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tMillions) |  |  |  |
| Production |  |  |  |  |  |  |  |
| \t\tNuclear | $1,104 | $1,421 | $1,501 | $- | $- | $- | $1,626 |
| \t\tOther | 246 | 156 | 337 | 301 | 3 | 320 | - |
| Transmission | 713 | 351 | 466 | 452 | 21 | 529 | 7 |
| Distribution | 1,428 | 703 | 1,109 | 895 | 250 | 822 | - |
| Other | 191 | 166 | 295 | 194 | 166 | 103 | 15 |
| Construction\twork\tin\tprogress | 147 | 142 | 277 | 73 | 14 | 72 | 88 |
| Nuclear\tfuel\t(leased\tand\towned) | 144 | 122 | 45 | - | - | - | 89 |
| Property,\tplant,\tand\tequipment\t-\tnet | $3,973 | $3,061 | $4,030 | $1,915 | $454 | $1,846 | $1,825 |

Depreciation	rates	on	average	depreciable	property	for	the	Registrant	Subsidiaries	are	shown	below:

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2008 | 3.2% | 2.2% | 2.5% | 2.6% | 3.1% | 2.4% | 2.9% |
| 2007 | 3.2% | 2.2% | 2.5% | 2.5% | 3.0% | 2.4% | 2.8% |
| 2006 | 3.2% | 2.2% | 2.5% | 2.6% | 3.0% | 2.4% | 2.9% |

Non-utility	property	-	at	cost	(less	accumulated	depreciation)	for	Entergy	Gulf	States	Louisiana	is	reported	net	of	accumulated	depreciation	of $126.2	million	and	$123.7	million	as	of	December	31,	2008	and	2007,	respectively.	Non-utility	property	-	at	cost	(less	accumulated	depreciation) for	Entergy	Texas	is	reported	net	of	accumulated	depreciation	of	$9	million	and	$8.7	million	as	of	December	31,	2008	and	2007,	respectively.

Jointly-Owned	Generating	Stations

Certain	Entergy	subsidiaries	jointly	own	electric	generating	facilities	with	affiliates	or	third	parties.	The	investments	and	expenses	associated	with these	generating	stations	are	recorded	by	the	Entergy	subsidiaries	to	the	extent	of	their	respective	undivided	ownership	interests.	As	of	December 31,	2008,	the	subsidiaries'	investment	and	accumulated	depreciation	in	each	of	these	generating	stations	were	as	follows:

|  |  |  | Total |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Megawatt |  |  | Accumulated |
|  | Generating\tStations | Fuel-Type | Capability\t(1) | Ownership | Investment | Depreciation |
|  |  |  |  |  | (In\tMillions) |  |
| Utility\tbusiness: |  |  |  |  |  |  |
| Entergy\tArkansas\t- |  |  |  |  |  |  |
| \t\tIndependence | Unit\t1 | Coal | 836 | 31.50% | $121 | $88 |
|  | Common\tFacilities | Coal |  | 15.75% | $31 | $22 |
| White\tBluff | Units\t1\tand\t2 | Coal | 1,655 | 57.00% | $483 | $313 |
| Entergy\tGulf\tStates |  |  |  |  |  |  |
| Louisiana\t- |  |  |  |  |  |  |
| \t\tRoy\tS.\tNelson | Unit\t6 | Coal | 550 | 40.25% | $234 | $157 |
| \t\tBig\tCajun\t2 | Unit\t3 | Coal | 588 | 24.15% | $139 | $86 |
| Entergy\tMississippi\t- |  |  |  |  |  |  |
| \t\tIndependence | Units\t1\tand\t2\tand |  |  |  |  |  |
|  | Common\tFacilities | Coal | 1,678 | 25.00% | $243 | $128 |
| Entergy\tTexas\t- |  |  |  |  |  |  |
| \t\tRoy\tS.\tNelson | Unit\t6 | Coal | 550 | 29.75% | $173 | $114 |
| \t\tBig\tCajun\t2 | Unit\t3 | Coal | 588 | 17.85% | $102 | $62 |
| System\tEnergy\t- |  |  |  |  |  |  |
| \t\tGrand\tGulf | Unit\t1 | Nuclear | 1,265 | 90.00%(2) | $3,794 | $2,207 |
| Non-nuclear\twholesale |  |  |  |  |  |  |
| assets: |  |  |  |  |  |  |
| Independence | Unit\t2 | Coal | 842 | 14.37% | $73 | $37 |
|  | Common\tFacilities | Coal |  | 7.18% | $15 | $14 |
| Harrison\tCounty |  | Gas | 550 | 60.90% | $212 | $24 |

(1) "Total	 Megawatt	 Capability"	 is	 the	 dependable	 load	 carrying	 capability	 as	 demonstrated	 under actual	operating	conditions	based	on	the	primary	fuel	(assuming	no	curtailments)	that	each	station was	designed	to	utilize.

(2) Includes	an	11.5%	leasehold	interest	held	by	System	Energy.	System	Energy's	Grand	Gulf	lease obligations	are	discussed	in	Note	10	to	the	financial	statements.

# Nuclear	Refueling	Outage	Costs

Nuclear	refueling	outage	costs	are	deferred	during	the	outage	and	amortized	over	the	estimated	period	to	the	next	outage	because	these	refueling outage	expenses	are	incurred	to	prepare	the	units	to	operate	for	the	next	operating	cycle	without	having	to	be	taken	off	line.	Prior	to	2006,	River Bend's	costs	were	accrued	in	advance	of	the	outage	and	included	in	the	cost	of	service	used	to	establish	retail	rates.	Entergy	Gulf	States	Louisiana relieved	the	accrued	liability	when	it	incurred	costs	during	the	next	River	Bend	outage.	In	2006,	Entergy	Gulf	States	Louisiana	adopted	FSP	No. AUG	AIR-1,	"Accounting	for	Planned	Major	Maintenance	Activities,"	for	its	River	Bend	nuclear	refueling	outage	costs	and	now	accounts	for these	 costs	 in	 the	 same	 manner	 as	 Entergy's	 other	 subsidiaries.	Adoption	 of	 FSP	 No.	AUG	AIR-1	 resulted	 in	 an	 immaterial	 retrospective adjustment	to	Entergy's	and	Entergy	Gulf	States	Louisiana's	retained	earnings	balance.

# Allowance	for	Funds	Used	During	Construction	(AFUDC)

AFUDC	 represents	 the	 approximate	 net	 composite	 interest	 cost	 of	 borrowed	 funds	 and	 a	 reasonable	 return	 on	 the	 equity	 funds	 used	 for construction	by	the	Registrant	Subsidiaries.	AFUDC	increases	both	the	plant	balance	and	earnings	and	is	realized	in	cash	through	depreciation provisions	included	in	rates.

Entergy	Corporation	and	the	majority	of	its	subsidiaries	file	a	United	States	consolidated	federal	income	tax	return.	Income	taxes	are	allocated	to the	subsidiaries	in	proportion	to	their	contribution	to	consolidated	taxable	income.	In	accordance	with	SFAS	109,	"Accounting	for	Income	Taxes," deferred	income	taxes	are	recorded	for	all	temporary	differences	between	the	book	and	tax	basis	of	assets	and	liabilities,	and	for	certain	credits available	for	carryforward.	Entergy	Louisiana,	formed	December	31,	2005,	was	not	a	member	of	the	consolidated	group	in	2006	and	2007	and	filed a	separate	federal	income	tax	return.	Beginning	January	1,	2008,	Entergy	Louisiana	joined	the	Entergy	consolidated	federal	income	tax	return.

Deferred	tax	assets	are	reduced	by	a	valuation	allowance	when,	in	the	opinion	of	management,	it	is	more	likely	than	not	that	some	portion	of	the deferred	tax	assets	will	not	be	realized.	Deferred	tax	assets	and	liabilities	are	adjusted	for	the	effects	of	changes	in	tax	laws	and	rates	in	the	period in	which	the	tax	or	rate	was	enacted.

Investment	tax	credits	are	deferred	and	amortized	based	upon	the	average	useful	life	of	the	related	property,	in	accordance	with	ratemaking treatment.

# Earnings	per	Share

The	following	table	presents	Entergy's	basic	and	diluted	earnings	per	share	calculation	included	on	the	consolidated	statements	of	income:

# For	the	Years	Ended	December	31,

| Basic	earnings	per	share | Income | Shares | $/share | Income | Shares | $/share | Income | Share | $/share |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Income\tfrom\tcontinuing\noperations | $1,220.6 |  |  | $1,134.8 | 196.6 | $5.77 | $1,133.1 |  |  |
|  |  | 190.9 | $6.39 |  |  |  |  | 207.5 | $5.46 |
| Average\tdilutive\teffect\tof: |  |  |  |  |  |  |  |  |  |
| \t\t\tStock\toptions | - | 4.1 | (0.132) | - | 5.0 | (0.142) | - | 3.8 | (0.098) |
| \t\t\tEquity\tunits | 24.7 | 6.0 | (0.065) | - | 1.1 | (0.033) | - | - | - |
| \t\t\tDeferred\tunits |  | - | (0.001) | - | 0.1 | (0.003) | - | 0.2 | (0.005) |
| Diluted\tearnings\tper\tshare | $1,245.3 | 201.0 | $6.20 | $1,134.8 | 202.8 | $5.60 | $1,133.1 | 211.5 | $5.36 |
| \tBasic\tearnings\tper\tshare |  |  |  |  |  |  |  |  |  |
| Consolidated\tnet\tincome | $1,220.6 | 190.9 | $6.39 | $1,134.8 | 196.6 | $5.77 | $1,132.6 | 207.5 | $5.46 |
| Average\tdilutive\teffect\tof: |  |  |  |  |  |  |  |  |  |
| \t\t\tStock\tOptions | - | 4.1 | (0.132) | - | 5.0 | (0.142) | - | 3.8 | (0.098) |
| \t\t\tEquity\tUnits | 24.7 | 6.0 | (0.065) | - | 1.1 | (0.033) | - | - | - |
| \t\t\tDeferred\tUnits |  | - | (0.001) | - | 0.1 | (0.003) | - | 0.2 | (0.005) |
| Diluted\tearnings\tper\tshare | $1,245.3 | 201.0 | $6.20 | $1,134.8 | 202.8 | $5.60 | $1,132.6 | 211.5 | $5.36 |

The	calculation	of	diluted	earnings	per	share	excluded	3,326,835	options	outstanding	at	December	31,	2008	that	could	potentially	dilute	basic earnings	per	share	in	the	future.	Those	options	were	not	included	in	the	calculation	of	diluted	earnings	per	share	because	the	exercise	price	of	those options	exceeded	the	average	market	price	for	the	year.	All	options	to	purchase	common	stock	shares	in	2007	and	2006	were	included	in	the computation	of	diluted	earnings	per	share	because	the	common	share	average	market	price	at	the	end	of	2007	and	2006	was	greater	than	the exercise	prices	of	all	of	the	options	outstanding.

Entergy	had	10,000,000	equity	units	outstanding	as	of	December	31,	2008,	that	obligated	the	holders	to	purchase	a	certain	number	of	shares	of Entergy	common	stock	for	a	stated	price	no	later	than	February	17,	2009.	Under	the	terms	of	the	purchase	contracts,	Entergy	attempted	to	remarket the	notes	payable	associated	with	the	equity	units	in	February	2009	but	was	unsuccessful,	the	note	holders	put	the	notes	to	Entergy,	Entergy	retired the	notes,	and	Entergy	issued	6,598,000	shares	of	common	stock	in	the	settlement	of	the	purchase	contracts.	The	equity	units	were	not	included	in the	calculation	of	diluted	earnings	per	share	at	December	31,	2006,	because	Entergy's	average	stock	price	for	the	year	was	less	than	the	threshold appreciation	price	of	the	equity	units.

# Stock-based	Compensation	Plans

Entergy	grants	stock	options	to	key	employees	of	the	Entergy	subsidiaries,	which	is	described	more	fully	in	Note	12	to	the	financial	statements. Effective	January	1,	2003,	Entergy	prospectively	adopted	the	fair	value	based	method	of	accounting	for	stock	options	prescribed	by	SFAS	123, "Accounting	for	Stock-Based	Compensation."	Awards	under	Entergy's	plans	generally	vest	over	three	years.	Stock-based	compensation	expense included	in	consolidated	net	income,	net	of	related	tax	effects,	for	2008	is	$10.7	million,	for	2007	is	$8.9	million,	and	for	2006	is	$6.8	million	for Entergy's	stock	options	granted.

# Application	of	SFAS	71

Entergy's	Utility	operating	companies	and	System	Energy	currently	account	for	the	effects	of	regulation	pursuant	to	SFAS	71,	"Accounting	for	the Effects	of	Certain	Types	of	Regulation."	This	statement	applies	to	the	financial	statements	of	a	rate-regulated	enterprise	that	meets	three	criteria. The	enterprise	must	have	rates	that	(i)	are	approved	by	a	body	empowered	to	set	rates	that	bind	customers	(its	regulator);	(ii)	are	cost-based;	and (iii)	can	be	charged	to	and	collected	from	customers.	These	criteria	may	also	be	applied	to	separable	portions	of	a	utility's	business,	such	as	the generation	 or	 transmission	 functions,	 or	 to	 specific	 classes	 of	 customers.	If	an	enterprise	meets	 these	criteria,	 it	capitalizes	costs	 that	would otherwise	be	charged	to	expense	if	the	rate	actions	of	its	regulator	make	it	probable	that	those	costs	will	be	recovered	in	future	revenue.	Such capitalized	costs	are	reflected	as	regulatory	assets	in	 the	accompanying	financial	statements.	SFAS	71	requires	that	rate-regulated	enterprises continue	to	assess	the	probability	of	recovering	their	regulatory	assets.	When	an	enterprise	concludes	that	recovery	of	a	regulatory	asset	is	no	longer probable,	the	regulatory	asset	must	be	removed	from	the	entity's	balance	sheet.

SFAS	101,	"Accounting	for	the	Discontinuation	of	Application	of	FASB	Statement	No.	71,"	specifies	how	an	enterprise	that	ceases	to	meet	the criteria	for	application	of	SFAS	71	for	all	or	part	of	its	operations	should	report	that	event	in	its	financial	statements.	In	general,	SFAS	101	requires that	the	enterprise	report	the	discontinuation	of	the	application	of	SFAS	71	by	eliminating	from	its	balance	sheet	all	regulatory	assets	and	liabilities related	to	the	applicable	operations.	Additionally,	if	it	is	determined	that	a	regulated	enterprise	is	no	longer	recovering	all	of	its	costs	and	therefore no	longer	qualifies	for	SFAS	71	accounting,	it	is	possible	that	an	impairment	may	exist	that	could	require	further	write-offs	of	plant	assets.

EITF	97-4:	"Deregulation	of	the	Pricing	of	Electricity	-	Issues	Related	to	the	Application	of	FASB	Statements	No.	71	and	101"	specifies	that	SFAS 71	should	be	discontinued	at	a	date	no	later	than	when	the	effects	of	a	transition	to	competition	plan	for	all	or	a	portion	of	the	entity	subject	to	such plan	are	reasonably	determinable.	Additionally,	EITF	97-4	promulgates	that	regulatory	assets	to	be	recovered	through	cash	flows	derived	from another	portion	of	the	entity	that	continues	to	apply	SFAS	71	should	not	be	written	off;	rather,	they	should	be	considered	regulatory	assets	of	the portion	of	the	entity	that	will	continue	to	apply	SFAS	71.

During	2005	and	2006,	Entergy	filed	notices	with	the	FERC	to	withdraw	its	market-based	rate	authority	for	wholesale	transactions	in	the	Entergy control	area	and	submitted	new	cost-based	rates	to	the	FERC	for	approval.	During	the	second	quarter	2006,	the	FERC	issued	an	order	accepting	the cost-based	rates	filed	by	Entergy.	Prior	to	this	FERC	decision,	Entergy	Gulf	States,	Inc.	did	not	apply	regulatory	accounting	principles	to	its wholesale	 jurisdiction.	The	FERC	decision	in	the	second	quarter	2006	resulted	in	Entergy	Gulf	States,	Inc.	meeting	the	three	SFAS	71	criteria discussed	above	for	its	wholesale	jurisdiction	and,	therefore,	Entergy	Gulf	States,	Inc.	reinstated	the	application	of	regulatory	accounting	principles to	its	wholesale	business.	Reinstatement	of	regulatory	accounting	principles	resulted	in	a	credit	to	miscellaneous	income	in	2006	of	approximately $4.5	million	for	Entergy	Gulf	States	Louisiana	and	$3.3	million	for	Entergy	Texas.

See	Note	2	to	the	financial	statements	for	discussion	of	transition	to	competition	activity	in	the	retail	regulatory	jurisdictions	served	by	Entergy's Utility	operating	companies.

# Cash	and	Cash	Equivalents

Entergy	considers	all	unrestricted	highly	liquid	debt	instruments	with	an	original	or	remaining	maturity	of	three	months	or	less	at	date	of	purchase to	be	cash	equivalents.

# Investments

Entergy	applies	the	provisions	of	SFAS	115,	"Accounting	for	Investments	for	Certain	Debt	and	Equity	Securities,"	in	accounting	for	investments	in decommissioning	trust	funds.	As	a	result,	Entergy	records	the	decommissioning	trust	funds	on	the	balance	sheet	at	their	fair	value.	Because	of	the ability	 of	 the	 Registrant	 Subsidiaries	 to	 recover	 decommissioning	 costs	 in	 rates	 and	 in	 accordance	 with	 the	 regulatory	 treatment	 for decommissioning	trust	funds,	the	Registrant	Subsidiaries	have	recorded	an	offsetting	amount	of	unrealized	gains/(losses)	on	investment	securities in	other	regulatory	liabilities/assets.	For	the	nonregulated	portion	of	River	Bend,	Entergy	Gulf	States	Louisiana	has	recorded	an	offsetting	amount of	unrealized	gains/(losses)	in	other	deferred	credits.	Decommissioning	trust	funds	for	Pilgrim,	Indian	Point	2,	Vermont	Yankee,	and	Palisades	do not	receive	regulatory	treatment.	Accordingly,	unrealized	gains	recorded	on	the	assets	in	these	trust	funds	are	recognized	in	the	accumulated	other comprehensive	income	component	of	shareholders'	equity	because	these	assets	are	classified	as	available	for	sale.	Unrealized	losses	(where	cost exceeds	fair	market	value)	on	the	assets	in	these	trust	funds	are	also	recorded	in	the	accumulated	other	comprehensive	income	component	of shareholders'	 equity	 unless	 the	 unrealized	 loss	 is	 other	 than	 temporary	 and	 therefore	 recorded	 in	 earnings.	The	 assessment	 of	 whether	 an investment	has	suffered	an	other	than	temporary	impairment	is	based	on	a	number	of	factors	including,	first,	whether	Entergy	has	the	ability	and intent	to	hold	the	investment	to	recover	its	value,	the	duration	and	severity	of	any	losses,	and,	then,	whether	it	is	expected	that	the	investment	will recover	its	value	within	a	reasonable	period	of	time.	See	Note	17	to	the	financial	statements	for	details	on	the	decommissioning	trust	funds	and	the other	than	temporary	impairments	recorded	in	2008.

# Equity	Method	Investees

Entergy	owns	investments	that	are	accounted	for	under	the	equity	method	of	accounting	because	Entergy's	ownership	level	results	in	significant influence,	but	not	control,	over	the	investee	and	its	operations.	Entergy	records	its	share	of	earnings	or	losses	of	the	investee	based	on	the	change during	the	period	in	the	estimated	liquidation	value	of	the	investment,	assuming	that	the	investee's	assets	were	to	be	liquidated	at	book	value.	In accordance	with	this	method,	earnings	are	allocated	to	owners	or	members	based	on	what	each	partner	would	receive	from	its	capital	account	if, hypothetically,	 liquidation	 were	 to	 occur	 at	 the	 balance	 sheet	 date	 and	 amounts	 distributed	 were	 based	 on	 recorded	 book	 values.	Entergy discontinues	the	recognition	of	losses	on	equity	investments	when	its	share	of	losses	equals	or	exceeds	its	carrying	amount	for	an	investee	plus	any advances	 made	 or	 commitments	 to	 provide	 additional	 financial	 support.	See	 Note	 14	 to	 the	 financial	 statements	 for	 additional	 information regarding	Entergy's	equity	method	investments.

# Derivative	Financial	Instruments	and	Commodity	Derivatives

SFAS	133,	"Accounting	for	Derivative	Instruments	and	Hedging	Activities,"	requires	that	all	derivatives	be	recognized	in	the	balance	sheet,	either as	assets	or	liabilities,	at	fair	value,	unless	they	meet	the	normal	purchase,	normal	sales	criteria.	The	changes	in	the	fair	value	of	recognized derivatives	are	recorded	each	period	in	current	earnings	or	other	comprehensive	income,	depending	on	whether	a	derivative	is	designated	as	part	of a	hedge	transaction	and	the	type	of	hedge	transaction.

Contracts	for	commodities	that	will	be	delivered	in	quantities	expected	to	be	used	or	sold	in	the	ordinary	course	of	business,	including	certain purchases	and	sales	of	power	and	fuel,	are	not	classified	as	derivatives.	These	contracts	are	exempted	under	the	normal	purchase,	normal	sales criteria	of	SFAS	133.	Revenues	and	expenses	from	these	contracts	are	reported	on	a	gross	basis	in	the	appropriate	revenue	and	expense	categories as	the	commodities	are	received	or	delivered.

For	other	contracts	for	commodities	in	which	Entergy	is	hedging	the	variability	of	cash	flows	related	to	a	variable-rate	asset,	liability,	or	forecasted transactions	that	qualify	as	cash	flow	hedges,	the	changes	in	the	fair	value	of	such	derivative	instruments	are	reported	in	other	comprehensive income.	To	qualify	for	hedge	accounting,	the	relationship	between	the	hedging	instrument	and	the	hedged	item	must	be

documented	to	include	the	risk	management	objective	and	strategy	and,	at	inception	and	on	an	ongoing	basis,	the	effectiveness	of	the	hedge	in offsetting	the	changes	in	the	cash	flows	of	the	item	being	hedged.	Gains	or	losses	accumulated	in	other	comprehensive	income	are	reclassified	as earnings	in	the	periods	in	which	earnings	are	affected	by	the	variability	of	the	cash	flows	of	the	hedged	item.	The	ineffective	portions	of	all	hedges are	recognized	in	current-period	earnings.

Entergy	has	determined	that	contracts	to	purchase	uranium	do	not	meet	the	definition	of	a	derivative	under	SFAS	133	because	they	do	not	provide for	net	settlement	and	the	uranium	markets	are	not	sufficiently	liquid	to	conclude	that	forward	contracts	are	readily	convertible	to	cash.	If	the uranium	 markets	 do	 become	 sufficiently	 liquid	 in	 the	 future	 and	 Entergy	 begins	 to	 account	 for	 uranium	 purchase	 contracts	 as	 derivative instruments,	the	fair	value	of	these	contracts	would	be	accounted	for	consistent	with	Entergy's	other	derivative	instruments.

# Fair	Values

The	estimated	fair	values	of	Entergy's	financial	instruments	and	derivatives	are	determined	using	bid	prices	and	market	quotes.	Considerable judgment	is	required	in	developing	the	estimates	of	fair	value.	Therefore,	estimates	are	not	necessarily	indicative	of	the	amounts	that	Entergy	could realize	in	a	current	market	exchange.	Gains	or	losses	realized	on	financial	instruments	held	by	regulated	businesses	may	be	reflected	in	future	rates and	therefore	do	not	accrue	to	the	benefit	or	detriment	of	stockholders.	Entergy	considers	the	carrying	amounts	of	most	financial	instruments classified	as	current	assets	and	liabilities	to	be	a	reasonable	estimate	of	their	fair	value	because	of	the	short	maturity	of	these	instruments.	Effective January 1, 2008,	 Entergy	 and	 the	 Registrant	 Subsidiaries	 adopted	 Statement	 of	 Financial	 Accounting	 Standards	 No. 157, "Fair	 Value Measurements"	(SFAS	157),	which	defines	fair	value,	establishes	a	framework	for	measuring	fair	value	in	GAAP,	and	expands	disclosures	about fair	value	measurements.	SFAS	157	generally	does	not	require	any	new	fair	value	measurements.	However,	in	some	cases,	the	application	of	SFAS

157	in	the	future	may	change	Entergy's	and	the	Registrant	Subsidiaries'	practice	for	measuring	and	disclosing	fair	values	under	other	accounting pronouncements	that	require	or	permit	fair	value	measurements.	See	Note	16	to	the	financial	statements	for	a	discussion	of	the	implementation	of SFAS	157.

# Impairment	of	Long-Lived	Assets

Entergy	periodically	reviews	long-lived	assets	held	in	all	of	its	business	segments	whenever	events	or	changes	in	circumstances	indicate	that recoverability	of	these	assets	is	uncertain.	Generally,	the	determination	of	recoverability	is	based	on	the	undiscounted	net	cash	flows	expected	to result	from	such	operations	and	assets.	Projected	net	cash	flows	depend	on	the	future	operating	costs	associated	with	the	assets,	the	efficiency	and availability	of	the	assets	and	generating	units,	and	the	future	market	and	price	for	energy	over	the	remaining	life	of	the	assets.

# River	Bend	AFUDC

The	River	Bend	AFUDC	gross-up	is	a	regulatory	asset	that	represents	the	incremental	difference	imputed	by	the	LPSC	between	the	AFUDC actually	recorded	by	Entergy	Gulf	States	Louisiana	on	a	net-of-tax	basis	during	the	construction	of	River	Bend	and	what	the	AFUDC	would	have been	on	a	pre-tax	basis.	The	imputed	amount	was	only	calculated	on	that	portion	of	River	Bend	that	the	LPSC	allowed	in	rate	base	and	is	being amortized	through	August	2025.

# Reacquired	Debt

The	premiums	and	costs	associated	with	reacquired	debt	of	Entergy's	Utility	operating	companies	and	System	Energy	(except	that	portion	allocable to	the	deregulated	operations	of	Entergy	Gulf	States	Louisiana)	are	included	in	regulatory	assets	and	are	being	amortized	over	the	life	of	the	related new	issuances,	in	accordance	with	ratemaking	treatment.

# Taxes	Imposed	on	Revenue-Producing	Transactions

Governmental	authorities	assess	taxes	that	are	both	imposed	on	and	concurrent	with	a	specific	revenue-producing	transaction	between	a	seller	and	a customer,	including,	but	not	limited	to,	sales,	use,	value	added,	and	some	excise	taxes.	Entergy	presents	these	taxes	on	a	net	basis,	excluding	them from	revenues,	unless	required	to	report	them	differently	by	a	regulatory	authority.

# Entergy	Gulf	States	Louisiana	and	Entergy	Texas	Basis	of	Presentation

Effective	December	31,	2007,	Entergy	Gulf	States,	Inc.	completed	a	jurisdictional	separation	into	two	vertically	integrated	utility	companies,	one operating	under	the	sole	retail	jurisdiction	of	the	PUCT,	Entergy	Texas,	and	the	other	operating	under	the	sole	retail	jurisdiction	of	the	LPSC, Entergy	Gulf	States	Louisiana.	Entergy	Texas	now	owns	all	Entergy	Gulf	States,	Inc.	distribution	and	transmission	assets	located	in	Texas,	the	gas- fired	generating	plants	located	in	Texas,	undivided	42.5%	ownership	shares	of	Entergy	Gulf	States,	Inc.'s	70%	ownership	interest	in	Nelson	6	and 42%	ownership	interest	in	Big	Cajun	2,	Unit	3,	which	are	coal-fired	generating	plants	located	in	Louisiana,	and	other	assets	and	contract	rights	to the	extent	related	to	utility	operations	in	Texas.	Entergy	Gulf	States	Louisiana	now	owns	all	of	the	remaining	assets	that	were	owned	by	Entergy Gulf	States,	Inc.	 	On	a	book	value	basis,	approximately	58.1%	of	the	Entergy	Gulf	States,	Inc.	assets	were	allocated	to	Entergy	Gulf	States Louisiana	and	approximately	41.9%	were	allocated	to	Entergy	Texas.

Because	the	jurisdictional	separation	was	a	transaction	involving	entities	under	common	control,	Entergy	Texas	recognized	the	assets	and	liabilities allocated	to	it	at	their	carrying	amounts	in	the	accounts	of	Entergy	Gulf	States,	Inc.	at	the	time	of	the	jurisdictional	separation.	Entergy

Texas'	financial	statements	report	results	of	operations	for	2007	as	though	the	jurisdictional	separation	had	occurred	at	the	beginning	of	2007,	and presents	its	2007	balance	sheet	and	other	financial	information	as	of	the	beginning	of	2007	as	though	the	assets	and	liabilities	had	been	allocated	at that	date.		Financial	statements	and	financial	information	presented	for	prior	periods	have	also	been	presented	on	that	basis	to	furnish	comparative

# information.

As	the	successor	to	Entergy	Gulf	States,	Inc.	for	financial	reporting	purposes,	Entergy	Gulf	States	Louisiana's	income	statement	and	cash	flow statement	for	the	year	ended	December	31,	2008,	reflect	the	effects	of	the	separation	of	the	Texas	business.	Entergy	Gulf	States	Louisiana's	income statement	and	cash	flow	statement	for	the	years	ended	December	31,	2006	and	2007,	include	the	operations	of	Entergy	Texas.	Entergy	Gulf	States Louisiana's	balance	sheets	as	of	December	31,	2008	and	2007	reflect	the	effects	of	the	separation	of	the	Texas	business.

# Entergy	Gulf	States	Louisiana's	Deregulated	Operations	(Entergy	Gulf	States	Louisiana)

Entergy	Gulf	States	Louisiana	does	not	apply	regulatory	accounting	principles	to	the	Louisiana	retail	deregulated	portion	of	River	Bend,	the	30% interest	in	River	Bend	formerly	owned	by	Cajun,	and	its	steam	business.	The	Louisiana	retail	deregulated	portion	of	River	Bend	is	operated	under	a deregulated	asset	plan	representing	a	portion	(approximately	15%)	of	River	Bend	plant	costs,	generation,	revenues,	and	expenses	established	under a	1992	LPSC	order.	The	plan	allows	Entergy	Gulf	States	Louisiana	to	sell	the	electricity	from	the	deregulated	assets	to	Louisiana	retail	customers at	4.6	cents	per	kWh	or	off-system	at	higher	prices,	with	certain	provisions	for	sharing	such	incremental	revenue	above	4.6	cents	per	kWh	between ratepayers	and	shareholders.

The	results	of	these	deregulated	operations	before	interest	charges	for	the	years	ended	December	31,	2008,	2007,	and	2006	are	as	follows:

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Operating\trevenues | $156,673 | $160,478 | $145,858 |
| Operating\texpenses |  |  |  |
| \t\tFuel,\toperation,\tand\tmaintenance | 108,755 | 114,266 | 104,260 |
| \t\tDepreciation\tand\taccretion | 21,555 | 20,834 | 20,265 |
| Total\toperating\texpense | 130,310 | 135,100 | 124,525 |
| Operating\tincome | 26,363 | 25,378 | 21,333 |
| Income\ttax\texpense | 10,712 | 10,260 | 8,463 |
| Net\tincome\tfrom\tderegulated\tutility\toperations | $15,651 | $15,118 | $12,870 |

The	net	investment	associated	with	these	deregulated	operations	as	of	December	31,	2008	and	2007	was	approximately	$564	and	$547	million, respectively.

# NOTE	 2.	RATE	AND	REGULATORY	MATTERS	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy)

# Regulatory	Assets

In	September	2008,	Hurricane	Gustav	and	Hurricane	Ike	caused	catastrophic	damage	to	portions	of	Entergy's	service	territories	in	Louisiana	and Texas,	and	to	a	lesser	extent	in	Arkansas	and	Mississippi.	Entergy	has	recorded	the	estimated	costs	incurred,	including	payments	already	made,	that were	necessary	to	return	customers	to	service.	Entergy	has	recorded	approximately	$746	million	against	its	storm	damage

provisions	or	as	regulatory	assets	(including	$117	million	for	Entergy	Gulf	States	Louisiana,	$236	million	for	Entergy	Louisiana,	$16	million	for Entergy	Mississippi,	$18	million	for	Entergy	New	Orleans,	and	$358	million	for	Entergy	Texas)	and	approximately	$484	million	in	construction expenditures	(including	$14	million	for	Entergy	Arkansas,	$118	million	for	Entergy	Gulf	States	Louisiana,	$153	million	for	Entergy	Louisiana,	$6 million	for	Entergy	Mississippi,	$14	million	for	Entergy	New	Orleans,	and	$179	million	for	Entergy	Texas).	Entergy	recorded	the	regulatory	assets in	accordance	with	its	accounting	policies	and	based	on	the	historic	treatment	of	such	costs	in	its	service	territories	(except	for	Entergy	Arkansas because	 it	discontinued	regulatory	storm	reserve	accounting	 in	July	2007	as	a	result	of	an	APSC	order),	because	management	believes	 that recovery	through	some	form	of	regulatory	mechanism	is	probable.	Because	Entergy	has	not	gone	through	the	regulatory	process	regarding	these storm	costs,	however,	there	is	an	element	of	risk,	and	Entergy	is	unable	to	predict	with	certainty	the	degree	of	success	it	may	have	in	its	recovery initiatives,	the	amount	of	restoration	costs	that	it	may	ultimately	recover,	or	the	timing	of	such	recovery.

# Other	Regulatory	Assets

The	Utility	business	is	subject	to	the	provisions	of	SFAS	71,	"Accounting	for	the	Effects	of	Certain	Types	of	Regulation."	Regulatory	assets represent	probable	future	revenues	associated	with	certain	costs	that	are	expected	to	be	recovered	from	customers	through	the	ratemaking	process. In	addition	to	the	regulatory	assets	that	are	specifically	disclosed	on	the	face	of	the	balance	sheets,	the	table	below	provides	detail	of	"Other regulatory	assets"	that	are	included	on	Entergy's	and	the	Registrant	Subsidiaries'	balance	sheets	as	of	December	31,	2008	and	2007:

Entergy

| (Note	9)	(b) | $371.2 | $334.9 |
| :--- | :--- | :--- |
| Deferred\tcapacity\t-\trecovery\ttiming\twill\tbe\tdetermined\tby\tthe\tLPSC\tin |  |  |
| \t\tthe\tformula\trate\tplan\tfilings\t(Note\t2\t-\tRetail\tRate\tProceedings\t-\tFilings\twith\tthe\tLPSC) | 48.4 | 86.4 |
| Deferred\tfuel\t-\tnon-current\t-\trecovered\tthrough\trate\triders\twhen\trates\tare\tredetermined |  |  |
| \t\tperiodically\t(Note\t2\t-\tFuel\tand\tpurchased\tpower\tcost\trecovery) | 20.7 | 32.8 |
| Gas\thedging\tcosts\t-\trecovered\tthrough\tfuel\trates | 66.8 | 9.7 |

| Benefits,	and	Non-Qualified	Pension	Plans)	(b) | 1,468.6 | 675.1 |
| :--- | :--- | :--- |
| Postretirement\tbenefits\t-\trecovered\tthrough\t2012\t(Note\t11\t-\tOther\tPostretirement\tBenefits) |  |  |
| \t\t(b) | 9.6 | 12.0 |
| Provision\tfor\tstorm\tdamages,\tincluding\thurricane\tcosts\t-\trecovered\tthrough\tsecuritization, |  |  |
| \t\tinsurance\tproceeds,\tand\tretail\trates\t(Note\t2\t-\tHurricane\tGustav\tand\tHurricane\tIke\tand\tStorm |  |  |
| \t\tCost\tRecovery\tFilings\twith\tRetail\tRegulators)\t(c) | 1,163.4 | 1,339.8 |
| Removal\tcosts\t-\trecovered\tthrough\tdepreciation\trates\t(Note\t9)\t(b) | 63.9 | - |
| River\tBend\tAFUDC\t-\trecovered\tthrough\tAugust\t2025\t(Note\t1\t-\tRiver\tBend\tAFUDC) | 29.9 | 31.8 |
| Sale-leaseback\tdeferral\t-\trecovered\tthrough\tJune\t2014\t(Note\t10\t-\tSale\tand\tLeaseback |  |  |
| \t\tTransactions\t-\tGrand\tGulf\tLease\tObligations)\t(c) | 91.0 | 103.9 |
| Spindletop\tgas\tstorage\tfacility\t-\trecovered\tthrough\tDecember\t2032 | 35.8 | 37.4 |
| Transition\tto\tcompetition\t-\trecovered\tthrough\tFebruary\t2021\t(Note\t2\t-\tRetail\tRate |  |  |
| \t\tProceedings\t-\tFilings\twith\tthe\tPUCT\tand\tTexas\tCities) | 107.6 | 112.9 |
| Unamortized\tloss\ton\treacquired\tdebt\t-\trecovered\tover\tterm\tof\tdebt | 124.0 | 137.1 |
| Other | 14.2 | 57.6 |
| Total | $3,615.1 | $2,971.4 |

# Entergy	Arkansas

| (Note	9)	(b) | $164.9 | $144.6 |
| :--- | :--- | :--- |
| Removal\tcosts\t-\trecovered\tthrough\tdepreciation\trates\t(Note\t9)\t(b) | 5.9 | 23.0 |
| Incremental\tice\tstorm\tcosts\t-\trecovered\tthrough\t2032\t(c) | 12.1 | 12.6 |
| Pension\t&amp;\tpostretirement\tcosts\t(Note\t11\t-\tQualified\tPension\tPlans,\tOther\tPostretirement |  |  |
| \t\tBenefits,\tand\tNon-Qualified\tPension\tPlans)\t(b) | 441.6 | 240.0 |
| Deferred\tfuel\t-\tnon-current\t-\trecovered\tthrough\trate\triders\twhen\trates\tare\tredetermined |  |  |
| \t\tperiodically\t(Note\t2\t-\tFuel\tand\tpurchased\tpower\tcost\trecovery) | 11.4 | 13.6 |
| Postretirement\tbenefits\t-\trecovered\tthrough\t2012\t(Note\t11\t-\tOther\tPostretirement\tBenefits) |  |  |
| \t\t(b) | 9.6 | 12.0 |
| Provision\tfor\tstorm\tdamages | - | 51.4 |
| Unamortized\tloss\ton\treacquired\tdebt\t-\trecovered\tover\tterm\tof\tdebt | 32.3 | 35.3 |
| Other | 11.2 | 2.4 |
| Entergy\tArkansas\tTotal | $689.0 | $534.9 |

# Entergy	Gulf	States	Louisiana

| (Note	9)	(b) | $15.0 | $11.9 |
| :--- | :--- | :--- |
| Gas\thedging\tcosts\t-\trecovered\tthrough\tfuel\trates | 20.2 | 3.5 |
| Pension\t&amp;\tpostretirement\tcosts\t(Note\t11\t-\tQualified\tPension\tPlans\tand\tNon-Qualified |  |  |
| \t\tPension\tPlans)\t(b) | 121.2 | 19.4 |
| Provision\tfor\tstorm\tdamages,\tincluding\thurricane\tcosts\t-\trecovered\tthrough\tsecuritization, |  |  |
| \t\tinsurance\tproceeds,\tand\tretail\trates\t(Note\t2\t-\tHurricane\tGustav\tand\tHurricane\tIke\tand\tStorm |  |  |
| \t\tCost\tRecovery\tFilings\twith\tRetail\tRegulators) | 32.3 | 202.7 |
| Deferred\tcapacity\t-\trecovery\ttiming\twill\tbe\tdetermined\tby\tthe\tLPSC\tin\tthe\tformula\trate |  |  |
| \t\tplan\tfilings\t(Note\t2\t-\tRetail\tRate\tProceedings\t-\tFilings\twith\tthe\tLPSC) | 13.6 | 6.9 |
| River\tBend\tAFUDC\t-\trecovered\tthrough\tAugust\t2025\t(Note\t1\t-\tRiver\tBend\tAFUDC) | 29.9 | 31.8 |
| Spindletop\tgas\tstorage\tfacility\t-\trecovered\tthrough\tDecember\t2032\t(a) | 35.8 | 37.4 |
| Unamortized\tloss\ton\treacquired\tdebt\t-\trecovered\tover\tterm\tof\tdebt | 15.2 | 15.5 |
| Other | 4.7 | 6.8 |
| Entergy\tGulf\tStates\tLouisiana\tTotal | $287.9 | $335.9 |

# Entergy	Louisiana

| (Note	9)	(b) | $86.2 | $74.4 |
| :--- | :--- | :--- |
| FRP\tdeferral\t-\trecovery\tto\tbe\tdetermined\tin\tFRP\tproceeding\t(c) | 17.5 | 3.9 |
| Gas\thedging\tcosts\t-\trecovered\tthrough\tfuel\trates | 26.7 | 2.7 |
| Pension\t&amp;\tpostretirement\tcosts\t(Note\t11\t-\tQualified\tPension\tPlans\tand\tNon-Qualified |  |  |
| \t\tPension\tPlans)\t(b) | 196.8 | 69.2 |
| Provision\tfor\tstorm\tdamages,\tincluding\thurricane\tcosts\t-\trecovered\tthrough\tsecuritization, |  |  |
| \t\tinsurance\tproceeds,\tand\tretail\trates\t(Note\t2\t-\tHurricane\tGustav\tand\tHurricane\tIke\tand\tStorm |  |  |
| \t\tCost\tRecovery\tFilings\twith\tRetail\tRegulators) | 80.4 | 549.3 |
| Deferred\tcapacity\t-\trecovery\ttiming\twill\tbe\tdetermined\tby\tthe\tLPSC\tin\tthe\tformula\trate |  |  |
| \t\tplan\tfilings\t(Note\t2\t-\tRetail\tRate\tProceedings\t-\tFilings\twith\tthe\tLPSC) | 32.3 | 79.5 |
| Sale-leaseback\tdeferral\t-\trecovered\tthrough\tDecember\t2044\t(Note\t10\t-\tSale\tand\tLeaseback | 31.8 | 23.1 |
| \t\tTransactions\t-\tWaterford\t3\tLease\tObligations\t) |  |  |
| Unamortized\tloss\ton\treacquired\tdebt\t-\trecovered\tover\tterm\tof\tdebt | 21.7 | 23.2 |
| Other | 21.7 | 7.1 |
| Entergy\tLouisiana\tTotal | $515.1 | $832.4 |

# Entergy	Mississippi

| (Note	9)	(b) | $4.5 | $4.2 |
| :--- | :--- | :--- |
| Removal\tcosts\t-\trecovered\tthrough\tdepreciation\trates\t(Note\t9)\t(b) | 40.0 | 35.7 |
| Deferred\tfuel\t-\tnon-current\t-\trecovered\tthrough\trate\triders\twhen\trates\tare\tredetermined |  |  |
| \t\tperiodically\t(Note\t2\t-\tFuel\tand\tpurchased\tpower\tcost\trecovery) | 9.3 | 19.1 |
| Gas\thedging\tcosts\t-\trecovered\tthrough\tfuel\trates | 15.6 | 2.3 |
| Pension\t&amp;\tpostretirement\tcosts\t(Note\t11\t-\tQualified\tPension\tPlans,\tOther\tPostretirement |  |  |
| \t\tBenefits,\tand\tNon-Qualified\tPension\tPlans)\t(b) | 136.3 | 67.5 |
| Provision\tfor\tstorm\tdamages\t-\trecovered\tthrough\tcost\tof\tservice\t(c) | 9.3 | - |
| Unamortized\tloss\ton\treacquired\tdebt\t-\trecovered\tover\tterm\tof\tdebt | 11.3 | 12.1 |
| Other | 0.6 | 0.8 |
| Entergy\tMississippi\tTotal | $226.9 | $141.7 |

# Entergy	New	Orleans

| (Note	9)	(b) | $2.8 | $2.6 |
| :--- | :--- | :--- |
| Removal\tcosts\t-\trecovered\tthrough\tdepreciation\trates\t(Note\t9)\t(b) | 15.4 | 1.5 |
| Deferred\tdistribution\texpenses\t-\trecovered\tthrough\tDecember\t2008 | - | 1.2 |
| Deferred\tfossil\tplant\tmaintenance\texpenses\t-\trecovered\tthrough\tDecember\t2008 | - | 1.2 |
| Gas\thedging\tcosts\t-\trecovered\tthrough\tfuel\trates | 4.3 | 1.2 |
| Pension\t&amp;\tpostretirement\tcosts\t(Note\t11\t-\tQualified\tPension\tPlans,\tOther\tPostretirement |  |  |
| \t\tBenefits,\tand\tNon-Qualified\tPension\tPlans)\t(b) | 82.5 | 48.3 |
| Provision\tfor\tstorm\tdamages,\tincluding\thurricane\tcosts\t-\trecovered\tthrough\tCDBG |  |  |
| \t\tfunds,\tinsurance\tproceeds,\tand\tretail\trates\t(Note\t2\t-\tHurricane\tGustav\tand\tHurricane\tIke |  |  |
| \t\tand\tStorm\tCost\tRecovery\tFilings\twith\tRetail\tRegulators)\t(c) | 99.3 | 81.4 |
| Unamortized\tloss\ton\treacquired\tdebt\t-\trecovered\tover\tterm\tof\tdebt | 3.2 | 3.6 |
| Other | 1.0 | 2.7 |
| Entergy\tNew\tOrleans\tTotal | $208.5 | $143.7 |

# Entergy	Texas

| (Note	9)	(b) | $1.7 | $1.8 |
| :--- | :--- | :--- |
| Removal\tcosts\t-\trecovered\tthrough\tdepreciation\trates\t(Note\t9)\t(b) | 34.7 | - |
| Pension\t&amp;\tpostretirement\tcosts\t(Note\t11\t-\tQualified\tPension\tPlans,\tOther\tPostretirement |  |  |
| \t\tBenefits,\tand\tNon-Qualified\tPension\tPlans)\t(b) | 149.2 | 49.0 |
| Provision\tfor\tstorm\tdamages,\tincluding\thurricane\tcosts\t-\trecovered\tthrough\tsecuritization, |  |  |
| \t\tinsurance\tproceeds,\tand\tretail\trates\t(Note\t2\t-\tHurricane\tGustav\tand\tHurricane\tIke\tand\tStorm |  |  |
| \t\tCost\tRecovery\tFilings\twith\tRetail\tRegulators)\t(c) | 811.1 | 465.2 |
| Transition\tto\tcompetition\t-\trecovered\tthrough\tFebruary\t2021\t(Note\t2\t-\tRetail\tRate |  |  |
| \t\tProceedings\t-\tFilings\twith\tthe\tPUCT\tand\tTexas\tCities) | 107.6 | 112.9 |
| Unamortized\tloss\ton\treacquired\tdebt\t-\trecovered\tover\tterm\tof\tdebt | 12.3 | 15.9 |
| Other | 0.7 | 1.1 |
| Entergy\tTexas\tTotal | $1,117.3 | $645.9 |

# System	Energy

| (Note	9)	(b) | $96.1 | $95.5 |
| :--- | :--- | :--- |
| Unrealized\tloss\ton\tdecommissioning\ttrust\tfunds | 31.3 | - |
| Removal\tcosts\t-\trecovered\tthrough\tdepreciation\trates\t(Note\t9)\t(b) | 14.5 | 16.9 |
| Pension\t&amp;\tpostretirement\tcosts\t(Note\t11\t-\tQualified\tPension\tPlans\tand\tOther |  |  |
| \t\tPostretirement\tBenefits)\t(b) | 72.1 | 26.0 |
| Sale-leaseback\tdeferral\t-\trecovered\tthrough\tJune\t2014\t(Note\t10\t-\tSale\tand\tLeaseback |  |  |
| \t\tTransactions\t-\tGrand\tGulf\tLease\tObligations)\t(c) | 91.0 | 103.9 |
| Unamortized\tloss\ton\treacquired\tdebt\t-\trecovered\tover\tterm\tof\tdebt | 28.0 | 31.5 |
| Other | 0.4 | 0.4 |
| System\tEnergy\tTotal | $333.4 | $274.2 |

(a) The	jurisdictional	split	order	assigned	the	regulatory	asset	to	Entergy	Texas.	The	regulatory	asset, however,	is	being	recovered	and	amortized	at	Entergy	Gulf	States	Louisiana.	As	a	result,	a	billing will	occur	monthly	over	the	same	term	as	the	recovery	and	receipts	will	be	submitted	to	Entergy Texas.	Entergy	Texas	has	recorded	a	receivable	from	Entergy	Gulf	States	Louisiana	and	Entergy Gulf	States	Louisiana	has	recorded	a	corresponding	payable.

(b) Does	not	earn	a	return	on	investment,	but	is	offset	by	related	liabilities.

(c) Does	not	earn	a	return	on	investment	at	this	time.	For	the	provision	for	storm	damages,	this	only applies	to	Entergy	Texas'	storm	damages	for	Hurricane	Gustav	and	Hurricane	Ike,	approximately $358	million,	and	Entergy	New	Orleans'	storm	damages	for	Hurricane	Gustav,	approximately	$18 million.	Other	provision	for	storm	damages	amounts	earn	a	return	on	investment.

# Fuel	and	purchased	power	cost	recovery

Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	and	Entergy	Texas	are	allowed to	recover	certain	fuel	and	purchased	power	costs	through	fuel	mechanisms	included	in	electric	and	gas	rates	that	are	recorded	as	fuel	cost	recovery revenues.	The	difference	between	revenues	collected	and	the	current	fuel	and	purchased	power	costs	is	recorded	as	"Deferred	fuel	costs"	on	the Utility	operating	companies'	financial	statements.	The	table	below	shows	the	amount	of	deferred	fuel	costs	as	of	December	31,	2008	and	2007,	that Entergy	expects	to	recover	(or	return	to	customers)	through	fuel	mechanisms,	subject	to	subsequent	regulatory	review.

|  | 2008 | 2007 |
| :--- | :--- | :--- |
|  | (In\tMillions) |  |
| Entergy\tArkansas | $119.1 | $114.8 |
| Entergy\tGulf\tStates\tLouisiana\t(a) | $8.1 | $105.8 |
| Entergy\tLouisiana\t(a) | ($23.6) | $19.2 |
| Entergy\tMississippi | $5.0 | ($76.6) |
| Entergy\tNew\tOrleans | $21.8 | $17.3 |
| Entergy\tTexas | $21.2 | ($67.3) |

(a) 2008	and	2007	includes	$100.1	million	for	Entergy	Gulf	States	Louisiana	and	$68	million	for	Entergy Louisiana	of	fuel,	purchased	power,	and	capacity	costs	that	are	expected	to	be	recovered	over	a	period greater	than	twelve	months.

# Production	Cost	Allocation	Rider

In	its	June	2007	decision	on	Entergy	Arkansas'	August	2006	rate	filing,	discussed	below	in	"Retail	Rate	Proceedings",	the	APSC	approved	a production	cost	allocation	rider	for	recovery	from	customers	of	the	retail	portion	of	the	costs	allocated	to	Entergy	Arkansas	as	a	result	of	the System	Agreement	proceedings,	but	set	a	termination	date	of	December	31,	2008	for	the	rider.	These	costs	cause	an	increase	in	Entergy	Arkansas' deferred	fuel	cost	balance,	because	Entergy	Arkansas	pays	them	over	seven	months	but	collects	them	from	customers	over	twelve	months.	In December	2007,	the	APSC	issued	a	subsequent	order	stating	the	production	cost	allocation	rider	will	remain	in	effect,	and	any	future	termination	of the	rider	will	be	subject	to	eighteen	months	advance	notice	by	the	APSC,	which	would	occur	following	notice	and	hearing.	On	March	18,	2008,	the Arkansas	attorney	general	and	the	AEEC	filed	a	notice	of	appeal	of	the	December	2007	APSC	order.	The	appellants'	and	appellees'	briefs	have been	filed	with	the	court	of	appeals.

In	June	2008,	Entergy	Arkansas	filed	with	 the	APSC	 its	annual	redetermination	of the	production	cost	allocation	rider.	The	redetermination resulted	in	a	slight	increase	in	the	rates	beginning	with	the	first	billing	cycle	of	July	2008.

See	 Entergy	 Corporation	 and	 Subsidiaries' "MANAGEMENT'S FINANCIAL	 DISCUSSION	 AND	 ANALYSIS -	 System	 Agreement Proceedings"	for	a	discussion	of	the	System	Agreement	proceedings.

# Energy	Cost	Recovery	Rider

Entergy	Arkansas'	retail	rates	include	an	energy	cost	recovery	rider.	In	December	2007,	the	APSC	issued	an	order	stating	that	Entergy	Arkansas' energy	cost	recovery	rider	will	remain	in	effect,	and	any	future	termination	of	the	rider	will	be	subject	to	eighteen	months	advance	notice	by	the APSC,	which	would	occur	following	notice	and	hearing.	On	March	18,	2008,	the	Arkansas	attorney	general	and	the	AEEC	filed	a	notice	of	appeal of	the	December	2007	APSC	order.	The	appellants'	and	appellees'	briefs	have	been	filed	with	the	court	of	appeals.

In	March	2008,	Entergy	Arkansas	filed	with	the	APSC	its	annual	energy	cost	rate	for	the	period	April	2008	through	March	2009.	 The	filed	energy cost	rate	increased	from	$0.01179/kWh	to	$0.01869/kWh.	The	increase	was	caused	by	the	following:	1)	all	three	of	the	nuclear	power	plants	from which	Entergy	Arkansas	obtains	power,	ANO	1	and	2	and	Grand	Gulf,	were	scheduled	to	have	refueling	outages	in	2008,	and	the	energy	cost	rate is	adjusted	to	account	for	the	replacement	power	costs	expected	to	be	incurred	while	these	units	were	down;	2)	Entergy	Arkansas	has	a	deferred fuel	cost	balance	from	under-recovered	fuel	costs	at	December	31,	2007;	and	3)	fuel	and	purchased	power	prices	have	increased.

In	August	2008,	as	provided	for	by	its	energy	cost	recovery	rider,	Entergy	Arkansas	filed	with	the	APSC	an	interim	revision	to	its	energy	cost	rate. The	revised	energy	cost	rate	is	an	increase	from	$0.01869/kWh	to	$0.02456/kWh.	The	increase	was	caused	by	the	continued	increase	in	natural	gas and	purchased	power	prices	from	the	levels	used	in	setting	the	rate	in	March	2008.	The	interim	revised	energy	cost	rate	went	into	effect	for	the	first billing	cycle	of	September	2008.	In	October	2008	the	APSC	issued	an	order	that	requires	Entergy	Arkansas	to	file	for	investigative	purposes	only monthly	updates	of	its	actual	and	projected	over/under-recovery	of	fuel	and	purchased	power	costs.	The	APSC	order	also	states	that	the	interim revised	energy	cost	rate	will	remain	in	effect	pending	further	investigation	and	order	of	the	APSC,	and	the	APSC	reserves	the	right	after	notice	and hearing	to	prospectively	modify	the	energy	cost	rate.

# APSC	Investigations

In	September	2005,	Entergy	Arkansas	filed	with	the	APSC	an	interim	energy	cost	rate	per	the	energy	cost	recovery	rider,	which	provides	for	an interim	adjustment	should	the	cumulative	over-	or	under-recovery	for	the	energy	period	exceed	10	percent	of	the	energy	costs	for	that

period.	As	of	the	end	of	July	2005,	the	cumulative	under-recovery	of	fuel	and	purchased	power	expenses	had	exceeded	the	10	percent	threshold due	to	increases	in	purchased	power	expenditures	resulting	from	higher	natural	gas	prices.	The	interim	cost	rate	of	$0.01900	per	kWh	became effective	the	first	billing	cycle	in	October	2005.

In	early	October	2005,	the	APSC	initiated	an	investigation	into	Entergy	Arkansas'	interim	energy	cost	rate.	The	investigation	is	focused	on	Entergy Arkansas'	1)	gas	contracting,	portfolio,	and	hedging	practices;	2)	wholesale	purchases	during	the	period;	3)	management	of	the	coal	inventory	at	its coal	generation	plants;	and	4)	response	to	the	contractual	failure	of	the	railroads	to	provide	coal	deliveries.	In	March	2006,	the	APSC	extended	its investigation	 to	 cover	 the	 costs	 included	 in	 Entergy	Arkansas'	 March	 2006	 filing	 that	 requested	 an	 energy	 cost	 rate	 of	 $0.02827	 per	 kWh, suspended	implementation	of	the	$0.02827	per	kWh	energy	cost	rate,	and	ordered	that	the	$0.01900	per	kWh	interim	rate	remain	in	effect	pending the	APSC	proceedings	on	the	energy	cost	recovery	filings.	On	April	7,	2006,	the	APSC	issued	a	show	cause	order	in	the	investigation	proceeding that	ordered	Entergy	Arkansas	to	file	a	cost	of	service	study	by	June	8,	2006.	The	order	also	directed	Entergy	Arkansas	to	file	testimony	to	support the	cost	of	service	study,	to	support	the	$0.02827	per	kWh	cost	rate,	and	to	address	the	general	topic	of	elimination	of	the	energy	cost	recovery rider.

In	June	2006,	Entergy	Arkansas	filed	a	cost	of	service	study	and	testimony	supporting	the	redetermined	energy	cost	rate	of	$0.02827	per	kWh	and testimony	addressing	the	prospective	elimination	of	the	energy	cost	recovery	rider	as	ordered	by	the	APSC.	Entergy	Arkansas	also	filed	a	motion with	the	APSC	seeking	again	to	implement	the	redetermined	energy	cost	rate	of	$0.02827	per	kWh.	After	a	hearing,	the	APSC	approved	Entergy Arkansas'	request	and	the	redetermined	rate	was	implemented	in	July	2006,	subject	to	refund	pending	the	outcome	of	the	APSC	energy	cost recovery	investigation.	A	hearing	was	held	in	the	APSC	energy	cost	recovery	investigation	in	October	2006.

In	January	2007,	 the	APSC	 issued	an	order	 in	 its	review	of	Entergy	Arkansas'	September	2005	 interim	rate.	The	APSC	found	 that	Entergy Arkansas	failed	to	maintain	an	adequate	coal	inventory	level	going	into	the	summer	of	2005	and	that	Entergy	Arkansas	should	be	responsible	for any	incremental	energy	costs	resulting	from	two	outages	caused	by	employee	and	contractor	error.	The	coal	plant	generation	curtailments	were caused	by	railroad	delivery	problems	and	Entergy	has	since	resolved	litigation	with	the	railroad	regarding	the	delivery	problems.	The	APSC	staff was	directed	to	perform	an	analysis	with	Entergy	Arkansas'	assistance	to	determine	the	additional	fuel	and	purchased	energy	costs	associated	with these	findings	and	file	the	analysis	within	60	days	of	the	order.	After	a	final	determination	of	the	costs	is	made	by	the	APSC,	Entergy	Arkansas would	be	directed	to	refund	that	amount	with	interest	to	its	customers	as	a	credit	on	the	energy	cost	recovery	rider.	The	order	also	stated	that	the APSC	would	address	any	additional	issues	regarding	the	energy	cost	recovery	rider	in	Entergy	Arkansas'	rate	case	filed	in	August	2006.	Entergy Arkansas	 requested	 rehearing	 of	 the	 order.	In	March	2007,	in	order	to	allow	further	consideration	by	the	APSC,	the	APSC	granted	Entergy Arkansas'	petition	for	rehearing	and	for	stay	of	the	APSC	order.

In	October	2008,	Entergy	Arkansas	filed	a	motion	to	lift	the	stay	and	to	rescind	the	APSC's	January	2007	order	in	light	of	the	arguments	advanced in	Entergy	Arkansas'	rehearing	petition	and	because	the	value	for	the	Entergy	Arkansas'	customers	obtained	through	the	resolved	railroad	litigation is	significantly	greater	than	the	incremental	cost	of	actions	identified	by	the	APSC	as	imprudent.	The	APSC	staff,	the	AEEC,	and	the	Arkansas attorney	general	support	the	lifting	of	the	stay	but	request	additional	proceedings.	In	December	2008,	the	APSC	denied	the	motion	to	lift	the	stay pending	resolution	of	Entergy	Arkansas'	rehearing	request	and	of	the	unresolved	issues	in	the	proceeding.	The	APSC	also	established	a	separate docket	to	consider	the	resolved	railroad	litigation,	but	a	procedural	schedule	has	not	been	established	in	the	new	docket	at	this	time.	The	APSC ordered	the	parties	to	submit	their	unresolved	issues	list	in	the	pending	proceeding,	which	the	parties	have	done.	The	unresolved	issues	will	not	be relitigated	but	will	be	decided	by	the	APSC	based	upon	the	evidence	already	submitted	in	the	proceeding.

# Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana

In	Louisiana,	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana	recover	electric	fuel	and	purchased	power	costs	for	the	upcoming	month	based upon	the	level	of	such	costs	from	the	prior	month.	Entergy	Gulf	States	Louisiana's	purchased	gas	adjustments	include	estimates	for	the	billing month	adjusted	by	a	surcharge	or	credit	that	arises	from	an	annual	reconciliation	of	fuel	costs	incurred	with	fuel	cost	revenues	billed	to	customers, including	carrying	charges.

In	August	2000,	the	LPSC	authorized	its	staff	to	initiate	a	proceeding	to	audit	the	fuel	adjustment	clause	filings	of	Entergy	Louisiana	pursuant	to	a November	1997	LPSC	general	order.	The	time	period	that	is	the	subject	of	the	audit	is	January	1,	2000	through	December	31,	2001.	In	September 2003,	the	LPSC	staff	issued	its	audit	report	and	recommended	a	disallowance	with	regard	to	an	alleged	failure	to	uprate	Waterford	3	in	a	timely manner.	This	issue	was	resolved	with	a	March	2005	global	settlement.	Subsequent	to	the	issuance	of	the	audit	report,	the	scope	of	this	docket	was expanded	to	include	a	review	of	annual	reports	on	fuel	and	purchased	power	transactions	with	affiliates	and	a	prudence	review	of	transmission planning	 issues	 and	 to	 include	 the	 years	 2002	 through	 2004.	Hearings	 were	 held	 in	 November	 2006.	In	 May	 2008	 the	ALJ	 issued	 a	 final recommendation	that	found	in	Entergy	Louisiana's	favor	on	the	issues,	except	for	the	disallowance	of	hypothetical	SO 	allowance	costs	included	in 2 affiliate	purchases.	The	ALJ	recommended	a	refund	of	the	SO 2 	allowance	costs	collected	to	date	and	a	realignment	of	these	costs	into	base	rates prospectively	with	an	amortization	of	the	refunded	amount	through	base	rates	over	a	five-year	period.	The	LPSC	issued	an	order	in	December	2008 affirming	 the	 ALJ's	 recommendation.	Entergy	 Louisiana	 recorded	 a	 provision	 for	 the	 disallowance,	 including	 interest,	 and	 will	 refund approximately	$7	million	to	customers	in	2009.

In	January	2003,	the	LPSC	authorized	its	staff	to	initiate	a	proceeding	to	audit	the	fuel	adjustment	clause	filings	of	Entergy	Gulf	States	Louisiana and	its	affiliates	pursuant	to	a	November	1997	LPSC	general	order.	The	audit	will	include	a	review	of	the	reasonableness	of	charges	flowed	by Entergy	 Gulf	 States	 Louisiana	 through	 its	 fuel	 adjustment	 clause	 in	 Louisiana	 for	 the	 period	 January	 1,	 1995	 through	 December	 31,	 2002. Discovery	is	underway,	but	a	detailed	procedural	schedule	extending	beyond	the	discovery	stage	has	not	yet	been	established,	and	the	LPSC	staff has	not	yet	issued	its	audit	report.	In	June	2005,	the	LPSC	expanded	the	audit	period	to	include	the	years	through	2004.

Entergy	Mississippi's	rate	schedules	include	an	energy	cost	recovery	rider	which	is	adjusted	quarterly	to	reflect	accumulated	over-	or	under- recoveries	from	the	second	prior	quarter.

In	July	2008	the	MPSC	began	a	proceeding	to	investigate	the	fuel	procurement	practices	and	fuel	adjustment	schedules	of	the	Mississippi	utility companies,	including	Entergy	Mississippi.	A	two-day	public	hearing	was	held	in	July	2008,	and	after	a	recess	during	which	the	MPSC	reviewed information,	the	hearing	resumed	on	August	5,	2008,	for	additional	testimony	by	an	expert	witness	retained	by	the	MPSC.	The	MPSC's	witness presented	testimony	regarding	a	review	of	the	utilities'	fuel	adjustment	clauses.	The	MPSC	stated	that	the	goal	of	the	proceeding	is	fact-finding	so that	the	MPSC	may	decide	whether	to	amend	the	current	fuel	cost	recovery	process.	In	February	2009,	the	MPSC	published	a	final	report	of	its

expert	witness,	which	discussed	Entergy	Mississippi's	fuel	procurement	activities	and	made	recommendations	regarding	fuel	recovery	practices	in Mississippi.

In	addition,	in	October	2008	the	MPSC	issued	a	subpoena	to	Entergy	Mississippi	and	Entergy	Services	requesting	documents	associated	with	fuel adjustment	clause	litigation	in	Louisiana	involving	Entergy	Louisiana	and	Entergy	New	Orleans,	and	in	January	2009	issued	an	order	requiring Entergy	Mississippi	to	provide	additional	information	related	to	the	long-term	Evangeline	gas	contract	that	had	been	an	issue	in	the	fuel	adjustment clause	litigation	in	Louisiana.	Entergy	Mississippi	and	Entergy	Services	filed	a	response	to	the	MPSC	order	stating	that	gas	from	the	Evangeline gas	contract	had	been	sold	into	the	Entergy	System	exchange	and	had	an	effect	on	the	costs	paid	by	Entergy	Mississippi's	customers.	The	MPSC's investigation	is	ongoing.

In	addition,	in	January	2009	the	MPSC	issued	an	order	declining	to	adopt	the	Public	Utilities	Staff's	annual	fuel	audit	report.	Among	other	things, the	order	stated	that	the	MPSC	will	open	a	rulemaking	to	define	what	constitutes	efficient	and	economical	procurement	and	use	of	energy;	establish guidelines	for	defining	what	elements	constitute	a	just	and	reasonable	fuel	adjustment	clause;	and	establish	guidelines	for	making	the	required review	of	fuel	adjustment	clauses.	In	the	order,	the	MPSC	also	requested	that	the	legislature	extend	the	deadline	for	certification	of	this	annual	fuel audit	by	one	year,	while	it	seeks	approval	to	conduct	an	independent	audit	and	assessment	of	Entergy	Mississippi's	practices	for	economical purchases	and	use	of	fuel	and	electric	energy.

# Mississippi	Attorney	General	Complaint

The	Mississippi	attorney	general	filed	a	complaint	in	state	court	in	December	2008	against	Entergy	Corporation,	Entergy	Mississippi,	Entergy Services,	and	Entergy	Power	alleging,	among	other	things,	violations	of	Mississippi	statutes,	fraud,	and	breach	of	good	faith	and	fair	dealing,	and requesting	an	accounting	and	restitution.	The	litigation	is	wide	ranging	and	relates	to	tariffs	and	procedures	under	which	Entergy	Mississippi purchases	power	not	generated	in	Mississippi	to	meet	electricity	demand.	Entergy	believes	the	complaint	is	unfounded.	On	December	29,	2008,	the defendant	Entergy	companies	filed	to	remove	the	attorney	general's	suit	to	U.S.	District	Court	(the	forum	that	Entergy	believes	is	appropriate	to resolve	the	types	of	federal	issues	raised	in	the	suit),	where	it	is	currently	pending,	and	additionally	answered	the	complaint	and	filed	a	counter- claim	for	relief	based	upon	the	Mississippi	Public	Utilities	Act	and	the	Federal	Power	Act.	The	Mississippi	attorney	general	has	filed	a	pleading seeking	to	remand	the	matter	to	state	court.

Entergy	New	Orleans'	electric	rate	schedules	include	a	fuel	adjustment	tariff	designed	to	reflect	no	more	than	targeted	fuel	and	purchased	power costs,	adjusted	by	a	surcharge	or	credit	for	deferred	fuel	expense	arising	from	the	monthly	reconciliation	of	actual	fuel	and	purchased	power	costs incurred	with	fuel	cost	revenues	billed	to	customers,	including	carrying	charges.	In	June	2006,	the	City	Council	authorized	the	recovery	of	all Grand	Gulf	costs	through	Entergy	New	Orleans'	fuel	adjustment	clause	(a	significant	portion	of	Grand	Gulf	costs	was	previously	recovered	through base	rates),	and	continued	that	authorization	in	approving	the	October	2006	formula	rate	plan	filing	settlement.

Entergy	New	Orleans'	gas	rate	schedules	include	an	adjustment	to	reflect	estimated	gas	costs	for	the	billing	month,	adjusted	by	a	surcharge	or	credit similar	to	that	included	in	the	electric	fuel	adjustment	clause,	including	carrying	charges.	In	October	2005,	the	City	Council	approved	modification of	the	gas	cost	collection	mechanism	effective	November	2005	in	order	to	address	concerns	regarding	its	fluctuations,	particularly	during	the winter	heating	season.	The	modifications	are	intended	to	minimize	fluctuations	in	gas	rates	during	the	winter	months.

Entergy	Texas'	rate	schedules	include	a	fixed	fuel	factor	to	recover	fuel	and	purchased	power	costs,	including	carrying	charges,	not	recovered	in base	 rates.	The	fixed	fuel	factor	formula	was	revised	and	approved	by	a	PUCT	order	in	August	2006.	The	new	formula	was	implemented	in September	2006.	Under	the	new	methodology,	semi-annual	revisions	of	the	fixed	fuel	factor	will	continue	to	be	made	in	March	and	September based	on	the	market	price	of	natural	gas	and	changes	in	fuel	mix.	Entergy	Texas	will	likely	continue	to	use	this	methodology	until	the	start	of	retail open	 access,	 which	 has	 been	 delayed.	The	 amounts	 collected	 under	 Entergy	 Texas'	 fixed	 fuel	 factor	 and	 any	 interim	 surcharge	 or	 refund implemented	until	the	date	retail	open	access	commences	are	subject	to	fuel	reconciliation	proceedings	before	the	PUCT.

Entergy	Texas	filed	with	the	PUCT	in	July	2005	a	request	for	implementation	of	an	incremental	purchased	capacity	recovery	rider.	Through	this rider	Entergy	Texas	sought	to	recover	incremental	revenues	that	represent	the	incremental	purchased	capacity	costs,	including	Entergy

Texas'	obligation	to	purchase	power	from	Entergy	Louisiana's	recently	acquired	Perryville	plant,	over	what	is	already	in	Entergy	Texas'	base	rates. A	non-unanimous	settlement	was	reached	with	most	of	the	parties	that	allowed	for	the	implementation	of	an	$18	million	annual	rider	effective December	1,	2005.	In	December	2005,	the	PUCT	approved	the	settlement	and	entered	an	order	consistent	with	this	approval	in	February	2006.	The amounts	collected	through	the	rider	are	subject	to	reconciliation.

In	 September	 2007,	 Entergy	 Texas	 filed	 with	 the	 PUCT	 a	 request	 to	 increase	 its	 incremental	 purchased	 capacity	 recovery	 rider	 to	 collect approximately	$25	million	on	an	annual	basis.	This	filing	also	included	a	request	to	implement	an	interim	surcharge	to	collect	approximately	$10 million	in	under-recovered	incremental	purchased	capacity	costs	incurred	through	July	2007.	In	January	2008,	Entergy	Texas	filed	with	the	PUCT a	stipulation	and	settlement	agreement	among	the	parties	that	agreed	to	implementation	of	the	interim	surcharge	over	a	two-month	period	and agreed	that	the	incremental	capacity	recovery	rider	would	be	set	to	collect	$21	million	on	an	annual	basis	effective	February	2008.	The	PUCT approved	the	agreement	in	February	2008.	Amounts	collected	through	the	rider	and	interim	surcharge	are	subject	to	final	reconciliation.	Under	the rate	case	settlement	discussed	below,	this	rider	ceased	on	January	28,	2009,	with	the	implementation	of	stipulated	base	rates.

In	October	2007,	Entergy	Texas	filed	a	request	with	the	PUCT	to	refund	$45.6	million,	including	interest,	of	fuel	cost	recovery	over-collections through	September	2007.	In	January	2008,	Entergy	Texas	filed	with	the	PUCT	a	stipulation	and	settlement	agreement	among	the	parties	that updated	 the	over-collection	balance	 through	November	2007	and	established	a	refund	amount,	 including	 interest,	of	$71	million.	The	PUCT approved	 the	 agreement	 in	 February	 2008.	The	 refund	 was	 made	 over	 a	 two-month	 period	 beginning	 February	 2008,	 but	 was	 reduced	 by $10.3	million	of	under-recovered	incremental	purchased	capacity	costs.	Amounts	refunded	through	the	interim	fuel	refund	are	subject	to	final

reconciliation	in	a	future	fuel	reconciliation	proceeding.

In	March	2007,	Entergy	Texas	filed	a	request	with	the	PUCT	to	refund	$78.5	million,	including	interest,	of	fuel	cost	recovery	over-collections through	 January	 2007.	In	June	2007	 the	PUCT	approved	a	unanimous	stipulation	and	settlement	agreement	 that	updated	 the	over-collection balance	through	April	2007	and	established	a	refund	amount,	including	interest,	of	$109.4	million.	The	refund	was	made	over	a	two-month	period beginning	with	the	first	billing	cycle	in	July	2007.	Amounts	refunded	through	the	interim	fuel	refund	are	subject	to	final	reconciliation	in	a	future fuel	reconciliation	proceeding.

In	May	2006,	Entergy	Texas	filed	with	the	PUCT	a	fuel	and	purchased	power	reconciliation	case	covering	the	period	September	2003	through December	2005	for	costs	recoverable	through	the	fixed	fuel	factor	rate	and	the	incremental	purchased	capacity	recovery	rider.	Entergy	Texas sought	reconciliation	of	$1.6	billion	of	fuel	and	purchased	power	costs	on	a	Texas	retail	basis.	A	hearing	was	conducted	before	the	ALJs	in	April 2007.	In	July	2007,	the	ALJs	issued	a	proposal	for	decision	recommending	that	Entergy	Texas	be	authorized	to	reconcile	all	of	its	requested	fixed fuel	 factor	 expenses	 and	 recommending	 a	 minor	 exception	 to	 the	 incremental	 purchased	 capacity	 recovery	 calculation.	The	 ALJs	 also recommended	granting	an	exception	to	the	PUCT	rules	to	allow	for	recovery	of	an	additional	$11.4	million	in	purchased	power	capacity	costs.	In September	2007,	the	PUCT	issued	an	order,	which	affirmed	the	ultimate	result	of	the	ALJs'	proposal	for	decision.	Upon	motions	for	rehearing,	the PUCT	added	additional	language	in	its	order	on	rehearing	to	further	clarify	its	position	that	30%	of	River	Bend	should	not	be	regulated	by	the PUCT.	Two	parties	filed	a	second	motion	for	rehearing,	but	the	PUCT	declined	to	address	them.	The	PUCT's	decision	has	been	appealed	to	the Travis	County	District	Court.

In	January	2008,	Entergy	Texas	made	a	compliance	filing	with	the	PUCT	describing	how	its	2007	Rough	Production	Cost	Equalization	receipts under	the	System	Agreement	were	allocated	between	Entergy	Gulf	States,	Inc.'s	Texas	and	Louisiana	jurisdictions.	A	hearing	was	held	at	the	end of	July	2008,	and	in	October	2008	the	ALJ	issued	a	proposal	for	decision	recommending	an	additional	$18.6	million	allocation	to	Texas	retail customers.	The	PUCT	adopted	the	ALJ's	proposal	for	decision	in	December	2008.	Because	the	PUCT	allocation	to	Texas	retail	customers	is inconsistent	with	the	LPSC	allocation	to	Louisiana	retail	customers,	adoption	of	the	proposal	for	decision	by	the	PUCT	could	result	in	trapped	costs between	 the	Texas	and	Louisiana	 jurisdictions	with	no	mechanism	for	recovery.	The	PUCT	denied	Entergy	Texas'	motion	for	rehearing	and Entergy	Texas	will	now	seek	alternative	relief,	including	filing	for	relief	at	the	FERC.

# Storm	Cost	Recovery	Filings	with	Retail	Regulators

Entergy	Arkansas	experienced	extraordinary	storm	costs	in	2008,	requiring	APSC	action	to	address	their	effects,	because	the	APSC's	June	2007 order	in	Entergy	Arkansas'	base	rate	proceeding,	which	is	discussed	below,	eliminated	storm	reserve	accounting	for	Entergy	Arkansas.	 Therefore, on	October	15,	2008,	Entergy	Arkansas	filed	a	petition	for	an	accounting	order	authorizing	a	regulatory	asset	and	storm	damage	rider.		In	the petition,	Entergy	Arkansas	requested	the	deferral	of	$26	million	in	a	regulatory	asset	that	represents	extraordinary	storm	restoration	costs	for	the year	2008	that	are	in	excess	of	the	$14.4	million	included	in	base	rates.	The	regulatory	asset	would	be	recovered	through	a	surcharge	over	a	12- month	period	beginning	in	January	2009.

On	December	19,	2008,	the	APSC	approved	Entergy	Arkansas'	request	to	defer	2008	extraordinary	storm	restoration	costs	for	recovery	via	a	storm damage	 rider	 in	 2009.	The	APSC	reduced	Entergy	Arkansas'	request	by	$4	million	 to	allow	for	standard	variation	 in	storm	costs	from	 the normalized	level	in	base	rates.	Entergy	Arkansas	is	permitted	to	recover	the	retail	portion	of	$22.3	million,	subject	to	adjustments	arising	from storm	cost	audit,	earnings	review,	and	other	items	consistent	with	past	regulatory	practice.	Entergy	Arkansas	also	plans	to	file	an	update	of	storm restoration	expenses	incurred	through	December	31,	2008,	and	true-up	any	accrued	expenses	at	that	time,	with	a	revised	rider	to	take	effect	July 2009	for	any	necessary	changes.

In	July	2006,	Entergy	Texas	filed	an	application	with	the	PUCT	with	respect	to	its	Hurricane	Rita	reconstruction	costs	incurred	through	March 2006.	The	filing	asked	the	PUCT	to	determine	the	amount	of	reasonable	and	necessary	hurricane	reconstruction	costs	eligible	for	securitization	and recovery,	approve	the	recovery	of	carrying	costs,	and	approve	the	manner	in	which	Entergy	Texas	allocates	those	costs	among	its	retail	customer classes.	In	December	2006,	the	PUCT	approved	$381	million	of	reasonable	and	necessary	hurricane	reconstruction	costs	incurred	through	March 31,	2006,	plus	carrying	costs,	as	eligible	for	recovery.	After	netting	expected	insurance	proceeds,	the	amount	is	$353	million.

In	April	2007,	the	PUCT	issued	its	financing	order	authorizing	the	issuance	of	securitization	bonds	to	recover	the	$353	million	of	hurricane reconstruction	costs	and	up	to	$6	million	of	transaction	costs,	offset	by	$32	million	of	related	deferred	income	tax	benefits.	In	June	2007,	Entergy Gulf	States	Reconstruction	Funding	I,	LLC	(Entergy	Gulf	States	Reconstruction	Funding),	a	company	wholly-owned	and	consolidated	by	Entergy Texas,	issued	$329.5	million	of	senior	secured	transition	bonds	(securitization	bonds).	With	the	proceeds,	Entergy	Gulf	States	Reconstruction Funding	purchased	from	Entergy	Texas	the	transition	property,	which	is	the	right	to	recover	from	customers	through	a	transition	charge	amounts sufficient	to	service	the	securitization	bonds.	Entergy	Texas	will	use	the	proceeds	to	refinance	or	retire	debt	and	to	reduce	equity.	In	February	2008, Entergy	Texas	returned	$150	million	of	capital	to	Entergy	Corporation.	Entergy	Texas	began	cost	recovery	through	the	transition	charge	in	July 2007,	 and	 the	 transition	 charge	 is	 expected	 to	 remain	 in	 place	 over	 a	 15-year	 period.	See	 Note	 5	 to	 the	 financial	 statements	 for	 additional information	regarding	the	securitization	bonds.

In	February	2007,	Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana	filed	a	supplemental	and	amending	application	by	which	they	sought authority	from	the	LPSC	to	securitize	their	Hurricane	Katrina	and	Hurricane	Rita	storm	cost	recovery	and	storm	reserve	amounts,	together	with certain	debt	retirement	costs	and	upfront	and	ongoing	costs	of	the	securitized	debt	issued.	Securitization	is	authorized	by	a	law	signed	by	the Governor	of	Louisiana	in	May	2006.	Hearings	on	the	quantification	of	the	amounts	eligible	for	securitization	began	in	late-April	2007.	At	the	start of	the	hearing,	a	stipulation	among	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	the	LPSC	staff,	and	most	other	parties	in	the	proceeding	was read	into	the	record.	The	stipulation	quantified	the	balance	of	storm	restoration	costs	for	recovery	as	$545	million	for	Entergy	Louisiana	and	$187 million	for	Entergy	Gulf	States	Louisiana,	and	set	the	storm	reserve	amounts	at	$152	million	for	Entergy	Louisiana	and	$87	million	for	Entergy Gulf	States	Louisiana.	The	stipulation	also	called	for	securitization	of	the	storm	restoration	costs	and	storm	reserves	in	those	same	amounts.	In August	2007,	the	LPSC	issued	orders	approving	recovery	of	the	stipulated	storm	cost	recovery	and	storm	reserve	amounts	plus	certain	debt retirement	and	upfront	and	ongoing	costs	through	securitization	financing.

On	July	29,	2008,	the	LPFA	issued	$687.7	million	in	bonds	under	the	aforementioned	Act	55.	From	the	$679	million	of	bond	proceeds	loaned	by the	LPFA	to	the	LURC,	the	LURC	deposited	$152	million	in	a	restricted	escrow	account	as	a	storm	damage	reserve	for	Entergy	Louisiana	and transferred	$527	million	directly	to	Entergy	Louisiana.	From	the	bond	proceeds	received	by	Entergy	Louisiana	from	the	LURC,	Entergy	Louisiana invested	$545	million,	including	$17.8	million	that	was	withdrawn	from	the	restricted	escrow	account	as	approved	by	the	April	16,	2008	LPSC orders,	in	exchange	for	5,449,861.85	Class	A	preferred,	non-voting,	membership	interest	units	of	Entergy	Holdings	Company	LLC,	a	company wholly-owned	 and	 consolidated	 by	 Entergy,	 that	 carry	 a	 10%	 annual	 distribution	 rate.	Distributions	 are	 payable	 quarterly	 commencing	 on September	15,	2008	and	have	a	 liquidation	price	of	$100	per	unit.	The	preferred	membership	interests	are	callable	at	the	option	of	Entergy Holdings	Company	LLC	after	ten	years.	The	terms	of	the	membership	interests	include	certain	financial	covenants	to	which	Entergy	Holdings Company	LLC	is	subject,	including	the	requirement	to	maintain	a	net	worth	of	at	least	$1	billion.

On	August	26,	2008,	the	LPFA	issued	$278.4	million	in	bonds	under	the	aforementioned	Act	55.	 From	the	$274.7	million	of	bond	proceeds	loaned by	the	LPFA	to	the	LURC,	the	LURC	deposited	$87	million	in	a	restricted	escrow	account	as	a	storm	damage	reserve	for	Entergy	Gulf	States Louisiana	and	transferred	$187.7	million	directly	to	Entergy	Gulf	States	Louisiana.	From	the	bond	proceeds	received	by	Entergy	Gulf	States Louisiana	from	the	LURC,	Entergy	Gulf	States	Louisiana	invested	$189.4	million,	including	$1.7	million	that	was	withdrawn	from

the	restricted	escrow	account	as	approved	by	 the	April	16,	2008	LPSC	orders,	 in	exchange	for	1,893,918.39	Class	A	preferred,	non-voting, membership	interest	units	of	Entergy	Holdings	Company	LLC,	a	company	wholly-owned	and	consolidated	by	Entergy,	that	carry	a	10%	annual distribution	 rate.	Distributions	are	payable	quarterly	commencing	on	September	15,	2008	and	have	a	 liquidation	price	of	$100	per	unit.	The preferred	membership	interests	are	callable	at	the	option	of	Entergy	Holdings	Company	LLC	after	ten	years.	The	terms	of	the	membership	interests include	certain	financial	covenants	to	which	Entergy	Holdings	Company	LLC	is	subject,	including	the	requirement	to	maintain	a	net	worth	of	at least	$1	billion.

Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana	do	not	report	the	bonds	on	their	balance	sheets	because	the	bonds	are	the	obligation	of	the LPFA,	and	there	is	no	recourse	against	Entergy,	Entergy	Gulf	States	Louisiana	or	Entergy	Louisiana	in	the	event	of	a	bond	default.	To	service	the bonds,	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana	collect	a	system	restoration	charge	on	behalf	of	the	LPFA,	and	remit	the	collections	to the	 LPFA.	By	analogy	to	and	in	accordance	with	Entergy's	accounting	policy	for	collection	of	sales	taxes,	Entergy	Gulf	States	Louisiana	and Entergy	Louisiana	do	not	report	the	collections	as	revenue	because	they	are	merely	acting	as	the	billing	and	collection	agent	for	the	state.

In	March	2006,	the	Governor	of	Mississippi	signed	a	law	that	established	a	mechanism	by	which	the	MPSC	could	authorize	and	certify	an	electric utility	financing	order	and	the	state	could	issue	bonds	to	finance	the	costs	of	repairing	damage	caused	by	Hurricane	Katrina	to	the	systems	of investor-owned	electric	utilities.		In	June	2006,	the	MPSC	issued	an	order	certifying	Entergy	Mississippi's	Hurricane	Katrina	restoration	costs incurred	through	March	31,	2006	of	$89	million,	net	of	estimated	insurance	proceeds.	Two	days	later,	Entergy	Mississippi	filed	a	request	with	the Mississippi	Development	Authority	for	$89	million	of	Community	Development	Block	Grant	(CDBG)	funding	for	reimbursement	of	its	Hurricane Katrina	infrastructure	restoration	costs.	Entergy	Mississippi	also	filed	a	Petition	for	Financing	Order	with	the	MPSC	for	authorization	of	state	bond financing	of	$169	million	for	Hurricane	Katrina	restoration	costs	and	future	storm	costs.	The	$169	million	amount	included	the	$89	million	of Hurricane	Katrina	restoration	costs	plus	$80	million	to	build	Entergy	Mississippi's	storm	damage	reserve	for	the	future.	Entergy	Mississippi's	filing stated	that	the	amount	actually	financed	through	the	state	bonds	would	be	net	of	any	CDBG	funds	that	Entergy	Mississippi	received.

In	October	2006,	the	Mississippi	Development	Authority	approved	for	payment	and	Entergy	Mississippi	received	$81	million	in	CDBG	funding for	Hurricane	Katrina	costs.	The	MPSC	then	issued	a	financing	order	authorizing	the	issuance	of	state	bonds	to	finance	$8	million	of	Entergy Mississippi's	certified	Hurricane	Katrina	restoration	costs	and	$40	million	for	an	increase	in	Entergy	Mississippi's	storm	damage	reserve.	$30 million	of	the	storm	damage	reserve	was	set	aside	in	a	restricted	account.	A	Mississippi	state	entity	issued	the	bonds	in	May	2007,	and	Entergy Mississippi	 received	 proceeds	 of	 $48	 million.	Entergy	Mississippi	does	not	report	 the	bonds	on	 its	balance	sheet	because	 the	bonds	are	 the obligation	of	the	state	entity,	and	there	is	no	recourse	against	Entergy	Mississippi	in	the	event	of	a	bond	default.	To	service	the	bonds,	Entergy

Mississippi	collects	a	system	restoration	charge	on	behalf	of	the	issuer,	and	remits	the	collections	to	the	issuer.	By	analogy	to	and	in	accordance with	Entergy's	accounting	policy	for	collection	of	sales	taxes,	Entergy	Mississippi	does	not	report	the	collections	as	revenue	because	it	is	merely acting	as	the	billing	and	collection	agent	for	the	state.

In	December	2005,	the	U.S.	Congress	passed	the	Katrina	Relief	Bill,	a	hurricane	aid	package	that	included	CDBG	funding	(for	the	states	affected by	Hurricanes	Katrina,	Rita,	and	Wilma)	that	allowed	state	and	local	leaders	to	fund	individual	recovery	priorities.	In	March	2007,	the	City	Council certified	that	Entergy	New	Orleans	incurred	$205	million	in	storm-related	costs	through	December	2006	that	are	eligible	for	CDBG	funding	under the	state	action	plan,	and	certified	Entergy	New	Orleans'	estimated	costs	of	$465	million	for	its	gas	system	rebuild

(which	is	discussed	below).	In	April	2007,	Entergy	New	Orleans	executed	an	agreement	with	the	Louisiana	Office	of	Community	Development (OCD)	under	which	$200	million	of	CDBG	funds	will	be	made	available	to	Entergy	New	Orleans.	Entergy	New	Orleans	has	received	$180.8 million	of	the	funds	as	of	December	31,	2008.	Entergy	New	Orleans	has	submitted	additional	costs	and	awaits	reimbursement	in	accordance	with the	contract	covering	disbursement	of	the	funds.

# Retail	Rate	Proceedings

# Filings	with	the	APSC	(Entergy	Arkansas)

# Retail	Rates

In	August	2006,	Entergy	Arkansas	filed	with	the	APSC	a	request	for	a	change	in	base	rates.	Entergy	Arkansas	requested	a	general	base	rate increase	(using	an	ROE	of	11.25%),	which	it	subsequently	adjusted	to	a	request	for	a	$106.5	million	annual	increase.	In	June	2007,	after	hearings on	the	filing,	the	APSC	ordered	Entergy	Arkansas	to	reduce	its	annual	rates	by	$5	million,	and	set	a	return	on	common	equity	of	9.9%	with	a hypothetical	common	equity	level	lower	than	Entergy	Arkansas'	actual	capital	structure.	For	the	purpose	of	setting	rates,	the	APSC	disallowed	a portion	 of	 costs	 associated	 with	 incentive	 compensation	 based	 on	 financial	 measures	 and	 all	 costs	 associated	 with	 Entergy's	 stock-based compensation	plans.	In	addition,	under	the	terms	of	the	APSC's	decision,	the	order	eliminated	storm	reserve	accounting	and	set	an	amount	of	$14.4 million	in	base	rates	to	address	storm	restoration	costs,	regardless	of	the	actual	annual	amount	of	future	restoration	costs.	The	APSC	did	state	in	a subsequent	December	2007	order,	however,	that	it	will	consider	a	petition	for	financial	relief	should	Entergy	Arkansas	experience	"extraordinary" storm	restoration	costs.	The	APSC's	June	2007	decision	left	Entergy	Arkansas	with	no	mechanism	to	recover	$52	million	of	costs	previously accumulated	in	Entergy	Arkansas'	storm	reserve	and	$18	million	of	removal	costs	associated	with	the	termination	of	a	lease.

The	APSC	denied	Entergy	Arkansas'	request	for	rehearing	of	its	June	2007	decision,	and	the	base	rate	change	was	implemented	August	29,	2007, effective	for	bills	rendered	after	June	15,	2007.	In	September	2007,	Entergy	Arkansas	appealed	the	decision	to	the	Arkansas	Court	of	Appeals.	On December	 17,	 2008,	 the	Arkansas	 Court	 of	Appeals	 upheld	 almost	 all	 aspects	 of	 the	APSC	 decision.	After	 considering	 the	 progress	 of	 the proceeding	in	light	of	the	decision	of	the	Court	of	Appeals,	Entergy	Arkansas	recorded	in	the	fourth	quarter	2008	an	approximately	$70	million charge	to	earnings,	on	both	a	pre-	and	after-tax	basis	because	these	are	primarily	flow-through	items,	to	recognize	that	the	regulatory	assets associated	with	the	storm	reserve	costs,	lease	termination	removal	costs,	and	stock-based	compensation	are	no	longer	probable	of	recovery.

Management	continues	to	believe	that	Entergy	Arkansas	is	entitled	to	recover	these	prudently	incurred	costs,	however,	and	on	January	5,	2009, filed	a	petition	for	review	before	the	Arkansas	Supreme	Court,	requesting	a	review	of	the	Court	of	Appeals	decision.

# Ouachita	Acquisition

Entergy	Arkansas	filed	with	the	APSC	in	September	2007	for	its	approval	of	the	Ouachita	plant	acquisition,	including	full	cost	recovery.		The APSC	Staff	and	the	Arkansas	attorney	general	supported	Entergy	Arkansas'	acquisition	of	the	plant,	but	opposed	the	sale	of	one-third	of	the capacity	and	energy	to	Entergy	Gulf	States	Louisiana.		The	industrial	group	AEEC	opposed	Entergy	Arkansas'	purchase	of	the	plant.		The	Arkansas attorney	general	opposed	recovery	of	the	non-fuel	costs	of	the	plant	through	a	separate	rider,	while	the	APSC	Staff	recommended	revisions	to	the rider.	In	December	2007,	the	APSC	issued	an	order	approving	recovery	through	a	rider	of	the	capacity	costs	associated	with	the	interim	tolling agreement,	which	was	in	effect	until	the	APSC	took	action	on	the	acquisition	of	the	plant.	A	hearing	before	the	APSC	was	held	in	April	2008	to address	Entergy	Arkansas'	request	for	acquisition	of	the	plant	and	concurrent	cost	recovery.	In	June	2008	the	APSC	approved	Entergy	Arkansas' acquisition	of	the	Ouachita	plant	and	approved	recovery	of	the	acquisition	and	ownership	costs	through	a	rate	rider.	The	APSC	also	approved	the planned	sale	of	one-third	of	the	capacity	and	energy	to	Entergy	Gulf	States	Louisiana.	The	Arkansas	attorney	general,	the	AEEC,	and	Entergy Arkansas	requests	for	rehearing	of	the	APSC	order	were	denied.	Entergy	Arkansas'	request	for

rehearing	concerned	the	7.61%	before-tax	return	on	rate	base	approved	by	the	APSC,	which	reflects	significant	sources	of	zero-cost	capital	already reflected	in	base	rates.	Entergy	Arkansas	had	requested	a	10.87%	before-tax	return	on	rate	base	reflecting	the	cost	of	the	debt	and	equity	capital resources	available	to	finance	the	Ouachita	plant	acquisition.

On	March	18,	2008	the	Arkansas	attorney	general	and	the	AEEC	filed	a	notice	of	appeal	of	the	December	2007	APSC	order	that	approved recovery	through	a	rider	of	the	capacity	costs	associated	with	the	interim	tolling	agreement.	This	order	also	rejected	various	annual	earnings	review proposals.	The	appellants'	and	appellees'	briefs,	including	Entergy	Arkansas',	have	been	filed	in	the	proceeding.

In	August	2008	the	AEEC	also	filed	a	complaint	at	the	FERC	seeking	a	review	by	the	FERC	of	"Entergy	Corporation's	efforts"	to	acquire	the Ouachita	plant,	alleging	that	the	acquisition	violates	the	System	Agreement	and	the	Federal	Power	Act	and	that	the	plant	should	be	an	"[Entergy Arkansas]	only	resource."	The	AEEC	complaint	also	states	that	it	seeks	clarity	on	whether	Entergy	Arkansas'	termination	of	its	participation	in	the System	Agreement	will	affect	Entergy	Arkansas'	rights	to	the	Ouachita	facility.	 The	APSC,	LPSC,	MPSC,	and	City	Council	have	intervened	in	the proceeding.	In	January	2009	the	FERC	denied	the	AEEC's	complaint.

Entergy	Arkansas	purchased	the	Ouachita	plant	on	September	30,	2008.

# Filings	with	the	PUCT	and	Texas	Cities	(Entergy	Texas)

Entergy	Texas	made	a	rate	filing	in	September	2007	with	the	PUCT	requesting	an	annual	rate	increase	totaling	$107.5	million,	including	a	base	rate increase	of	$64.3	million	and	riders	totaling	$43.2	million.	The	base	rate	increase	request	includes	a	$12.2	million	annual	increase	for	the	storm damage	reserve.	Entergy	Texas	requested	an	11%	return	on	common	equity.	 In	December	2007	the	PUCT	issued	an	order	setting	September	26, 2008	(which	it	subsequently	moved	to	November	27,	2008)	as	the	effective	date	for	the	rate	change	proposed	in	this	matter.	In	May	2008,	Entergy Texas	and	certain	parties	in	the	rate	case	filed	a	non-unanimous	settlement,	but	on	November	5,	2008,	the	PUCT	rejected	the	non-unanimous settlement	and	remanded	the	case	for	further	hearings	on	the	merits	of	the	rate	request.	Entergy	Texas	agreed	to	extend	until	March	16,	2009	the PUCT's	jurisdictional	deadline	to	render	a	decision.

On	December	16,	2008,	Entergy	Texas	filed	a	term	sheet	that	reflected	a	settlement	agreement	that	included	the	PUCT	Staff	and	the	other	active participants	 in	 the	 rate	 case.	On	 December	 19,	 2008,	 the	ALJs	 approved	 Entergy	 Texas'	 request	 to	 implement	 interim	 rates	 reflecting	 the agreement.	The	agreement	includes	a	$46.7	million	base	rate	increase,	among	other	provisions.	Under	the	ALJs'	interim	order,	Entergy	Texas implemented	interim	rates,	subject	to	refund	and	surcharge,	reflecting	the	rates	established	through	the	settlement.	These	rates	became	effective with	bills	rendered	on	and	after	January	28,	2009,	for	usage	on	and	after	December	19,	2008.	In	addition,	the	existing	recovery	mechanism	for incremental	purchased	power	capacity	costs	ceased	as	of	January	28,	2009,	with	purchased	power	capacity	costs	then	subsumed	within	the	base rates	set	in	this	proceeding.	The	settlement	is	subject	to	review	and	approval	by	the	PUCT;	however,	the	interim	rates	will	be	in	effect	until	such time	as	the	PUCT	acts.	Certain	Texas	municipalities	have	exercised	their	original	jurisdiction	and	taken	final	action	to	approve	rates	consistent	with the	interim	rates	approved	by	the	ALJs.

As	discussed in	"Electric	Industry	Restructuring"	 below,	 a	Texas law	 was	 enacted	 in	 June	 2005	 which	 includes	 provisions	 in	 the	Texas legislation	regarding	Entergy	Texas'	ability	to	file	a	general	rate	case	and	to	file	for	recovery	of	transition	to	competition	costs.	As	authorized	by	the legislation,	in	August	2005,	Entergy	Texas	filed	with	the	PUCT	an	application	for	recovery	of	its	transition	to	competition	costs.	Entergy	Texas requested	recovery	of	$189	million	in	transition	to	competition	costs	through	implementation	of	a	15-year	rider.	The	$189	million	represents transition	to	competition	costs	Entergy	Texas	incurred	from	June	1,	1999	through	June	17,	2005	in	preparing	for	competition	in	its	Texas	service area,	including	attendant	AFUDC,	and	all	carrying	costs	projected	to	be	incurred	on	the	transition	to	competition	costs	through

February	28,	2006.	The	$189	million	is	before	any	gross-up	for	taxes	or	carrying	costs	over	the	15-year	recovery	period.	Entergy	Texas	reached	a unanimous	settlement	agreement,	which	the	PUCT	approved	in	June	2006,	on	all	issues	with	the	active	parties	in	the	transition	to	competition	cost recovery	case.	The	agreement	allows	Entergy	Texas	to	recover	$14.5	million	per	year	in	transition	to	competition	costs	over	a	15-year	period. Entergy	Texas	implemented	rates	based	on	this	revenue	level	on	March	1,	2006.	The	formal	settlement	agreement	was	approved	by	the	PUCT	in June	2006.

# Filings	with	the	LPSC

Global	Settlement	(Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana)

In	March	2005,	the	LPSC	approved	a	settlement	proposal	to	resolve	various	dockets	covering	a	range	of	issues	for	Entergy	Gulf	States	Louisiana and	Entergy	Louisiana.	The	settlement	includes	the	establishment	of	a	three-year	formula	rate	plan	for	Entergy	Gulf	States	Louisiana	that,	among other	provisions,	establishes	an	ROE	mid-point	of	10.65%	for	the	initial	three-year	term	of	the	plan	and	permits	Entergy	Gulf	States	Louisiana	to recover	incremental	capacity	costs	outside	of	a	traditional	base	rate	proceeding.	Under	the	formula	rate	plan,	over-	and	under-earnings	outside	an allowed	range	of	9.9%	to	11.4%	will	be	allocated	60%	to	customers	and	40%	to	Entergy	Gulf	States	Louisiana.	Entergy	Gulf	States	Louisiana made	its	initial	formula	rate	plan	filing	in	June	2005.	The	formula	rate	plan	was	subsequently	extended	one	year.	In	addition,	there	is	the	potential to	extend	the	formula	rate	plan	beyond	the	effective	period	by	mutual	agreement	of	the	LPSC	and	Entergy	Gulf	States	Louisiana.

# Retail	Rates	-	Electric

Entergy	Louisiana	made	a	rate	filing	with	the	LPSC	requesting	a	base	rate	increase	in	January	2004.	In	May	2005	the	LPSC	approved	a	settlement that	resulted	in	a	net	$0.8	million	annual	rate	reduction.	The	May	2005	rate	settlement	includes	the	adoption	of	a	three-year	formula	rate	plan,	the terms	of	which	include	an	ROE	mid-point	of	10.25%	for	the	initial	three-year	term	of	the	plan	and	permit	Entergy	Louisiana	to	recover	incremental capacity	costs	outside	of	a	traditional	base	rate	proceeding.	Under	the	formula	rate	plan,	over-	and	under-earnings	outside	an	allowed	regulatory range	of	9.45%	to	11.05%	will	be	allocated	60%	to	customers	and	40%	to	Entergy	Louisiana.	The	initial	formula	rate	plan	filing	was	made	in	May 2006	as	discussed	below.	In	addition,	there	is	the	potential	to	extend	the	formula	rate	plan	beyond	the	initial	three-year	effective	period	by	mutual agreement	of	the	LPSC	and	Entergy	Louisiana.

In	May	2008,	Entergy	Louisiana	made	its	formula	rate	plan	filing	with	the	LPSC	for	the	2007	test	year,	seeking	an	$18.4	million	rate	increase, comprised	of	$12.6	million	of	recovery	of	incremental	and	deferred	capacity	costs	and	$5.8	million	based	on	a	cost	of	service	revenue	deficiency related	 to	continued	 lost	contribution	 to	fixed	costs	associated	with	 the	 loss	of	customers	due	 to	Hurricane	Katrina.	The	filing	 includes	 two alternative	versions	of	the	calculated	revenue	requirement,	one	that	reflects	Entergy	Louisiana's	full	request	for	recovery	of	the	loss	of	fixed	cost contribution	and	the	other	that	reflects	the	anticipated	rate	implementation	in	September	2008,	subject	to	refund,	of	only	a	portion	of	the	full request,	with	the	remainder	deferred,	until	the	lost	fixed	cost	contribution	issue	is	resolved.	Under	the	first	alternative,	Entergy	Louisiana's	earned return	on	common	equity	was	9.44%,	whereas	under	the	other	alternative,	its	earned	return	on	common	equity	was	9.04%.	The	LPSC	staff	and intervenors	issued	their	reports	on	Entergy	Louisiana's	filing	on	July	31,	2008	and,	with	minor	exceptions,	primarily	raised	proposed	disallowance issues	that	were	previously	raised	with	regard	to	Entergy	Louisiana's	May	2007	filing	and	remain	at	issue	in	that	proceeding.	Entergy	Louisiana disagrees	with	 the	majority	of	 the	proposed	adjustments.	In	August	2008,	Entergy	Louisiana	implemented	a	$43.9	million	formula	rate	plan decrease	to	remove	interim	storm	cost	recovery	and	to	reduce	the	storm	damage	accrual.	Entergy	Louisiana	then	implemented	a	$16.9	million formula	rate	plan	 increase,	subject	 to	refund,	effective	 the	first	billing	cycle	 in	September	2008,	comprised	of	$12.6	million	of	recovery	of incremental	and	deferred	capacity	costs	and	$4.3	million	based	on	a	cost	of	service	deficiency.	A	procedural	schedule	has	not	been	established	yet for	further	consideration	of	the	issues	raised	regarding	the	formula	rate	plan	filing.

In	May	2007,	Entergy	Louisiana	made	its	formula	rate	plan	filing	with	the	LPSC	for	the	2006	test	year,	indicating	a	7.6%	earned	return	on common	equity.	That	filing	included	Entergy	Louisiana's	request	to	recover	$39.8	million	in	unrecovered	fixed	costs	associated	with	the	loss	of customers	that	resulted	from	Hurricane	Katrina,	a	request	that	was	recently	reduced	to	$31.7	million.	In	September	2007,	Entergy	Louisiana modified	its	formula	rate	plan	filing	to	reflect	its	implementation	of	certain	adjustments	proposed	by	the	LPSC	Staff	in	its	review	of	Entergy Louisiana's	original	filing	with	which	Entergy	Louisiana	agreed,	and	to	reflect	its	implementation	of	an	$18.4	million	annual	formula	rate	plan increase	comprised	of	(1)	a	$23.8	million	increase	representing	60%	of	Entergy	Louisiana's	revenue	deficiency,	and	(2)	a	$5.4	million	decrease	for reduced	incremental	and	deferred	capacity	costs.	The	LPSC	authorized	Entergy	Louisiana	to	defer	for	accounting	purposes	the	difference	between its	$39.8	million	claim,	now	at	$31.7	million,	for	unrecovered	fixed	cost	and	60%	of	the	revenue	deficiency	to	preserve	Entergy	Louisiana's	right	to pursue	that	claim	in	full	during	the	formula	rate	plan	proceeding.	In	October	2007,	Entergy	Louisiana	implemented	a	$7.1	million	formula	rate plan	decrease	that	was	due	primarily	to	the	reclassification	of	certain	franchise	fees	from	base	rates	to	collection	via	a	line	item	on	customer	bills pursuant	to	an	LPSC	Order.	The	LPSC	staff	and	intervenors	have	recommended	disallowance	of	certain	costs	included	in	Entergy	Louisiana's filing.	Entergy	 Louisiana	 disagrees	 with	 the	 majority	 of	 the	 proposed	 disallowances	 and	 a	 hearing	 on	 the	 disputed	 issues	 was	 held	 in	 late- September/early-October	2008.	Post-hearing	briefing	concluded	in	mid-December	2008.

In	May	2006,	Entergy	Louisiana	made	its	formula	rate	plan	filing	with	the	LPSC	for	the	2005	test	year.	Entergy	Louisiana	modified	the	filing	in August	2006	to	reflect	a	9.45%	return	on	equity	which	is	within	the	allowed	bandwidth.	The	modified	filing	includes	an	increase	of	$24.2	million for	interim	recovery	of	storm	costs	from	Hurricanes	Katrina	and	Rita	and	a	$119.2	million	rate	increase	to	recover	LPSC-approved	incremental deferred	and	ongoing	capacity	costs.	The	filing	requested	recovery	of	approximately	$50	million	for	the	amortization	of	capacity	deferrals	over	a three-year	period,	including	carrying	charges,	and	approximately	$70	million	for	ongoing	capacity	costs.	The	increase	was	implemented,	subject	to refund,	with	the	first	billing	cycle	of	September	2006.	Entergy	Louisiana	subsequently	updated	its	formula	rate	plan	rider	to	reflect	adjustments proposed	by	the	LPSC	Staff	with	which	it	agrees.	The	adjusted	return	on	equity	of	9.56%	remains	within	the	allowed	bandwidth.	Ongoing	and deferred	incremental	capacity	costs	were	reduced	to	$118.7	million.	The	updated	formula	rate	plan	rider	was	implemented,	subject	to	refund,	with the	first	billing	cycle	of	October	2006.	An	uncontested	stipulated	settlement	was	filed	in	February	2008	that	will	leave	the	current	base	rates	in place,	and	the	LPSC	approved	the	settlement	in	March	2008.	In	the	settlement	Entergy	Louisiana	agreed	to	credit	customers	$7.2	million,	plus	$0.7 million	of	interest,	for	customer	contributions	to	the	Central	States	Compact	in	Nebraska	that	was	never	completed	and	agreed	to	a	one-time	$2.6 million	deduction	from	the	deferred	capacity	cost	balance.	The	credit,	for	which	Entergy	Louisiana	had	previously	recorded	a	provision,	was	made in	May	2008.

In	May	2008,	Entergy	Gulf	States	Louisiana	made	its	formula	rate	plan	filing	with	the	LPSC	for	the	2007	test	year.	The	filing	reflected	a	9.26% return	on	common	equity,	which	is	below	the	allowed	earnings	bandwidth,	and	indicated	a	$5.4	million	revenue	deficiency,	offset	by	a	$4.1	million decrease	in	required	additional	capacity	costs.	Entergy	Gulf	States	Louisiana	implemented	a	$20.7	million	formula	rate	plan	decrease,	subject	to refund,	effective	the	first	billing	cycle	in	September	2008.	The	decrease	includes	removal	of	interim	storm	cost	recovery	and	a	reduction	in	the storm	damage	accrual.	Entergy	Gulf	States	Louisiana	then	implemented	a	$16.0	million	formula	rate	plan	increase,	subject	to	refund,	effective	the first	billing	cycle	in	October	2008	to	collect	previously	deferred	and	ongoing	costs	associated	with	LPSC	approved	additional	capacity,	including the	Ouachita	power	plant.	In	November	2008	Entergy	Gulf	States	Louisiana	filed	to	implement	an	additional	increase	of	$9.3	million	to	recover	the costs	of	a	new	purchased	power	agreement.	Consideration	of	the	formula	rate	plan	filing	is	pending.

In	May	2007,	Entergy	Gulf	States	Louisiana	made	its	formula	rate	plan	filing	with	the	LPSC	for	the	2006	test	year.	The	filing	reflected	a	10.0% return	on	common	equity,	which	is	within	the	allowed	earnings	bandwidth,	and	an	anticipated	formula	rate	plan	decrease	of	$23	million

annually	attributable	to	adjustments	outside	of	the	formula	rate	plan	sharing	mechanism	related	to	capacity	costs	and	the	anticipated	securitization of	storm	costs	related	to	Hurricane	Katrina	and	Hurricane	Rita	and	the	securitization	of	a	storm	reserve.	In	September	2007,	Entergy	Gulf	States Louisiana	modified	the	formula	rate	plan	filing	to	reflect	a	10.07%	return	on	common	equity,	which	is	still	within	the	allowed	bandwidth.	The modified	filing	also	reflected	 implementation	of	a	$4.1	million	rate	 increase,	subject	 to	refund,	attributable	 to	recovery	of	additional	LPSC- approved	 incremental	 deferred	 and	 ongoing	 capacity	 costs.	The	rate	decrease	anticipated	 in	 the	original	filing	did	not	occur	because	of	 the additional	capacity	costs	approved	by	the	LPSC,	and	because	securitization	of	storm	costs	associated	with	Hurricane	Katrina	and	Hurricane	Rita and	the	establishment	of	a	storm	reserve	had	not	yet	occurred.	In	October	2007,	Entergy	Gulf	States	Louisiana	implemented	a	$16.4	million formula	rate	plan	decrease	that	is	due	to	the	reclassification	of	certain	franchise	fees	from	base	rates	to	collection	via	a	line	item	on	customer	bills pursuant	to	an	LPSC	order.	The	LPSC	staff	issued	its	final	report	in	December	2007,	indicating	a	$1.6	million	decrease	in	formula	rate	plan revenues	for	which	interim	rates	were	already	in	effect.	In	addition,	the	LPSC	staff	recommended	that	the	LPSC	give	a	one-year	extension	of Entergy	Gulf	States	Louisiana's	formula	rate	plan	to	synchronize	with	the	final	year	of	Entergy	Louisiana's	formula	rate	plan,	or	alternatively,	to extend	the	formula	rate	plan	for	a	longer	period.	Entergy	Gulf	States	Louisiana	indicated	it	is	amenable	to	a	one-year	extension.	An	uncontested stipulated	settlement	was	filed	in	February	2008	that	will	leave	the	current	base	rates	in	place	and	extend	the	formula	rate	plan	for	one	year,	and	the LPSC	approved	the	settlement	in	March	2008.

In	May	2006,	Entergy	Gulf	States	Louisiana	made	its	formula	rate	plan	filing	with	the	LPSC	for	the	2005	test	year.	Entergy	Gulf	States	Louisiana modified	the	filing	in	August	2006	to	reflect	an	11.1%	return	on	common	equity	which	is	within	the	allowed	bandwidth.	The	modified	filing includes	a	formula	rate	plan	increase	of	$17.2	million	annually	that	provides	for	1)	interim	recovery	of	$10.5	million	of	storm	costs	from	Hurricane Katrina	and	Hurricane	Rita	and	2)	recovery	of	$6.7	million	of	LPSC-approved	incremental	deferred	and	ongoing	capacity	costs.	The	increase	was implemented	with	the	first	billing	cycle	of	September	2006.	In	May	2007	the	LPSC	approved	a	settlement	between	Entergy	Gulf	States	Louisiana and	the	LPSC	staff,	affirming	the	rates	that	were	implemented	in	September	2006.

In	June	2005,	Entergy	Gulf	States	Louisiana	made	its	formula	rate	plan	filing	with	the	LPSC	for	the	test	year	ending	December	31,	2004.	In	March 2006,	the	LPSC	approved	an	uncontested	stipulated	settlement	that	included	a	revenue	requirement	increase	of	$36.8	million,	including	increases related	to	the	formula	rate	plan	2004	test	year	revenue	requirement	and	the	capacity	costs	associated	with	the	purchase	of	power	from	the	Perryville power	plant.

# Retail	Rates	-	Gas	(Entergy	Gulf	States	Louisiana)

In	January	2009,	Entergy	Gulf	States	Louisiana	filed	with	the	LPSC	its	gas	rate	stabilization	plan	for	the	test	year	ending	September	30,	2008.		The filing	showed	a	revenue	deficiency	of	$530	thousand	based	on	a	return	on	common	equity	mid-point	of	10.5%.

In	January	2008,	Entergy	Gulf	States	Louisiana	filed	with	the	LPSC	its	gas	rate	stabilization	plan	for	the	test	year	ending	September	30,	2007.		The filing	showed	a	revenue	deficiency	of	$3.7	million	based	on	a	return	on	common	equity	mid-point	of	10.5%.	Entergy	Gulf	States	Louisiana implemented	a	$3.4	million	rate	increase	in	April	2008	pursuant	to	an	uncontested	agreement	with	the	LPSC	staff.

In	January	2007,	Entergy	Gulf	States	Louisiana	filed	with	the	LPSC	its	gas	rate	stabilization	plan	for	the	test	year	ending	September	30,	2006.		The filing	showed	a	revenue	deficiency	of	$3.5	million	based	on	a	return	on	common	equity	mid-point	of	10.5%.		In	March	2007,	Entergy	Gulf	States Louisiana	filed	a	set	of	rate	and	rider	schedules	that	reflected	all	proposed	LPSC	staff	adjustments	and	implemented	a	$2.4	million	base	rate increase	effective	with	the	first	billing	cycle	of	April	2007	pursuant	to	the	rate	stabilization	plan.

In	January	2006,	Entergy	Gulf	States	Louisiana	filed	with	the	LPSC	its	gas	rate	stabilization	plan.	The	filing	showed	a	revenue	deficiency	of	$4.1 million	based	on	an	ROE	mid-point	of	10.5%.	In	May	2006,	Entergy	Gulf	States	Louisiana	implemented	a	$3.5	million	rate	increase	pursuant	to	an uncontested	agreement	with	the	LPSC	Staff.

In	June	2005,	the	LPSC	unanimously	approved	Entergy	Gulf	States	Louisiana's	proposed	settlement	that	included	a	$5.8	million	gas	base	rate increase	effective	the	first	billing	cycle	of	July	2005	and	a	rate	stabilization	plan	with	an	ROE	mid-point	of	10.5%.

# Filings	with	the	MPSC	(Entergy	Mississippi)

# Formula	Rate	Plan	Filings

In	March	2007,	Entergy	Mississippi	made	its	annual	scheduled	formula	rate	plan	filing	for	the	2006	test	year	with	the	MPSC.	The	filing	showed that	an	increase	of	$12.9	million	in	annual	electric	revenues	is	warranted.		In	June	2007	the	MPSC	approved	a	joint	stipulation	between	Entergy Mississippi	and	the	Mississippi	Public	Utilities	staff	that	provides	for	a	$10.5	million	rate	increase,	which	was	effective	beginning	with	July	2007 billings.

In	March	2006,	Entergy	Mississippi	made	its	annual	scheduled	formula	rate	plan	filing	with	the	MPSC.		The	filing	was	amended	by	an	April	2006 filing.		The	amended	filing	showed	that	an	increase	of	$3.1	million	in	electric	revenues	is	warranted.		The	MPSC	approved	a	settlement	providing for	a	$1.8	million	rate	increase,	which	was	implemented	in	August	2006.

# Filings	with	the	City	Council	(Entergy	New	Orleans)

# Formula	Rate	Plans	and	Storm-related	Riders

In	June	2006,	Entergy	New	Orleans	made	its	annual	formula	rate	plan	filings	with	the	City	Council.		The	filings	presented	various	alternatives	to reflect	the	effect	of	Entergy	New	Orleans'	lost	customers	and	decreased	revenue	following	Hurricane	Katrina.	The	alternative	that	Entergy	New Orleans	recommended	adjusts	for	lost	customers	and	assumes	that	the	City	Council's	June	2006	decision	to	allow	recovery	of	all	Grand	Gulf	costs through	 the	fuel	adjustment	clause	stays	 in	place	during	 the	rate-effective	period	(a	significant	portion	of	Grand	Gulf	costs	was	previously recovered	through	base	rates).

At	the	same	time	as	it	made	its	formula	rate	plan	filings,	Entergy	New	Orleans	also	filed	with	the	City	Council	a	request	to	implement	two	storm- related	riders.	With	the	first	rider,	Entergy	New	Orleans	sought	to	recover	the	electric	and	gas	restoration	costs	that	it	had	actually	spent	through March	31,	2006.	Entergy	New	Orleans	also	proposed	semiannual	filings	to	update	the	rider	for	additional	restoration	spending	and	also	to	consider the	receipt	of	CDBG	funds	or	insurance	proceeds	that	it	may	receive.	With	the	second	rider,	Entergy	New	Orleans	sought	to	establish	a	storm reserve	to	provide	for	the	risk	of	another	storm.

In	October	2006,	the	City	Council	approved	a	settlement	agreement	that	resolved	Entergy	New	Orleans'	rate	and	storm-related	rider	filings	by providing	for	phased-in	rate	increases,	while	taking	into	account	with	respect	to	storm	restoration	costs	the	anticipated	receipt	of	CDBG	funding	as recommended	by	the	Louisiana	Recovery	Authority.	The	settlement	provided	for	a	0%	increase	in	electric	base	rates	through	December	2007,	with a	$3.9	million	increase	implemented	in	January	2008.	Recovery	of	all	Grand	Gulf	costs	through	the	fuel	adjustment

clause	was	continued.	Gas	base	rates	increased	by	$4.75	million	in	November	2006	and	increased	by	additional	$1.5	million	in	March	2007	and	an additional	$4.75	million	in	November	2007.	The	settlement	called	for	Entergy	New	Orleans	to	file	a	base	rate	case	by	July	31,	2008,	which	it	has done	as	discussed	below.	The	settlement	agreement	discontinued	the	formula	rate	plan	and	the	generation	performance-based	plan	but	permits Entergy	New	Orleans	to	file	an	application	to	seek	authority	to	implement	formula	rate	plan	mechanisms	no	sooner	than	six	months	following	the effective	date	of	the	implementation	of	the	base	rates	resulting	from	the	July	31,	2008	base	rate	case.	Any	storm	costs	in	excess	of	CDBG	funding and	insurance	proceeds	will	be	addressed	in	that	base	rate	case.	The	settlement	also	authorized	a	$75	million	storm	reserve	for	damage	from	future storms,	which	will	be	created	over	a	ten-year	period	through	a	storm	reserve	rider	beginning	in	March	2007.	These	storm	reserve	funds	will	be	held in	a	restricted	escrow	account.

In	January	2008,	Entergy	New	Orleans	voluntarily	implemented	a	6.15%	base	rate	credit	(the	recovery	credit)	for	electric	customers,	which returned	approximately	$11.3	million	to	electric	customers	in	2008.	Entergy	New	Orleans	was	able	to	implement	this	credit	because	during	2007 the	recovery	of	New	Orleans	after	Hurricane	Katrina	was	occurring	faster	than	expected	in	2006	projections.	In	addition,	Entergy	New	Orleans committed	to	set	aside	$2.5	million	for	an	energy	efficiency	program	focused	on	community	education	and	outreach	and	weatherization	of	homes.

On	July	31,	2008,	Entergy	New	Orleans	filed	an	electric	and	gas	base	rate	case	with	the	City	Council.	The	filing	requests	an	11.75%	return	on common	equity.	On	November	13,	2008,	Entergy	New	Orleans	amended	its	rate	filing	to	incorporate	storm	reserve	treatment	inadvertently	omitted from	the	pro	forma	test	year.	The	amended	filing	calls	for	an	$18.2	million	electric	rate	reduction,	which	includes	keeping	the	recovery	credit	in

effect,	as	well	as	realigning	recovery	of	approximately	$12.3	million	of	capacity	costs	from	the	fuel	adjustment	clause	to	electric	base	rates.	The amended	filing	also	calls	for	an	$8.4	million	increase	in	gas	base	rates	to	fund	ongoing	operations.	This	request	is	unrelated	to	the	ongoing	rebuild of	Entergy	New	Orleans'	natural	gas	system.	On	January	16,	2009,	the	City	Council	Advisors	filed	rebuttal	testimony	calling	for	rate	reductions	of approximately	$31	million	for	electric	operations	and	$4.8	million	for	gas	operations.	The	procedural	schedule	calls	for	a	hearing	on	the	filing	to commence	in	April	2009	with	a	decision	by	the	City	Council	on	or	before	May	15,	2009.

# Fuel	Adjustment	Clause	Litigation

In	April	1999,	a	group	of	ratepayers	filed	a	complaint	against	Entergy	New	Orleans,	Entergy	Corporation,	Entergy	Services,	and	Entergy	Power	in state	court	in	Orleans	Parish	purportedly	on	behalf	of	all	Entergy	New	Orleans	ratepayers.	The	plaintiffs	seek	treble	damages	for	alleged	injuries arising	from	the	defendants'	alleged	violations	of	Louisiana's	antitrust	laws	in	connection	with	certain	costs	passed	on	to	ratepayers	in	Entergy	New Orleans'	fuel	adjustment	filings	with	the	City	Council.	In	particular,	plaintiffs	allege	that	Entergy	New	Orleans	improperly	included	certain	costs	in the	calculation	of	fuel	charges	and	 that	Entergy	New	Orleans	 imprudently	purchased	high-cost	fuel	or	energy	from	other	Entergy	affiliates. Plaintiffs	allege	that	Entergy	New	Orleans	and	the	other	defendant	Entergy	companies	conspired	to	make	these	purchases	to	the	detriment	of Entergy	New	Orleans'	ratepayers	and	to	the	benefit	of	Entergy's	shareholders,	in	violation	of	Louisiana's	antitrust	laws.	Plaintiffs	also	seek	to recover	interest	and	attorneys'	fees.	Entergy	filed	exceptions	to	the	plaintiffs'	allegations,	asserting,	among	other	things,	that	jurisdiction	over	these issues	rests	with	the	City	Council	and	the	FERC.	In	March	2004,	the	plaintiffs	supplemented	and	amended	their	petition.	If	necessary,	at	the appropriate	time,	Entergy	will	also	raise	its	defenses	to	the	antitrust	claims.	The	suit	in	state	court	was	stayed	by	stipulation	of	the	parties	and	order of	the	court	pending	review	of	the	decision	by	the	City	Council	in	the	proceeding	discussed	in	the	next	paragraph.	Subsequent	to	Entergy	New Orleans'	filing	of	a	bankruptcy	petition	in	September	2005	in	the	Eastern	District	of	Louisiana,	Entergy	New	Orleans	filed	a	notice	removing	the class	action	lawsuit	from	the	Civil	District	Court	to	the	U.S.	District	Court	for	the	Eastern	District	of	Louisiana.

Plaintiffs	also	filed	a	corresponding	complaint	with	the	City	Council	in	order	to	initiate	a	review	by	the	City	Council	of	the	plaintiffs'	allegations and	to	force	restitution	to	ratepayers	of	all	costs	they	allege	were	improperly	and	imprudently	included	in	the	fuel	adjustment	filings.	Testimony was	filed	on	behalf	of	the	plaintiffs	in	this	proceeding	asserting,	among	other	things,	that	Entergy	New	Orleans	and	other	defendants	have	engaged in	fuel	procurement	and	power	purchasing	practices	and	included	costs	in	Entergy	New	Orleans'	fuel	adjustment	that	could	have

resulted	in	Entergy	New	Orleans	customers	being	overcharged	by	more	than	$100	million	over	a	period	of	years.	Hearings	were	held	in	February and	March	2002.	In	February	2004,	the	City	Council	approved	a	resolution	that	resulted	in	a	refund	to	customers	of	$11.3	million,	including interest,	during	the	months	of	June	through	September	2004.	In	May	2005	the	Civil	District	Court	for	the	Parish	of	Orleans	affirmed	the	City Council	resolution,	finding	no	support	for	the	plaintiffs'	claim	that	the	refund	amount	should	be	higher.	In	June	2005,	the	plaintiffs	appealed	the Civil	District	Court	decision	to	the	Louisiana	Fourth	Circuit	Court	of	Appeal.	On	February	25,	2008,	the	Fourth	Circuit	Court	of	Appeal	issued	a decision	affirming	in	part,	and	reversing	in	part,	the	Civil	District	Court's	decision.		Although	the	Fourth	Circuit	Court	of	Appeal	did	not	reverse any	of	the	substantive	findings	and	conclusions	of	the	City	Council	or	the	Civil	District	Court,	the	Fourth	Circuit	found	that	the	amount	of	the refund	was	arbitrary	and	capricious	and	increased	the	amount	of	the	refund	to	$34.3	million.		Entergy	New	Orleans	believes	that	the	increase	in	the refund	ordered	by	the	Fourth	Circuit	is	not	justified.	Entergy	New	Orleans,	the	City	Council,	and	the	plaintiffs	requested	rehearing,	and	in	April 2008,	the	Fourth	Circuit	granted	the	plaintiffs'	request	for	rehearing.	In	addition	to	changing	the	basis	for	the	court's	decision	in	the	manner requested	by	the	plaintiffs,	the	court	also	granted	the	plaintiffs'	request	that	it	provide	for	interest	on	the	refund	amount.	The	court	denied	the motions	for	rehearing	filed	by	the	City	Council	and	Entergy	New	Orleans.	In	May	2008,	Entergy	New	Orleans	and	the	City	Council	filed	with	the Louisiana	Supreme	Court	applications	for	a	writ	of	certiorari	seeking,	among	other	things,	reversal	of	the	Fourth	Circuit	decision.	The	Louisiana Supreme	Court	granted	these	writ	applications	in	October	2008	and	will	review	the	Fourth	Circuit's	decision.	Oral	argument	before	the	Louisiana Supreme	Court	was	held	on	January	22,	2009.

In	the	Entergy	New	Orleans	bankruptcy	proceeding,	the	named	plaintiffs	in	the	Entergy	New	Orleans	fuel	clause	lawsuit,	together	with	the	named plaintiffs	in	the	Entergy	New	Orleans	rate	of	return	lawsuit,	filed	a	Complaint	for	Declaratory	Judgment	asking	the	court	to	declare	that	Entergy New	Orleans,	Entergy	Corporation,	and	Entergy	Services	are	a	single	business	enterprise,	and,	as	such,	are	liable	in	solido	with	Entergy	New Orleans	for	any	claims	asserted	in	the	Entergy	New	Orleans	fuel	adjustment	clause	lawsuit	and	the	Entergy	New	Orleans	rate	of	return	lawsuit, and,	alternatively,	that	the	automatic	stay	be	lifted	to	permit	the	movants	to	pursue	the	same	relief	in	state	court.		The	bankruptcy	court	dismissed the	action	on	April	26,	2006.	The	matter	was	appealed	to	the	U.S.	District	Court	for	the	Eastern	District	of	Louisiana,	and	the	district	court affirmed	the	dismissal	in	October	2006,	but	on	different	grounds,	concluding	that	the	lawsuit	was	premature.	In	Entergy	New	Orleans'	plan	of reorganization	that	was	confirmed	by	the	bankruptcy	court	in	May	2007,	the	plaintiffs'	claims	are	treated	as	unimpaired	"Litigation	Claims,"	which will	"ride	through"	the	bankruptcy	proceeding,	with	any	legal,	equitable	and	contractual	rights	to	which	the	plaintiffs'	Litigation	Claim	entitles	the plaintiffs	unaltered	by	the	plan	of	reorganization.

Upon	confirmation	in	May	2007	of	Entergy	New	Orleans'	plan	of	reorganization,	the	automatic	bankruptcy	stay	of	the	state	court	class	action lawsuit	was	lifted.	The	stay	ordered	by	the	state	court	that	was	agreed	upon	by	the	parties	(pending	completion	of	the	review	of	the	decision	by	the City	Council),	however,	remains	in	place.	In	September	2007	the	plaintiffs	moved	to	lift	or	modify	that	stay	so	that	the	lawsuit	could	proceed	in full	or,	alternatively,	could	proceed	against	the	defendants	other	than	Entergy	New	Orleans.	The	defendants	opposed	the	motion,	arguing	that exhaustion	of	review	of	the	City	Council	decision	is	required	before	the	class	action	lawsuit	could	or	should	proceed.	At	the	hearing	on	the plaintiffs'	motion	to	lift	or	modify	the	stay,	the	court	inquired	as	to	whether	it	retained	jurisdiction	over	the	matter	after	confirmation	of	Entergy New	Orleans'	bankruptcy	plan	or	whether	it	should	equitably	remand	the	case	to	Civil	District	Court.	The	court	ordered	the	parties	to	brief	this issue,	which	would	be	decided	together	with	the	plaintiffs'	motion	to	lift	or	modify	the	stay.	On	February	13,	2008,	the	federal	court	held	that	it would	exercise	its	discretion	to	equitably	remand	the	matter	to	the	Orleans	Parish	Civil	District	Court.	It	did	not	rule	on	the	motion	to	lift	or	modify the	stay	and	deferred	such	ruling	to	the	state	court.

# Electric	Industry	Restructuring	(Entergy	Texas)

In	June	2005,	a	Texas	law	was	enacted	which	provides	that:

Entergy	Gulf	States,	Inc.	was	authorized	by	law	to	proceed	with	a	jurisdictional	separation	into	two	vertically	integrated	utilities,	one	subject to	the	sole	retail	jurisdiction	of	the	LPSC	and	one	subject	to	the	sole	retail	jurisdiction	of	the	PUCT;

the	portions	of	all	prior	PUCT	orders	requiring	Entergy	Texas	to	comply	with	any	provisions	of	Texas	law	governing	transition	to	retail competition	are	void;

Entergy	Texas	had	to	file	a	plan	by	January	1,	2006,	identifying	the	power	region(s)	to	be	considered	for	certification	and	the	steps	and schedule	to	achieve	certification	(additional	discussion	below);

Entergy	Texas	had	to	file	a	transition	to	competition	plan	no	later	than	January	1,	2007	(additional	discussion	below),	that	addressed	how Entergy	Texas	intended	to	mitigate	market	power	and	achieve	full	customer	choice,	including	potential	construction	of	additional transmission	facilities,	generation	auctions,	generation	capacity	divestiture,	reinstatement	of	a	customer	choice	pilot	project,	establishment	of a	price	to	beat,	and	other	measures;

Entergy	Texas'	rates	are	subject	to	cost-of-service	regulation	until	retail	customer	choice	is	implemented;

Entergy	Texas	could	not	file	a	general	base	rate	case	before	June	30,	2007,	with	rates	to	be	effective	no	earlier	than	June	30,	2008,	but	could seek	before	then	the	recovery	of	certain	incremental	purchased	power	capacity	costs,	adjusted	for	load	growth,	not	in	excess	of	five	percent of	its	annual	base	rate	revenues	(as	discussed	above	in	"Deferred	Fuel	Costs,"	in	December	2005	Entergy	Texas	implemented	a	PUCT- approved	annual	incremental	purchased	capacity	recovery	rider);	and

Entergy	Texas	may	recover	over	a	period	not	to	exceed	15	years	reasonable	and	necessary	transition	to	competition	costs	incurred	before	the effective	date	of	the	legislation	and	not	previously	recovered,	with	appropriate	carrying	charges	(as	discussed	above	in	"Filings	with	the PUCT	and	Texas	Cities,"	in	March	2006,	Entergy	Texas	implemented	PUCT-approved	rates	for	recovery	of	its	transition	to	competition costs).

Entergy	Texas	made	the	January	2006	filing	regarding	the	identification	of	power	region(s)	required	by	the	2005	legislation	and,	based	on	the statutory	requirements	for	the	certification	of	a	qualified	power	region	(QPR),	previous	PUCT	rulings,	and	Entergy	Texas'	geographical	location, Entergy	Texas	identified	three	potential	power	regions:

1.	 Electric	Reliability	Council	of	Texas	(ERCOT)	as	the	power	region	and	Independent	Organization	(IO);

2.	 Southwest	Power	Pool	(SPP)	as	the	power	region	and	IO;	and

3. the	Entergy	market	as	the	power	region	and	the	Independent	Coordinator	of	Transmission	(ICT)	as	the	IO.

Based	on	previous	rulings	of	the	PUCT,	and	absent	reconsideration	of	those	rulings,	Entergy	Texas	indicated	that	the	third	alternative,	an	ICT operating	in	Entergy's	market	area,	is	not	likely	to	be	a	viable	QPR	alternative	at	this	time.	Accordingly,	while	noting	this	alternative,	Entergy Texas'	January	2006	filing	focused	on	the	first	two	alternatives,	which	were	expected	to	meet	the	statutory	requirements	for	certification	so	long	as certain	key	implementation	issues	could	be	resolved.	Entergy	Texas'	filing	enumerated	and	discussed	the	corresponding	steps	and	included	a	high- level	schedule	associated	with	certifying	either	of	these	two	power	regions.

In	the	January	2006	filing,	Entergy	Texas	did	not	make	a	recommendation	between	ERCOT	and	the	SPP	as	a	power	region.	Rather,	the	filing discussed	the	major	issues	that	must	be	resolved	for	either	of	those	alternatives	to	be	implemented.	In	the	case	of	ERCOT,	the	major	issue	was	the cost	and	time	related	to	the	construction	of	facilities	to	interconnect	Entergy	Texas'	operations	with	ERCOT,	while	addressing	the	interest	of Entergy	Texas'	retail	customers	and	certain	wholesale	customers	in	access	to	generation	outside	of	Texas.	 With	respect	to	the	SPP,	the	major	issue was	the	development	of	protocols	that	would	ultimately	be	necessary	to	implement	retail	open	access.	Entergy	Texas	recommended	that	the	PUCT open	 a	 project	 for	 the	 purpose	 of	 involving	 stakeholders	 in	 the	 selection	 of	 the	 single	 power	 region	 that	 Entergy	Texas	 should	 request	 for certification.	In	August	2006,	the	PUCT	staff	recommended	that	Entergy	Texas	be	required	to	provide	additional

information	on	both	the	ERCOT	option	and	the	SPP	option.	The	PUCT	accepted	the	PUCT	staff's	recommendation	and	stated	the	need	for	a "robust	record"	to	make	a	decision	on	the	applicable	power	region.

As	required	by	the	June	2005	legislation,	Entergy	Texas	filed	its	proposed	transition	to	competition	plan	in	December	2006.	The	plan	provided	that to	achieve	full	customer	choice,	Entergy	Texas	should	join	ERCOT	because	ERCOT	already	has	all	of	the	prerequisites	for	retail	choice.	Pursuant to	PUCT	order,	in	June	2007	Entergy	Texas	filed	a	restatement	of	the	plan,	in	which	Entergy	Texas	requested	that	the	PUCT	approve	a	"Financial Stability	Provision"	that	was	designed	to	ensure	that	Entergy	Texas'	proposed	integration	with	ERCOT	will	not,	during	the	necessary	construction period,	cause	deterioration	of	its	credit	quality	and	financial	strength.	The	June	2007	filing	also	proposed	a	rule	making	process	to	implement	the Financial	Stability	Provision	and	to	consider	the	construction	and	ownership	of	necessary	ERCOT	integration	facilities	by	third	parties.	The	filing also	eliminated	from	the	plan	certain	provisions	whereby	Entergy	Texas	had	the	ability	in	its	sole	discretion	to	cease	pursuit	of	the	plan.	Under Entergy	Texas'	plan	as	of	the	summer	2007,	retail	open	access	could	commence	as	early	as	2013,	although	that	is	unlikely	given	the	PUCT's decision	 described	 below.	Entergy	Texas'	plan	included	an	estimate	that	direct	construction	costs	for	facilities	to	interconnect	Entergy	Texas' operations	with	ERCOT	could	be	approximately	$1	billion.	PUCT	hearings	on	Entergy	Texas'	plan	were	completed	in	July	2007.	In	October	2007, the	PUCT	abated	the	proceeding	to	allow	the	SPP	to	develop	additional	information	about	the	costs	and	benefits	of	Entergy	Texas	joining	the	SPP similar	to	information	presented	regarding	Entergy	Texas	joining	ERCOT.	In	a	November	2007	order	clarifying	its	order	that	abated	the	docket,	the PUCT	approved	the	SPP's	work	plan	and	ordered	Entergy	Texas	to	provide	an	updated	analysis	of	the	costs	and	benefits	of	remaining	in	the	SERC Reliability	Corporation.	In	May	2008,	the	PUCT	also	issued	an	order	that	required	ERCOT	to	update	its	2006	study	regarding	the	cost	to	integrate Entergy	Texas	into	ERCOT.

In	December	2008,	Entergy	Texas,	ERCOT	and	SPP	filed	their	updated	studies	with	the	PUCT	and,	at	the	PUCT's	January	14,	2009,	Open Meeting,	briefed	 the	PUCT	on	 these	studies.	The	PUCT	then	directed	Entergy	Texas	to	file,	on	February	27,	2009,	an	updated	transition	to competition	 plan.	The	purpose	of	this	updated	plan	would	be	to	take	into	account	the	studies	filed	in	December	2008	and	thereby	update	the Entergy	Texas	transition	to	competition	plan.	On	February	26,	2009,	however,	ERCOT	filed	a	letter	with	the	PUCT	stating	that	it	had	discovered errors	in	its	December	2008	study	and,	therefore,	it	would	need	to	revise	and	re-file	its	study	at	a	later	date.	An	accurate	study	from	ERCOT	is essential	to	the	completion	of	Entergy	Texas'	updated	transition	to	competition	plan.	Based	on	this	development,	Entergy	Texas,	on	February	26, 2009,	filed	a	motion	to	postpone	the	February	27	updated	plan	filing	date,	noting	that	the	updated	plan	relies	in	significant	part	on	ERCOT's	study.

# Interruptible	Load	Proceeding	(Entergy	Louisiana)

In	April	2007	the	U.S.	Court	of	Appeals	for	the	D.C.	Circuit	issued	its	opinion	in	the	LPSC's	appeal	of	the	FERC's	March	2004	and	April	2005 orders	related	to	the	treatment	under	the	System	Agreement	of	the	Utility	operating	companies'	interruptible	loads.		In	its	opinion,	the	D.C.	Circuit concluded	 that	 the	 FERC	 (1)	 acted	 arbitrarily	 and	 capriciously	 by	 allowing	 the	 Utility	 operating	 companies	 to	 phase-in	 the	 effects	 of	 the elimination	of	the	interruptible	load	over	a	12-month	period	of	time;	(2)	failed	to	adequately	explain	why	refunds	could	not	be	ordered	under Section	206(c)	of	the	Federal	Power	Act;	and	(3)	exercised	appropriately	its	discretion	to	defer	addressing	the	cost	of	sulfur	dioxide	allowances until	a	later	time.		The	D.C.	Circuit	remanded	the	matter	to	the	FERC	for	a	more	considered	determination	on	the	issue	of	refunds.	The	FERC

issued	its	order	on	remand	in	September	2007,	in	which	it	directs	Entergy	to	make	a	compliance	filing	removing	all	interruptible	load	from	the computation	of	peak	load	responsibility	commencing	April	1,	2004	and	to	issue	any	necessary	refunds	to	reflect	this	change.	In	addition,	the	order directs	the	Utility	operating	companies	to	make	refunds	for	the	period	May	1995	through	July	1996.	Entergy,	the	APSC,	the	MPSC,	and	the	City Council	requested	rehearing	of	the	FERC's	order	on	remand.	The	FERC	granted	the	Utility	operating	companies'	request	to	delay	the	payment	of refunds	for	the	period	May	1995	through	July	1996	until	30	days	following	a	FERC	order	on	rehearing.	The	FERC	issued	in	September	2008	an order	denying	rehearing.	The	refunds	were	made	by	the	Utility	operating	companies	that	owed	refunds	to	the	Utility	operating	companies	that	were due	a	refund	on	October	15,	2008.	The	APSC	and	the	Utility	operating	companies	appealed	the	FERC	decisions	to	the	D.C.	Circuit.	The	procedural schedule	calls	for	briefing	during	the	first	half	of	2009.	Because	of	its	refund	obligation	to

customers	as	a	result	of	this	proceeding	and	a	related	LPSC	proceeding,	Entergy	Louisiana	recorded	provisions	during	2008	of	approximately	$16 million,	including	interest,	for	rate	refunds.

# Co-Owner-Initiated	Proceeding	at	the	FERC	(Entergy	Arkansas)

In	October	2004,	Arkansas	Electric	Cooperative	Corporation	(AECC)	filed	a	complaint	at	the	FERC	against	Entergy	Arkansas	relating	to	a	contract dispute	over	the	pricing	of	substitute	energy	at	the	co-owned	Independence	and	White	Bluff	coal	plants.	The	main	issue	in	the	case	related	to	the consequences	under	the	governing	contracts	when	the	dispatch	of	the	coal	units	is	constrained	due	to	system	operating	conditions.		A	hearing	was held	on	the	AECC	complaint	and	an	ALJ	Initial	Decision	was	issued	in	January	2006	in	which	the	ALJ	found	AECC's	claims	to	be	without	merit. On	October	25,	2006,	the	FERC	issued	its	order	in	the	proceeding.	In	the	order,	the	FERC	reversed	the	ALJ's	findings.	Specifically,	the	FERC found	that	the	governing	contracts	do	not	recognize	the	effects	of	dispatch	constraints	on	the	co-owned	units.	The	FERC	explained	that	for	over twenty-three	years	the	course	of	conduct	of	the	parties	was	such	that	AECC	received	its	full	entitlement	to	the	two	coal	units,	regardless	of	any reduced	output	caused	by	system	operating	constraints.	Based	on	the	order,	Entergy	Arkansas	is	required	to	refund	to	AECC	all	excess	amounts billed	to	AECC	as	a	result	of	the	system	operating	constraints.	The	FERC	denied	Entergy	Arkansas'	request	for	rehearing	and	Entergy	Arkansas refunded	$22.1	million	(including	interest)	to	AECC	in	September	2007.	Entergy	Arkansas	had	previously	recorded	a	provision	for	the	estimated effect	of	this	refund.	AECC	has	filed	a	protest	at	the	FERC	claiming	that	Entergy	Arkansas	owes	an	additional	$2.5	million	plus	interest.	Entergy Arkansas	has	appealed	the	FERC's	decision	to	the	D.C.	Circuit.

# NOTE	 3.	 INCOME	 TAXES	 (Entergy	 Corporation,	 Entergy	 Arkansas,	 Entergy	 Gulf	 States	 Louisiana,	 Entergy	 Louisiana,	 Entergy Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy)

Income	tax	expenses	from	continuing	operations	for	2008,	2007,	and	2006	for	Entergy	Corporation	and	subsidiaries	consist	of	the	following:

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Current: |  |  |  |
| \t\tFederal | $451,517 | ($1,379,288) | ($266,464) |
| \t\tForeign | 256 | 316 | 64 |
| \t\tState | 146,171 | 27,174 | (74,319) |
| \t\t\t\t\tTotal | 597,944 | (1,351,798) | (340,719) |
| Deferred\t-\tnet | 23,022 | 1,884,383 | 801,745 |
| Investment\ttax\tcredit |  |  |  |
| \tadjustments\t-\tnet | (17,968) | (18,168) | (17,982) |
| \t\t\t\tIncome\ttax\texpense\tfrom\tcontinuing |  |  |  |
| operations | $602,998 | $514,417 | $443,044 |

Income	tax	expenses	for	2008,	2007,	and	2006	for	Entergy's	Registrant	Subsidiaries	consist	of	the	following:

| 2008 | Entergy<br>Arkansas | Entergy<br>Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Current: |  |  |  |  |  |  |  |
| \t\tFederal | ($200,032) | $96,585 | $335,164 | $43,214 | $22,419 | $73,974 | 25,356 |
| \t\tState | 12,533 | 39,423 | 59,304 | 5,099 | (3,493) | 3,954 | 8,518 |
| \t\t\t\t\tTotal | (187,499) | 136,008 | 394,468 | 48,313 | 18,926 | 77,928 | 33,874 |
| Deferred\t-\tnet | 288,118 | (74,681) | (320,596) | (13,918) | 4,471 | (48,200) | 29,100 |
| Investment\ttax\tcredit |  |  |  |  |  |  |  |
| \tadjustments\t-\tnet | (3,996) | (4,130) | (3,224) | (1,155) | (345) | (1,610) | (3,480) |
| \t\tRecorded\tincome | $96,623 | $57,197 | $70,648 | $33,240 | $23,052 | $28,118 | $59,494 |

|  | 2007 | Entergy<br>Arkansas | Entergy<br>Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  | (In\tThousands) |  |  |  |
| Current:\n\t\tFederal |  | ($464,280) | ($306,133) | $153,083 | ($49,810) | ($20,779) | ($280,094) | ($273,310) |

Total income taxes	from	continuing	operations	for	Entergy	Corporation	and	subsidiaries	differ	from the	amounts	computed	by	applying the statutory	income	tax	rate	to	income	before	taxes.	The	reasons	for	the	differences	for	the	years	2008,	2007,	and	2006	are:

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Consolidated\tnet\tincome | $1,220,566 | $1,134,849 | $1,132,602 |
| Discontinued\toperations\t(net\tof\tincome\ttax |  |  |  |
| \t\texpense\tof\t$67\tin\t2006) | - | - | 496 |
| Preferred\tdividend\trequirements | 19,969 | 25,105 | 27,783 |
| Income\tbefore\tpreferred\tstock\tdividends\tof |  |  |  |
| \t\tsubsidiaries | 1,240,535 | 1,159,954 | 1,160,881 |
| Income\ttaxes\tbefore\tdiscontinued\toperations | 602,998 | 514,417 | 443,044 |
| \t\t\tPretax\tincome | $1,843,533 | $1,674,371 | $1,603,925 |
| Computed\tat\tstatutory\trate\t(35%) | $645,237 | $586,030 | $561,374 |
| Increases\t(reductions)\tin\ttax\tresulting\tfrom: |  |  |  |
| \t\tState\tincome\ttaxes\tnet\tof\tfederal\tincome\ttax\teffect | 9,926 | 31,066 | 44,230 |
| \t\tRegulatory\tdifferences\t-\tutility\tplant\titems | 45,543 | 50,070 | 50,211 |
| \t\tAmortization\tof\tinvestment\ttax\tcredits | (17,458) | (17,612) | (17,460) |
| \t\tDecommissioning\ttrust\tfund\tbasis | (417) | (35,684) | - |
| \t\tCapital\tgains\t(losses) | (74,278) | 7,126 | (79,427) |
| \t\tFlow-through/permanent\tdifferences | 14,656 | (49,609) | (52,866) |
| \t\tTax\treserves | (27,970) | (25,821) | (53,610) |
| \t\tValuation\tallowance | 11,770 | (8,676) | 22,300 |
| \t\tOther\t-\tnet | (4,011) | (22,473) | (31,708) |
| \t\t\t\tTotal\tincome\ttaxes\tas\treported\tfrom |  |  |  |
| \t\t\t\t\t\tcontinuing\toperations | $602,998 | $514,417 | $443,044 |
| Effective\tIncome\tTax\tRate | 32.7% | 30.7% | 27.6% |

The	capital	loss	for	2006	includes	a	loss	for	tax	purposes	recorded	in	the	fourth	quarter	2006	resulting	from	the	liquidation	of	Entergy	Power International	Holdings,	Entergy's	holding	company	for	Entergy-Koch,	LP.	The	$79.4	million	tax	benefit	is	net	of	other	capital	gains.

Total	income	taxes	for	the	Registrant	Subsidiaries	differ	from	the	amounts	computed	by	applying	the	statutory	income	tax	rate	to	income	before taxes.	The	reasons	for	the	differences	for	the	years	2008,	2007,	and	2006	are:

| 2008 | Entergy<br>Arkansas | Entergy<br>Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Net\tincome | $47,152 | $144,767 | $157,543 | $59,710 | $34,947 | $57,895 | $91,067 |
| Income\ttaxes | 96,623 | 57,197 | 70,648 | 33,240 | 23,052 | 28,118 | 59,494 |

| Pretax	income | $143,775 | $201,964 | $228,191 | $92,950 | $57,999 | $86,013 | $150,561 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Computed\tat\tstatutory\trate\t(35%) | $50,321 | $70,687 | $79,867 | $32,533 | $20,299 | $30,105 | $52,696 |
| Increases\t(reductions)\tin\ttax |  |  |  |  |  |  |  |
| \t\t\t\tResulting\tfrom: |  |  |  |  |  |  |  |
| \t\tState\tincome\ttaxes\tnet\tof |  |  |  |  |  |  |  |
| \t\t\tfederal\tincome\ttax\teffect | 10,754 | (891) | (18,486) | 4,126 | 2,057 | 3,138 | 5,604 |
| \t\tRegulatory\tdifferences\t- |  |  |  |  |  |  |  |
| \t\t\tutility\tplant\titems | 17,542 | 3,308 | 9,960 | 3,305 | 1,202 | 1,076 | 9,150 |
| \t\tAmortization\tof\tinvestment |  |  |  |  |  |  |  |
| \t\t\ttax\tcredits | (3,972) | (3,730) | (3,192) | (1,140) | (348) | (1,596) | (3,480) |
| \t\tFlow-through/permanent |  |  |  |  |  |  |  |
| \t\t\tdifferences | 17,868 | (12,130) | 1,553 | (4,068) | (694) | (4,133) | (1,956) |
| \t\tBenefit\tof\tEntergy\tCorporation\n\t\t\texpenses | - | - | - | (1,556) | - |  | (3,420) |
| \t\tTax\tReserves | 2,800 | 1,000 | 1,150 | 700 | 200 | (1,200) | 900 |
| \t\tOther\t-\tnet | 1,310 | (1,047) | (204) | (660) | 336 | 728 | - |
| \t\t\t\t\tTotal\tincome\ttaxes | $96,623 | $57,197 | $70,648 | $33,240 | $23,052 | $28,118 | $59,494 |
| Effective\tIncome\tTax\tRate | 67.2% | 28.3% | 31.0% | 35.8% | 39.7% | 32.7% | 39.5% |

The	flow-through/permanent	differences	for	Entergy	Arkansas	in	2008	result	from	the	write-off	of	regulatory	assets	associated	with	storm	reserve costs,	lease	termination	removal	costs,	and	stock-based	compensation	which	are	no	longer	probable	of	recovery.	The	flow-through/permanent differences	for	Entergy	Gulf	States	Louisiana	in	2008	result	mainly	from	regulatory	and	tax	accounting	applied	to	its	pension	payments.

| 2007 | Entergy<br>Arkansas | Entergy<br>Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Net\tincome | $139,111 | $192,779 | $143,337 | $72,106 | $24,582 | $58,921 | $136,081 |
| Income\ttaxes | 85,638 | 123,701 | 83,494 | 35,850 | 13,506 | 36,249 | 45,447 |
| \t\t\t\t\tPretax\tincome | $224,749 | $316,480 | $226,831 | $107,956 | $38,088 | $95,170 | $181,528 |
| Computed\tat\tstatutory\trate\t(35%) | $78,662 | $110,768 | $79,391 | $37,785 | $13,331 | $33,310 | $63,534 |
| Increases\t(reductions)\tin\ttax |  |  |  |  |  |  |  |
| \t\t\t\tResulting\tfrom: |  |  |  |  |  |  |  |
| \t\tState\tincome\ttaxes\tnet\tof |  |  |  |  |  |  |  |
| \t\t\tfederal\tincome\ttax\teffect | 10,651 | 8,294 | 9,718 | 3,513 | 1,486 | 3,739 | 6,497 |
| \t\tRegulatory\tdifferences\t- |  |  |  |  |  |  |  |
| \t\t\tutility\tplant\titems | 18,109 | 15,688 | 9,828 | 125 | 1,058 | 1,122 | 9,675 |
| \t\tAmortization\tof\tinvestment |  |  |  |  |  |  |  |
| \t\t\ttax\tcredits | (3,984) | (5,314) | (3,192) | (1,296) | (346) | (1,621) | (3,480) |
| \t\tFlow-through/permanent |  |  |  |  |  |  |  |
| \t\t\tdifferences | (14,502) | (5,993) | (7,495) | (2,400) | (906) | (1,012) | (3,165) |
| \t\tBenefit\tof\tEntergy\tCorporation\n\t\t\texpenses | - | - | - | - | - | - | (28,943) |
| \t\tOther\t-\tnet | (3,298) | 258 | (4,756) | (1,877) | (1,117) | 711 | 1,329 |
| \t\t\t\t\tTotal\tincome\ttaxes | $85,638 | $123,701 | $83,494 | $35,850 | $13,506 | $36,249 | $45,447 |
| Effective\tIncome\tTax\tRate | 38.1% | 39.1% | 36.8% | 33.2% | 35.5% | 38.1% | 25.0% |

| 2006 | Entergy<br>Arkansas | Entergy<br>Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Net\tincome | $173,154 | $211,988 | $137,618 | $52,285 | $5,344 | $54,137 | $140,258 |
| Income\ttaxes | 56,824 | 107,067 | 78,338 | 28,567 | 5,051 | 27,325 | 54,529 |
| \t\t\t\t\tPretax\tincome | $229,978 | $319,055 | $215,956 | $80,852 | $10,395 | $81,462 | $194,787 |
| Computed\tat\tstatutory\trate\t(35%) | $80,492 | $111,669 | $75,585 | $28,298 | $3,638 | $28,512 | $68,175 |
| Increases\t(reductions)\tin\ttax |  |  |  |  |  |  |  |
| \tresulting\tfrom: |  |  |  |  |  |  |  |
| \t\tState\tincome\ttaxes\tnet\tof |  |  |  |  |  |  |  |
| \t\t\tfederal\tincome\ttax\teffect | 7,047 | 7,997 | (1,358) | 1,844 | 422 | - | 7,086 |
| \t\tRegulatory\tdifferences\t- |  |  |  |  |  |  |  |
| \t\t\tutility\tplant\titems | 17,326 | 7,531 | 12,161 | (1,103) | 3,842 | 4,579 | 10,005 |

| tax	credits | (4,164) | (5,316) | (3,192) | (1,308) | (409) | (1,594) | (3,480) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| \t\tFlow-through/permanent |  |  |  |  |  |  |  |
| \t\t\tdifferences | (38,024) | (9,088) | (7,055) | (2,245) | (1,284) | (4,411) | (1,229) |
| \t\tBenefit\tof\tEntergy\tCorporation\n\t\t\texpenses | - | - | - | - | - | - | (32,041) |
| \t\tOther\t-\tnet | (5,853) | (5,726) | 2,197 | 3,081 | (1,158) | 239 | 6,013 |
| Total\tincome\ttaxes | $56,824 | $107,067 | $78,338 | $28,567 | $5,051 | $27,325 | $54,529 |
| Effective\tIncome\tTax\tRate | 24.7% | 33.6% | 36.3% | 35.3% | 48.6% | 33.5% | 28.0% |

The	flow-through/permanent	differences	for	Entergy	Arkansas	in	2006	primarily	result	from	the	regulatory	and	tax	accounting	applied	to	its pension	payments.

Significant	components	of	net	deferred	and	noncurrent	accrued	tax	liabilities	for	Entergy	Corporation	and	subsidiaries	as	of	December	31,	2008	and 2007	are	as	follows:

| Net	regulatory	assets/liabilities | ($1,026,203) | ($838,507) |
| :--- | :--- | :--- |
| \t\tPlant-related\tbasis\tdifferences | (4,898,373) | (4,838,216) |
| \t\tPower\tpurchase\tagreements | (762,576) | (935,876) |
| \t\tNuclear\tdecommissioning\ttrusts | (1,297,585) | (1,451,676) |
| \t\tOther | (311,558) | (336,809) |
| \t\t\t\t\tTotal | (8,296,295) | (8,401,084) |
| Deferred\tTax\tAssets: |  |  |
| \t\tAccumulated\tdeferred\tinvestment |  |  |
| \t\t\ttax\tcredit | 123,810 | 130,609 |
| \t\tCapital\tlosses | 131,690 | 161,793 |
| \t\tNet\toperating\tloss\tcarryforwards | 387,405 | 405,640 |
| \t\tSale\tand\tleaseback | 252,479 | 248,660 |
| \t\tUnbilled/deferred\trevenues | 27,841 | 24,567 |
| \t\tPension-related\titems | 391,702 | 378,103 |
| \t\tReserve\tfor\tregulatory\tadjustments | 106,302 | 76,252 |
| \t\tCustomer\tdeposits | 76,559 | 76,317 |
| \t\tNuclear\tdecommissioning\tliabilities | 239,814 | 240,590 |
| \t\tOther | 75,732 | 391,603 |
| \t\tValuation\tallowance | (75,502) | (74,612) |
| \t\t\t\t\tTotal | 1,737,832 | 2,059,522 |
| Net\tdeferred\tand\tnoncurrent\taccrued\ttax\tliability | ($6,558,463) | ($6,341,562) |

At	December	 31,	 2008,	 Entergy	 had	 federal	 capital	 loss	 carryovers	 which,	 if	 utilized,	 would	 result	 in	 tax	 benefits	 of	 $131.7	 million	 after adjustments	for	FASB	Interpretation	No.	48.	If	the	capital	loss	carryovers	are	not	utilized,	they	will	expire.	The	tax	benefits	on	the	capital	loss carryovers	by	year	of	expiration	are	as	follows:	$16.1	million	in	2009,	$32.6	million	in	2011,	and	$83	million	in	2013.

At	December	31,	2008,	Entergy	had	an	estimated	federal	net	operating	loss	carryover	of	$837.5	million.	If	the	federal	net	operating	loss	carryover is	not	utilized,	it	will	expire	in	the	year	2025.

At	December	31,	2008,	Entergy	had	estimated	state	net	operating	loss	carryovers	of	$1.5	billion.	If	the	state	net	operating	loss	carryovers	are	not utilized,	they	will	expire	in	the	years	2009	through	2023.

For	2008	and	2007,	valuation	allowances	are	provided	against	certain	federal	capital	loss	and	state	net	operating	loss	carryovers.

Significant	components	of	net	deferred	and	long-term	accrued	tax	liabilities	for	the	Registrant	Subsidiaries	as	of	December	31,	2008	and	2007	are as	follows:

| 2008 | Entergy<br>Arkansas | Entergy<br>Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Deferred\tand\tLong-term\tAccrued\nTax\tLiabilities: |  |  |  |  |  |  |  |
| \t\tNet\tregulatory\tassets/liabilities | ($300,928) | ($356,750) | ($111,896) | ($15,597) | $68,163 | ($93,918) | ($211,786) |

| Plant-related	basis	differences	-	net | (855,492) | (1,215,903) | (1,352,605) | (531,027) | (157,980) | (668,710) | (179,855) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| \t\tPower\tpurchase\tagreements | (68,778) | 149,626 | (546,829) | (2,320) | - | 9,679 | 26,872 |
| \t\tDeferred\tfuel | (46,880) | (595) | (2,416) | (1,116) | (8,255) | (6,571) | (10,232) |
| \t\tNuclear\tdecommissioning\ttrusts | (321,609) | (83,907) | (3,031) | - | - | - | (204,383) |
| \t\tOther | (44,158) | (3,720) | (59,745) | (21,133) | (7,571) | (21,304) | 14,090 |
| \t\t\t\t\tTotal | (1,637,845) | (1,511,249) | (2,076,522) | (571,193) | (105,643) | (780,824) | (565,294) |
| Deferred\tTax\tAssets: |  |  |  |  |  |  |  |
| \t\tAccumulated\tdeferred\tinvestment\n\t\t\ttax\tcredit | 20,353 | 35,261 | 31,878 | 3,292 | 951 | 8,445 | 23,603 |
| \t\tSale\tand\tleaseback | - | - | 89,543 | - | - | - | 162,936 |
| \t\tNOL\tcarryforward | 32,286 | - | - | - | - | 100,687 | 1,393 |
| \t\tUnbilled/Deferred\trevenues | 11,508 | (8,916) | (2,322) | (3,986) | - | 18,951 | - |
| \t\tPension-related\titems | 17,937 | 60,338 | 38,037 | (1,988) | (6,857) | (19,530) | 6,410 |
| \t\tReserve\tfor\tregulatory\tadjustments | - | 106,302 | - | - | - | - | - |
| \t\tRate\trefund | 814 | (5,231) | 9,971 | - | 2 | (5,135) | - |
| \t\tCustomer\tdeposits | 9,408 | 35,224 | 16,804 | 15,014 | 109 | - | - |
| \t\tOther | 39,041 | 29,861 | 18,775 | 7,003 | (8,776) | 9,021 | (3,827) |
| \t\t\t\t\tTotal | 131,347 | 252,839 | 202,686 | 19,335 | (14,571) | 112,439 | 190,515 |
| Net\tdeferred\ttax\tliability | ($1,506,498) | ($1,258,410) | ($1,873,836) | ($551,858) | ($120,214) | ($668,385) | ($374,779) |

| 2007 | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Deferred\tand\tLong-term\tAccrued\nTax\tLiabilities: |  |  |  |  |  |  |  |
| \t\tNet\tregulatory\tassets/liabilities | ($126,614) | ($319,657) | ($119,864) | ($63,416) | $70,856 | ($96,534) | ($218,310) |
| \t\tPlant-related\tbasis\tdifferences\t-\tnet | (865,877) | (1,049,352) | (982,022) | (499,891) | (162,026) | (578,643) | (126,842) |
| \t\tPower\tpurchase\tagreements | (10,799) | - | (792,211) | - | - | - | 51,029 |
| \t\tDeferred\tfuel | (45,087) | (3,314) | (6,779) | (3,103) | (4,062) | 3,308 | (5,349) |
| \t\tNuclear\tdecommissioning\ttrusts | (367,376) | (173,573) | (26,280) | - | - | - | (232,764) |
| \t\tOther | (69,285) | 21,072 | (54,178) | (22,785) | (7,866) | (22,034) | 12,164 |
| \t\t\t\t\tTotal | (1,485,038) | (1,524,824) | (1,981,334) | (589,195) | (103,098) | (693,903) | (520,072) |
| Deferred\tTax\tAssets: |  |  |  |  |  |  |  |
| \t\tAccumulated\tdeferred\tinvestment\n\t\t\ttax\tcredit | 21,912 | 36,843 | 33,108 | 3,729 | 1,081 | \t9,003 | 24,933 |
| \t\tSale\tand\tleaseback | - | - | 90,223 | - | - | - | 158,437 |
| \t\tNOL\tcarryforward | 20,183 | 119,193 | - | - | 13,300 | 576 | 999 |
| \t\tUnbilled/Deferred\trevenues | 10,607 | (10,256) | 5,062 | (5,452) | - | 18,839 | - |
| \t\tPension-related\titems | 34,266 | 52,185 | 35,890 | 29,271 | (24,644) | (11,987) | 7,985 |
| \t\tReserve\tfor\tregulatory\tadjustments | - | 80,259 | - | - | - | (4,007) | - |
| \t\tRate\trefund | 1,150 | - | 103 | - | 27 | \t88 | - |
| \t\tCustomer\tdeposits | 9,997 | 34,385 | 16,804 | 15,014 | 117 | \t- | - |
| \t\tOther | 29,635 | 14,585 | 11,943 | 18,850 | (3,266) | \t8,205 | 8,233 |
| \t\t\t\t\tTotal | 127,750 | 327,194 | 193,133 | 61,412 | (13,385) | \t20,717 | 200,587 |
| Net\tdeferred\ttax\tliability | ($1,357,288) | ($1,197,630) | ($1,788,201) | ($527,783) | ($116,483) | ($673,186) | ($319,485) |

As	of	December	31,	2008,	estimated	federal	net	operating	loss	carryovers	were	$73.6	million	for	Entergy	Arkansas,	$287.7	million	for	Entergy Texas,	and	$4	million	for	System	Energy.

As	of	December	31,	2008,	the	estimated	state	net	operating	loss	carryover	was	$100.2	million	for	Entergy	Arkansas.	Entergy	Louisiana's	deferred tax	balances	reflect	the	effects	of	Entergy	Louisiana's	tax	sharing	agreement	with	its	parent,	Entergy	Louisiana	Holdings.	If	the	state	net	operating loss	carryovers	are	not	utilized,	they	will	expire	in	the	years	2009	through	2013.

On	 January	 27	 and	 28,	 2009,	 a	 major	 ice	 storm	 struck	 Entergy	Arkansas'	 service	 territory	 severely	 damaging	 the	 electric	 transmission	 and distribution	systems.	Significant	costs	have	been	incurred	to	repair	and	restore	these	systems.	Because	these	costs	are	deductible	when	incurred	for income	tax	purposes,	this	event	may	impair	the	ability	of	Entergy's	combined	Arkansas	income	tax	filing	group,	of	which	Entergy	Arkansas	is	a member,	to	fully	utilize	2004	Arkansas	net	operating	loss	carryovers	before	their	expiration	in	2009.	Failure	to	utilize	these	net	operating	losses would	result	 in	a	deferred	 tax	expense	for	 the	Arkansas	filing	group	of	approximately	$4	million,	most	of	which	 is	attributable	 to	Entergy Arkansas.

# FASB	Interpretation	No.	48

FASB	Interpretation	No.	48,	"Accounting	for	Uncertainty	in	Income	Taxes"	(FIN	48)	was	issued	in	July	2006.	FIN	48	establishes	a	"more-likely- than-not"	recognition	threshold	that	must	be	met	before	a	tax	benefit	can	be	recognized	in	the	financial	statements.	If	a	tax	deduction	is	taken	on	a tax	return,	but	does	not	meet	the	more-likely-than-not	recognition	threshold,	an	increase	in	income	tax	liability,	above	what	is	payable	on	the	tax return,	is	required	to	be	recorded.	Entergy	and	the	Registrant	Subsidiaries	adopted	the	provisions	of	FIN	48,	on	January	1,	2007.	As	a	result	of	the implementation	of	FIN	48,	Entergy	recognized	an	increase	in	the	liability	for	unrecognized	tax	benefits	of	approximately	$5	million,	which	was accounted	for	as	a	reduction	to	the	January	1,	2007	balance	of	retained	earnings.	The	reconciliation	of	unrecognized	tax	benefits	for	Entergy	for 2008	presents	amounts	before	consideration	of	deposits	on	account	with	the	IRS.	The	reconciliation	of	uncertain	tax	benefits	for	2007	has	been revised	to	conform	to	this	presentation.	The	"Amount	to	reflect	uncertain	tax	benefits	gross	of	deposits"	provides	for	comparative	presentation.	A reconciliation	of	Entergy's	beginning	and	ending	amount	of	unrecognized	tax	benefits	is	as	follows:

| disclosed |  | $1,977,001 |
| :--- | :--- | :--- |
| \t\tin\tthe\t2007\tForm\t10-K |  |  |
| Amount\tto\treflect\tuncertain\ttax\tbenefits |  |  |
| gross |  | 288,256 |
| \t\tof\tdeposits |  |  |
| Balance\tat\tJanuary\t1,\tadjusted\tfor\tdeposits | $2,523,794 | 2,265,257 |
| Additions\tbased\ton\ttax\tpositions\trelated\tto\n\t\tthe\tcurrent\tyear | 378,189 | 142,827 |
| Additions\tfor\ttax\tpositions\tof\tprior\tyears | 259,434 | 670,385 |
| Reductions\tfor\ttax\tpositions\tof\tprior\tyears | (166,651) | (450,252) |
| Settlements | (1,169,319) | (102,485) |
| Lapse\tof\tstatute\tof\tlimitations | - | (1,938) |
| Balance\tat\tDecember\t31 | $1,825,447 | $2,523,794 |

The	balances	of	unrecognized	tax	benefits	include	$543	million	and	$242	million	as	of	December	31,	2008	and	2007,	respectively,	which,	if recognized,	would	lower	the	effective	income	tax	rates.	Because	of	the	effect	of	deferred	tax	accounting,	the	remaining	balances	of	unrecognized tax	benefits	of	$734	million	and	$1.88	billion	as	of	December	31,	2008	and	2007,	respectively,	if	disallowed,	would	not	affect	the	annual	effective income	tax	rate	but	would	accelerate	the	payment	of	cash	to	the	taxing	authority	to	an	earlier	period.	Entergy	accrues	interest	and	penalties expenses	related	to	unrecognized	tax	benefits	in	income	tax	expense.	Entergy's	December	31,	2008	and	2007	balance	of	unrecognized	tax	benefits includes	approximately	$55	million	and	$50	million,	respectively,	accrued	for	the	possible	payment	of	interest	and	penalties.

A	reconciliation	of	the	Registrant	Subsidiaries'	beginning	and	ending	amount	of	unrecognized	tax	benefits	for	2008	and	2007	is	as	follows:

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Balance\tat\tJanuary\t1,\t2008 | $309,019 | $224,379 | $66,291 | $69,734 | $46,904 | $86,732 | $197,307 |
| Additions\tbased\ton\ttax |  |  |  |  |  |  |  |
| \t\tpositions\trelated\tto\tthe |  |  |  |  |  |  |  |
| \t\tcurrent\tyear | 685 | 89,966 | 236,499 | 773 | 404 | 338 | 502 |
| Additions\tfor\ttax\n\t\tpositions\tof\tprior\tyears | 12,465 | 10,784 | 5,300 | 7,494 | 1,025 | 189 | 1,405 |
| Reductions\tfor\ttax\n\t\tpositions\tof\tprior\tyears | (330) | (372) | (1,567) | (8,051) | (13,645) | (5,082) | (192) |
| Settlements | (81,636) | (49,379) | (7,873) | (38,226) | (8,638) | (42,975) | (26,854) |
| Balance\tat\n\t\tDecember\t31,\t2008 | $240,203 | $275,378 | $298,650 | $31,724 | $26,050 | $39,202 | $172,168 |

The	reconciliation	of	unrecognized	tax	benefits	for	the	Registrant	Subsidiaries	for	2008	(above)	presents	amounts	before	consideration	of	deposits on	account	with	the	IRS.	The	reconciliation	of	uncertain	tax	benefits	for	2007	(below)	has	been	revised	to	conform	to	this	presentation.	The "Amount	to	reflect	uncertain	tax	benefits	gross	of	deposits"	provides	for	comparative	presentation.	Additionally,	Entergy	Louisiana	has	adjusted the	2007	beginning	balance	of	unrecognized	tax	benefits	by	approximately	$13	million	to	present	correctly	the	balance	at	January	1,	2007	upon implementation.

|  | Entergy<br>Arkansas | Entergy<br>Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Balance\tat\tJanuary\t1,\t2007\tupon |  |  |  |  |  |  |  |
| \t\timplementation,\tas\tpreviously |  |  |  |  |  |  |  |
| \t\tdisclosed\tin\tthe\t2007\tForm\t10-K | $151,273 | $193,309 | $59,073 | $45,570 | $20,423 | $49,344 | $174,093 |

| benefits	gross	of	deposits | 47,817 | 32,684 | - | 4,804 | 1,604 | - | 20,788 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Other\tadjustments | - | - | 13,547 | - | - | - | - |
| Balance\tat\tJanuary\t1,\t2007\n\t\tadjusted\tfor\tdeposits\tand\tother | 199,090 | 225,993 | 72,620 | 50,374 | 22,027 | 49,344 | 194,881 |
| Additions\tbased\ton\ttax\tpositions\n\t\trelated\tto\tthe\tcurrent\tyear | 152 | 813 | 673 | 19,106 | 25,874 | 596 | 1,184 |
| Additions\tfor\ttax\tpositions\tof\n\t\tprior\tyears | 115,440 | 126,973 | 20,798 | 4,133 | 1,180 | 48,249 | 48,290 |
| Reductions\tfor\ttax\tpositions\tof\n\t\tprior\tyears | (10,537) | (17,117) | (28,031) | (13,509) | (2,361) | (1,362) | (1,230) |
| Settlements | 4,874 | (25,551) | 231 | 9,630 | 184 | (10,095) | (45,818) |
| Allocated\tto\tEntergy\tTexas\tin\n\t\tjurisdictional\tseparation | - | (86,732) | - | - | - | - | - |
| Balance\tat\n\t\tDecember\t31,\t2007 | $309,019 | $224,379 | $66,291 | $69,734 | $46,904 | $86,732 | $197,307 |

The	Registrant	Subsidiaries'	balances	of	unrecognized	tax	benefits	included	amounts	which,	if	recognized,	would	affect	the	effective	income	tax rate	as	follows:

| Entergy	Arkansas | $1.2 | ($1.6) |
| :--- | :--- | :--- |
| Entergy\tGulf\tStates | $75.2 | $1.3 |
| Louisiana |  |  |
| Entergy\tLouisiana | $210.4 | $0.7 |
| Entergy\tMississippi | $2.5 | $1.8 |
| Entergy\tNew\tOrleans | $0.7 | $0.5 |
| Entergy\tTexas | $0.6 | $1.8 |
| System\tEnergy | $3.9 | $3.0 |

The	Registrant	Subsidiaries	accrue	interest	and	penalties	related	to	unrecognized	tax	benefits	in	income	tax	expense.	Included	in	the	balances	of unrecognized	tax	benefits	were	accruals	for	the	possible	payment	of	interest	and	penalty	as	follows:

|  | December	31, | December	31, |
| :--- | :--- | :--- |
|  | 2008 | 2007 |
|  | (In\tMillions) |  |
| Entergy\tArkansas | $1.6 | $1.4 |
| Entergy\tGulf\tStates | $1.4 | $0.9 |
| Louisiana |  |  |
| Entergy\tLouisiana | $- | $- |
| Entergy\tMississippi | $2.1 | $1.7 |
| Entergy\tNew\tOrleans | $0.7 | $0.5 |
| Entergy\tTexas | $0.2 | $1.4 |
| System\tEnergy | $3.3 | $2.7 |

Entergy	and	the	Registrant	Subsidiaries	do	not	expect	that	total	unrecognized	tax	benefits	will	significantly	change	within	the	next	twelve	months; however,	the	results	of	pending	litigations	and	audit	issues,	discussed	below,	could	result	in	significant	changes.

# Income	Tax	Litigation

For	tax	years	1997	and	1998,	a	U.S.	Tax	Court	trial	was	held	in	April	2008.	The	issues	before	the	Court	are	as	follows:

The	ability	to	credit	the	U.K.	Windfall	Tax	against	U.S.	tax	as	a	foreign	tax	credit.	The	U.K.	Windfall	Tax	relates	to	Entergy's	former investment	in	London	Electricity.

The	validity	of	Entergy's	change	in	method	of	tax	accounting	for	street	lighting	assets	and	the	related	increase	in	depreciation	deductions.

A	decision	is	anticipated	by	the	second	or	third	quarter	of	2009.

On	February	21,	2008,	the	IRS	issued	a	Statutory	Notice	of	Deficiency	for	the	year	2000.	A	Tax	Court	Petition	was	filed	in	the	second	quarter	of 2008.	This	petition	challenges	the	IRS	assessment	on	the	same	two	issues	described	above	as	well	as	the	following	issue:

The	allowance	of	depreciation	deductions	that	resulted	from	Entergy's	purchase	price	allocations	on	its	acquisitions	of	its	Non-Utility Nuclear	plants.

With	respect	to	the	U.K.	Windfall	Tax	issue,	the	total	tax	included	in	IRS	Notices	of	Deficiency	is	$82	million.	The	total	tax	and	interest	associated with	this	issue	is	$230	million	for	all	years.

With	respect	to	the	street	lighting	issue,	the	total	tax	included	in	IRS	Notices	of	Deficiency	is	$22	million.	The	federal	and	state	tax	and	interest

associated	with	this	issue	total	$53	million	for	all	open	tax	years.

With	respect	to	the	depreciation	deducted	on	Non-Utility	Nuclear	plant	acquisitions,	the	total	tax	included	in	IRS	Notices	of	Deficiency	is	$7 million.	The	federal	and	state	tax	and	interest	associated	with	this	issue	total	$45	million	for	all	open	tax	years.

# Income	Tax	Audits

Entergy	or	one	of	its	subsidiaries	files	U.S.	federal	and	various	state	and	foreign	income	tax	returns.	Other	than	the	matters	discussed	in	the	Income Tax	Litigation	section	above,	the	IRS'	and	substantially	all	state	taxing	authorities'	examinations	are	completed	for	years	before	2004.

The	IRS	completed	its	examination	of	the	2002	and	2003	tax	returns	and	issued	an	Examination	Report	on	June	29,	2007.	In	the	report	the	IRS proposed	adjustments	for	the	U.K.	Windfall	Tax	foreign	tax	credit	issue	and	street	lighting	issue	mentioned	above	as	well	as	other	issues	related	to certain	storm	repair	deductions,	research	and	experimentation	(R&E)	deductions	and	credits.	Entergy	disagreed	with	the	IRS	Examination	Division position	and	filed	a	formal	protest	on	July	30,	2007.	Entergy	reached	agreement	with	the	IRS	Appeals	Division	in	the	fourth	quarter	of	2008	on	all matters,	except	for	the	U.K.	Windfall	Tax	and	street	lighting	issues	which	will	be	disposed	of	in	accordance	with	the	decisions	in	the	Tax	Court litigation	previously	discussed.	The	settlement	of	the	remaining	issues	had	no	material	effect	on	results	of	operations,	financial	position	and	cash flows	for	Entergy	or	its	subsidiaries	since	Entergy	sustained	a	significant	portion	of	the	deductions	and	credits	at	issue	and	the	conceded	deductions will	have	the	effect	of	reducing	the	2003	consolidated	net	operating	loss	carryover.

The	IRS	commenced	an	examination	of	Entergy's	2004	and	2005	U.S.	federal	income	tax	returns	in	the	fourth	quarter	2007.	As	of	December	31, 2008,	the	IRS	had	proposed	only	one	change	with	which	Entergy	did	not	agree;	the	street	lighting	issue	mentioned	above.	The	IRS	is	expected	to issue	its	2004	-2005	Revenue	Agent's	Report	in	the	second	quarter	of	2009.

In	December	2008,	Entergy	reached	settlement	with	the	IRS	related	to	the	following:

The	recognition	of	a	capital	loss	from	the	sale	of	stock	in	one	of	Entergy's	Non-Nuclear	Wholesale	subsidiaries;	Entergy	sustained	$374 million	of	the	capital	loss.

Mark-to-market	deductions	claimed	by	the	Non-Utility	Nuclear	subsidiaries	for	wholesale	power	contracts	for	which	the	settlement	resulted in	no	material	effect	on	results	of	operations,	financial	position,	and	cash	flows.

Mark-to-market	deductions	claimed	for	wholesale	power	contracts	held	by	its	Utility	operating	companies	and	a	Non-Nuclear	Wholesale subsidiary	for	which	the	settlement	resulted	in	no	material	effect	on	results	of	operations,	financial	position,	and	cash	flows.

Because	 Entergy	 has	 consolidated	 net	 operating	 losses	 that	 carryover	 to	 2004	 and	 2005, these	 settlements	 have the	 effect	 of reducing the consolidated	net	operating	loss	carryover	and	no	payments	to	the	IRS	are	anticipated	at	this	time.

Entergy	has	deposits	and	overpayments	of	$548	million	on	account	with	the	IRS	to	cover	its	uncertain	tax	positions.

# NOTE	 4.	 REVOLVING	 CREDIT	 FACILITIES,	 LINES	 OF	 CREDIT	AND	 SHORT-TERM	 BORROWINGS	 (Entergy	 Corporation, Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and System	Energy)

Entergy	Corporation	has	a	revolving	credit	facility	that	expires	in	August	2012	and	has	a	borrowing	capacity	of	$3.5	billion.	Entergy	Corporation also	has	the	ability	to	issue	letters	of	credit	against	the	total	borrowing	capacity	of	the	credit	facility.	The	facility	fee	is	currently	0.09%	of	the commitment	amount.	Facility	fees	and	interest	rates	on	loans	under	the	credit	facility	can	fluctuate	depending	on	the	senior	unsecured	debt	ratings of	Entergy	Corporation.	The	weighted	average	interest	rate	as	of	December	31,	2008	was	2.171%	on	the	drawn	portion	of	the	facility.	Following	is a	summary	of	the	borrowings	outstanding	and	capacity	available	under	the	facility	as	of	December	31,	2008.

Entergy	Corporation's	facility	requires	it	to	maintain	a	consolidated	debt	ratio	of	65%	or	less	of	its	total	capitalization.	Entergy	is	in	compliance with	this	covenant.	If	Entergy	fails	to	meet	this	ratio,	or	if	Entergy	or	one	of	the	Utility	operating	companies	(except	Entergy	New	Orleans)	defaults on	other	indebtedness	or	is	in	bankruptcy	or	insolvency	proceedings,	an	acceleration	of	the	facility	maturity	date	may	occur.

Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	Texas	each	had	credit	facilities	available	as of	December	31,	2008	as	follows:

| Company | Expiration	Date | Amount	of<br>Facility | Interest	Rate	(a) | as	of<br>December	31,	2008 |
| :--- | :--- | :--- | :--- | :--- |
| Entergy\tArkansas | April\t2009 | \t$100\tmillion\t(b) | 2.75% | - |
| Entergy\tGulf\tStates\tLouisiana | August\t2012 | \t $100\tmillion\t(c) | 0.84563% | - |
| Entergy\tLouisiana | August\t2012 | \t $200\tmillion\t(d) | 0.84563% | - |
| Entergy\tMississippi | May\t2009 | \t$30\tmillion\t(e) | 1.71125% | - |

(d) The	credit	facility	allows	Entergy	Louisiana	to	issue	letters	of	credit	against	the	borrowing	capacity	of the	facility.	As	of	December	31,	2008,	no	letters	of	credit	were	outstanding.	The	credit	facility	requires Entergy	Louisiana	to	maintain	a	consolidated	debt	ratio	of	65%	or	less	of	its	total	capitalization.

(f) The	credit	facility	allows	Entergy	Texas	to	issue	letters	of	credit	against	the	borrowing	capacity	of	the facility.	As	of	December	31,	2008,	no	 letters	of	credit	were	outstanding.	The	credit	facility	requires Entergy	Texas	to	maintain	a	consolidated	debt	ratio	of	65%	or	less	of	its	total	capitalization.	Pursuant	to the	terms	of	the	credit	agreement,	the	transition	bonds	issued	by	Entergy	Gulf	States	Reconstruction Funding	I,	LLC,	a	subsidiary	of	Entergy	Texas,	are	excluded	from	debt	and	capitalization	in	calculating the	debt	ratio.

The	facility	fees	on	the	credit	facilities	range	from	0.09%	to	0.15%	of	the	commitment	amount.

The	short-term	borrowings	of	the	Registrant	Subsidiaries	and	certain	other	Entergy	subsidiaries	are	limited	to	amounts	authorized	by	the	FERC. The	current	FERC-authorized	limits	are	effective	through	March	31,	2010	(except	the	Entergy	Gulf	States	Louisiana	and	Entergy	Texas	limits, which	are	effective	through	November	8,	2009).	In	addition	to	borrowings	from	commercial	banks,	these	companies	are	authorized	under	a	FERC order	to	borrow	from	the	Entergy	System	money	pool.	The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to	reduce	Entergy's subsidiaries'	dependence	on	external	short-term	borrowings.	Borrowings	from	the	money	pool	and	external	short-term	borrowings	combined	may not	exceed	the	FERC-authorized	limits.	As	of	December	31,	2008,	Entergy's	subsidiaries'	aggregate	money	pool	and	external	short-term	borrowings authorized	limit	was	$2.1	billion,	the	aggregate	outstanding	borrowing	from	the	money	pool	was	$436.2	million,	and	Entergy's	subsidiaries	had	no outstanding	short-term	borrowings	from	external	sources	(borrowings	by	Entergy	Texas	under	its	credit	facility	are	classified	as	long-term	debt).

The	following	are	the	FERC-authorized	limits	for	short-term	borrowings	and	the	outstanding	short-term	borrowings	(aggregating	both	money	pool and	external	short-term	borrowings)	for	the	Registrant	Subsidiaries	as	of	December	31,	2008:

|  | Authorized | Borrowings |
| :--- | :--- | :--- |
|  | (In\tMillions) |  |
| Entergy\tArkansas | $250 | - |
| Entergy\tGulf\tStates\tLouisiana | $200 | - |
| Entergy\tLouisiana | $250 | - |
| Entergy\tMississippi | $175 | $66 |
| Entergy\tNew\tOrleans | $100 | - |
| Entergy\tTexas | $200 | $51 |
| System\tEnergy | $200 | - |

# NOTE	5.	LONG	-	TERM	DEBT	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy)

Long-term	debt	for	Entergy	Corporation	and	subsidiaries	as	of	December	31,	2008	and	2007	consisted	of:

|  | 2008 | 2007 |
| :--- | :--- | :--- |
|  | (In\tThousands) |  |
| Mortgage\tBonds: |  |  |
|  | $- | $325,000 |
| \t\t3.875%\tSeries\tdue\tAugust\t2008\t-\tEntergy\tNew\tOrleans | - | 30,000 |
| \t\tLibor\t+\t0.75%\tSeries\tdue\tDecember\t2008-Entergy\tGulf\tStates\tLouisiana |  |  |
| (f) | - | 350,000 |
| \t\tLibor\t+\t0.40%\tSeries\tdue\tDecember\t2009-Entergy\tGulf\tStates\tLouisiana |  |  |
| (f) | 219,470 | 219,470 |
| \t\t4.5%\tSeries\tdue\tJune\t2010\t-\tEntergy\tArkansas | 100,000 | 100,000 |
| \t\t4.67%\tSeries\tdue\tJune\t2010\t-\tEntergy\tLouisiana | 55,000 | 55,000 |
| \t\t4.98%\tSeries\tdue\tJuly\t2010\t-\tEntergy\tNew\tOrleans | 30,000 | 30,000 |
|  | 100,000 | 100,000 |
| \t\t5.83%\tSeries\tdue\tNovember\t2010\t-\tEntergy\tLouisiana | 150,000 | 150,000 |
| \t\t4.65%\tSeries\tdue\tMay\t2011\t-\tEntergy\tMississippi | 80,000 | 80,000 |
|  | 200,000 | 200,000 |

| 6.2%	Series	due	October	2012	-	System	Energy | 70,000 | 70,000 |
| :--- | :--- | :--- |
|  | 140,000 | 140,000 |
| \t\t5.15%\tSeries\tdue\tFebruary\t2013\t-\tEntergy\tMississippi | 100,000 | 100,000 |
| \t\t5.40%\tSeries\tdue\tAugust\t2013\t-\tEntergy\tArkansas | 300,000 | - |
| \t\t5.25%\tSeries\tdue\tAugust\t2013\t-\tEntergy\tNew\tOrleans | 70,000 | 70,000 |
| \t\t5.09%\tSeries\tdue\tNovember\t2014\t-\tEntergy\tLouisiana | 115,000 | 115,000 |
|  | 50,000 | 50,000 |
|  | 200,000 | 200,000 |
|  | 200,000 | 200,000 |
| \t\t5.56%\tSeries\tdue\tSeptember\t2015\t-\tEntergy\tLouisiana | 100,000 | 100,000 |
| \t\t5.92%\tSeries\tdue\tFebruary\t2016\t-\tEntergy\tMississippi | 100,000 | 100,000 |
| \t\t6.75%\tSeries\tdue\tOctober\t2017\t-\tEntergy\tNew\tOrleans | 25,000 | 25,000 |
| \t\t5.4%\tSeries\tdue\tMay\t2018\t-\tEntergy\tArkansas | 150,000 | 150,000 |
| \t\t6.0%\tSeries\tdue\tMay\t2018\t-\tEntergy\tGulf\tStates\tLouisiana | 375,000 | - |
| \t\t4.95%\tSeries\tdue\tJune\t2018\t-\tEntergy\tMississippi | 95,000 | 95,000 |
| \t\t5.0%\tSeries\tdue\tJuly\t2018\t-\tEntergy\tArkansas | 115,000 | 115,000 |
| \t\t6.50%\tSeries\tdue\tSeptember\t2018\t-\tEntergy\tLouisiana | 300,000 | - |
| \t\t5.5%\tSeries\tdue\tApril\t2019\t-\tEntergy\tLouisiana | 100,000 | 100,000 |
| \t\t5.6%\tSeries\tdue\tSeptember\t2024\t-\tEntergy\tNew\tOrleans | 34,430 | 34,862 |
| \t\t5.66%\tSeries\tdue\tFebruary\t2025\t-\tEntergy\tArkansas | 175,000 | 175,000 |
| \t\t5.65%\tSeries\tdue\tSeptember\t2029\t-\tEntergy\tNew\tOrleans | 39,345 | 39,865 |
| \t\t6.7%\tSeries\tdue\tApril\t2032\t-\tEntergy\tArkansas | 100,000 | 100,000 |
| \t\t7.6%\tSeries\tdue\tApril\t2032\t-\tEntergy\tLouisiana | 150,000 | 150,000 |
| \t\t6.0%\tSeries\tdue\tNovember\t2032\t-\tEntergy\tArkansas | 100,000 | 100,000 |
| \t\t6.0%\tSeries\tdue\tNovember\t2032\t-\tEntergy\tMississippi | 75,000 | 75,000 |
| \t\t7.25%\tSeries\tdue\tDecember\t2032\t-\tEntergy\tMississippi | 100,000 | 100,000 |
| \t\t5.9%\tSeries\tdue\tJune\t2033\t-\tEntergy\tArkansas | 100,000 | 100,000 |
|  | 240,000 | 240,000 |
| \t\t6.25%\tSeries\tdue\tApril\t2034\t-\tEntergy\tMississippi | 100,000 | 100,000 |
| \t\t6.4%\tSeries\tdue\tOctober\t2034\t-\tEntergy\tLouisiana | 70,000 | 70,000 |
| \t\t6.38%\tSeries\tdue\tNovember\t2034\t-\tEntergy\tArkansas | 60,000 | 60,000 |
|  | 85,000 | 85,000 |
| \t\t6.30%\tSeries\tdue\tSeptember\t2035\t-\tEntergy\tLouisiana | 100,000 | 100,000 |
| \t\tTotal\tmortgage\tbonds | 5,068,245 | 4,799,197 |

| 5.45%	Series	due	2010,	Calcasieu	Parish	-	Louisiana	(f) | $22,095 | $22,095 |
| :--- | :--- | :--- |
| \t\t6.75%\tSeries\tdue\t2012,\tCalcasieu\tParish\t-\tLouisiana\t(f) | 48,285 | 48,285 |
| \t\t6.7%\tSeries\tdue\t2013,\tPointe\tCoupee\tParish\t-\tLouisiana\t(f) | 17,450 | 17,450 |
| \t\t5.7%\tSeries\tdue\t2014,\tIberville\tParish\t-\tLouisiana\t(f) | 21,600 | 21,600 |
| \t\t5.8%\tSeries\tdue\t2015,\tWest\tFeliciana\tParish\t-\tLouisiana\t(f) | 28,400 | 28,400 |
| \t\t7.0%\tSeries\tdue\t2015,\tWest\tFeliciana\tParish\t-\tLouisiana\t(f) | 39,000 | 39,000 |
| \t\t5.8%\tSeries\tdue\t2016,\tWest\tFeliciana\tParish\t-\tLouisiana\t(f) | 20,000 | 20,000 |
| \t\t6.3%\tSeries\tdue\t2016,\tPope\tCounty\t-\tArkansas\t(b) | 19,500 | 19,500 |
| \t\t4.6%\tSeries\tdue\t2017,\tJefferson\tCounty\t-\tArkansas\t(b) | 54,700 | 54,700 |
| \t\t6.3%\tSeries\tdue\t2020,\tPope\tCounty\t-\tArkansas | 120,000 | 120,000 |
| \t\t5.0%\tSeries\tdue\t2021,\tIndependence\tCounty\t-\tArkansas\t(b) | 45,000 | 45,000 |
| \t\t5.875%\tSeries\tdue\t2022,\tMississippi\tBusiness\tFinance\tCorp. | 216,000 | 216,000 |
| \t\t5.9%\tSeries\tdue\t2022,\tMississippi\tBusiness\tFinance\tCorp. | 102,975 | 102,975 |
| \t\t4.9%\tSeries\tdue\t2022,\tIndependence\tCounty\t-\tMississippi\t(b) | 30,000 | 30,000 |
| \t\t4.6%\tSeries\tdue\t2022,\tMississippi\tBusiness\tFinance\tCorp.\t(b) | 16,030 | 16,030 |
| \t\t6.2%\tSeries\tdue\t2026,\tClaiborne\tCounty\t-\tMississippi | 90,000 | 90,000 |
| \t\t6.6%\tSeries\tdue\t2028,\tWest\tFeliciana\tParish\t-\tLouisiana\t(f) | 40,000 | 40,000 |
|  | - | 60,000 |
| \t\tTotal\tgovernmental\tbonds | 931,035 | 991,035 |
| Other\tLong-Term\tDebt: |  |  |
| \t\tNote\tPayable\tto\tNYPA,\tnon-interest\tbearing,\t4.8%\timplicit\trate | $198,127 | $217,676 |
|  | 3,237,434 | 2,251,000 |
| \t\tBank\tterm\tloan,\tEntergy\tCorporation,\tavg\trate\t1.07125%,\tdue\t2010 | 60,000 | 60,000 |
| \t\t6.17%\tNotes\tdue\tMarch\t2008,\tEntergy\tCorporation | - | 72,000 |
| \t\t6.23%\tNotes\tdue\tMarch\t2008,\tEntergy\tCorporation | - | 15,000 |
| \t\t6.13%\tNotes\tdue\tSeptember\t2008,\tEntergy\tCorporation | - | 150,000 |
| \t\t7.75%\tNotes\tdue\tDecember\t2009,\tEntergy\tCorporation | 267,000 | 267,000 |
| \t\t6.58%\tNotes\tdue\tMay\t2010,\tEntergy\tCorporation | 75,000 | 75,000 |
| \t\t6.9%\tNotes\tdue\tNovember\t2010,\tEntergy\tCorporation | 140,000 | 140,000 |
| \t\t7.625%\tNotes\tinitially\tdue\tFebruary\t2011,\tEntergy\tCorporation\t(c) | 500,000 | 500,000 |
| \t\t7.06%\tNotes\tdue\tMarch\t2011,\tEntergy\tCorporation | 86,000 | 86,000 |
| \t\tLong-term\tDOE\tObligation\t(d) | 180,428 | 176,904 |
| \t\tWaterford\t3\tLease\tObligation\t7.45%\t(Note\t10) | 247,725 | 247,725 |
| \t\tGrand\tGulf\tLease\tObligation\t5.13%\t(Note\t10) | 295,304 | 322,005 |

| States	Reconstruction	Funding | 74,444 | 93,500 |
| :--- | :--- | :--- |
| \t\t\tStates\tReconstruction\tFunding | 121,600 | 121,600 |
| \t\t\tReconstruction\tFunding | 114,400 | 114,400 |
|  | 100,000 | - |
| \t\tUnamortized\tPremium\tand\tDiscount\t-\tNet | (6,906) | (5,596) |
| \t\tOther | 28,913 | 30,446 |
| Total\tLong-Term\tDebt | 11,718,749 | 10,724,892 |
| Less\tAmount\tDue\tWithin\tOne\tYear | 544,460 | 996,757 |
| Long-Term\tDebt\tExcluding\tAmount\tDue\tWithin\tOne\tYear | $11,174,289 | $9,728,135 |
| Fair\tValue\tof\tLong-Term\tDebt\t(e) | $10,117,865 | $9,351,702 |

(a) Consists	of	pollution	control	revenue	bonds	and	environmental	revenue	bonds.

(b) The	bonds	are	secured	by	a	series	of	collateral	first	mortgage	bonds.

(c) In	December	2005,	Entergy	Corporation	sold	10	million	equity	units	with	a	stated	amount	of	$50 each.	An	equity	unit	consisted	of	(1)	a	note,	initially	due	February	2011	and	initially	bearing	interest at	an	annual	rate	of	5.75%,	and	(2)	a	purchase	contract	that	obligated	the	holder	of	the	equity	unit	to purchase	for	$50	between	0.5705	and	0.7074	shares	of	Entergy	Corporation	common	stock	on	or before	 February 17, 2009.	Entergy	 paid	 the	 holders	 quarterly	 contract	 adjustment	 payments	 of 1.875%	 per	 year	 on	 the	 stated	 amount	 of	 $50	 per	 equity	 unit.	Under	 the	 terms	 of	 the	 purchase contracts,	Entergy	attempted	to	remarket	the	notes	in	February	2009	but	was	unsuccessful,	the	note holders	put	the	notes	to	Entergy,	Entergy	retired	the	notes,	and	Entergy	issued	6,598,000	shares	of common	stock	in	the	settlement	of	the	purchase	contracts.

(d) Pursuant	to	the	Nuclear	Waste	Policy	Act	of	1982,	Entergy's	nuclear	owner/licensee	subsidiaries have	contracts	with	the	DOE	for	spent	nuclear	fuel	disposal	service.	The	contracts	include	a	one-time fee	 for	 generation	 prior	 to	 April	 7,	 1983.	Entergy	Arkansas	 is	 the	 only	 Entergy	 company	 that generated	electric	power	with	nuclear	fuel	prior	 to	 that	date	and	 includes	 the	one-time	fee,	plus accrued	interest,	in	long-term	debt.

(e) The	 fair	 value	 excludes	 lease	 obligations,	 long-term	 DOE	 obligations,	 and	 the	 note	 payable	 to NYPA,	and	includes	debt	due	within	one	year.	It	is	determined	using	bid	prices	reported	by	dealer markets	and	by	nationally	recognized	investment	banking	firms.

(f) Entergy	 Gulf	 States	 Louisiana	 remains	 primarily	 liable	 for	 all	 of	 the	 long-term	 debt	 issued	 by Entergy	 Gulf	 States,	 Inc.	 that	 was	 outstanding	 on	 December	 31,	 2008	 and	 2007.	Under	 a	 debt assumption	agreement	with	Entergy	Gulf	States	Louisiana,	Entergy	Texas	assumed	approximately 46%	of	this	long-term	debt.

The	annual	long-term	debt	maturities	(excluding	lease	obligations)	for	debt	outstanding	as	of	December	31,	2008,	for	the	next	five	years	are	as follows:

# Amount

In	 November	 2000,	 Entergy's	 Non-Utility	 Nuclear	 business	 purchased	 the	 FitzPatrick	 and	 Indian	 Point	 3	 power	 plants	 in	 a	 seller-financed transaction.	Entergy	issued	notes	to	NYPA	with	seven	annual	installments	of	approximately	$108	million	commencing	one	year	from	the	date	of the	closing,	and	eight	annual	installments	of	$20	million	commencing	eight	years	from	the	date	of	the	closing.	These	notes	do	not	have	a	stated interest	rate,	but	have	an	implicit	interest	rate	of	4.8%.	In	accordance	with	the	purchase	agreement	with	NYPA,	the	purchase	of	Indian	Point	2	in 2001	resulted	in	Entergy's	Non-Utility	Nuclear	business	becoming	liable	to	NYPA	for	an	additional	$10	million	per	year	for	10	years,	beginning	in September	2003.	This	liability	was	recorded	upon	the	purchase	of	Indian	Point	2	in	September	2001,	and	is	included	in	the	note	payable	to	NYPA balance	above.	In	July	2003,	a	payment	of	$102	million	was	made	prior	to	maturity	on	the	note	payable	to	NYPA.	Under	a	provision	in	a	letter	of credit	supporting	these	notes,	if	certain	of	the	Utility	operating	companies	or	System	Energy	were	to	default	on	other	indebtedness,	Entergy	could be	required	to	post	collateral	to	support	the	letter	of	credit.

Covenants	in	the	Entergy	Corporation	notes	require	it	to	maintain	a	consolidated	debt	ratio	of	65%	or	less	of	its	total	capitalization.	If	Entergy's debt	ratio	exceeds	this	limit,	or	if	Entergy	or	certain	of	the	Utility	operating	companies	default	on	other	indebtedness	or	are	in	bankruptcy	or insolvency	proceedings,	an	acceleration	of	the	notes'	maturity	dates	may	occur.

Entergy	 Gulf	 States	 Louisiana,	 Entergy	 Louisiana,	 Entergy	 Mississippi,	 Entergy	Texas,	 and	 System	 Energy	 have	 received	 FERC	 long-term financing	orders	authorizing	long-term	securities	issuances.	Entergy	Arkansas	has	received	an	APSC	long-term	financing	order	authorizing	long- term	securities	issuances.	The	long-term	securities	issuances	of	Entergy	New	Orleans	are	limited	to	amounts	authorized	by	the	City	Council,	and the	current	authorization	extends	through	August	2010.

Long-term	debt	for	the	Registrant	Subsidiaries	as	of	December	31,	2008	and	2007	consisted	of:

|  | 2008 | 2007 |
| :--- | :--- | :--- |
|  | (In\tThousands) |  |
| Entergy\tArkansas |  |  |
| \t\tMortgage\tBonds: |  |  |
| \t\t\t\t4.50%\tSeries\tdue\tJune\t2010 | $100,000 | $100,000 |
| \t\t\t\t5.40%\tSeries\tdue\tAugust\t2013 | 300,000 | - |
| \t\t\t\t5.4%\tSeries\tdue\tMay\t2018 | 150,000 | 150,000 |
| \t\t\t\t5.0%\tSeries\tdue\tJuly\t2018 | 115,000 | 115,000 |
| \t\t\t\t5.66%\tSeries\tdue\tFebruary\t2025 | 175,000 | 175,000 |
| \t\t\t\t6.7%\tSeries\tdue\tApril\t2032 | 100,000 | 100,000 |
| \t\t\t\t6.0%\tSeries\tdue\tNovember\t2032 | 100,000 | 100,000 |
| \t\t\t\t5.9%\tSeries\tdue\tJune\t2033 | 100,000 | 100,000 |
| \t\t\t\t6.38%\tSeries\tdue\tNovember\t2034 | 60,000 | 60,000 |
| \t\t\t\tTotal\tmortgage\tbonds | 1,200,000 | 900,000 |
| \t\tGovernmental\tBonds\t(a): |  |  |
| \t\t\t\t6.3%\tSeries\tdue\t2016,\tPope\tCounty\t(d) | 19,500 | 19,500 |
| \t\t\t\t4.6%\tSeries\tdue\t2017,\tJefferson\tCounty\t(d) | 54,700 | 54,700 |
| \t\t\t\t6.3%\tSeries\tdue\t2020,\tPope\tCounty | 120,000 | 120,000 |
| \t\t\t\t5.0%\tSeries\tdue\t2021,\tIndependence\tCounty\t(d) | 45,000 | 45,000 |
| \t\t\t\tTotal\tgovernmental\tbonds | 239,200 | 239,200 |
| \t\tOther\tLong-Term\tDebt |  |  |
| \t\t\t\tLong-term\tDOE\tObligation\t(b) | 180,428 | 176,904 |
| \t\t\t\tUnamortized\tPremium\tand\tDiscount\t-\tNet | (1,457) | (1,579) |
| Total\tLong-Term\tDebt | 1,618,171 | 1,314,525 |
| Less\tAmount\tDue\tWithin\tOne\tYear | - | - |
| Long-Term\tDebt\tExcluding\tAmount\tDue\tWithin\tOne\tYear | $1,618,171 | $1,314,525 |
| Fair\tValue\tof\tLong-Term\tDebt\t(c) | $1,306,382 | $1,100,603 |

|  | 2008 | 2007 |
| :--- | :--- | :--- |
|  | (In\tThousands) |  |
| Entergy\tGulf\tStates\tLouisiana |  |  |
| \t\tMortgage\tBonds: |  |  |
| \t\t\t\t3.6%\tSeries\tdue\tJune\t2008\t(e) | $- | $325,000 |
| \t\t\t\tLibor\t+\t0.75%\tSeries\tdue\tDecember\t2008\t(e) | - | 350,000 |
| \t\t\t\tLibor\t+\t0.4%\tSeries\tdue\tDecember\t2009\t(e) | 219,470 | 219,470 |
| \t\t\t\t5.12%\tSeries\tdue\tAugust\t2010\t(e) | 100,000 | 100,000 |
| \t\t\t\t4.875%\tSeries\tdue\tNovember\t2011\t(e) | 200,000 | 200,000 |
| \t\t\t\t6.0%\tSeries\tdue\tDecember\t2012\t(e) | 140,000 | 140,000 |
| \t\t\t\t5.6%\tSeries\tdue\tDecember\t2014\t(e) | 50,000 | 50,000 |
| \t\t\t\t5.70%\tSeries\tdue\tJune\t2015\t(e) | 200,000 | 200,000 |
| \t\t\t\t5.25%\tSeries\tdue\tAugust\t2015\t(e) | 200,000 | 200,000 |
| \t\t\t\t6.00%\tSeries\tdue\tMay\t2018 | 375,000 | - |
| \t\t\t\t6.2%\tSeries\tdue\tJuly\t2033\t(e) | 240,000 | 240,000 |
| \t\t\t\t6.18%\tSeries\tdue\tMarch\t2035\t(e) | 85,000 | 85,000 |
| \t\t\t\tTotal\tmortgage\tbonds | 1,809,470 | 2,109,470 |
| \t\tGovernmental\tBonds\t(a)\t(e): |  |  |
| \t\t\t\t5.45%\tSeries\tdue\t2010,\tCalcasieu\tParish | 22,095 | 22,095 |
| \t\t\t\t6.75%\tSeries\tdue\t2012,\tCalcasieu\tParish | 48,285 | 48,285 |
| \t\t\t\t6.7%\tSeries\tdue\t2013,\tPointe\tCoupee\tParish | 17,450 | 17,450 |
| \t\t\t\t5.7%\tSeries\tdue\t2014,\tIberville\tParish | 21,600 | 21,600 |
| \t\t\t\t5.8%\tSeries\tdue\t2015,\tWest\tFeliciana\tParish | 28,400 | 28,400 |
| \t\t\t\t7.0%\tSeries\tdue\t2015,\tWest\tFeliciana\tParish | 39,000 | 39,000 |
| \t\t\t\t5.8%\tSeries\tdue\t2016,\tWest\tFeliciana\tParish | 20,000 | 20,000 |
| \t\t\t\t6.6%\tSeries\tdue\t2028,\tWest\tFeliciana\tParish | 40,000 | 40,000 |
| \t\t\t\tTotal\tgovernmental\tbonds | 236,830 | 236,830 |

| 3.875%	Series	due	August	2008 | $- | $30,000 |
| :--- | :--- | :--- |
| \t\t\t\t4.98%\tSeries\tdue\tJuly\t2010 | 30,000 | 30,000 |
| \t\t\t\t5.25%\tSeries\tdue\tAugust\t2013 | 70,000 | 70,000 |
| \t\t\t\t6.75%\tSeries\tdue\tOctober\t2017 | 25,000 | 25,000 |
| \t\t\t\t5.6%\tSeries\tdue\tSeptember\t2024 | 34,430 | 34,862 |
| \t\t\t\t5.65%\tSeries\tdue\tSeptember\t2029 | 39,345 | 39,865 |
| \t\t\t\tTotal\tmortgage\tbonds | 198,775 | 229,727 |
| Other\tLong-Term\tDebt: |  |  |
| \t\t\t\tAffiliate\tNotes\tPayable | 74,230 | 74,230 |
| \t\t\t\tUnamortized\tPremium\tand\tDiscount\t-\tNet | (32) | (45) |
| Total\tLong-Term\tDebt | 272,973 | 303,912 |
| Less\tAmount\tDue\tWithin\tOne\tYear | - | 30,000 |
| Long-Term\tDebt\tExcluding\tAmount\tDue\tWithin\tOne\tYear | $272,973 | $273,912 |
| Fair\tValue\tof\tLong-Term\tDebt\t(c) | $179,009 | $219,642 |

Entergy	Gulf	States	Louisiana	remains	primarily	liable	for	all	of	the	long-term	debt	issued	by	Entergy	Gulf	States,	Inc.	that	was	outstanding	on December	31,	2008	and	2007.	Under	a	debt	assumption	agreement	with	Entergy	Gulf	States	Louisiana,	Entergy	Texas	assumed	its	pro	rata	share	of this	long-term	debt,	which	was	$1.079	billion,	or	approximately	46%.	The	pro	rata	share	of	the	long-term	debt	assumed	by	Entergy	Texas	was determined	by	first	determining	the	net	assets	for	each	company	on	a	book	value	basis,	and	then	calculating	a	debt	assumption	ratio	that	resulted	in the	common	equity	ratios	for	each	company	being	approximately	the	same	as	the	Entergy	Gulf	States,	Inc.	common	equity	ratio	immediately	prior to	the	jurisdictional	separation.	Entergy	Texas'	debt	assumption	does	not	discharge	Entergy	Gulf	States	Louisiana's	liability	for	the	long-term	debt. To	secure	its	debt	assumption	obligations,	Entergy	Texas	granted	to	Entergy	Gulf	States	Louisiana	a	first	lien	on	Entergy	Texas'	assets	that	were previously	subject	to	the	Entergy	Gulf	States,	Inc.	mortgage.	Entergy	Texas	has	until	December	31,	2010	to	repay	the	assumed	debt.	Following	is the	long-term	debt	issued	by	Entergy	Gulf	States,	Inc.	that	was	outstanding	on	December	31,	2008	and	2007	and	Entergy	Texas'	pro	rata	share	of that	 debt.	Also	included	are	the	securitization	bonds	issued	by	Entergy	Gulf	States	Reconstruction	Funding	that	are	described	in	further	detail below	in	this	Note.

|  | 2008 | 2007 |
| :--- | :--- | :--- |
|  | (In\tThousands) |  |
| Mortgage\tBonds\tshare\tassumed\tunder\tdebt\tassumption\tagreement: |  |  |
| \t\t3.6%\tSeries\tdue\tJune\t2008 | $- | $148,837 |
| \t\tLibor\t+\t0.75%\tSeries\tdue\tDecember\t2008 | - | 160,286 |
| \t\tLibor\t+\t0.4%\tSeries\tdue\tDecember\t2009 | 100,509 | 100,509 |
| \t\t5.12\t%\tSeries\tdue\tAugust\t2010 | 45,796 | 45,796 |
| \t\t4.875%\tSeries\tdue\tNovember\t2011 | 91,592 | 91,592 |
| \t\t6.0%\tSeries\tdue\tDecember\t2012 | 64,114 | 64,114 |
| \t\t5.6%\tSeries\tdue\tDecember\t2014 | 22,898 | 22,898 |
| \t\t5.70%\tSeries\tdue\tJune\t2015 | 91,592 | 91,592 |
| \t\t5.25%\tSeries\tdue\tAugust\t2015 | 91,592 | 91,592 |
| \t\t6.2%\tSeries\tdue\tJuly\t2033 | 109,911 | 109,911 |
| \t\t6.18%\tSeries\tdue\tMarch\t2035 | 38,927 | 38,927 |
| \t\tTotal\tmortgage\tbonds | 656,931 | 966,054 |
| Governmental\tBonds\tshare\tassumed\tunder\tdebt\tassumption\tagreement\t(a): |  |  |
| \t\t5.45%\tSeries\tdue\t2010,\tCalcasieu\tParish | 10,120 | 10,120 |
| \t\t6.75%\tSeries\tdue\t2012,\tCalcasieu\tParish | 22,115 | 22,115 |
| \t\t6.7%\tSeries\tdue\t2013,\tPointe\tCoupee\tParish | 7,990 | 7,990 |
| \t\t5.7%\tSeries\tdue\t2014,\tIberville\tParish | 9,890 | 9,890 |
| \t\t5.8%\tSeries\tdue\t2015,\tWest\tFeliciana\tParish | 13,005 | 13,005 |
| \t\t7.0%\tSeries\tdue\t2015,\tWest\tFeliciana\tParish | 22,440 | 22,440 |
| \t\t5.8%\tSeries\tdue\t2016,\tWest\tFeliciana\tParish | 9,160 | 9,160 |
| \t\t6.6%\tSeries\tdue\t2028,\tWest\tFeliciana\tParish | 18,320 | 18,320 |
| \t\tTotal\tgovernmental\tbonds | 113,040 | 113,040 |
| Other\tLong-Term\tDebt |  |  |
| \t\t5.51%\tSeries\tSenior\tSecured,\tSeries\tA\tdue\tOctober\t2013 | 74,444 | 93,500 |
| \t\t5.79%\tSeries\tSenior\tSecured,\tSeries\tA\tdue\tOctober\t2017 | 121,600 | 121,600 |
| \t\t5.93%\tSeries\tSenior\tSecured,\tSeries\tA\tdue\tJune\t2022 | 114,400 | 114,400 |
| \t\tBank\tCredit\tFacility,\tweighted\tavg\trate\t2.285%\t(Note\t4) | 100,000 | - |
| \t\tUnamortized\tPremium\tand\tDiscount\t-\tNet | (952) | (1,022) |
| \t\tOther | 5,414 | 5,414 |
| Total\tLong-Term\tDebt | 1,184,877 | 1,412,986 |
| Less\tAmount\tDue\tWithin\tOne\tYear | 100,509 | 309,123 |
| Long-Term\tDebt\tExcluding\tAmount\tDue\tWithin\tOne\tYear | $1,084,368 | $1,103,863 |
| Fair\tValue\tof\tLong-Term\tDebt\t(c) | $1,085,362 | $1,378,945 |

| 6.2%	Series	due	October	2012 | $70,000 | $70,000 |
| :--- | :--- | :--- |
| \t\t\t\tTotal\tmortgage\tbonds | 70,000 | 70,000 |
| \t\tGovernmental\tBonds\t(a): |  |  |
| \t\t\t\t5.875%\tSeries\tdue\t2022,\tMississippi\tBusiness\tFinance\tCorp. | 216,000 | 216,000 |
| \t\t\t\t5.9%\tSeries\tdue\t2022,\tMississippi\tBusiness\tFinance\tCorp. | 102,975 | 102,975 |
| \t\t\t\t6.2%\tSeries\tdue\t2026,\tClaiborne\tCounty | 90,000 | 90,000 |
| \t\t\t\tTotal\tgovernmental\tbonds | 408,975 | 408,975 |
| Other\tLong-Term\tDebt: |  |  |
| \t\tGrand\tGulf\tLease\tObligation\t5.13%\t(Note\t10) | 295,304 | 322,005 |
| \t\tUnamortized\tPremium\tand\tDiscount\t-\tNet | (939) | (1,013) |
| Total\tLong-Term\tDebt | 773,340 | 799,967 |
| Less\tAmount\tDue\tWithin\tOne\tYear | 28,440 | 26,701 |
| Long-Term\tDebt\tExcluding\tAmount\tDue\tWithin\tOne\tYear | $744,900 | $773,266 |
| Fair\tValue\tof\tLong-Term\tDebt\t(c) | $363,515 | $481,401 |

(b) Pursuant	to	the	Nuclear	Waste	Policy	Act	of	1982,	Entergy's	nuclear	owner/licensee	subsidiaries have	contracts	with	the	DOE	for	spent	nuclear	fuel	disposal	service.	The	contracts	include	a	one-time fee	 for	 generation	 prior	 to	 April	 7,	 1983.	Entergy	Arkansas	 is	 the	 only	 Entergy	 company	 that generated	electric	power	with	nuclear	fuel	prior	 to	 that	date	and	 includes	 the	one-time	fee,	plus accrued	interest,	in	long-term	debt.

(c) The	fair	value	excludes	 lease	obligations	and	 long-term	DOE	obligations,	and	 includes	debt	due within	 one	 year.	It	 is	 determined	 using	 bid	 prices	 reported	 by	 dealer	 markets	 and	 by	 nationally recognized	investment	banking	firms.

(d) The	bonds	are	secured	by	a	series	of	collateral	first	mortgage	bonds.

(e) Entergy	 Gulf	 States	 Louisiana	 remains	 primarily	 liable	 for	 all	 of	 the	 long-term	 debt	 issued	 by Entergy	 Gulf	 States,	 Inc.	 that	 was	 outstanding	 on	 December	 31,	 2008	 and	 2007.	Under	 a	 debt assumption	agreement	with	Entergy	Gulf	States	Louisiana,	Entergy	Texas	assumed	approximately 46%	 of this	 long-term	 debt.	Entergy	 Gulf	 States	 Louisiana	 recorded	 an	 assumption	 asset	 on	 its balance	sheet	to	reflect	the	long-term	debt	assumed	by	Entergy	Texas.

(f) In	April	2008,	Entergy	Mississippi	repurchased	its	$30	million	of	Auction	Rate	Independence	County Pollution	Control	Revenue	Bonds	due	July	2022.	In	June	2008,	Entergy	Mississippi	remarketed	the series	and	fixed	the	interest	rate	to	maturity	at	4.90%.

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| 2009 | - | $219,470 | - | - | - | $100,509 | - |
| 2010 | $100,000 | $122,095 | $205,000 | - | $30,000 | $669,462 | - |
| 2011 | - | $200,000 | - | $80,000 | - | - | - |
| 2012 | - | $188,285 | - | - | - | $100,000 | $70,000 |
| 2013 | $300,000 | $17,450 | - | $100,000 | $70,000 | $74,444 | - |

# Entergy	Texas	Securitization	Bonds

In	April	2007,	the	PUCT	issued	a	financing	order	authorizing	the	issuance	of	securitization	bonds	to	recover	$353	million	of	Entergy	Texas' Hurricane	Rita	reconstruction	costs	and	up	to	$6	million	of	transaction	costs,	offset	by	$32	million	of	related	deferred	income	tax	benefits.	In	June 2007,	Entergy	Gulf	States	Reconstruction	Funding	I,	LLC,	a	company	wholly-owned	and	consolidated	by	Entergy	Texas,	issued	$329.5	million	of senior	secured	transition	bonds	(securitization	bonds),	as	follows:

|  | Amount |
| :--- | :--- |
|  | (In\tThousands) |
| Senior\tSecured\tTransition\tBonds,\tSeries\tA: |  |
| Tranche\tA-1\t(5.51%)\tdue\tOctober\t2013 | $93,500 |
| Tranche\tA-2\t(5.79%)\tdue\tOctober\t2018 | 121,600 |
| Tranche\tA-3\t(5.93%)\tdue\tJune\t2022 | 114,400 |

Total	senior	secured	transition	bonds

Although	the	principal	amount	of	each	tranche	is	not	due	until	the	dates	given	above,	Entergy	Gulf	States	Reconstruction	Funding	expects	to	make principal	payments	on	the	bonds	over	the	next	five	years	in	the	amounts	of	$17.7	million	for	2009,	$18.6	million	for	2010,	$19.7	million	for	2011, $20.8	million	for	2012,	and	$21.9	million	for	2013.	All	of	the	scheduled	principal	payments	for	2009-2012	are	for	Tranche	A-1,	except	for	$2.3 million	for	Tranche	A-2	in	2012,	and	all	of	the	scheduled	principal	payments	for	2013	are	for	Tranche	A-2.

With	the	proceeds,	Entergy	Gulf	States	Reconstruction	Funding	purchased	from	Entergy	Texas	the	transition	property,	which	is	the	right	to	recover from	customers	through	a	transition	charge	amounts	sufficient	to	service	the	securitization	bonds.	Entergy	Texas	began	cost	recovery	through	the transition	charge	in	July	2007.	The	creditors	of	Entergy	Texas	do	not	have	recourse	to	the	assets	or	revenues	of	Entergy	Gulf	States	Reconstruction Funding,	including	the	transition	property,	and	the	creditors	of	Entergy	Gulf	States	Reconstruction	Funding	do	not	have	recourse	to	the	assets	or revenues	of	Entergy	Texas.	Entergy	Texas	has	no	payment	obligations	to	Entergy	Gulf	States	Reconstruction	Funding	except	to	remit	transition charge	collections.

# Entergy	Texas	Note	Payable	to	Entergy	Corporation

In	December	2008,	Entergy	Texas	borrowed	$160	million	from	its	parent	company,	Entergy	Corporation,	under	a	$300	million	revolving	credit facility	pursuant	to	an	Inter-Company	Credit	Agreement	between	Entergy	Corporation	and	Entergy	Texas.	 The	note	had	a	December	3,	2013 maturity	 date.	Entergy	Texas	used	these	borrowings,	together	with	other	available	corporate	funds,	to	pay	at	maturity	the	portion	of	the	$350 million	Floating	Rate	series	of	First	Mortgage	Bonds	due	December	2008	that	had	been	assumed	by	Entergy	Texas,	and	that	bond	series	is	no longer	outstanding.	In	January	2009,	Entergy	Texas	repaid	its	$160	million	note	payable	to	Entergy	Corporation	with	the	proceeds	from	the	bond issuance	discussed	below.

# Entergy	Texas	Debt	Issuance

In	January	2009,	Entergy	Texas	issued	$500	million	of	7.125%	Series	Mortgage	Bonds	due	February	2019.	Entergy	Texas	used	a	portion	of	the proceeds	to	repay	its	$160	million	note	payable	to	Entergy	Corporation,	to	repay	the	$100	million	outstanding	on	its	credit	facility,	and	to	repay short-term	borrowings	under	the	Entergy	System	money	pool.	Entergy	Texas	intends	to	use	the	remaining	proceeds	to	repay	on	or	prior	to	maturity approximately	$70	million	of	obligations	that	had	been	assumed	by	Entergy	Texas	under	the	debt	assumption	agreement	with	Entergy	Gulf	States Louisiana	and	for	other	general	corporate	purposes.

# Entergy	New	Orleans	Affiliate	Notes

Pursuant	to	its	plan	of	reorganization,	in	May	2007	Entergy	New	Orleans	issued	notes	due	in	three	years	in	satisfaction	of	its	affiliate	prepetition accounts	payable	(approximately	$74	million,	including	interest),	including	its	indebtedness	to	the	Entergy	System	money	pool.	Entergy	New Orleans	included	in	the	principal	amount	of	the	notes	accrued	interest	from	September	23,	2005	at	the	Louisiana	judicial	rate	of	interest	for	2005 (6%)	and	2006	(8%),	and	at	the	Louisiana	judicial	rate	of	interest	plus	1%	for	2007	through	the	date	of	issuance	of	the	notes.	Entergy	New	Orleans will	pay	interest	on	the	notes	from	their	date	of	issuance	at	the	Louisiana	judicial	rate	of	interest	plus	1%.	The	Louisiana	judicial	rate	of	interest	is 9.5%	for	2007	and	8.5%	for	2008.

# NOTE	6.	PREFERRED	EQUITY	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy Mississippi,	and	Entergy	New	Orleans)

The	number	of	shares	and	units	authorized	and	outstanding	and	dollar	value	of	preferred	stock,	preferred	membership	interests,	and	minority interest	for	Entergy	Corporation	subsidiaries	as	of	December	31,	2008	and	2007	are	presented	below.	All	series	of	the	Utility	preferred	stock	are redeemable	at	the	option	of	the	related	company.

|  | Shares/Units<br>Authorized<br>2008 | 2007 | Shares/Units<br>Outstanding<br>2008 | 2007 | 2008 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Entergy\tCorporation |  |  |  |  | (Dollars\tin\tThousands) | (Dollars\tin\tThousands) |
| \t\tUtility: |  |  |  |  |  |  |
| \t\t\t\tPreferred\tStock\tor\tPreferred |  |  |  |  |  |  |
| \t\t\t\tMembership\tInterests\twithout |  |  |  |  |  |  |
| \t\t\t\tsinking\tfund: |  |  |  |  |  |  |
| \t\t\t\t\t\tEntergy\tArkansas,\t4.32%-6.45%\tSeries | 3,413,500 | 3,413,500 | 3,413,500 | 3,413,500 | $116,350 | $116,350 |
| \t\t\t\t\t\tEntergy\tGulf\tStates\tLouisiana, |  |  |  |  |  | 10,000 |
| \t\t\t\t\t\t\tSeries\tA\t8.25\t% | 100,000 | 100,000 | 100,000 | 100,000 | 10,000 |  |
| \t\t\t\t\t\tEntergy\tLouisiana,\t6.95%\tSeries\t(a) | 1,000,000 | 1,000,000 | 840,000 | 840,000 | 84,000 | 84,000 |
| \t\t\t\t\t\tEntergy\tMississippi,\t4.36%-6.25%\tSeries | 1,403,807 | 1,403,807 | 1,403,807 | 1,403,807 | 50,381 | 50,381 |
| \t\t\t\t\t\tEntergy\tNew\tOrleans,\t4.36%-5.56%\tSeries | 197,798 | 197,798 | 197,798 | 197,798 | 19,780 | 19,780 |
| Total\tUtility\tPreferred\tStock\tor\tPreferred |  |  |  |  |  |  |
| \t\tMembership\tInterests\twithout\tsinking\tfund | 6,115,105 | 6,115,105 | 5,955,105 | 5,955,105 | 280,511 | 280,511 |
| Non-nuclear\tWholesale\tAssets\tBusiness: |  |  |  |  |  |  |
| \t\tPreferred\tStock\twithout\tsinking\tfund: |  |  |  |  |  |  |
| \t\t\t\tEntergy\tAsset\tManagement,\t8.95%\trate\t(b) | 1,000,000 | 1,000,000 | 297,376 | 297,376 | 29,738 | 29,738 |
| \t\t\t\tOther | - | - | - | - | 780 | 913 |
| Total\tPreferred\tStock\tor\tPreferred |  |  |  |  |  |  |
| \t\tMembership\tInterests\twithout\tsinking\tfund | 7,115,105 | 7,115,105 | 6,252,481 | 6,252,481 | $311,029 | $311,162 |

(a) In	2007,	Entergy	Louisiana	Holdings,	an	Entergy	subsidiary,	purchased	160,000	of	these	shares from	the	holders.

(b) At	 December	 31,	 2007,	 the	 dividend	 rate	 was	 11.50%.	The	preferred	stockholders'	agreement provides	that	each	December	31	either	Entergy	Asset	Management	or	the	preferred	shareholders may	 request	 that	 the	 preferred	 dividend	 rate	 be	 reset.	If	 Entergy	Asset	 Management	 and	 the preferred	shareholders	are	unable	to	agree	on	a	dividend	reset	rate,	a	preferred	shareholder	can request	that	its	shares	be	sold	to	a	third	party.	If	Entergy	Asset	Management	is	unable	to	sell	the preferred	shares	within	75	days,	 the	preferred	shareholder	has	 the	right	 to	 take	control	of	 the Entergy	Asset	Management	board	of	directors	for	the	purpose	of	liquidating	the	assets	of	Entergy Asset	Management	in	order	to	repay	the	preferred	shares	and	any	accrued	dividends.

# All	outstanding	preferred	stock	and	membership	interests	are	cumulative.

At	December	31,	2008,	Entergy	Gulf	States	Louisiana	had	outstanding	100,000	units	of	no	par	value	8.25%	Series	Preferred	Membership	Interests that	were	initially	issued	by	Entergy	Gulf	States,	Inc.	as	preference	stock.	The	preference	shares	were	converted	into	the	preferred	units	as	part	of the	 jurisdictional	 separation.	The	 distributions	 are	 cumulative	 and	 payable	 quarterly	 beginning	 March	 15,	 2008.	The	 preferred	 membership interests	are	redeemable	on	or	after	December	15,	2015,	at	Entergy	Gulf	States	Louisiana's	option,	at	the	fixed	redemption	price	of	$100	per	unit.

The	number	of	shares	and	units	authorized	and	outstanding	and	dollar	value	of	preferred	stock	and	membership	interests	for	Entergy	Arkansas, Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	as	of	December	31,	2008	and	2007	are	presented below.	All	series	of	the	Utility	operating	companies'	preferred	stock	and	membership	interests	are	redeemable	at	the	respective	company's	option	at the	call	prices	presented.	Dividends	and	distributions	paid	on	all	of	Entergy's	preferred	stock	and	membership	interests	series	are	eligible	for	the dividends	received	deduction.	The	dividends	received	deduction	is	limited	by	Internal	Revenue	Code	section	244	for	the	following	preferred	stock series:	Entergy	Arkansas	4.72%,	Entergy	Mississippi	4.56%,	and	Entergy	New	Orleans	4.75%.

|  | Shares<br>Authorized<br>and	Outstanding<br>2008 | 2007 | Dollars<br>(In	Thousands)<br>2008 | 2007 | Call	Price	Per<br>Share	as	of<br>December	31,<br>2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Entergy\tArkansas\tPreferred\tStock |  |  |  |  |  |
| \t\tWithout\tsinking\tfund: |  |  |  |  |  |
| \t\t\t\tCumulative,\t$100\tpar\tvalue: |  |  |  |  |  |
| \t\t\t\t\t\t4.32%\tSeries | 70,000 | 70,000 | $7,000 | $7,000 | $103.65 |
| \t\t\t\t\t\t4.72%\tSeries | 93,500 | 93,500 | 9,350 | 9,350 | $107.00 |
| \t\t\t\t\t\t4.56%\tSeries | 75,000 | 75,000 | 7,500 | 7,500 | $102.83 |
| \t\t\t\t\t\t4.56%\t1965\tSeries | 75,000 | 75,000 | 7,500 | 7,500 | $102.50 |
| \t\t\t\t\t\t6.08%\tSeries | 100,000 | 100,000 | 10,000 | 10,000 | $102.83 |
| \t\t\t\tCumulative,\t$25\tpar\tvalue: |  |  |  |  |  |
| \t\t\t\t\t\t6.45%\tSeries\t(a) | 3,000,000 | 3,000,000 | 75,000 | 75,000 | $- |
| \t\t\t\t\t\t\t\tTotal\twithout\tsinking\tfund | 3,413,500 | 3,413,500 | $116,350 | $116,350 |  |

|  | Shares<br>Authorized<br>and	Outstanding<br>2008 | 2007 | Dollars<br>(In	Thousands)<br>2008 | 2007 | Call	Price	Per<br>Share	as	of<br>December	31,<br>2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Entergy\tMississippi\tPreferred\tStock |  |  |  |  |  |
| \t\tWithout\tsinking\tfund: |  |  |  |  |  |
| \t\t\t\tCumulative,\t$100\tpar\tvalue: |  |  |  |  |  |
| \t\t\t\t\t\t4.36%\tSeries | 59,920 | 59,920 | $5,992 | $5,992 | $103.88 |
| \t\t\t\t\t\t4.56%\tSeries | 43,887 | 43,887 | 4,389 | 4,389 | $107.00 |

(a) Series	is	non-callable	until	April	2011;	thereafter	callable	at	par.

(b) Series	is	non-callable	until	January	2016;	thereafter	callable	at	par.

(c) Series	is	non-callable	until	December	2010;	thereafter	callable	at	par.

(d) Series	is	non-callable	until	August	2010;	thereafter	callable	at	par.

# NOTE	7.	COMMON	EQUITY	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy)

# Common	Stock

# Treasury	Stock

| Beginning	Balance,	January	1 | 55,053,847 | $3,734,865 | 45,506,311 | $2,644,390 | 40,644,602 | $2,161,960 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| \t\tRepurchases | \t4,792,299 | 512,351 | \t11,581,842 | 1,215,578 | 6,672,000 | 584,193 |
| \t\tIssuances: |  |  |  |  |  |  |
| \t\t\t\tEmployee\tStock-Based |  |  |  |  |  |  |
| \t\t\t\t\tCompensation\tPlans | (1,025,408) | (71,636) | (2,029,686) | (124,801) | (1,803,471) | (101,393) |
| \t\t\t\tDirectors'\tPlan | (5,220) | (366) | (4,620) | (302) | (6,820) | (370) |
| Ending\tBalance,\tDecember\t31 | \t58,815,518 | $4,175,214 | \t55,053,847 | $3,734,865 | 45,506,311 | $2,644,390 |

Entergy	Corporation	reissues	 treasury	shares	 to	meet	 the	requirements	of	 the	Stock	Plan	for	Outside	Directors	(Directors'	Plan),	 two	Equity Ownership	Plans	of	Entergy	Corporation	and	Subsidiaries,	the	Equity	Awards	Plan	of	Entergy	Corporation	and	Subsidiaries,	and	certain	other stock	benefit	plans.	The	Directors'	Plan	awards	to	non-employee	directors	a	portion	of	their	compensation	in	the	form	of	a	fixed	number	of	shares	of Entergy	Corporation	common	stock.

In	January	2007,	the	Board	approved	a	repurchase	program	under	which	Entergy	is	authorized	to	repurchase	up	to	$1.5	billion	of	its	common	stock, of	which	$1.4	billion	was	repurchased	as	of	December	31,	2008.	In	January	2008,	 the	Board	authorized	an	 incremental	$500	million	share repurchase	program	to	enable	Entergy	to	consider	opportunistic	purchases	in	response	to	equity	market	conditions.	Entergy	expects	to	complete both	of	these	programs	in	2009.

The	amount	of	repurchases	may	vary	as	a	result	of	material	changes	in	business	results	or	capital	spending	or	new	investment	opportunities.

# Retained	Earnings	and	Dividend	Restrictions

Provisions	within	the	articles	of	incorporation	or	pertinent	indentures	and	various	other	agreements	relating	to	the	long-term	debt	and	preferred stock	of	certain	of	Entergy	Corporation's	subsidiaries	restrict	the	payment	of	cash	dividends	or	other	distributions	on	their	common	and	preferred stock.	As	of	December	31,	2008,	Entergy	Arkansas	and	Entergy	Mississippi	had	restricted	retained	earnings	unavailable	for	distribution	to	Entergy Corporation	of	$461.6	million	and	$121.6	million,	respectively.	Entergy	Corporation	received	dividend	payments	from	subsidiaries	totaling	$313 million	in	2008,	$625	million	in	2007,	and	$950	million	in	2006.

NOTE	8.	COMMITMENTS	AND	CONTINGENCIES	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy)

Entergy	and the	Registrant	Subsidiaries	are involved in	a	number	of legal,	regulatory,	and tax	proceedings	before	various	courts,	regulatory

commissions,	 and	 governmental	 agencies	 in	 the	 ordinary	 course	 of	 business.	While	 management	 is	 unable	 to	 predict	 the	 outcome	 of	 such proceedings,	management	does	not	believe	that	the	ultimate	resolution	of	these	matters	will	have	a	material	adverse	effect	on	Entergy's	results	of operations,	cash	flows,	or	financial	condition.	Entergy	discusses	regulatory	proceedings	in	Note	2	to	the	financial	statements	and	discusses	tax proceedings	in	Note	3	to	the	financial	statements.

# Vidalia	Purchased	Power	Agreement

Entergy	Louisiana	has	an	agreement	extending	through	the	year	2031	to	purchase	energy	generated	by	a	hydroelectric	facility	known	as	the	Vidalia project.	Entergy	Louisiana	made	payments	under	the	contract	of	approximately	$167.7	million	in	2008,	$130.8	million	in	2007,	and	$107.1	million in	2006.	If	the	maximum	percentage	(94%)	of	the	energy	is	made	available	to	Entergy	Louisiana,	current	production	projections	would	require estimated	payments	of	approximately	$158.5	million	in	2009,	and	a	total	of	$2.92	billion	for	the	years	2010	through	2031.	Entergy	Louisiana currently	recovers	the	costs	of	the	purchased	energy	through	its	fuel	adjustment	clause.	In	an	LPSC-approved	settlement	related	to	tax	benefits from	the	tax	treatment	of	the	Vidalia	contract,	Entergy	Louisiana	agreed	to	credit	rates	by	$11	million	each	year	for	up	to	ten	years,	beginning	in October	2002.	In	addition,	in	accordance	with	an	LPSC	settlement,	Entergy	Louisiana	credited	rates	in	August	2007	by	$11.8	million	(including interest)	as	a	result	of	a	settlement	with	the	IRS	of	the	2001	tax	treatment	of	the	Vidalia	contract.	The	provisions	of	the	settlement	also	provide	that the	LPSC	shall	not	recognize	or	use	Entergy	Louisiana's	use	of	the	cash	benefits	from	the	tax	treatment	in	setting	any	of	Entergy	Louisiana's	rates. Therefore,	to	the	extent	Entergy	Louisiana's	use	of	the	proceeds	would	ordinarily	have	reduced	its	rate	base,	no	change	in	rate	base	shall	be reflected	for	ratemaking	purposes.

# Nuclear	Insurance

# Third	Party	Liability	Insurance

The	Price-Anderson	Act	requires	that	reactor	licensees	purchase	insurance	and	participate	in	a	secondary	insurance	pool	that	provides	insurance coverage	for	the	public	in	the	event	of	a	nuclear	power	plant	accident.	The	costs	of	this	insurance	are	borne	by	the	nuclear	power	industry. Congress	amended	and	renewed	the	Price-Anderson	Act	in	2005	for	a	term	through	2025.	The	Price-Anderson	Act	requires	nuclear	power	plants	to show	evidence	of	financial	protection	in	the	event	of	a	nuclear	accident.	This	protection	must	consist	of	two	layers	of	coverage:

1.	 The	primary	level	is	private	insurance	underwritten	by	American	Nuclear	Insurers	and	provides	public	liability	insurance	coverage	of	$300 million.	If	this	amount	is	not	sufficient	to	cover	claims	arising	from	an	accident,	the	second	level,	Secondary	Financial	Protection,	applies. 2.	 Within	the	Secondary	Financial	Protection	level,	each	nuclear	reactor	has	a	contingent	obligation	to	pay	a	retrospective	premium,	equal	to	its proportionate	share	of	the	loss	in	excess	of	the	primary	level,	regardless	of	proximity	to	the	incident	or	fault,	up	to	a	maximum	of	$117.5 million	per	reactor	per	incident	(Entergy's	maximum	total	contingent	obligation	per	incident	is	$1.3	billion).	This	consists	of	a	$111.9	million maximum	retrospective	premium	plus	a	five	percent	surcharge	that	may	be	payable,	if	needed,	at	a	rate	that	is	currently	set	at	$17.5	million per	year	per	nuclear	power	reactor.	There	are	no	terrorism	limitations.

Currently,	 104	 nuclear	 reactors	 are	 participating	 in	 the	 Secondary	 Financial	 Protection	 program.	The	 product	 of	 the	 maximum	 retrospective premium	assessment	to	the	nuclear	power	industry	and	the	number	of	nuclear	power	reactors	provides	over	$12.2	billion	in	secondary	layer

insurance	coverage	to	compensate	the	public	in	the	event	of	a	nuclear	power	reactor	accident.	The	Price-Anderson	Act	provides	that	all	potential liability	for	a	nuclear	accident	is	limited	to	the	amounts	of	insurance	coverage	available	under	the	primary	and	secondary	layers.

Entergy	Arkansas	has	two	licensed	reactors	and	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	System	Energy	each	have	one	licensed reactor	(10%	of	Grand	Gulf	is	owned	by	a	non-affiliated	company	(SMEPA)	that	would	share	on	a	pro-rata	basis	in	any	retrospective	premium assessment	to	System	Energy	under	the	Price-Anderson	Act).	Entergy's	Non-Utility	Nuclear	business	owns	and	operates	six	nuclear	power	reactors and	owns	the	shutdown	Indian	Point	1	reactor.

# Property	Insurance

Entergy's	 nuclear	 owner/licensee	 subsidiaries	 are	 members	 of	 certain	 mutual	 insurance	 companies	 that	 provide	 property	 damage	 coverage, including	decontamination	and	premature	decommissioning	expense,	to	the	members'	nuclear	generating	plants.	These	programs	are	underwritten by	Nuclear	Electric	Insurance	Limited	(NEIL).	As	of	December	31,	2008,	Entergy	was	insured	against	such	losses	per	the	following	structures:

Utility	Plants	(ANO	1	and	2,	Grand	Gulf,	River	Bend,	and	Waterford	3)

Primary	Layer	(per	plant)	-	$500	million	per	occurrence

Excess	Layer	(per	plant)	-	$750	million	per	occurrence

Blanket	Layer	(shared	among	the	Utility	plants)	-	$350	million	per	occurrence

Total	limit	-	$1.6	billion	per	occurrence

Deductibles:

$2.5	million	per	occurrence	-	Turbine/generator	damage

$2.5	million	per	occurrence	-	Other	than	turbine/generator	damage

$10	million	per	occurrence	plus	10%	of	amount	above	$10	million	-	Damage	from	a	windstorm

Note:	ANO	1	and	2	share	in	the	primary	layer	with	one	policy	in	common	for	that	site	because	the	policy	is	issued	on	a	per	site	basis.

Non-Utility	Nuclear	Plants	(Indian	Point	2	and	3,	FitzPatrick,	Pilgrim,	Vermont	Yankee,	Palisades,	and	Big	Rock	Point)

Excess	Layer	-	$615	million	per	occurrence Total	limit	-	$1.115	billion	per	occurrence Deductibles:

$2.5	million	per	occurrence	-	Turbine/generator	damage $2.5	million	per	occurrence	-	Other	than	turbine/generator	damage

Note:	Indian	Point	2	and	3	share	in	the	primary	layer	with	one	policy	in	common	for	that	site	because	the	policy	is	issued	on	a	per	site basis.	Big	Rock	Point	has	its	own	primary	policy	with	no	excess	coverage.

In	addition,	Waterford	3,	Grand	Gulf,	and	the	Non-Utility	Nuclear	plants	are	also	covered	under	NEIL's	Accidental	Outage	Coverage	program. This	coverage	provides	certain	fixed	indemnities	in	the	event	of	an	unplanned	outage	that	results	from	a	covered	NEIL	property	damage	loss, subject	to	a	deductible	and	a	waiting	period.	The	following	summarizes	this	coverage	as	of	December	31,	2008:

# Waterford	3

$2.95	million	weekly	indemnity

$413	million	maximum	indemnity Deductible:	26	week	waiting	period

Grand	Gulf

$14	million	maximum	indemnity

Deductible:	26	week	waiting	period

Indian	Point	2	and	Indian	Point	3	and	Palisades	(Indian	Point	2	and	Indian	Point	3	share	the	limits)

$490	million	maximum	indemnity

FitzPatrick	and	Pilgrim	(each	plant	has	an	individual	policy	with	the	noted	parameters)

$4.0	million	weekly	indemnity $490	million	maximum	indemnity Deductible:	12	week	waiting	period

Vermont	Yankee

$3.5	million	weekly	indemnity $435	million	maximum	indemnity

Under	the	property	damage	and	accidental	outage	insurance	programs,	Entergy	nuclear	plants	could	be	subject	to	assessments	should	losses	exceed the	accumulated	funds	available	from	NEIL.	As	of	December	31,	2008,	the	maximum	amounts	of	such	possible	assessments	per	occurrence	were as	follows:

|  | Assessments |
| :--- | :--- |
|  | \t(In\tMillions) |
| Utility: |  |
| Entergy\tArkansas | $21.0 |
| Entergy\tGulf\tStates\tLouisiana | $17.0 |
| Entergy\tLouisiana | $18.5 |
| Entergy\tMississippi | $0.07 |
| Entergy\tNew\tOrleans | $0.07 |
| Entergy\tTexas | N/A |
| System\tEnergy | $14.7 |
| Non-Utility\tNuclear | $87.8 |

Entergy	maintains	property	insurance	for	its	nuclear	units	in	excess	of	the	NRC's	minimum	requirement	of	$1.06	billion	per	site	for	nuclear	power plant	licensees.	NRC	regulations	provide	that	the	proceeds	of	this	insurance	must	be	used,	first,	to	render	the	reactor	safe	and	stable,	and	second,	to complete	decontamination	operations.	Only	after	proceeds	are	dedicated	for	such	use	and	regulatory	approval	is	secured	would	any	remaining proceeds	be	made	available	for	the	benefit	of	plant	owners	or	their	creditors.

In	the	event	that	one	or	more	acts	of	non-certified	terrorism	causes	property	damage	under	one	or	more	or	all	nuclear	insurance	policies	issued	by NEIL	(including,	but	not	limited	to,	those	described	above)	within	12	months	from	the	date	the	first	property	damage	occurs,	the	maximum recovery	under	all	such	nuclear	insurance	policies	shall	be	an	aggregate	of	$3.24	billion	plus	the	additional	amounts	recovered	for	such	losses	from reinsurance,	 indemnity,	 and	 any	 other	 sources	 applicable	 to	 such	 losses.	There	 is	no	aggregate	 limit	 involving	one	or	more	acts	of	certified terrorism.

# Conventional	Property	Insurance

Entergy's	conventional	property	insurance	program	provides	coverage	of	up	to	$400	million	on	an	Entergy	system-wide	basis	for	all	operational perils	(direct	physical	loss	or	damage	due	to	machinery	breakdown,	electrical	failure,	fire,	lightning,	hail,	or	explosion)	on	an	"each	and	every	loss" basis,	and	for	natural	perils	(direct	physical	loss	or	damage	due	to	named	windstorm,	earthquake	or	flood)	on	an	annual	aggregate	basis.	The

coverage	is	subject	to	a	$20	million	self-insured	retention	per	occurrence	for	operational	perils	or	a	2%	of	the	insured	loss	retention	per	occurrence for	natural	perils	(up	to	a	$35	million	maximum	self-insured	retention).	Covered	property	generally	includes	power	plants,	substations,	facilities, inventories,	and	gas	distribution-related	properties.	Excluded	property	generally	includes	above-ground	transmission	and	distribution	lines,	poles, and	towers.	The	primary	layer	consists	of	a	$125	million	layer	in	excess	of	the	self-insured	retention	and	is	placed	through	various	insurers.	The excess	layer	consists	of	two	layers:	a	$175	million	layer	in	excess	of	the	$125	million	primary	layer	and	an	additional	$100	million	layer	in	excess of	$175	million	layer;	both	excess	layers	are	placed	on	a	quota	share	basis	through	several	insurers.	Combining	the	$125	million	primary	layer,	the $175	million	excess	layer,	and	$100	million	additional	excess	layer	results	in	a	total	of	$400	million	in	coverage.	This	coverage	is	in	place	for Entergy	Corporation,	the	Registrant	Subsidiaries,	and	certain	other	Entergy	subsidiaries,	including	the	owners	of	the	Non-Utility	Nuclear	power plants.

In	addition	to	the	conventional	property	insurance	program,	Entergy	has	purchased	additional	coverage	($20	million	per	occurrence)	for	some	of	its non-regulated,	non-generation	assets.	This	policy	serves	to	buy-down	the	$20	million	deductible	and	is	placed	on	a	scheduled	location	basis.	The applicable	deductibles	are	$100,000	to	$250,000,	except	for	properties	that	are	damaged	by	flooding	and	properties	whose	values	are	greater	than $20	million;	these	properties	have	a	$500,000	deductible.

# Hurricane	Katrina	and	Hurricane	Rita	Claims

Entergy	has	received	a	total	of	$277	million	as	of	December	31,	2008	on	its	Hurricane	Katrina	and	Hurricane	Rita	insurance	claims,	including	the settlements	of	its	Hurricane	Katrina	claims	with	each	of	its	two	excess	insurers.	Of	the	$277	million	received,	$186	million	was	allocated	to Entergy	New	Orleans,	$16	million	to	Entergy	Gulf	States	Louisiana,	$24	million	to	Entergy	Texas,	and	$40	million	to	Entergy	Louisiana.	Entergy currently	expects	to	receive	payment	for	any	remaining	insurance	recovery	related	to	Hurricane	Katrina	and	Hurricane	Rita	in	2009.

To	the	extent	that	Entergy	New	Orleans	receives	insurance	proceeds	for	future	construction	expenditures	associated	with	rebuilding	its	gas	system, the	October	2006	City	Council	resolution	approving	the	settlement	of	Entergy	New	Orleans'	rate	and	storm-cost	recovery	filings	requires	Entergy New	Orleans	to	record	those	proceeds	in	a	designated	sub-account	of	other	deferred	credits.	This	other	deferred	credit	is	shown	as	"Gas	system rebuild	insurance	proceeds"	on	Entergy	New	Orleans'	balance	sheet.

# Waterford	3	Lease	Obligations	(Entergy	Louisiana)

In	1989,	in	three	separate	but	substantially	identical	transactions,	Entergy	Louisiana	sold	and	leased	back	undivided	interests	in	Waterford	3	for	the aggregate	sum	of	$353.6	million.	The	interests	represent	approximately	9.3%	of	Waterford	3.	Upon	the	occurrence	of	certain	events,	Entergy Louisiana	may	be	obligated	to	pay	amounts	sufficient	to	permit	the	termination	of	the	lease	transactions	and	may	be	required	to	assume	the outstanding	bonds	issued	to	finance,	in	part,	the	lessors'	acquisition	of	the	undivided	interests	in	Waterford	3.

# Employment	and	Labor-related	Proceedings

The	Registrant	Subsidiaries	and	other	Entergy	subsidiaries	are	responding	to	various	lawsuits	in	both	state	and	federal	courts	and	to	other	labor- related	proceedings	filed	by	current	and	former	employees	and	third	parties	not	selected	for	open	positions.	These	actions	include,	but	are	not limited	to,	allegations	of	wrongful	employment	actions;	wage	disputes	and	other	claims	under	the	Fair	Labor	Standards	Act	or	its	state

counterparts;	claims	of	race,	gender	and	disability	discrimination;	disputes	arising	under	collective	bargaining	agreements;	unfair	labor	practice proceedings	and	other	administrative	proceedings	before	the	National	Labor	Relations	Board;	claims	of	retaliation;	and	claims	for	or	regarding benefits	under	various	Entergy	Corporation	sponsored	plans.	Entergy	and	the	Registrant	Subsidiaries	are	responding	to	these	suits	and	proceedings and	deny	liability	to	the	claimants.

# Asbestos	Litigation	(Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans, and	Entergy	Texas)

Numerous	lawsuits	have	been	filed	in	federal	and	state	courts	primarily	in	Texas	and	Louisiana,	primarily	by	contractor	employees	who	worked	in the	1940-1980s	timeframe,	against	Entergy	Gulf	States	Louisiana	and	Entergy	Texas,	and	to	a	lesser	extent	the	other	Utility	operating	companies, as	premises	owners	of	power	plants,	for	damages	caused	by	alleged	exposure	to	asbestos.	Many	other	defendants	are	named	in	these	lawsuits	as well.	Currently,	there	are	approximately	500	lawsuits	involving	approximately	6,000	claimants.	Management	believes	that	adequate	provisions have	been	established	to	cover	any	exposure.	Additionally,	negotiations	continue	with	insurers	to	recover	reimbursements.	Management	believes that	loss	exposure	has	been	and	will	continue	to	be	handled	so	that	the	ultimate	resolution	of	these	matters	will	not	be	material,	in	the	aggregate,	to the	financial	position	or	results	of	operation	of	the	Utility	operating	companies.

# Grand	Gulf	-	Related	Agreements

# Capital	Funds	Agreement	(System	Energy)

System	Energy	has	entered	into	agreements	with	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	whereby they	are	obligated	to	purchase	their	respective	entitlements	of	capacity	and	energy	from	System	Energy's	current	90%	interest	in	Grand	Gulf,	and	to make	payments	that,	together	with	other	available	funds,	are	adequate	to	cover	System	Energy's	operating	expenses.	System	Energy	would	have	to secure	funds	from	other	sources,	including	Entergy	Corporation's	obligations	under	the	Capital	Funds	Agreement,	to	cover	any	shortfalls	from payments	received	from	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	under	these	agreements.

# Unit	Power	Sales	Agreement	(Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	and	System	Energy)

System	Energy	has	agreed	to	sell	all	of	its	current	90%	share	of	capacity	and	energy	from	Grand	Gulf	to	Entergy	Arkansas,	Entergy	Louisiana, Entergy	Mississippi,	and	Entergy	New	Orleans	in	accordance	with	specified	percentages	(Entergy	Arkansas-36%,	Entergy	Louisiana-14%,	Entergy Mississippi-33%,	and	Entergy	New	Orleans-17%)	as	ordered	by	FERC.	Charges	under	this	agreement	are	paid	in	consideration	for	the	purchasing companies'	respective	entitlement	to	receive	capacity	and	energy	and	are	payable	irrespective	of	the	quantity	of	energy	delivered	so	long	as	the	unit remains	in	commercial	operation.	The	agreement	will	remain	in	effect	until	terminated	by	the	parties	and	the	termination	is	approved	by	FERC, most	likely	upon	Grand	Gulf's	retirement	from	service.	Monthly	obligations	are	based	on	actual	capacity	and	energy	costs.	The	average	monthly payments	for	2008	under	the	agreement	are	approximately	$16.3	million	for	Entergy	Arkansas,	$6.5	million	for	Entergy	Louisiana,	$13.3	million for	Entergy	Mississippi,	and	$7.9	million	for	Entergy	New	Orleans.

# Availability	Agreement	(Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	and	System	Energy)

Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	are	individually	obligated	to	make	payments	or	subordinated advances	 to	System	Energy	 in	accordance	with	stated	percentages	(Entergy	Arkansas-17.1%,	Entergy	Louisiana-26.9%,	Entergy	Mississippi- 31.3%,	and	Entergy	New	Orleans-24.7%)	in	amounts	that,	when	added	to	amounts	received	under	the	Unit	Power	Sales	Agreement	or	otherwise, are	adequate	to	cover	all	of	System	Energy's	operating	expenses	as	defined,	including	an	amount	sufficient	to	amortize	the	cost	of	Grand	Gulf	2 over	27	years.	(See	Reallocation	Agreement	terms	below.)	System	Energy	has	assigned	its	rights	to

payments	and	advances	to	certain	creditors	as	security	for	certain	obligations.	Since	commercial	operation	of	Grand	Gulf	began,	payments	under the	Unit	Power	Sales	Agreement	have	exceeded	the	amounts	payable	under	the	Availability	Agreement.	Accordingly,	no	payments	under	the Availability	Agreement	have	ever	been	required.	If	Entergy	Arkansas	or	Entergy	Mississippi	fails	 to	make	 its	Unit	Power	Sales	Agreement payments,	and	System	Energy	is	unable	to	obtain	funds	from	other	sources,	Entergy	Louisiana	and	Entergy	New	Orleans	could	become	subject	to claims	or	demands	by	System	Energy	or	its	creditors	for	payments	or	advances	under	the	Availability	Agreement	(or	the	assignments	thereof) equal	to	the	difference	between	their	required	Unit	Power	Sales	Agreement	payments	and	their	required	Availability	Agreement	payments.

# Reallocation	Agreement	(Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	and	System	Energy)

System	Energy,	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	entered	into	the	Reallocation	Agreement relating	to	the	sale	of	capacity	and	energy	from	Grand	Gulf	and	the	related	costs,	in	which	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy New	 Orleans	 agreed	 to	 assume	 all	 of	 Entergy	Arkansas'	 responsibilities	 and	 obligations	 with	 respect	 to	 Grand	 Gulf	 under	 the	Availability Agreement.	FERC's	decision	allocating	a	portion	of	Grand	Gulf	capacity	and	energy	to	Entergy	Arkansas	supersedes	the	Reallocation	Agreement as	it	relates	to	Grand	Gulf.	Responsibility	for	any	Grand	Gulf	2	amortization	amounts	has	been	individually	allocated	(Entergy	Louisiana-26.23%, Entergy	 Mississippi-43.97%,	 and	 Entergy	 New	 Orleans-29.80%)	 under	 the	 terms	 of	 the	 Reallocation	Agreement.	However,	 the	 Reallocation Agreement	does	not	affect	Entergy	Arkansas'	obligation	to	System	Energy's	lenders	under	the	assignments	referred	to	in	the	preceding	paragraph. Entergy	Arkansas	would	be	liable	for	its	share	of	such	amounts	if	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	were	unable to	meet	their	contractual	obligations.	No	payments	of	any	amortization	amounts	will	be	required	so	long	as	amounts	paid	to	System	Energy	under the	Unit	Power	Sales	Agreement,	including	other	funds	available	to	System	Energy,	exceed	amounts	required	under	the	Availability	Agreement, which	is	expected	to	be	the	case	for	the	foreseeable	future.

# Reimbursement	Agreement	(System	Energy)

In	December	1988,	in	two	separate	but	substantially	identical	transactions,	System	Energy	sold	and	leased	back	undivided	ownership	interests	in Grand	Gulf	for	the	aggregate	sum	of	$500	million.	The	interests	represent	approximately	11.5%	of	Grand	Gulf.	During	the	term	of	the	leases, System	Energy	is	required	to	maintain	letters	of	credit	for	the	equity	investors	to	secure	certain	amounts	payable	to	the	equity	investors	under	the transactions.	The	current	letters	of	credit	are	effective	until	May	29,	2009.

Under	 the	provisions	of	 the	reimbursement	agreement	relating	 to	 the	 letters	of	credit,	System	Energy	has	agreed	 to	a	number	of	covenants regarding	the	maintenance	of	certain	capitalization	and	fixed	charge	coverage	ratios.		System	Energy	agreed,	during	the	term	of	the	reimbursement agreement,	to	maintain	a	ratio	of	debt	to	total	liabilities	and	equity	less	than	or	equal	to	70%.	In	addition,	System	Energy	must	maintain,	with respect	to	each	fiscal	quarter	during	the	term	of	the	reimbursement	agreement,	a	ratio	of	adjusted	net	income	to	interest	expense	of	at	least	1.50 times	earnings.		As	of	December	31,	2008,	System	Energy	was	in	compliance	with	these	covenants.

# NOTE	9.	ASSET	 RETIREMENT	 OBLIGATIONS	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas	and	System	Energy)

SFAS	 143,	 "Accounting	 for	Asset	 Retirement	 Obligations,"	 requires	 the	 recording	 of	 liabilities	 for	 all	 legal	 obligations	 associated	 with	 the retirement	of	long-lived	assets	that	result	from	the	normal	operation	of	those	assets.	For	Entergy,	substantially	all	of	its	asset	retirement	obligations consist	of	its	liability	for	decommissioning	its	nuclear	power	plants.	In	addition,	an	insignificant	amount	of	removal	costs	associated	with	non- nuclear	power	plants	is	also	included	in	the	decommissioning	line	item	on	the	balance	sheets.

These	liabilities	are	recorded	at	their	fair	values	(which	are	the	present	values	of	the	estimated	future	cash	outflows)	in	the	period	in	which	they	are incurred,	with	an	accompanying	addition	to	the	recorded	cost	of	the	long-lived	asset.	The	asset	retirement	obligation	is	accreted	each	year	through	a charge	to	expense,	to	reflect	the	time	value	of	money	for	this	present	value	obligation.	The	accretion	will	continue	through	the	completion	of	the asset	retirement	activity.	The	amounts	added	to	the	carrying	amounts	of	the	long-lived	assets	will	be	depreciated	over	the	useful	lives	of	the	assets. The	application	of	SFAS	143	is	earnings	neutral	to	the	rate-regulated	business	of	the	Registrant	Subsidiaries.

In	accordance	with	ratemaking	 treatment	and	as	required	by	SFAS	71,	 the	depreciation	provisions	for	 the	Registrant	Subsidiaries	 include	a component	for	removal	costs	that	are	not	asset	retirement	obligations	under	SFAS	143.	In	accordance	with	regulatory	accounting	principles,	the Registrant	Subsidiaries	have	recorded	regulatory	assets	(liabilities)	in	the	following	amounts	to	reflect	their	estimates	of	the	difference	between estimated	incurred	removal	costs	and	estimated	removal	costs	recovered	in	rates:

|  | December	31, |  |
| :--- | :--- | :--- |
|  | 2008 | 2007 |
|  | (In\tMillions) |  |
| Entergy\tArkansas | $5.9 | $23.0 |
| Entergy\tGulf\tStates\tLouisiana | ($3.6) | ($13.9) |
| Entergy\tLouisiana | ($43.5) | ($64.0) |
| Entergy\tMississippi | $40.0 | $35.7 |
| Entergy\tNew\tOrleans | $15.4 | $1.5 |

| Entergy	Texas | $34.7 | ($4.9) |
| :--- | :--- | :--- |
| System\tEnergy | $14.5 | $16.9 |

The	cumulative	decommissioning	and	retirement	cost	liabilities	and	expenses	recorded	in	2008	by	Entergy	were	as	follows:

|  | Liabilities	as	of |  | Cash	Flow |  | Liabilities	as	of |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | December\t31,\t2007 | Accretion | Estimate | Spending | December\t31,\t2008 |
|  |  |  | (In\tMillions) |  |  |
| Utility: |  |  |  |  |  |
| \t\tEntergy\tArkansas | $505.6 | $35.1 | $- | $- | $540.7 |
| \t\tEntergy\tGulf\tStates\tLouisiana | $204.8 | $18.1 | $- | $- | $222.9 |
| \t\tEntergy\tLouisiana | $257.1 | $19.9 | ($0.2) | $- | $276.8 |
| \t\tEntergy\tMississippi | $4.5 | $0.3 | $- | $- | $4.8 |
| \t\tEntergy\tNew\tOrleans | $2.8 | $0.2 | $- | $- | $3.0 |
| \t\tEntergy\tTexas | $3.1 | $0.2 | $- | $- | $3.3 |
| \t\tSystem\tEnergy | $368.6 | $27.6 | $- | $- | $396.2 |
| Non-Utility\tNuclear | $1,141.6 | $93.5 | $13.7 | ($20.1) | $1,228.7 |
| Other | $1.1 | $- | $- | $0.1 | $1.2 |

|  | Liabilities	as	of |  | Cash	Flow |  | Liabilities	as	of |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | December\t31,\t2006 | Accretion | Estimate | Spending | December\t31,\t2007 |
|  |  |  | (In\tMillions) |  |  |
| Utility: |  |  |  |  |  |
| \t\tEntergy\tArkansas | $472.8 | $32.8 | $- | $- | $505.6 |
| \t\tEntergy\tGulf\tStates\tLouisiana | $191.0 | $16.9 | ($3.1)(a) | $- | $204.8 |
| \t\tEntergy\tLouisiana | $238.5 | $18.6 | $- | $- | $257.1 |
| \t\tEntergy\tMississippi | $4.3 | $0.2 | $- | $- | $4.5 |
| \t\tEntergy\tNew\tOrleans | $2.6 | $0.2 | $- | $- | $2.8 |
| \t\tEntergy\tTexas | $2.9 | $0.2 | $- | $- | $3.1 |
| \t\tSystem\tEnergy | $342.8 | $25.8 | $- | $- | $368.6 |
| Non-Utility\tNuclear\t(b) | $993.0 | $78.6 | $100.4 | ($30.4) | $1,141.6 |
| Other | $1.1 | $- | $- | $- | $1.1 |

(a) Represents	the	$3.1	million	allocated	to	Entergy	Texas	as	part	of	the	jurisdictional	separation.

(b) The	Non-Utility	Nuclear	liability	as	of	December	31,	2006	includes	$219.7	million	for	the	Palisades nuclear	plant	which	was	acquired	in	April	2007.

Entergy	 periodically	 reviews	 and	 updates	 estimated	 decommissioning	 costs.	The	actual	decommissioning	costs	may	vary	from	 the	estimates because	of	regulatory	requirements,	changes	in	technology,	and	increased	costs	of	labor,	materials,	and	equipment.	As	described	below,	during 2006,	2007,	and	2008	Entergy	updated	decommissioning	cost	estimates	for	certain	Non-Utility	Nuclear	plants.

In	the	fourth	quarter	2007,	Entergy's	Non-Utility	Nuclear	business	recorded	an	increase	of	$100	million	in	decommissioning	liabilities	for	certain	of its	plants	as	a	result	of	revised	decommissioning	cost	studies.	The	revised	estimates	resulted	in	the	recognition	of	a	$100	million	asset	retirement obligation	asset	that	will	be	depreciated	over	the	remaining	life	of	the	units.

In	the	third	quarter	2006,	Entergy's	Non-Utility	Nuclear	business	recorded	a	reduction	of	$27.0	million	in	decommissioning	liability	for	a	plant	as	a result	of	a	revised	decommissioning	cost	study	and	changes	in	assumptions	regarding	the	timing	of	when	decommissioning	of	the	plant	will	begin. The	revised	estimate	resulted	in	miscellaneous	income	of	$27.0	million	($16.6	million	net-of-tax),	reflecting	the	excess	of	the	reduction	in	the liability	over	the	amount	of	undepreciated	asset	retirement	cost	recorded	at	the	time	of	adoption	of	SFAS	143.

For	the	Indian	Point	3	and	FitzPatrick	plants	purchased	in	2000,	NYPA	retained	the	decommissioning	trusts	and	the	decommissioning	liability. NYPA	and	Entergy	executed	decommissioning	agreements,	which	specify	 their	decommissioning	obligations.	NYPA	has	the	right	to	require Entergy	to	assume	the	decommissioning	liability	provided	that	it	assigns	the	corresponding	decommissioning	trust,	up	to	a	specified	level,	to Entergy.	If	the	decommissioning	liability	is	retained	by	NYPA,	Entergy	will	perform	the	decommissioning	of	the	plants	at	a	price	equal	to	the lesser	of	a	pre-specified	level	or	the	amount	in	the	decommissioning	trusts.

Entergy	maintains	decommissioning	trust	funds	that	are	committed	to	meeting	the	costs	of	decommissioning	the	nuclear	power	plants.	The	fair values	of	the	decommissioning	trust	funds	and	the	related	asset	retirement	obligation	regulatory	assets	of	Entergy	as	of	December	31,	2008	are	as follows:

| ANO	1	and	ANO	2 | $390.5 | $159.5 |
| :--- | :--- | :--- |
| \t\tRiver\tBend | $303.2 | $8.7 |
| \t\tWaterford\t3 | $180.9 | $77.7 |
| \t\tGrand\tGulf | $268.8 | $96.1 |
| Non-Utility\tNuclear | $1,688.9 | $- |

# NOTE	10.	LEASES	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi, Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy)

# General

As	of	December	31,	2008,	Entergy	Corporation	and	subsidiaries	had	capital	leases	and	non-cancelable	operating	leases	for	equipment,	buildings, vehicles,	and	fuel	storage	facilities	(excluding	nuclear	fuel	leases	and	the	Grand	Gulf	and	Waterford	3	sale	and	leaseback	transactions)	with minimum	lease	payments	as	follows:

|  | Operating | Capital |
| :--- | :--- | :--- |
| Year | Leases | Leases |
|  | (In\tThousands) | (In\tThousands) |
| 2009 | $90,085 | $4,435 |
| 2010 | 113,775 | 4,810 |
| 2011 | 52,572 | 4,810 |
| 2012 | 39,373 | 4,810 |
| 2013 | 34,050 | 4,810 |
| Years\tthereafter | 118,968 | 44,613 |
| Minimum\tlease\tpayments | 448,823 | 68,288 |
| Less:\tAmount\trepresenting\tinterest | - | 28,187 |
| Present\tvalue\tof\tnet\tminimum\tlease\tpayments | $448,823 | $40,101 |

Total	rental	expenses	for	all	leases	(excluding	nuclear	fuel	leases	and	the	Grand	Gulf	and	Waterford	3	sale	and	leaseback	transactions)	amounted	to $66.4	million	in	2008,	$78.8	million	in	2007,	and	$78.0	million	in	2006.

As	of	December	31,	2008,	the	Registrant	Subsidiaries	had	capital	leases	and	non-cancelable	operating	leases	for	equipment,	buildings,	vehicles, and	fuel	storage	facilities	(excluding	nuclear	fuel	leases	and	the	sale	and	leaseback	transactions)	with	minimum	lease	payments	as	follows:

Rental	Expenses

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Year | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tMillions) |  |  |  |
| 2008 | $11.4 | $11.6 | $9.9 | $5.6 | $1.5 | $7.8 | $1.1 |
| 2007 | $15.9 | $17.0 | $10.4 | $5.4 | $1.5 | $11.2 | $1.3 |
| 2006 | $15.6 | $16.4 | $8.8 | $5.0 | $2.0 | $8.2 | $1.2 |

In	addition	to	the	above	rental	expense,	railcar	operating	lease	payments	and	oil	tank	facilities	lease	payments	are	recorded	in	fuel	expense	in accordance	with	regulatory	treatment.	Railcar	operating	lease	payments	were	$10.2	million	in	2008,	$9.0	million	in	2007,	and	$12.1	million	in	2006 for	Entergy	Arkansas	and	$3.4	million	in	2008,	$4.8	million	in	2007,	and	$3.1	million	in	2006	for	Entergy	Gulf	States	Louisiana.	Oil	tank	facilities lease	payments	for	Entergy	Mississippi	were	$3.4	million	in	2008,	$3.4	million	in	2007,	and	$3.8	million	for	2006.

# Nuclear	Fuel	Leases

As	of	December	31,	2008,	arrangements	to	lease	nuclear	fuel	existed	in	an	aggregate	amount	up	to	$145	million	for	Entergy	Arkansas,	$150 million	for	Entergy	Gulf	States	Louisiana,	$110	million	for	Entergy	Louisiana,	and	$205	million	for	System	Energy.	As	of	December	31,	2008,	the unrecovered	cost	base	of	nuclear	fuel	leases	amounted	to	approximately	$125.1	million	for	Entergy	Arkansas,	$120.2	million	for	Entergy	Gulf States	Louisiana,	$74.2	million	for	Entergy	Louisiana,	and	$125.4	million	for	System	Energy.	The	lessors	finance	the	acquisition	and	ownership	of nuclear	fuel	through	loans	made	under	revolving	credit	agreements,	the	issuance	of	commercial	paper,	and	the	issuance	of	intermediate-term	notes. The	credit	agreements	for	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	System	Energy	each	have	a	termination	date of	August	12,	2010.	The	termination	dates	may	be	extended	from	time	to	time	with	the	consent	of	the	lenders.	The	intermediate-term	notes	issued pursuant	to	these	fuel	lease	arrangements	have	varying	maturities	through	September	15,	2013.	It	is	expected	that	additional	financing	under	the leases	will	be	arranged	as	needed	to	acquire	additional	fuel,	to	pay	interest,	and	to	pay	maturing	debt.	However,	if	such	additional	financing	cannot be	arranged,	the	lessee	in	each	case	must	repurchase	sufficient	nuclear	fuel	to	allow	the	lessor	to	meet	its	obligations	in	accordance	with	the	fuel lease.

Lease	payments	are	based	on	nuclear	fuel	use.	The	table	below	represents	the	total	nuclear	fuel	lease	payments	(principal	and	interest),	as	well	as the	separate	interest	component	charged	to	operations,	in	2008,	2007,	and	2006	for	the	four	Registrant	Subsidiaries	that	own	nuclear	power	plants:

|  | Lease |  | Lease |  | Lease |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Payments | Interest | Payments | Interest | Payments | Interest |
|  |  |  | (In\tMillions) |  |  |  |
| Entergy\tArkansas | $63.5 | $4.7 | $61.7 | $5.8 | $55.0 | $5.0 |
| Entergy\tGulf\tStates\nLouisiana | 29.3 | 2.5 | 31.5 | 2.8 | 28.1 | 3.6 |
| Entergy\tLouisiana | 44.6 | 3.0 | 44.2 | 4.0 | 35.5 | 2.4 |
| System\tEnergy | 33.0 | 2.9 | 30.4 | 4.0 | 32.8 | 3.6 |
| Total | $170.4 | $13.1 | $167.8 | $16.6 | $151.4 | $14.6 |

# Sale	and	Leaseback	Transactions

# Waterford	3	Lease	Obligations

In	1989,	in	three	separate	but	substantially	identical	transactions,	Entergy	Louisiana	sold	and	leased	back	undivided	interests	in	Waterford	3	for	the aggregate	 sum	 of	 $353.6	 million.	The	 interests	 represent	 approximately 9.3% of	 Waterford 3.	The leases	 expire	 in	 2017.	Under	 certain circumstances,	Entergy	Louisiana	may	repurchase	the	leased	interests	prior	to	the	end	of	the	term	of	the	leases.		At	the	end	of	the	lease	terms, Entergy	Louisiana	has	the	option	to	repurchase	the	leased	interests	in	Waterford	3	at	fair	market	value	or	to	renew	the	leases	for	either	fair	market value	or,	under	certain	conditions,	a	fixed	rate.

Entergy	Louisiana	issued	$208.2	million	of	non-interest	bearing	first	mortgage	bonds	as	collateral	for	the	equity	portion	of	certain	amounts	payable under	the	leases.

Upon	the	occurrence	of	certain	events,	Entergy	Louisiana	may	be	obligated	to	assume	the	outstanding	bonds	used	to	finance	the	purchase	of	the interests	in	the	unit	and	to	pay	an	amount	sufficient	to	withdraw	from	the	lease	transaction.	Such	events	include	lease	events	of	default,	events	of loss,	deemed	loss	events,	or	certain	adverse	"Financial	Events."	"Financial	Events"	include,	among	other	things,	failure	by	Entergy	Louisiana, following	the	expiration	of	any	applicable	grace	or	cure	period,	to	maintain	(i)	total	equity	capital	(including	preferred	membership	interests)	at least	equal	to	30%	of	adjusted	capitalization,	or	(ii)	a	fixed	charge	coverage	ratio	of	at	least	1.50	computed	on	a	rolling	12	month	basis.	As	of December	31,	2008,	Entergy	Louisiana	was	in	compliance	with	these	provisions.

As	of	December	31,	2008,	Entergy	Louisiana	had	future	minimum	lease	payments	(reflecting	an	overall	implicit	rate	of	7.45%)	in	connection	with the	Waterford	3	sale	and	leaseback	transactions,	which	are	recorded	as	long-term	debt,	as	follows:

|  | Amount |
| :--- | :--- |
|  | (In\tThousands) |
| 2009 | $32,452 |
| 2010 | 35,138 |

| 2011 | 50,421 |
| :--- | :--- |
| 2012 | 39,067 |
| 2013 | 26,301 |
| Years\tthereafter | 137,858 |
| Total | 321,237 |
| Less:\tAmount\trepresenting\tinterest | 73,512 |
| Present\tvalue\tof\tnet\tminimum\tlease\tpayments | $247,725 |

# Grand	Gulf	Lease	Obligations

In	December	1988,	in	two	separate	but	substantially	identical	transactions,	System	Energy	sold	and	leased	back	undivided	ownership	interests	in Grand	Gulf	for	the	aggregate	sum	of	$500	million.		The	interests	represent	approximately	11.5%	of	Grand	Gulf.	The	leases	expire	in	2015.		Under certain	circumstances,	System	Entergy	may	repurchase	the	leased	interests	prior	to	the	end	of	the	term	of	the	leases.		At	the	end	of	the	lease	terms, System	Energy	has	the	option	to	repurchase	the	leased	interests	in	Grand	Gulf	at	fair	market	value	or	to	renew	the	leases	for	either	fair	market	value or,	under	certain	conditions,	a	fixed	rate.

In	May	2004,	System	Energy	caused	the	Grand	Gulf	lessors	to	refinance	the	outstanding	bonds	that	they	had	issued	to	finance	the	purchase	of	their undivided	interest	in	Grand	Gulf.	The	refinancing	is	at	a	lower	interest	rate,	and	System	Energy's	lease	payments	have	been	reduced	to	reflect	the lower	interest	costs.

System	Energy	is	required	to	report	the	sale-leaseback	as	a	financing	transaction	in	its	financial	statements.	For	financial	reporting	purposes, System	Energy	expenses	the	interest	portion	of	the	lease	obligation	and	the	plant	depreciation.	However,	operating	revenues	include	the	recovery of	 the	 lease	 payments	 because	 the	 transactions	 are	 accounted	 for	 as	 a	 sale	 and	 leaseback	 for	 ratemaking	 purposes.	Consistent	 with	 a recommendation	contained	in	a	FERC	audit	report,	System	Energy	initially	recorded	as	a	net	regulatory	asset	the	difference	between	the	recovery of	the	lease	payments	and	the	amounts	expensed	for	interest	and	depreciation	and	continues	to	record	this	difference	as	a	regulatory	asset	or liability	on	an	ongoing	basis,	resulting	in	a	zero	net	balance	for	the	regulatory	asset	at	the	end	of	the	lease	term.	The	amount	of	this	net	regulatory asset	was	$19.2	million	and	$36.6	million	as	of	December	31,	2008	and	2007,	respectively.

As	of	December	31,	2008,	System	Energy	had	future	minimum	lease	payments	(reflecting	an	implicit	rate	of	5.13%),	which	are	recorded	as	long- term	debt	as	follows:

|  | Amount |
| :--- | :--- |
|  | (In\tThousands) |
| 2009 | $47,760 |
| 2010 | 48,569 |
| 2011 | 49,437 |
| 2012 | 49,959 |
| 2013 | 50,546 |
| Years\tthereafter | 103,890 |
| Total | 350,161 |
| Less:\tAmount\trepresenting\tinterest | 54,857 |
| Present\tvalue\tof\tnet\tminimum\tlease\tpayments | $295,304 |

NOTE 11. RETIREMENT, OTHER POSTRETIREMENT BENEFITS, AND DEFINED CONTRIBUTION PLANS (Entergy Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy Texas,	and	System	Energy)

# Qualified	Pension	Plans

Entergy	has	seven	qualified	pension	plans	covering	substantially	all	of	its	employees:	"Entergy	Corporation	Retirement	Plan	for	Non-Bargaining Employees,"	"Entergy	Corporation	Retirement	Plan	for	Bargaining	Employees,"	"Entergy	Corporation	Retirement	Plan	II	for	Non-Bargaining Employees,"	 "Entergy	 Corporation	 Retirement	 Plan	 II	 for	 Bargaining	 Employees,"	 "Entergy	 Corporation	 Retirement	 Plan	 III,"	 "Entergy Corporation	Retirement	Plan	IV	for	Non-Bargaining	Employees,"	and	"Entergy	Corporation	Retirement	Plan	IV	for	Bargaining	Employees."	The Registrant	Subsidiaries	participate	in	two	of	these	plans:	"Entergy	Corporation	Retirement	Plan	for	Non-Bargaining	Employees"	and	"Entergy Corporation	 Retirement	 Plan	 for	 Bargaining	 Employees."	Except	 for	 the	 Entergy	 Corporation	 Retirement	 Plan	 III,	 the	 pension	 plans	 are noncontributory	 and	 provide	 pension	 benefits	 that	 are	 based	 on	 employees'	 credited	 service	 and	 compensation	 during	 the	 final	 years	 before retirement.	The	Entergy	Corporation	Retirement	Plan	III	includes	a	mandatory	employee	contribution	of	3%	of	earnings	during	the	first	10	years	of plan	participation,	and	allows	voluntary	contributions	from	1%	to	10%	of	earnings	for	a	limited	group	of	employees.

Entergy	Corporation	and	its	subsidiaries	fund	pension	costs	in	accordance	with	contribution	guidelines	established	by	the	Employee	Retirement Income	Security	Act	of	1974,	as	amended,	and	the	Internal	Revenue	Code	of	1986,	as	amended.	The	assets	of	the	plans	include	common	and preferred	stocks,	fixed-income	securities,	interest	in	a	money	market	fund,	and	insurance	contracts.	The	Registrant	Subsidiaries'	pension	costs	are recovered	from	customers	as	a	component	of	cost	of	service	in	each	of	their	jurisdictions.	Entergy	uses	a	December	31	measurement	date	for	its pension	plans.

In	September	2006,	FASB	issued	SFAS	158,	"Employer's	Accounting	for	Defined	Benefit	Pension	and	Other	Postretirement	Plans,	an	amendment of	FASB	Statements	Nos.	87,	88,	106	and	132(R),"	to	be	effective	December	31,	2006.	SFAS	158	requires	an	employer	to	recognize	in	its	balance sheet	 the	 funded	 status	 of	 its	 benefit	 plans.	This	 is	measured	as	 the	difference	between	plan	assets	at	fair	value	and	 the	benefit	obligation. Employers	are	to	record	previously	unrecognized	gains	and	losses,	prior	service	costs,	and	the	remaining	transition	asset	or	obligation	as	a	result	of adopting	SFAS	87	and	SFAS	106	as	comprehensive	income	and/or	as	a	regulatory	asset	reflective	of	the	recovery	mechanism	for	pension	and

OPEB	costs	in	the	Utility's	jurisdictions.	For	the	portion	of	Entergy	Gulf	States	Louisiana	that	is	not	regulated,	the	unrecognized	prior	service	cost, gains	and	losses,	and	transition	asset/obligation	for	its	pension	and	other	postretirement	benefit	obligations	are	recorded	as	other	comprehensive income.	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana	recover	other	postretirement	benefits	costs	on	a	pay	as	you	go	basis	and	recorded	the unrecognized	prior	service	cost,	gains	and	losses,	and	transition	obligation	for	its	other	postretirement	benefit	obligation	as	other	comprehensive income.	SFAS	158	also	requires	that	changes	in	the	funded	status	be	recorded	as	other	comprehensive	income	and/or	a	regulatory	asset	in	the period	in	which	the	changes	occur.

# Components	of	Qualified	Net	Pension	Cost	and	Other	Amounts	Recognized	as	a	Regulatory	Asset	and/or	Accumulated	Other Comprehensive	Income	(AOCI)

Entergy	Corporation's	and	its	subsidiaries'	total	2008,	2007,	and	2006	qualified	pension	costs	and	amounts	recognized	as	a	regulatory	asset	and/or other	comprehensive	income,	including	amounts	capitalized,	included	the	following	components:

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Net\tperiodic\tpension\tcost: |  |  |  |
| Service\tcost\t-\tbenefits\tearned\tduring\tthe\tperiod | $90,392 | $96,565 | $92,706 |
| Interest\tcost\ton\tprojected\tbenefit\tobligation | 206,586 | 185,170 | 167,257 |
| Expected\treturn\ton\tassets | (230,558) | (203,521) | (177,930) |
| Amortization\tof\tprior\tservice\tcost | 5,063 | 5,531 | 5,462 |
| Recognized\tnet\tloss | 26,834 | 45,775 | 43,721 |
| Curtailment\tloss | - | 2,336 | - |
| Special\ttermination\tbenefit\tloss | - | 4,018 | - |
| Net\tperiodic\tpension\tcosts | $98,317 | $135,874 | $131,216 |
| Other\tchanges\tin\tplan\tassets\tand\tbenefit |  |  |  |
| obligations\trecognized\tas\ta\tregulatory\tasset |  |  |  |
| and/or\tAOCI\t(before\ttax) |  |  |  |
| Arising\tthis\tperiod: |  |  |  |
| \t\tPrior\tservices\tcost | $- | $11,339 |  |
| \t\tNet\t(gain)/loss | 965,069 | (68,853) |  |
| Amounts\treclassified\tfrom\tregulatory\tasset |  |  |  |
| and/or |  |  |  |
| \tAOCI\tto\tnet\tperiodic\tpension\tcost\tin\tthe\tcurrent |  |  |  |
| \tyear: |  |  |  |
| \t\t\tAmortization\tof\tprior\tservice\tcredit | (5,063) | (5,531) |  |
| \t\t\tAmortization\tof\tnet\tloss | (26,834) | (45,775) |  |
| Total | 933,172 | (108,820) |  |
| Total\trecognized\tas\tnet\tperiodic\tpension\tcost,\nregulatory\tasset,\tand/or\tAOCI\t(before\ttax) | $1,031,489 | $27,054 |  |
| Estimated\tamortization\tamounts\tfrom |  |  |  |
| \tregulatory\tasset\tand/or\tAOCI\tto\tnet |  |  |  |
| \tperiodic\tcost\tin\tthe\tfollowing\tyear |  |  |  |
| \t\tPrior\tservice\tcost | $4,997 | $5,064 | $5,531 |
| \t\tNet\tloss | $22,401 | $25,641 | $44,316 |

The	 Registrant	 Subsidiaries'	 total	 2008,	 2007,	 and	 2006	 qualified	 pension	 costs	 and	 amounts recognized	 as	 a regulatory	 asset	 and/or	 other comprehensive	income,	including	amounts	capitalized,	included	the	following	components:

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2008 | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Net\tperiodic\tpension\tcost: |  |  |  |  |  |  |  |
| Service\tcost\t-\tbenefits\tearned |  |  |  |  |  |  |  |
| \tduring\tthe\tperiod | $14,335 | $7,363 | $8,230 | $4,251 | $1,779 | $3,874 | $3,719 |
| Interest\tcost\ton\tprojected |  |  |  |  |  |  |  |
| \tbenefit\tobligation | 46,464 | 20,189 | 27,135 | 14,507 | 5,660 | 15,528 | 7,749 |
| Expected\treturn\ton\tassets | (47,060) | (28,658) | (32,535) | (16,299) | (7,355) | (20,188) | (9,810) |
| Amortization\tof\tprior\tservice\tcost | 892 | 438 | 478 | 361 | 205 | 321 | 34 |
| Recognized\tnet\tloss | 9,212 | 461 | 3,679 | 1,941 | 1,280 | 621 | 366 |
| Net\tpension\tcost/(income) | $23,843 | ($207) | $6,987 | $4,761 | $1,569 | $156 | $2,058 |

| Net	loss | $178,674 | $118,804 | $131,649 | $64,245 | $30,687 | $81,016 | $37,700 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Amounts\treclassified\tfrom |  |  |  |  |  |  |  |
| \tregulatory\tasset\tand/or\tAOCI\tto |  |  |  |  |  |  |  |
| \tnet\tperiodic\tpension\tcost\tin\tthe |  |  |  |  |  |  |  |
| \tcurrent\tyear: |  |  |  |  |  |  |  |
| Amortization\tof\tprior\tservice\tcost | (892) | (438) | (478) | (361) | (205) | (321) | (34) |
| Amortization\tof\tnet\tloss | (9,212) | (461) | (3,679) | (1,941) | (1,280) | (621) | (366) |
| \t\t\t\t\t\t\t\t\tTotal | $168,570 | $117,905 | $127,492 | $61,943 | $29,202 | $80,074 | $37,300 |
| Total\trecognized\tas\tnet |  |  |  |  |  |  |  |
| \tperiodic\tpension\tcost, |  |  |  |  |  |  |  |
| \tregulatory\tasset,\tand/or\tAOCI |  |  |  |  |  |  |  |
| \t(before\ttax) | $192,413 | $117,698 | $134,479 | $66,704 | $30,771 | $80,230 | $39,358 |
| Estimated\tamortization |  |  |  |  |  |  |  |
| \tamounts\tfrom\tregulatory\tasset |  |  |  |  |  |  |  |
| \tand/or\tAOCI\tto\tnet\tperiodic |  |  |  |  |  |  |  |
| \tcost\tin\tthe\tfollowing\tyear |  |  |  |  |  |  |  |
| \t\t\tPrior\tservice\tcost | $849 | $438 | $474 | $341 | $206 | $321 | $34 |
| \t\t\tNet\tloss | $7,063 | $323 | $2,823 | $1,299 | $1,216 | $200 | $433 |

| 2007 | Entergy<br>Arkansas | Entergy<br>Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Net\tperiodic\tpension\tcost: |  |  |  |  |  |  |  |
| Service\tcost\t-\tbenefits\tearned |  |  |  |  |  |  |  |
| \tduring\tthe\tperiod | $14,550 | $12,043 | $8,924 | $4,357 | $1,878 | $4,048 | $4,083 |
| Interest\tcost\ton\tprojected |  |  |  |  |  |  |  |
| \tbenefit\tobligation | 41,992 | 32,556 | 25,003 | 13,484 | 5,040 | 13,757 | 6,841 |
| Expected\treturn\ton\tassets | (44,037) | (43,001) | (31,232) | (15,349) | (5,786) | (18,145) | (8,543) |
| Amortization\tof\tprior\tservice\tcost | 1,649 | 1,217 | 640 | 455 | 178 | 530 | 49 |
| Recognized\tnet\tloss | 10,885 | 2,492 | 5,733 | 2,998 | 1,471 | 1,051 | 600 |
| Special\ttermination\tbenefit\tloss | 1,538 | 443 | 607 | - | - | - | 211 |
| Net\tpension\tcost | $26,577 | $5,750 | $9,675 | $5,945 | $2,781 | $1,241 | $3,241 |
| Other\tchanges\tin\tplan\tassets |  |  |  |  |  |  |  |
| \tand\tbenefit\tobligations |  |  |  |  |  |  |  |
| \trecognized\tas\ta\tregulatory |  |  |  |  |  |  |  |
| \tasset\tand/or\tAOCI\t(before |  |  |  |  |  |  |  |
| \ttax) |  |  |  |  |  |  |  |
| Arising\tthis\tperiod: |  |  |  |  |  |  |  |
| \t\tNet\t(gain)/loss | ($1,470) | ($7,115) | ($9,098) | ($5,388) | $1,221 | $6,774 | ($1,405) |
| Amounts\treclassified\tfrom |  |  |  |  |  |  |  |
| \tregulatory\tasset\tand/or\tAOCI\tto |  |  |  |  |  |  |  |
| \tnet\tperiodic\tpension\tcost\tin\tthe |  |  |  |  |  |  |  |
| \tcurrent\tyear: |  |  |  |  |  |  |  |
| Amortization\tof\tprior\tservice\tcost | (1,649) | (1,218) | (640) | (455) | (178) | (530) | (49) |
| Amortization\tof\tnet\tloss | (10,885) | (2,492) | (5,733) | (2,998) | (1,471) | (1,051) | (600) |
| \t\t\t\t\t\tTotal | ($14,004) | ($10,825) | ($15,471) | ($8,841) | ($428) | $5,193 | ($2,054) |
| Total\trecognized\tas\tnet |  |  |  |  |  |  |  |
| \tperiodic\tpension\tcost, |  |  |  |  |  |  |  |
| \tregulatory\tasset,\tand/or\tAOCI |  |  |  |  |  |  |  |
| \t(before\ttax) | $12,573 |  |  |  |  |  |  |
|  |  | ($5,075) | ($5,796) | ($2,896) | $2,353 | $6,434 | $1,187 |
| Estimated\tamortization |  |  |  |  |  |  |  |
| \tamounts\tfrom\tregulatory\tasset |  |  |  |  |  |  |  |
| \tand/or\tAOCI\tto\tnet\tperiodic |  |  |  |  |  |  |  |
| \tcost\tin\tthe\tfollowing\tyear |  |  |  |  |  |  |  |
| \t\t\tPrior\tservice\tcost | $892 | $438 | $478 | $361 | $207 | $321 | $34 |
| \t\t\tNet\tloss | $8,611 | $654 | $3,196 | $1,704 | $1,201 | $177 | $360 |

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2006 | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana Mississippi | Entergy | Entergy\nNew\tOrleans | Entergy System\nTexas | Energy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Net\tperiodic\tpension\tcost: |  |  |  |  |  |  |  |
| Service\tcost\t-\tbenefits\tearned |  |  |  |  |  |  |  |
| \tduring\tthe\tperiod | $14,505 | $11,972 | $8,730 | $4,308 | $2,004 | $4,026 | $4,123 |
| Interest\tcost\ton\tprojected |  |  |  |  |  |  |  |
| \tbenefit\tobligation | 39,660 | 31,657 | 24,206 | 13,008 | 5,127 | 13,502 | 6,417 |
| Expected\treturn\ton\tassets | (39,335) | (40,702) | (28,454) | (14,733) | (3,534) | (17,434) | (7,101) |
| Amortization\tof\tprior\tservice\tcost | 1,662 | 1,234 | 562 | 513 | 225 | 538 | 49 |
| Recognized\tnet\tloss | 9,749 | 2,559 | 6,036 | 2,899 | 2,035 | 1,051 | 668 |
| Net\tpension\tcost | $26,241 | $6,720 | $11,080 | $5,995 | $5,857 | $1,683 | $4,156 |
| Estimated\tamortization |  |  |  |  |  |  |  |
| \tamounts\tfrom\tregulatory\tasset |  |  |  |  |  |  |  |
| \tand/or\tAOCI\tto\tnet\tperiodic |  |  |  |  |  |  |  |
| \tcost\tin\tthe\tfollowing\tyear |  |  |  |  |  |  |  |
| \t\t\tPrior\tservice\tcost | $1,649 | $1,218 | $640 | $455 | $178 | $530 | $49 |
| \t\t\tNet\tloss | $10,492 | $2,492 | $5,519 | $2,889 | $1,417 | $1,050 | $579 |

# Qualified	Pension	Obligations,	Plan	Assets,	Funded	Status,	Amounts	Not	Yet	Recognized	and	Recognized	in	the	Balance	Sheet	for	Entergy Corporation	and	its	Subsidiaries	as	of	December	31,	2008	and	2007

| Balance	at	beginning	of	year | $3,247,724 | $3,122,043 |
| :--- | :--- | :--- |
| Service\tcost | 90,392 | 96,565 |
| Interest\tcost | 206,586 | 185,170 |
| Acquisitions\tand\tamendments | - | 52,142 |
| Curtailments | - | 2,603 |
| Special\ttermination\tbenefits | - | 4,018 |
| Actuarial\tgain | (89,124) | (81,757) |
| Employee\tcontributions | 902 | 971 |
| Benefits\tpaid | (151,165) | (134,031) |
| Balance\tat\tend\tof\tyear | $3,305,315 | $3,247,724 |
| Change\tin\tPlan\tAssets |  |  |
| Fair\tvalue\tof\tassets\tat\tbeginning\tof\tyear | $2,764,383 | $2,508,354 |
| Actual\treturn\ton\tplan\tassets | (823,636) | \t190,616 |
| Employer\tcontributions | 287,768 | 176,742 |
| Employee\tcontributions | 902 | 971 |
| Acquisition | - | 21,731 |
| Benefits\tpaid | (151,165) | (134,031) |
| Fair\tvalue\tof\tassets\tat\tend\tof\tyear | $2,078,252 | $2,764,383 |
| Funded\tstatus | ($1,227,063) | ($483,341) |
| Amount\trecognized\tin\tthe\tbalance\tsheet |  |  |
| Non-current\tliabilities | ($1,227,063) | ($483,341) |
| Amount\trecognized\tas\ta\tregulatory\tasset |  |  |
| Prior\tservice\tcost | $20,548 | $16,564 |
| Net\tloss | 1,150,298 | 436,789 |
|  | $1,170,846 | $453,353 |
| Amount\trecognized\tas\tAOCI\t(before\ttax) |  |  |
| Prior\tservice\tcost | $4,941 | $2,649 |
| Net\tloss | 276,635 | 69,581 |
|  | $281,576 | $72,230 |

Qualified	Pension	Obligations,	Plan	Assets,	Funded	Status,	and	Amounts	Not	Yet	Recognized	and	Recognized	in	the	Balance	Sheet	for	the Registrant	Subsidiaries	as	of	December	31,	2008	and	2007

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2008 | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Change\tin\tProjected\tBenefit |  |  |  |  |  |  |  |
| Obligation\t(PBO) |  |  |  |  |  |  |  |
| Balance\tat\tbeginning\tof\tyear | $734,358 | $317,997 | $429,387 | $229,962 | $89,132 | $245,910 | $120,517 |
| Service\tcost | 14,335 | 7,363 | 8,230 | 4,251 | 1,779 | 3,874 | 3,719 |
| Interest\tcost | 46,464 | 20,189 | 27,135 | 14,507 | 5,660 | 15,528 | 7,749 |
| Actuarial\tgain | (34,504) | (10,785) | (16,436) | (10,447) | (1,838) | (10,280) | (10) |
| Employee\tcontribution | - | - | - | - | - | - | 4 |
| Benefits\tpaid | (43,549) | (14,544) | (24,994) | (13,668) | (5,418) | (14,366) | (3,439) |
| Balance\tat\tend\tof\tyear | $717,104 | $320,220 | $423,322 | $224,605 | $89,315 | $240,666 | $128,540 |
| Change\tin\tPlan\tAssets |  |  |  |  |  |  |  |
| Fair\tvalue\tof\tassets\tat\tbeginning |  |  |  |  |  |  |  |
| of\tyear | $577,959 | $335,180 | $413,964 | $203,289 | $90,692 | $242,144 | $97,170 |
| Actual\treturn\ton\tplan\tassets | (166,118) | (100,930) | (115,550) | (58,393) | (25,170) | (71,109) | (27,899) |
| Employer\tcontributions | 38,866 | 34,260 | 53 | 11,688 | - | 18,882 | 5,812 |
| Employee\tcontribution | - | - | - | - | - | - | 4 |
| Benefits\tpaid | (43,549) | (14,544) | (24,994) | (13,668) | (5,418) | (14,366) | (3,439) |
| Fair\tvalue\tof\tassets\tat\tend\tof\tyear | $407,158 | $253,966 | $273,473 | $142,916 | $60,104 | $175,551 | $71,648 |
| Funded\tstatus | ($309,946) | ($66,254) | ($149,849) | ($81,689) | ($29,211) | ($65,115) | ($56,892) |
| Amounts\trecognized\tin\tthe |  |  |  |  |  |  |  |
| balance\tsheet\t(funded\tstatus) |  |  |  |  |  |  |  |
| Non-current\tassets | $- | $- | $- | $- | $- | $- | $- |
| Non-current\tliabilities | (309,946) | (66,254) | (149,849) | (81,689) | (29,211) | (65,115) | (56,892) |
| Total\tfunded\tstatus | ($309,946) | ($66,254) | ($149,849) | ($81,689) | ($29,211) | ($65,115) | ($56,892) |
| Amounts\trecognized\tas |  |  |  |  |  |  |  |
| regulatory\tasset |  |  |  |  |  |  |  |
| Prior\tservice\tcost | $2,313 | $720 | $1,520 | $849 | $428 | $645 | $103 |
| Net\tloss | 321,073 | 117,891 | 195,127 | 97,651 | 51,348 | 101,772 | 56,455 |
|  | $323,386 | $118,611 | $196,647 | $98,500 | $51,776 | $102,417 | $56,558 |
| Amounts\trecognized\tas\tAOCI |  |  |  |  |  |  |  |
| (before\ttax) |  |  |  |  |  |  |  |
| Prior\tservice\tcost | $- | $127 | $- | $- | $- | $- | $- |
| Net\tloss | - | 20,804 | - | - | - | - | - |
|  | $- | $20,931 | $- | $- | $- | $- | $- |

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2007 | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Change\tin\tProjected\tBenefit |  |  |  |  |  |  |  |
| Obligation\t(PBO) |  |  |  |  |  |  |  |
| Balance\tat\tbeginning\tof\tyear | $718,888 | $556,737 | $428,320 | $231,465 | $85,970 | $236,142 | $115,217 |
| Service\tcost | 14,550 | 12,043 | 8,924 | 4,357 | 1,878 | 4,048 | 4,083 |
| Interest\tcost | 41,992 | 32,556 | 25,003 | 13,484 | 5,040 | 13,757 | 6,841 |
| Special\ttermination\tbenefits | 1,538 | 442 | 607 | - | - | - | 211 |
| Actuarial\t(gain)/loss | (3,628) | (9,177) | (9,789) | (5,840) | 331 | 5,937 | (3,232) |
| Benefits\tpaid | (38,982) | (28,694) | (23,678) | (13,504) | (4,087) | (13,974) | (2,603) |
| Jurisdictional\tseparation\n\t(Note\t1) | - | (245,910) | - | - | - | - | - |
| Balance\tat\tend\tof\tyear | $734,358 | $317,997 | $429,387 | $229,962 | $89,132 | $245,910 | $120,517 |
| Change\tin\tPlan\tAssets |  |  |  |  |  |  |  |
| Fair\tvalue\tof\tassets\tat\tbeginning |  |  |  |  |  |  |  |
| of\tyear | $568,076 | $539,733 | $407,101 | $201,112 | $46,298 | $229,805 | $87,369 |
| Actual\treturn\ton\tplan\tassets | 41,878 | 40,939 | 30,541 | 14,897 | 4,896 | 17,307 | 6,716 |
| Employer\tcontributions | 6,987 | 25,346 | - | 784 | 43,585 | 9,006 | 5,688 |
| Benefits\tpaid | (38,982) | (28,694) | (23,678) | (13,504) | (4,087) | (13,974) | (2,603) |
| Jurisdictional\tseparation\n\t(Note\t1) | - | (242,144) | - | - | - | - | - |
| Fair\tvalue\tof\tassets\tat\tend\tof\tyear | $577,959 | $335,180 | $413,964 | $203,289 | $90,692 | $242,144 | $97,170 |
| Funded\tstatus | ($156,399) | $17,183 | ($15,423) | ($26,673) | $1,560 | ($3,766) | ($23,347) |

| Non-current	assets | $- | $35,992 | $- | $- | $1,560 | $19,128 | $- |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Non-current\tliabilities | (156,399) | (18,809) | (15,423) | (26,673) | - | (22,894) | (23,347) |
| Total\tfunded\tstatus | ($156,399) | $17,183 | ($15,423) | ($26,673) | $1,560 | ($3,766) | ($23,347) |
| Amounts\trecognized\tas |  |  |  |  |  |  |  |
| regulatory\tasset |  |  |  |  |  |  |  |
| Prior\tservice\tcost | $3,204 | $1,095 | $1,998 | $1,211 | $635 | $966 | $137 |
| Net\tloss | 151,612 | 17,329 | 67,157 | 35,348 | 21,939 | 21,376 | 19,121 |
|  | $154,816 | $18,424 | $69,155 | $36,559 | $22,574 | $22,342 | $19,258 |
| Amounts\trecognized\tas\tAOCI |  |  |  |  |  |  |  |
| (before\ttax) |  |  |  |  |  |  |  |
| Prior\tservice\tcost | $- | $191 | $- | $- | $- | $- | $- |
| Net\tloss | - | 3,022 | - | - | - | - | - |
|  | $- | $3,213 | $- | $- | $- | $- | $- |

# Other	Postretirement	Benefits

Entergy	also	currently	provides	health	care	and	life	insurance	benefits	for	retired	employees.	Substantially	all	employees	may	become	eligible	for these	benefits	if	they	reach	retirement	age	while	still	working	for	Entergy.	Entergy	uses	a	December	31	measurement	date	for	its	postretirement benefit	plans.

Effective	January	1,	1993,	Entergy	adopted	SFAS	106,	which	required	a	change	from	a	cash	method	to	an	accrual	method	of	accounting	for postretirement	benefits	other	than	pensions.	At	January	1,	1993,	the	actuarially	determined	accumulated	postretirement	benefit	obligation	(APBO) earned	by	retirees	and	active	employees	was	estimated	to	be	approximately	$241.4	million	for	Entergy	(other	than	the	former	Entergy	Gulf	States) and	$128	million	for	the	former	Entergy	Gulf	States	(now	split	into	Entergy	Gulf	States	Louisiana	and	Entergy	Texas.)	Such	obligations	are	being amortized	over	a	20-year	period	that	began	in	1993.	For	the	most	part,	the	Registrant	Subsidiaries	recover	SFAS	106	costs	from	customers	and	are required	to	contribute	postretirement	benefits	collected	in	rates	to	an	external	trust.

Entergy	Arkansas,	Entergy	Mississippi,	Entergy	New	Orleans,	and	Entergy	Texas	have	received	regulatory	approval	to	recover	SFAS	106	costs through	rates.	Entergy	Arkansas	began	recovery	in	1998,	pursuant	to	an	APSC	order.	This	order	also	allowed	Entergy	Arkansas	to	amortize	a regulatory	asset	(representing	the	difference	between	SFAS	106	costs	and	cash	expenditures	for	other	postretirement	benefits	incurred	for	a	five- year	period	that	began	January	1,	1993)	over	a	15-year	period	that	began	in	January	1998.

The	LPSC	ordered	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana	to	continue	the	use	of	the	pay-as-you-go	method	for	ratemaking	purposes for	 postretirement	 benefits	 other	 than	 pensions.	However,	 the	 LPSC	 retains	 the	 flexibility	 to	 examine	 individual	 companies'	 accounting	 for postretirement	benefits	to	determine	if	special	exceptions	to	this	order	are	warranted.

Pursuant	to	regulatory	directives,	Entergy	Arkansas,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy	contribute	the postretirement	benefit	costs	collected	 in	rates	 into	 trusts.	System	Energy	is	funding,	on	behalf	of	Entergy	Operations,	postretirement	benefits associated	with	Grand	Gulf.

# Components	of	Net	Other	Postretirement	Benefit	Cost	and	Other	Amounts	Recognized	as	a	Regulatory	Asset	and/or	AOCI

Entergy	Corporation's	and	its	subsidiaries'	total	2008,	2007,	and	2006	other	postretirement	benefit	costs,	including	amounts	capitalized	and	amounts recognized	as	a	regulatory	asset	and/or	other	comprehensive	income,	including	amounts	capitalized,	included	the	following	components:

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Other\tpost\tretirement\tcosts: |  |  |  |
| Service\tcost\t-\tbenefits\tearned\tduring\tthe\tperiod | $47,198 | $44,137 | $41,480 |
| Interest\tcost\ton\tAPBO | 71,295 | 63,231 | 57,263 |
| Expected\treturn\ton\tassets | (28,109) | (25,298) | (19,024) |
| Amortization\tof\ttransition\tobligation | 3,827 | 3,831 | 2,169 |
| Amortization\tof\tprior\tservice\tcredit | (16,417) | (15,836) | (14,751) |
| Recognized\tnet\tloss | 15,565 | 18,972 | 22,789 |
| Special\ttermination\tbenefits | - | 603 | - |
| Net\tother\tpostretirement\tbenefit\tcost | $93,359 | $89,640 | $89,926 |
| Other\tchanges\tin\tplan\tassets\tand\tbenefit |  |  |  |
| obligations\trecognized\tas\ta\tregulatory\tasset |  |  |  |
| and\t/or\tAOCI\t(before\ttax) |  |  |  |
| Arising\tthis\tperiod: |  |  |  |
| \t\tPrior\tservice\tcredit\tfor\tperiod | ($5,422) | ($3,520) |  |
| \t\tNet\t(gain)/loss | 59,291 | (15,013) |  |

| Amortization	of	transition	obligation | (3,827) | (3,831) |  |
| :--- | :--- | :--- | :--- |
| \t\tAmortization\tof\tprior\tservice\tcredit | 16,417 | 15,836 |  |
| \t\tAmortization\tof\tnet\tloss | (15,565) | (18,972) |  |
| \t\t\t\t\t\tTotal | $50,894 | ($25,500) |  |
| Total\trecognized\tas\tnet\tperiodic\tbenefit\tcost, |  |  |  |
| regulatory\tasset,\tand/or\tAOCI\t(before\ttax) | $144,253 | $64,140 |  |
| Estimated\tamortization\tamounts\tfrom |  |  |  |
| regulatory\tasset\tand/or\tAOCI\tto\tnet\tperiodic |  |  |  |
| benefit\tcost\tin\tthe\tfollowing\tyear |  |  |  |
| \t\t\tTransition\tobligation | $3,729 | $3,831 | $3,831 |
| \t\t\tPrior\tservice\tcredit | ($17,519) | ($16,417) | ($15,837) |
| \t\t\tNet\tloss | $19,018 | $15,676 | $18,974 |

Total	2008,	2007,	and	2006	other	postretirement	benefit	costs	of	the	Registrant	Subsidiaries,	including	amounts	capitalized	and	deferred,	included the	following	components:

| 2008 | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) | (In\tThousands) |  |  |  |
| Other\tpost\tretirement\tcosts: |  |  |  |  |  |  |  |
| Service\tcost\t-\tbenefits\tearned |  |  |  |  |  |  |  |
| \tduring\tthe\tperiod | $6,824 | $5,003 | $4,394 | $2,057 | $1,179 | $2,423 | $2,053 |
| Interest\tcost\ton\tAPBO | 13,772 | 7,668 | 8,746 | 4,563 | 3,810 | 5,759 | 2,124 |
| Expected\treturn\ton\tassets | (9,966) | - | - | (3,620) | (3,155) | (7,538) | (2,043) |
| Amortization\tof\ttransition |  |  |  |  |  |  |  |
| \tobligation | 821 | 337 | 382 | 351 | 1,661 | 265 | 8 |
| Amortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \tcost/(credit) | (788) | 583 | 467 | (246) | 361 | 289 | (1,130) |
| Recognized\tnet\tloss | 5,757 | 1,977 | 2,715 | 2,133 | 1,164 | 1,425 | 702 |
| Net\tother\tpostretirement\tbenefit |  |  |  |  |  |  |  |
| \tcost | $16,420 | $15,568 | $16,704 | $5,238 | $5,020 | $2,623 | $1,714 |
| Other\tchanges\tin\tplan\tassets |  |  |  |  |  |  |  |
| \tand\tbenefit\tobligations |  |  |  |  |  |  |  |
| \trecognized\tas\ta\tregulatory |  |  |  |  |  |  |  |
| \tasset\tand/or\tAOCI\t(before |  |  |  |  |  |  |  |
| \ttax) |  |  |  |  |  |  |  |
| Arising\tthis\tperiod: |  |  |  |  |  |  |  |
| Prior\tservice\tcredit\tfor\tperiod | $- | ($4,571) | $- | $- | $- | ($851) | $- |
| \t\tNet\t(gain)/loss | 38,149 | (88) | (3,024) | 8,786 | 7,982 | 23,158 | 8,291 |
| Amounts\treclassified\tfrom |  |  |  |  |  |  |  |
| \tregulatory\tasset\tand/or\tAOCI |  |  |  |  |  |  |  |
| \tto\tnet\tperiodic\tpension\tcost\tin |  |  |  |  |  |  |  |
| \tthe\tcurrent\tyear: |  |  |  |  |  |  |  |
| Amortization\tof\ttransition |  |  |  |  |  |  |  |
| \tobligation | (821) | (337) | (382) | (351) | (1,661) | (265) | (8) |
| Amortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \tcost/(credit) | 788 | (583) | (467) | 246 | (361) | (289) | 1,130 |
| Amortization\tof\tnet\tloss | (5,757) | (1,977) | (2,715) | (2,133) | (1,164) | (1,425) | (702) |
| \t\t\t\t\tTotal | $32,359 | ($7,556) | ($6,588) | $6,548 | $4,796 | $20,328 | $8,711 |
| Total\trecognized\tas\tnet |  |  |  |  |  |  |  |
| \tperiodic\tother |  |  |  |  |  |  |  |
| \tpostretirement\tcost, |  |  |  |  |  |  |  |
| \tregulatory\tasset,\tand/or |  |  |  |  |  |  |  |
| \tAOCI\t(before\ttax) | $48,779 | $8,012 | $10,116 | $11,786 | $9,816 | $22,951 | $10,425 |
| Estimated\tamortization |  |  |  |  |  |  |  |
| \tamounts\tfrom\tregulatory |  |  |  |  |  |  |  |
| \tasset\tand/or\tAOCI\tto\tnet |  |  |  |  |  |  |  |
| \tperiodic\tcost\tin\tthe\tfollowing |  |  |  |  |  |  |  |
| \tyear |  |  |  |  |  |  |  |
| \t\t\tTransition\t(asset)/obligation | $821 | $239 | $382 | $351 | $1,661 | $265 | $8 |
| \t\t\tPrior\tservice\tcost/(credit) | ($788) | ($306) | $467 | ($246) | $361 | $76 | ($1,130) |
| \t\t\tNet\tloss | $7,502 | $2,322 | $2,444 | $2,415 | $1,297 | $2,689 | $1,335 |

| 2007 | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) | (In\tThousands) |  |  |  |
| Other\tpost\tretirement\tcosts: |  |  |  |  |  |  |  |
| Service\tcost\t-\tbenefits\tearned |  |  |  |  |  |  |  |
| \tduring\tthe\tperiod | $6,099 | $6,188 | $3,890 | $1,904 | $1,019 | $2,001 | $1,804 |
| Interest\tcost\ton\tAPBO | 12,147 | 11,504 | 7,764 | 4,195 | 3,480 | 5,041 | 1,732 |
| Expected\treturn\ton\tassets | (8,923) | (6,787) | - | (3,275) | (2,729) | (6,787) | (1,878) |
| Amortization\tof\ttransition\tobligation | 821 | 604 | 382 | 351 | 1,662 | 266 | 9 |
| Amortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \tcost/(credit) | (788) | 872 | 467 | (246) | 361 | 289 | (1,130) |
| Recognized\tnet\tloss | 6,001 | 3,169 | 3,059 | 2,449 | 1,129 | 1,393 | 591 |
| Special\ttermination\tbenefits | 251 | 79 | 124 | - | - | - | 38 |
| Net\tother\tpostretirement\tbenefit |  |  |  |  |  |  |  |
| \tcost | $15,608 | $15,629 | $15,686 | $5,378 | $4,922 | $2,203 | $1,166 |
| Other\tchanges\tin\tplan\tassets |  |  |  |  |  |  |  |
| \tand\tbenefit\tobligations |  |  |  |  |  |  |  |
| \trecognized\tas\ta\tregulatory |  |  |  |  |  |  |  |
| \tasset\tand/or\tAOCI\t(before\ttax) |  |  |  |  |  |  |  |
| Arising\tthis\tperiod: |  |  |  |  |  |  |  |
| \t\t\tNet\t(gain)/loss | $4,045 | $7,031 | ($522) | ($2,046) | $1,226 | $2,913 | $2,034 |
| Amounts\treclassified\tfrom |  |  |  |  |  |  |  |
| \tregulatory\tasset\tand/or\tAOCI\tto |  |  |  |  |  |  |  |
| \tnet\tperiodic\tbenefit\tcost\tin\tthe |  |  |  |  |  |  |  |
| \tcurrent\tyear: |  |  |  |  |  |  |  |
| \t\tAmortization\tof\ttransition\tobligation | (821) | (604) | (382) | (351) | (1,662) | (266) | (9) |
| \t\tAmortization\tof\tprior\tservice | 788 | (872) | (467) | 246 | (361) | (289) | 1,130 |
| \t\t\tcost/(credit) |  |  |  |  |  |  |  |
| \t\tAmortization\tof\tnet\tloss | (6,001) | (3,169) | (3,059) | (2,449) | (1,129) | (1,393) | (591) |
| \t\t\t\t\tTotal | ($1,989) | $2,386 | ($4,430) | ($4,600) | ($1,926) | $965 | $2,564 |
| Total\trecognized\tas\tnet\tperiodic |  |  |  |  |  |  |  |
| \tother\tpostretirement\tcost, |  |  |  |  |  |  |  |
| \tregulatory\tasset,\tand/or\tAOCI |  |  |  |  |  |  |  |
| \t(before\ttax) | $13,619 | $18,015 | $11,256 | $778 | $2,996 | $3,168 | $3,730 |
| Estimated\tamortization\tamounts |  |  |  |  |  |  |  |
| \tfrom\tregulatory\tasset\tand/or |  |  |  |  |  |  |  |
| \tAOCI\tto\tnet\tperiodic\tbenefit\tcost |  |  |  |  |  |  |  |
| \tin\tthe\tfollowing\tyear |  |  |  |  |  |  |  |
| \t\t\tTransition\tobligation | $821 | $338 | $382 | $351 | $1,662 | $266 | $9 |
| \t\t\tPrior\tservice\tcost/(credit) | ($788) | $583 | $467 | ($246) | $361 | $289 | ($1,130) |
| \t\t\tNet\tloss | $5,759 | $1,977 | $2,716 | $2,133 | $1,164 | $1,425 | $703 |

| 2006 | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) | (In\tThousands) |  |  |  |
| Other\tpost\tretirement\tcosts: |  |  |  |  |  |  |  |
| Service\tcost\t-\tbenefits\tearned |  |  |  |  |  |  |  |
| \tduring\tthe\tperiod | $5,346 | $5,014 | $3,414 | $1,674 | $928 | $1,621 | $1,656 |
| Interest\tcost\ton\tAPBO | 11,374 | 10,989 | 7,425 | 3,777 | 3,425 | 4,879 | 1,626 |
| Expected\treturn\ton\tassets | (7,186) | (5,955) | - | (2,836) | (2,442) | (5,955) | (1,684) |
| Amortization\tof\ttransition |  |  |  |  |  |  |  |
| \tobligation | 821 | 604 | 382 | 351 | 1,662 | 266 | 9 |
| Amortization\tof\tprior\tservice |  |  |  |  |  |  |  |
| \tcost/(credit) | (1,630) | - | (97) | (546) | 38 | - | (1,204) |
| Recognized\tnet\tloss | 6,684 | 4,009 | 3,577 | 2,575 | 1,371 | 1,762 | 828 |
| Net\tother\tpostretirement\tbenefit |  |  |  |  |  |  |  |
| \tcost | $15,409 | $14,661 | $14,701 | $4,995 | $4,982 | $2,573 | $1,231 |
| Estimated\tamortization |  |  |  |  |  |  |  |
| \tamounts\tfrom\tregulatory |  |  |  |  |  |  |  |
| \tasset\tand/or\tAOCI\tto\tnet |  |  |  |  |  |  |  |
| \tperiodic\tbenefit\tcost\tin\tthe |  |  |  |  |  |  |  |
| \tfollowing\tyear |  |  |  |  |  |  |  |
| \t\t\tTransition\tobligation | $821 | $604 | $382 | $351 | $1,662 | $266 | $9 |
| \t\t\tPrior\tservice\tcost/(credit) | ($788) | $872 | $467 | ($246) | $361 | $289 | ($1,130) |
| \t\t\tNet\tloss | $6,001 | $3,170 | $3,059 | $2,449 | $1,129 | $1,323 | $591 |

# Other	Postretirement	Benefit	Obligations,	Plan	Assets,	Funded	Status,	and	Amounts	Not	Yet	Recognized	and	Recognized	in	the	Balance

# Sheet	of	Entergy	Corporation	and	its	Subsidiaries	as	of	December	31,	2008	and	2007

| Balance	at	beginning	of	year | $1,129,631 | $1,074,559 |
| :--- | :--- | :--- |
| Service\tcost | 47,198 | 44,137 |
| Interest\tcost | 71,295 | 63,231 |
| Acquisition | - | 11,336 |
| Plan\tamendments | (5,422) | (3,520) |
| Special\ttermination\tbenefits | - | 603 |
| Plan\tparticipant\tcontributions | 8,618 | 11,384 |
| Actuarial\t(gain)/loss | (33,168) | (19,997) |
| Benefits\tpaid | (68,799) | (56,719) |
| Medicare\tPart\tD\tsubsidy\treceived | 5,719 | 4,617 |
| Balance\tat\tend\tof\tyear | $1,155,072 | $1,129,631 |
| Change\tin\tPlan\tAssets |  |  |
| Fair\tvalue\tof\tassets\tat\tbeginning\tof\tyear | $350,719 | $314,326 |
| Actual\treturn\ton\tplan\tassets | (64,350) | 20,314 |
| Employer\tcontributions | 69,720 | 56,300 |
| Plan\tparticipant\tcontributions | 8,618 | 11,384 |
| Acquisition | - | 5,114 |
| Benefits\tpaid | (68,799) | (56,719) |
| Fair\tvalue\tof\tassets\tat\tend\tof\tyear | $295,908 | $350,719 |
| Funded\tstatus | ($859,164) | ($778,912) |
| Amounts\trecognized\tin\tthe\tbalance\tsheet |  |  |
| Current\tliabilities | ($29,594) | ($28,859) |
| Non-current\tliabilities | (829,570) | (750,053) |
| Total\tfunded\tstatus | ($859,164) | ($778,912) |
| Amounts\trecognized\tas\ta\tregulatory\tasset\t(before\ttax) |  |  |
| Transition\tobligation | $12,436 | $12,435 |
| Prior\tservice\tcredit | (966) | (30,833) |
| Net\tloss | 266,086 | 224,532 |
|  | $277,556 | $206,134 |
| Amounts\trecognized\tas\tAOCI\t(before\ttax) |  |  |
| Transition\tobligation | $2,483 | $6,709 |
| Prior\tservice\tcredit | (35,108) | (16,634) |
| Net\tloss | 114,864 | 112,692 |
|  | $82,239 | $102,767 |

Other	Postretirement	Benefit	Obligations,	Plan	Assets,	Funded	Status,	and	Amounts	Not	Yet	Recognized	and	Recognized	in	the	Balance Sheets	of	the	Registrant	Subsidiaries	as	of	December	31,	2008	and	2007

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2008 | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana Mississippi New\tOrleans | Entergy | Entergy | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Change\tin\tAPBO |  |  |  |  |  |  |  |
| Balance\tat\tbeginning\tof\tyear | $218,817 | $121,241 | $138,932 | $72,382 | $60,948 | $91,603 | $33,378 |
| Service\tcost | 6,824 | 5,003 | 4,394 | 2,057 | 1,179 | 2,423 | 2,053 |
| Interest\tcost | 13,772 | 7,668 | 8,746 | 4,563 | 3,810 | 5,759 | 2,124 |
| Amendment | - | (4,571) | - | - | - | (851) | - |
| Plan\tparticipant\tcontributions | 1,944 | 875 | 1,139 | 630 | 207 | 981 | 249 |
| Actuarial\t(gain)/loss | 5,094 | (88) | (3,024) | (3,288) | (1,744) | (1,843) | 1,796 |
| Benefits\tpaid | (15,940) | (7,698) | (9,485) | (4,695) | (4,814) | (6,855) | (2,747) |
| Medicare\tPart\tD\tsubsidy\treceived | 1,366 | 714 | 877 | 468 | 509 | 709 | 121 |
| Balance\tat\tend\tof\tyear | $231,877 | $123,144 | $141,579 | $72,117 | $60,095 | $91,926 | $36,974 |
| Change\tin\tPlan\tAssets |  |  |  |  |  |  |  |
| Fair\tvalue\tof\tassets\tat\tbeginning\tof\nyear | $117,916 | $\t- | $\t- | $43,502 | $45,737 | $92,024 | $26,731 |
| Actual\treturn\ton\tplan\tassets | (23,089) | - | - | (8,454) | (6,571) | (17,463) | (4,452) |

| Employer	contributions | 22,062 | 6,823 | 8,346 | 5,728 | 5,865 | 7,314 | 1,876 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Plan\tparticipant\tcontributions | 1,944 | 875 | 1,139 | 630 | 207 | 981 | 249 |
| Benefits\tpaid | (15,940) | (7,698) | (9,485) | (4,695) | (4,814) | (6,855) | (2,747) |
| Fair\tvalue\tof\tassets\tat\tend\tof\tyear | $102,893 | $\t- | $\t- | $36,711 | $40,424 | $76,001 | $21,657 |
| Funded\tstatus | ($128,984) | ($123,144) | ($141,579) | ($35,406) | ($19,671) | ($15,925) | ($15,317) |
| Amounts\trecognized\tin\tthe |  |  |  |  |  |  |  |
| \tbalance\tsheet\t(SFAS\t158) |  |  |  |  |  |  |  |
| Non-current\tasset | $- | $- | $- | $- | $- | $- | $- |
| Current\tliabilities | - | (6,895) | (8,912) | - | - | - | - |
| Non-current\tliabilities | (128,984) | (116,249) | (132,667) | (35,406) | (19,671) | (15,925) | (15,317) |
| Total\tfunded\tstatus | ($128,984) | ($123,144) | ($141,579) | ($35,406) | ($19,671) | ($15,925) | ($15,317) |
| Amounts\trecognized\tin |  |  |  |  |  |  |  |
| regulatory\tasset\t(before\ttax) |  |  |  |  |  |  |  |
| Transition\tobligation | $3,283 | $- | $- | $1,406 | $6,645 | $1,060 | $34 |
| Prior\tservice\tcost | 243 | - | - | 193 | 1,556 | 302 | (2,122) |
| Net\tloss | 123,355 | - | - | 38,752 | 24,392 | 47,815 | 19,023 |
|  | $126,881 | $- | $- | $40,351 | $32,593 | $49,177 | $16,935 |
| Amounts\trecognized\tin\tAOCI |  |  |  |  |  |  |  |
| (before\ttax) |  |  |  |  |  |  |  |
| Transition\tobligation | $- | $954 | $1,529 | $- | $- | $- | $- |
| Prior\tservice\tcost | - | (1,838) | 2,549 | - | - | - | - |
| Net\tloss | - | 33,506 | 40,736 | - | - | - | - |
|  | $- | $32,622 | $44,814 | $- | $- | $- | $- |

|  |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2007 | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Change\tin\tAPBO |  |  |  |  |  |  |  |
| Balance\tat\tbeginning\tof\tyear | $209,043 | $197,549 | $133,527 | $72,081 | $60,193 | $86,844 | $29,478 |
| Service\tcost | 6,099 | 6,188 | 3,890 | 1,904 | 1,019 | 2,001 | 1,804 |
| Interest\tcost | 12,147 | 11,504 | 7,764 | 4,195 | 3,480 | 5,041 | 1,732 |
| Special\ttermination\tbenefits | 251 | 79 | 124 | - | - | - | 38 |
| Plan\tparticipant\tcontributions | 2,724 | 2,481 | 1,978 | 810 | 312 | 1,191 | 404 |
| Actuarial\t(gain)/loss | 2,227 | 5,814 | (522) | (2,760) | 791 | 1,696 | 1,630 |
| Benefits\tpaid | (14,869) | (11,907) | (8,530) | (4,243) | (5,256) | (5,715) | (1,794) |
| Medicare\tPart\tD\tsubsidy\treceived | 1,195 | 1,136 | 701 | 395 | 409 | 545 | 86 |
| Jurisdictional\tseparation\t(Note\t1) | - | (91,603) | - | - | - | - | - |
| Balance\tat\tend\tof\tyear | $218,817 | $121,241 | $138,932 | $72,382 | $60,948 | $91,603 | $33,378 |
| Change\tin\tPlan\tAssets |  |  |  |  |  |  |  |
| Fair\tvalue\tof\tassets\tat\tbeginning\tof |  |  |  |  |  |  |  |
| year | $103,901 | $83,892 | $- | $39,213 | $41,636 | $83,892 | $25,265 |
| Actual\treturn\ton\tplan\tassets | 7,105 | 5,570 | - | 2,561 | 2,294 | 5,570 | 1,474 |
| Employer\tcontributions | 19,055 | 11,988 | 6,552 | 5,161 | 6,751 | 7,086 | 1,382 |
| Plan\tparticipant\tcontributions | 2,724 | 2,481 | 1,978 | 810 | 312 | 1,191 | 404 |
| Benefits\tpaid | (14,869) | (11,907) | (8,530) | (4,243) | (5,256) | (5,715) | (1,794) |
| Jurisdictional\tseparation\t(Note\t1) | - | (92,024) | - | - | - | - | - |
| Fair\tvalue\tof\tassets\tat\tend\tof\tyear | $117,916 | $- | $\t- | $43,502 | $45,737 | $92,024 | $26,731 |
| Funded\tstatus | ($100,901) | ($121,241) | ($138,932) | ($28,880) | ($15,211) | $421 | ($6,647) |
| Amounts\trecognized\tin\tthe |  |  |  |  |  |  |  |
| \tbalance\tsheet\t(SFAS\t158) |  |  |  |  |  |  |  |
| Non-current\tasset | $- | $- | $- | $- | $- | $421 | $- |
| Current\tliabilities | - | (6,527) | (8,747) | - | - | - | - |
| Non-current\tliabilities | (100,901) | (114,714) | (130,185) | (28,880) | (15,211) | - | (6,647) |
| Total\tfunded\tstatus | ($100,901) | ($121,241) | ($138,932) | ($28,880) | ($15,211) | $421 | ($6,647) |

(In	Thousands)

# Amounts	recognized	in

| Transition	obligation | $4,104 | $- | $- | $1,757 | $8,306 | $1,325 | $42 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Prior\tservice\tcost | (545) | - | - | (53) | 1,917 | 1,442 | (3,252) |
| Net\tloss | 90,963 | - | - | 32,099 | 17,574 | 26,082 | 11,434 |
|  | $94,522 | $- | $- | $33,803 | $27,797 | $28,849 | $8,224 |
| Amounts\trecognized\tin\tAOCI |  |  |  |  |  |  |  |
| \t(before\ttax) |  |  |  |  |  |  |  |
| Transition\tobligation | $- | $1,689 | $1,911 | $- | $- | $- | $- |
| Prior\tservice\tcost | - | 2,918 | 3,016 | - | - | - | - |
| Net\tloss | - | 35,571 | 46,475 | - | - | - | - |
|  | $- | $40,178 | $51,402 | $- | $- | $- | $- |

# Qualified	Pension	and	Other	Postretirement	Plans'	Assets

Entergy's	qualified	pension	and	postretirement	plans'	weighted-average	asset	allocations	by	asset	category	at	December	31,	2008	and	2007	are	as follows:

|  | Qualified	Pension | Qualified	Pension | Postretirement |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2008 | 2007 |
| Domestic\tEquity\tSecurities | 43% | 44% | 37% | 37% |
| International\tEquity\tSecurities | 19% | 20% | 13% | 14% |
| Fixed-Income\tSecurities | 36% | 34% | 50% | 49% |
| Other | 2% | 2% | 0% | -% |

The	trust	asset	investment	strategy	is	to	invest	the	assets	in	a	manner	whereby	long-term	earnings	(and	cash	contributions)	on	the	assets	provide adequate	funding	for	pension	benefits	payments	and	certain	postretirement	benefit	payments.	Pursuant	to	regulatory	directives,	Entergy	Arkansas, Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy	contribute	postretirement	benefit	costs	collected	in	rates	into	trusts. System	Energy	is	funding,	on	behalf	of	Entergy	Operations,	postretirement	benefits	associated	with	Grand	Gulf.

The	mix	of	assets	in	the	trusts	is	based	on	an	optimization	study	that	identifies	asset	allocation	targets	in	order	to	achieve	the	maximum	return	for an	 acceptable	 level	 of	 risk,	 while	 minimizing	 the	 expected	 contributions	 and	 pension	 and	 postretirement	 expense.	For	 certain	 regulatory jurisdictions,	other	postretirement	benefits	are	funded	on	a	pay-as-you-go	basis

In	the	optimization	study,	assumptions	are	formulated	about	characteristics,	such	as	expected	asset	class	investment	returns,	volatility	(risk),	and correlation	 coefficients	 among	 the	 various	 asset	 classes.	The	 future	 market	 assumptions	 used	 in	 the	 optimization	 study	 are	 determined	 by examining	historical	market	characteristics	of	the	various	asset	classes,	and	making	adjustments	to	reflect	future	conditions	expected	to	prevail	over the	study	period.

The	optimization	analysis	utilized	in	the	Plan	Administrator's	latest	study	produced	the	following	approved	asset	class	target	allocations.

|  | Pension | Postretirement |
| :--- | :--- | :--- |
| Domestic\tEquity\tSecurities | 45% | 37% |
| International\tEquity\tSecurities | 20% | 14% |
| Fixed-Income\tSecurities | 35% | 49% |

These	allocation	percentages	combined	with	each	asset	class'	expected	investment	return	produced	an	aggregate	return	expectation	for	the	five years	following	the	study	of	7.6%	for	pension	assets,	5.4%	for	taxable	postretirement	assets,	and	7.2%	for	non-taxable	postretirement	assets.

The	expected	long	term	rate	of	return	of	8.50%	for	the	qualified	retirement	plans	assets	is	based	on	the	expected	long-term	return	of	each	asset class,	weighted	by	the	target	allocation	for	each	class	as	defined	in	the	table	above.	The	source	for	each	asset	class'	expected	long-term	rate	of return	is	the	geometric	mean	of	the	respective	asset	class	total	return.	The	time	period	reflected	in	the	total	returns	is	a	long	dated	period	spanning several	decades.

The	expected	long	term	rate	of	return	of	8.50%	for	the	non-taxable	Voluntary	Employee	Beneficiary	Association	(VEBA)	trust	assets	is	based	on the	expected	long-term	return	of	each	asset	class,	weighted	by	the	target	allocation	for	each	class	as	defined	in	the	table	above.	The	source	for	each asset	class'	expected	long-term	rate	of	return	is	the	geometric	mean	of	the	respective	asset	class	total	return.	The	time	period	reflected	in	the	total returns	is	a	long	dated	period	spanning	several	decades.

For	the	taxable	VEBA	trust	assets	the	allocation	has	a	high	percentage	of	tax-exempt	fixed	income	securities.	The	tax-exempt	fixed	income	long- term	total	return	was	estimated	using	total	return	data	from	the	2008	Economic	Report	of	the	President.	The	time	period	reflected	in	the	tax-exempt fixed	income	total	return	is	1929	to	2007.	After	reflecting	the	tax-exempt	fixed	income	percentage	and	unrelated	business	income	tax,	the	long- term	rate	of	return	for	taxable	VEBA	trust	assets	is	expected	to	be	6.0%	in	2009	and	beyond.

Since	precise	allocation	targets	are	inefficient	to	manage	security	investments,	the	following	ranges	were	established	to	produce	an	acceptable economically	efficient	plan	to	manage	to	targets:

# Accumulated	Pension	Benefit	Obligation

The	accumulated	benefit	obligation	for	Entergy's	qualified	pension	plans	was	$2.9	billion	and	$2.8	billion	at	December	31,	2008	and	2007, respectively.

The	qualified	pension	accumulated	benefit	obligation	for	each	of	the	Registrant	Subsidiaries	as	of	December	31,	2008	and	2007	was	as	follows:

|  | December	31, |  |
| :--- | :--- | :--- |
|  | 2008 | 2007 |
|  | (In\tThousands) |  |
| Entergy\tArkansas | $650,540 | $664,122 |
| Entergy\tGulf\tStates\tLouisiana | $288,293 | $283,759 |
| Entergy\tLouisiana | $382,821 | $387,512 |
| Entergy\tMississippi | $205,859 | $210,314 |
| Entergy\tNew\tOrleans | $80,365 | $79,773 |
| Entergy\tTexas | $220,285 | $225,561 |
| System\tEnergy | $109,839 | $101,744 |

# Estimated	Future	Benefit	Payments

Based	upon	the	assumptions	used	to	measure	Entergy's	qualified	pension	and	postretirement	benefit	obligation	at	December	31,	2008,	and including	pension	and	postretirement	benefits	attributable	to	estimated	future	employee	service,	Entergy	expects	that	benefits	to	be	paid	and	the Medicare	Part	D	subsidies	to	be	received	over	the	next	ten	years	for	Entergy	Corporation	and	its	subsidiaries	will	be	as	follows:

|  | Estimated	Future	Benefits	Payments | Estimated	Future	Benefits	Payments |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Postretirement | Postretirement | Estimated\tFuture |
|  | Qualified | Non-Qualified | (before | Medicare\tSubsidy |
|  | Pension | Pension | Medicare\tSubsidy) | Receipts |
|  |  | (In\tThousands) |  |  |
| Year(s) |  |  |  |  |
| 2009 | $146,276 | $16,695 | $68,552 | $5,175 |
| 2010 | $151,060 | $10,079 | $73,153 | $5,768 |
| 2011 | $157,421 | $9,695 | $77,351 | $6,433 |
| 2012 | $167,107 | $8,931 | $81,247 | $7,218 |
| 2013 | $179,160 | $15,419 | $85,504 | $8,054 |
| 2014\t-\t2018 | $1,144,365 | $77,569 | $499,844 | $53,895 |

Based	upon	the	same	assumptions,	Entergy	expects	that	benefits	to	be	paid	and	the	Medicare	Part	D	subsidies	to	be	received	over	the	next	ten years	for	the	Registrant	Subsidiaries	will	be	as	follows:

| Pension |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Benefits\nPayments | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Year(s) |  |  |  |  |  |  |  |
| 2009 | $40,345 | $14,792 | $24,138 | $13,488 | $4,465 | $14,918 | $3,585 |
| 2010 | $40,415 | $15,066 | $24,182 | $13,700 | $4,527 | $14,932 | $3,727 |
| 2011 | $40,524 | $15,563 | $24,528 | $14,092 | $4,652 | $15,095 | $4,083 |
| 2012 | $41,479 | $16,502 | $24,865 | $14,597 | $4,855 | $15,553 | $4,407 |
| 2013 | $42,855 | $17,385 | $25,684 | $15,153 | $5,080 | $16,011 | $4,840 |
| 2014\t-\t2019 | $250,736 | $108,393 | $147,126 | $86,011 | $30,093 | $87,047 | $35,838 |

| Non-Qualified	Pension |  | Entergy |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Benefits\nPayments | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas |
|  |  |  | (In\tThousands) |  |  |  |
| Year(s) |  |  |  |  |  |  |
| 2009 | $332 | $583 | $23 | $105 | $16 | $1,269 |
| 2010 | $328 | $542 | $21 | $102 | $16 | $1,216 |
| 2011 | $195 | $523 | $20 | $98 | $16 | $1,479 |
| 2012 | $197 | $491 | $19 | $94 | $16 | $1,181 |

| 2013 | $189 | $472 | $18 | $99 | $16 | $1,159 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2014\t-\t2018 | $1,200 | $2,644 | $78 | $418 | $86 | $5,148 |

| Benefits	Payments |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (before\tMedicare\nPart\tD\tSubsidy) | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Year(s) |  |  |  |  |  |  |  |
| 2009 | $16,232 | $7,487 | $9,672 | $4,724 | $5,201 | $6,581 | $1,738 |
| 2010 | $17,165 | $8,009 | $10,186 | $5,043 | $5,383 | $6,819 | $1,951 |
| 2011 | $17,875 | $8,451 | $10,621 | $5,360 | $5,493 | $7,069 | $2,138 |
| 2012 | $18,418 | $8,882 | $10,937 | $5,642 | $5,544 | $7,329 | $2,304 |
| 2013 | $18,942 | $9,348 | $11,328 | $5,921 | $5,586 | $7,525 | $2,478 |
| 2014\t-\t2018 | $103,467 | $53,839 | $63,088 | $33,832 | $28,851 | $41,073 | $15,130 |

| Estimated	Future |  | Entergy |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Medicare\tPart\tD\nSubsidy | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| Year(s) |  |  |  |  |  |  |  |
| 2009 | $1,308 | $592 | $760 | $492 | $522 | $603 | $83 |
| 2010 | $1,437 | $653 | $838 | $539 | $550 | $664 | $96 |
| 2011 | $1,579 | $722 | $919 | $587 | $576 | $720 | $115 |
| 2012 | $1,748 | $803 | $1,015 | $638 | $607 | $780 | $143 |
| 2013 | $1,927 | $884 | $1,107 | $694 | $633 | $844 | $173 |
| 2014\t-\t2018 | $12,346 | $5,715 | $6,911 | $4,290 | $3,346 | $5,032 | $1,486 |

# Contributions

Entergy	Corporation	and	its	subsidiaries	expect	to	contribute	$140	million	(excluding	about	$1	million	in	employee	contributions)	to	the	qualified pension	plans	and	$76	million	to	its	other	postretirement	plans	in	2009.	Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for the	2009	plan	year	and	beyond,	may	affect	the	level	of	Entergy's	pension	contributions	in	the	future.

The	Registrant	Subsidiaries	expect	to	contribute	the	following	to	the	pension	and	other	postretirement	plans	in	2009:

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| Pension\tContributions | $28,627 | $4,728 | $11,112 | $6,902 | $1,739 | $4,118 | $5,845 |
| Other\tPostretirement\nContributions | $21,377 | $7,487 | $9,672 | $6,303 | $5,858 | $7,745 | $3,034 |

# Actuarial	Assumptions

The	assumed	health	care	cost	trend	rate	used	in	measuring	the	APBO	of	Entergy	was	8.5%	for	2009,	gradually	decreasing	each	successive	year until	it	reaches	4.75%	in	2015	and	beyond.	The	assumed	health	care	cost	trend	rate	used	in	measuring	the	Net	Other	Postretirement	Benefit	Cost	of Entergy	was	9.0%	for	2008,	gradually	decreasing	each	successive	year	until	it	reaches	4.75%	in	2013	and	beyond.	A	one	percentage	point	change in	the	assumed	health	care	cost	trend	rate	for	2008	would	have	the	following	effects:

|  | 1	Percentage	Point	Increase | 1	Percentage	Point	Decrease | 1	Percentage	Point	Decrease | 1	Percentage	Point	Decrease |
| :--- | :--- | :--- | :--- | :--- |
|  | Impact\ton\tthe | Impact\ton\tthe | Impact\ton\tthe | Impact\ton\tthe |
|  | sum\tof\tservice | sum\tof\tservice | sum\tof\tservice | sum\tof\tservice |
|  | Impact\ton\tthe | costs\tand | Impact\ton\tthe | costs\tand |
| 2008 | APBO | interest\tcost | APBO | interest\tcost |
|  |  | Increase\t/(Decrease) | Increase\t/(Decrease) |  |
|  |  | (In\tThousands) |  |  |
| Entergy\tCorporation\tand\tits\nsubsidiaries | $118,645 | $16,862 | ($105,248) | ($14,382) |

A	one	percentage	point	change	in	the	assumed	health	care	cost	trend	rate	for	2008	would	have	the	following	effects	for	the	Registrant	Subsidiaries:

1	Percentage	Point	Increase 1	Percentage	Point	Decrease 2008 Impact	on	the APBO Impact	on	the sum	of	service costs	and interest	cost Impact	on	the APBO Impact	on	the sum	of	service costs	and interest	cost

# Increase/(Decrease)

| Entergy	Arkansas | $21,820 | $2,581 | ($19,557) | ($2,226) |
| :--- | :--- | :--- | :--- | :--- |
| Entergy\tGulf\tStates |  |  |  |  |
| \t\tLouisiana | $13,069 | $1,923 | ($11,627) | ($1,636) |
| Entergy\tLouisiana | $13,364 | $1,694 | ($11,968) | ($1,457) |
| Entergy\tMississippi | $6,825 | $812 | ($6,102) | ($701) |
| Entergy\tNew\tOrleans | $4,775 | $535 | ($4,344) | ($468) |
| Entergy\tTexas | $9,161 | $1,141 | ($8,223) | ($980) |
| System\tEnergy | $4,209 | $648 | ($3,701) | ($549) |

The	significant	actuarial	assumptions	used	in	determining	the	pension	PBO	and	the	SFAS	106	APBO	as	of	December	31,	2008,	and	2007	were	as follows:

|  | 2008 | 2007 |
| :--- | :--- | :--- |
| Weighted-average\tdiscount\trate: |  |  |
| \t\tPension | 6.75% | 6.50% |
| \t\tOther\tpostretirement | 6.70% | 6.50% |
| Weighted-average\trate\tof\tincrease |  |  |
| \tin\tfuture\tcompensation\tlevels | 4.23% | 4.23% |

The	significant	actuarial	assumptions	used	in	determining	the	net	periodic	pension	and	other	postretirement	benefit	costs	for	2008,	2007,	and	2006 were	as	follows:

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Weighted-average\tdiscount\trate: |  |  |  |
| \t\tPension | 6.50% | 6.00% | 5.90% |
| \t\tOther\tpostretirement | 6.50% | 6.00% | 5.90% |
| Weighted-average\trate\tof |  |  |  |
| increase | 4.23% | 3.25% | 3.25% |
| \tin\tfuture\tcompensation\tlevels |  |  |  |
| Expected\tlong-term\trate\tof\n\treturn\ton\tplan\tassets: |  |  |  |
| \t\t\tTaxable\tassets | 5.50% | 5.50% | 5.50% |
| \t\t\tNon-taxable\tassets | 8.50% | 8.50% | 8.50% |

Entergy's	SFAS	106	transition	obligations	are	being	amortized	over	20	years	ending	in	2012.

# Medicare	Prescription	Drug,	Improvement	and	Modernization	Act	of	2003

In	 December	 2003,	 the	 President	 signed	 the	 Medicare	 Prescription	 Drug,	 Improvement	 and	 Modernization	Act	 of	 2003	 into	 law.	The	Act introduces	a	prescription	drug	benefit	cost	under	Medicare	(Part	D),	which	started	in	2006,	as	well	as	a	federal	subsidy	to	employers	who	provide	a retiree	prescription	drug	benefit	that	is	at	least	actuarially	equivalent	to	Medicare	Part	D.

The	actuarially	estimated	effect	of	future	Medicare	subsidies	reduced	 the	December	31,	2008	and	2007	Accumulated	Postretirement	Benefit Obligation	by	$187	million	and	$182	million,	respectively,	and	reduced	the	2008,	2007,	and	2006	other	postretirement	benefit	cost	by	$24.7 million,	$26.5	million,	and	$29.3	million,	respectively.	In	2008,	Entergy	received	$5.7	million	in	Medicare	subsidies	for	prescription	drug	claims through	September	2008.

The	actuarially	estimated	effect	of	future	Medicare	subsidies	and	the	actual	subsidies	received	for	the	Registrant	Subsidiaries	was	as	follows:

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Increase\t(Decrease)\tIn\tThousands | Increase\t(Decrease)\tIn\tThousands |  |  |  |
| Impact\ton\t12/31/2008\tAPBO | ($40,610) | ($19,650) | ($22,222) | ($13,280) | ($9,135) | ($14,961) | ($6,628) |
| Impact\ton\t12/31/2007\tAPBO | ($39,653) | ($19,662) | ($21,797) | ($13,223) | ($9,487) | ($15,270) | ($6,185) |

| postretirement	benefit	cost | ($5,063) | ($3,502) | ($2,824) | ($1,625) | ($1,114) | ($1,051) | ($945) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Impact\ton\t2007\tother\n\tpostretirement\tbenefit\tcost | ($5,502) | ($4,888) | ($3,048) | ($1,753) | ($1,242) | ($688) | ($984) |
| Impact\ton\t2006\tother\n\tpostretirement\tbenefit\tcost | ($6,246) | ($5,328) | ($3,460) | ($2,046) | ($1,502) | ($935) | ($1,070) |
| Medicare\tsubsidies\treceived |  |  |  |  |  |  |  |
| \tin\t2008\tfor\tclaims\tthrough |  |  |  |  |  |  |  |
| \tSeptember\t2008 | ($1,366) | ($714) | ($877) | ($467) | ($509) | ($709) | ($121) |

# Non-Qualified	Pension	Plans

Entergy	 also	 sponsors	 non-qualified,	 non-contributory	 defined	 benefit	 pension	 plans	 that	 provide	 benefits	 to	 certain	 key	 employees.	Entergy recognized	net	periodic	pension	cost	related	to	these	plans	of	$17.2	million	in	2008,	$20.6	million	in	2007,	and	$21	million	in	2006.	The	projected benefit	obligation	was	$138.4	million	and	$134.5	million	as	of	December	31,	2008	and	2007,	respectively.	There	were	$0.2	million	in	plan	assets for	a	pre-merger	Entergy	Gulf	States	Louisiana	plan	at	December	31,	2008.	The	accumulated	benefit	obligation	was	$125.5	million	and	$118 million	as	of	December	31,	2008	and	2007,	respectively.

After	the	application	of	SFAS	158,	Entergy's	non-qualified,	non-current	pension	liability	at	December	31,	2008	and	2007	was	$121.5	million	and $128.4	million,	respectively;	and	its	current	liability	was	$16.7	million	and	$5.9	million,	respectively.	The	unamortized	transition	asset,	prior service	cost	and	net	loss	are	recognized	in	regulatory	assets	($44.1	million	at	December	31,	2008	and	$43.9	million	at	December	31,	2007)	and accumulated	other	comprehensive	income	before	taxes	($18.2	million	at	December	31,	2008	and	$17.4	million	at	December	31,	2007.)

The	Registrant	Subsidiaries	(except	System	Energy)	participate	in	Entergy's	non-qualified,	non-contributory	defined	benefit	pension	plans	that provide	benefits	to	certain	key	employees.	The	net	periodic	pension	cost	for	the	non-qualified	plans	for	2008,	2007,	and	2006	was	as	follows:

|  | Entergy | Gulf	States | Entergy | Entergy | Entergy | Entergy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Arkansas | Louisiana | Louisiana | Mississippi | New\tOrleans | Texas |
|  |  |  |  | (In\tThousands) |  |  |
| 2008 | $533 | $313 | $28 | $218 | $48 | $908 |
| 2007 | $493 | $1,268 | $25 | $175 | $228 | $922 |
| 2006 | $499 | $1,274 | $25 | $174 | $222 | $920 |

The	projected	benefit	obligation	for	the	non-qualified	plans	as	of	December	31,	2008	and	2007	was	as	follows:

|  | Entergy | Gulf	States | Entergy | Entergy | Entergy | Entergy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Arkansas | Louisiana | Louisiana | Mississippi | New\tOrleans | Texas |
|  |  |  | (In\tThousands) |  |  |  |
| 2008 | $3,320 | $6,470 | $189 | $1,232 | $454 | $11,701 |
| 2007 | $3,483 | $5,475 | $166 | $1,505 | $1,849 | $12,465 |

The	accumulated	benefit	obligation	for	the	non-qualified	plans	as	of	December	31,	2008	and	2007	was	as	follows:

|  | Entergy | Gulf	States | Entergy | Entergy | Entergy | Entergy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Arkansas | Louisiana | Louisiana | Mississippi | New\tOrleans | Texas |
|  |  |  | (In\tThousands) |  |  |  |
| 2008 | $3,114 | $6,131 | $180 | $1,048 | $352 | $11,634 |
| 2007 | $3,058 | $5,475 | $166 | $1,259 | $1,712 | $12,309 |

After	the	application	of	SFAS	158,	the	following	amounts	were	recorded	on	the	balance	sheet	as	of	December	31,	2008	and	2007:

|  | Entergy | Gulf	States | Entergy | Entergy | Entergy | Entergy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2008 | Arkansas | Louisiana | Louisiana | Mississippi | New\tOrleans | Texas |
|  |  |  | (In\tThousands) | (In\tThousands) |  |  |
| Current\tliabilities | ($332) | ($583) | ($23) | ($105) | ($16) | ($1,269) |
| Non-current\tliabilities | ($2,989) | ($5,887) | ($166) | ($1,127) | ($438) | ($10,274) |
| Total\tFunded\tStatus | ($3,321) | ($6,470) | ($189) | ($1,232) | ($454) | ($11,543) |
| Regulatory\tAsset | $1,736 | $2,026 | $114 | $431 | $314 | $628 |
| Accumulated\tother |  |  |  |  |  |  |
| comprehensive\tincome |  |  |  |  |  |  |
| (before\ttaxes) | $- | $358 | $- | $- | $- | $- |

2007 Entergy Arkansas Entergy Gulf	States Louisiana Entergy Louisiana Entergy Mississippi Entergy New	Orleans Entergy Texas (In	Thousands)

| Current	liabilities | ($439) | ($536) | ($25) | ($112) | ($16) | ($1,236) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Non-current\tliabilities | ($3,044) | ($4,939) | ($141) | ($1,393) | ($1,833) | ($11,072) |
| Total\tFunded\tStatus | ($3,483) | ($5,475) | ($166) | ($1,505) | ($1,849) | ($12,308) |
| Regulatory\tAsset | $1,946 | $691 | $93 | $816 | $487 | $1,689 |
| Accumulated\tother |  |  |  |  |  |  |
| comprehensiveincome |  |  |  |  |  |  |
| (before\ttaxes) | $- | $120 | $- | $- | $- | $- |

# Defined	Contribution	Plans

Entergy	 sponsors	 the	 Savings	 Plan	 of	 Entergy	 Corporation	 and	 Subsidiaries	 (System	 Savings	 Plan).	The	System	Savings	 Plan	 is	 a	 defined contribution	plan	covering	eligible	employees	of	Entergy	and	its	subsidiaries.	The	employing	Entergy	subsidiary	makes	matching	contributions	for all	non-bargaining	and	certain	bargaining	employees	to	the	System	Savings	Plan	in	an	amount	equal	to	70%	of	the	participants'	basic	contributions, up	to	6%	of	their	eligible	earnings	per	pay	period.	The	70%	match	is	allocated	to	investments	as	directed	by	the	employee.

Entergy	also	sponsors	the	Savings	Plan	of	Entergy	Corporation	and	Subsidiaries	II	(established	in	2001),	the	Savings	Plan	of	Entergy	Corporation and	Subsidiaries	IV	(established	in	2002),	the	Savings	Plan	of	Entergy	Corporation	and	Subsidiaries	VI	(established	in	April	2007),	and	the	Savings Plan	of	Entergy	Corporation	and	Subsidiaries	VII	(established	in	April	2007)	to	which	matching	contributions	are	also	made.	The	plans	are	defined contribution	plans	that	cover	eligible	employees,	as	defined	by	each	plan,	of	Entergy	and	its	subsidiaries.

Entergy's	subsidiaries'	contributions	to	defined	contribution	plans	collectively	were	$38.4	million	in	2008,	$36.6	million	in	2007,	and	$31.4	million in	2006.	The	majority	of	the	contributions	were	to	the	System	Savings	Plan.

# NOTE	12.	STOCK-BASED	COMPENSATION	(Entergy	Corporation)

Entergy	grants	stock	options	and	long-term	incentive	and	restricted	liability	awards	to	key	employees	of	the	Entergy	subsidiaries	under	its	Equity Ownership	Plans	which	are	shareholder-approved	stock-based	compensation	plans.	The	Equity	Ownership	Plan,	as	restated	in	February	2003	(2003 Plan),	had	743,600	authorized	shares	remaining	for	long-term	incentive	and	restricted	liability	awards	as	of	December	31,	2008.	Effective	January 1,	2007,	Entergy's	shareholders	approved	the	2007	Equity	Ownership	and	Long-Term	Cash	Incentive	Plan	(2007	Plan).	The	maximum	aggregate number	of	common	shares	that	can	be	issued	from	the	2007	Plan	for	stock-based	awards	is	7,000,000	with	no	more	than	2,000,000	available	for non-option	grants.	The	2007	Plan,	which	only	applies	to	awards	made	on	or	after	January	1,	2007,	will	expire	after	10	years.	As	of	December	31, 2008,	there	were	3,609,585	authorized	shares	remaining	for	stock-based	awards,	including	2,000,000	for	non-option	grants.

# Stock	Options

Stock	options	are	granted	at	exercise	prices	that	equal	the	closing	market	price	of	Entergy	Corporation	common	stock	on	the	date	of	grant. Generally,	stock	options	granted	will	become	exercisable	in	equal	amounts	on	each	of	the	first	three	anniversaries	of	the	date	of	grant.	Unless	they are	forfeited	previously	under	the	terms	of	the	grant,	options	expire	ten	years	after	the	date	of	the	grant	if	they	are	not	exercised.

The	following	table	includes	financial	information	for	stock	options	for	each	of	the	years	presented:

| Compensation	expense	included	in	Entergy's	Net	Income | $17.0 | $15.0 | $11.0 |
| :--- | :--- | :--- | :--- |
| Tax\tbenefit\trecognized\tin\tEntergy's\tNet\tIncome | $7.0 | $6.0 | $4.0 |
| Compensation\tcost\tcapitalized\tas\tpart\tof\tfixed\tassets\tand\tinventory | $3.0 | $3.0 | $2.0 |

Entergy	determines	the	fair	value	of	the	stock	option	grants	by	considering	factors	such	as	lack	of	marketability,	stock	retention	requirements,	and regulatory	 restrictions	 on	 exercisability.	The	 fair	 value	 valuations	 comply	 with	 SFAS	 123R,	 "Share-Based	 Payment,"	 which	 was	 issued	 in December	2004	and	became	effective	in	the	first	quarter	2006.	The	stock	option	weighted-average	assumptions	used	in	determining	the	fair	values are	as	follows:

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Stock\tprice\tvolatility | 18.9% | 17.0% | 18.7% |
| Expected\tterm\tin\tyears | 4.64 | 4.59 | 3.9 |
| Risk-free\tinterest\trate | 2.77% | 4.85% | 4.4% |
| Dividend\tyield | 2.96% | 3.0% | 3.2% |
| Dividend\tpayment | $3.00 | $2.16 | $2.16 |

Stock	price	volatility	is	calculated	based	upon	the	weekly	public	stock	price	volatility	of	Entergy	Corporation	common	stock	over	the	last	four	to five	years.		The	expected	term	of	the	options	is	based	upon	historical	option	exercises	and	the	weighted	average	life	of	options	when	exercised	and the	estimated	weighted	average	life	of	all	vested	but	unexercised	options.		In	2008,	Entergy	implemented	stock	ownership	guidelines	for	its	senior executive	officers.	These	guidelines	require	an	executive	officer	to	own	shares	of	Entergy	common	stock	equal	to	a	specified	multiplier	of	his	or her	salary.	Until	an	executive	officer	achieves	this	multiple	ownership	portion	the	executive	officer	is	required	to	retain	75%	of	the	after-tax	net profit	upon	exercise	of	the	option	to	be	held	in	Entergy	Corporation	common	stock.		The	reduction	in	fair	value	of	the	stock	options	due	to	this restriction	is	based	upon	an	estimate	of	the	call	option	value	of	the	reinvested	gain	discounted	to	present	value	over	the	applicable	reinvestment

# period.

A	summary	of	stock	option	activity	for	the	year	ended	December	31,	2008	and	changes	during	the	year	are	presented	below:

|  | Number<br>of	Options | Weighted-<br>Average<br>Exercise<br>Price | Aggregate<br>Intrinsic<br>Value | Weighted-<br>Average<br>Contractual<br>Life |
| :--- | :--- | :--- | :--- | :--- |
| Options\toutstanding\tat\tJanuary\t1,\t2008 | 10,531,431 | $58.49 |  |  |
| Options\tgranted | 1,617,400 | $108.20 |  |  |
| Options\texercised | (976,018) | $47.76 |  |  |
| Options\tforfeited/expired | (74,482) | $91.75 |  |  |
| Options\toutstanding\tat\tDecember\t31,\n2008 | 11,098,331 | $66.45 | $185\tmillion | 5.7\tyears |
| Options\texercisable\tat\tDecember\t31,\n2008 | 7,886,304 | $54.37 | $227\tmillion | 4.6\tyears |
| Weighted-average\tgrant-date\tfair\tvalue\tof\n\t\toptions\tgranted\tduring\t2008 | $14.41 |  |  |  |

The	weighted-average	grant-date	fair	value	of	options	granted	during	the	year	was	$14.15	for	2007	and	$9.21	for	2006.	The	total	intrinsic	value	of stock	options	exercised	was	$63.7	million	during	2008,	$116.7	million	during	2007,	and	$65	million	during	2006.	The	intrinsic	value,	which	has	no effect	on	net	income,	of	the	stock	options	exercised	is	calculated	by	the	difference	in	Entergy's	Corporation	common	stock	price	on	the	date	of exercise	and	the	exercise	price	of	the	stock	options	granted.	With	the	adoption	of	the	fair	value	method	of	SFAS	123	and	the	application	of	SFAS 123R,	Entergy	recognizes	compensation	cost	over	the	vesting	period	of	the	options	based	on	their	grant-date	fair	value.	The	total	fair	value	of options	that	vested	was	approximately	$18	million	during	2008,	$15	million	during	2007,	and	$15	million	during	2006.

The	following	table	summarizes	information	about	stock	options	outstanding	as	of	December	31,	2008:

| Range	of<br>Exercise	Prices | As	of<br>12/31/2008 | Options	Outstanding<br>Weighted-Avg.<br>Remaining<br>Contractual<br>Life-Yrs. | Weighted-<br>Avg.	Exercise<br>Price | Options	Exercisable<br>Number<br>Exercisable<br>at	12/31/2008 | Weighted-<br>Avg.	Exercise<br>Price |
| :--- | :--- | :--- | :--- | :--- | :--- |
| $23\t-\t$36.99 | 528,683 | 1.7 | $23.66 | 528,683 | $23.66 |
| $37\t-\t$50.99 | 3,430,450 | 3.0 | $41.40 | 3,430,450 | $41.40 |
| $51\t-\t$64.99 | 1,135,716 | 5.0 | $58.18 | 1,135,716 | $58.18 |
| $65\t-\t$78.99 | 2,676,647 | 6.5 | $69.25 | 2,158,516 | $69.34 |
| $79\t-\t$91.99 | 1,735,935 | 8.1 | $91.81 | 610,139 | $91.79 |
| $92\t-\t$108.20 | 1,590,900 | 9.1 | $108.20 | 22,800 | $108.20 |
| $23\t-\t$108.20 | 11,098,331 | 5.7 | $66.45 | 7,886,304 | $54.37 |

Stock-based	compensation	cost	related	to	non-vested	stock	options	outstanding	as	of	December	31,	2008	not	yet	recognized	is	approximately	$24 million	and	is	expected	to	be	recognized	on	a	weighted-average	period	of	1.7	years.

# Long-Term	Incentive	Awards

Entergy	grants	long-term	incentive	awards	earned	under	its	stock	benefit	plans	in	the	form	of	performance	units,	which	are	equal	to	the	cash	value of	shares	of	Entergy	Corporation	common	stock	at	the	end	of	the	performance	period,	which	is	the	last	trading	day	of	the	year.	Performance	units will	pay	out	to	the	extent	that	the	performance	conditions	are	satisfied.	In	addition	to	the	potential	for	equivalent	share	appreciation	or	depreciation, performance	units	will	earn	the	cash	equivalent	of	the	dividends	paid	during	the	three-year	performance	period	applicable	to	each	plan.	The	costs of	incentive	awards	are	charged	to	income	over	the	three-year	period.

The	following	table	includes	financial	information	for	the	long-term	incentive	awards	for	each	of	the	years	presented:

| Fair	value	of	long-term	incentive	awards	at	December	31, | $41 | $54 | $37 |
| :--- | :--- | :--- | :--- |
| Compensation\texpense\tincluded\tin\tEntergy's\tNet\tIncome\tfor\tthe\tyear | $20 | $35 | $22 |
| Tax\tbenefit\trecognized\tin\tEntergy's\tNet\tIncome\tfor\tthe\tyear | $8 | $14 | $8 |

Compensation	cost	capitalized	as	part	of	fixed	assets	and	inventory

Entergy	paid	$36.6	million	in	2008	for	awards	earned	under	the	Long-Term	Incentive	Plan.	The	distribution	is	applicable	to	the	2005	-	2007 performance	period.

# Restricted	Awards

Entergy	grants	restricted	awards	earned	under	its	stock	benefit	plans	in	the	form	of	stock	units	that	are	subject	to	time-based	restrictions.	The restricted	units	are	equal	to	the	cash	value	of	shares	of	Entergy	Corporation	common	stock	at	the	time	of	vesting.	The	costs	of	restricted	awards	are charged	to	income	over	the	restricted	period,	which	varies	from	grant	to	grant.	The	average	vesting	period	for	restricted	awards	granted	is	48 months.	As	of	December	31,	2008,	there	were	148,900	unvested	restricted	units	that	are	expected	to	vest	over	an	average	period	of	29	months.

The	following	table	includes	financial	information	for	restricted	awards	for	each	of	the	years	presented:

| Fair	value	of	restricted	awards	at	December	31, | $7.5 | $11.2 | $3.6 |
| :--- | :--- | :--- | :--- |
| Compensation\texpense\tincluded\tin\tEntergy's\tNet\tIncome\tfor\tthe\tyear | $2.0 | $6.5 | $3.1 |
| Tax\tbenefit\trecognized\tin\tEntergy's\tNet\tIncome\tfor\tthe\tyear | $0.8 | $2.5 | $1.2 |
| Compensation\tcost\tcapitalized\tas\tpart\tof\tfixed\tassets\tand\tinventory | $0.4 | $1.1 | $0.5 |

Entergy	paid	$5.7	million	in	2008	for	awards	under	the	Restricted	Awards	Plan.

# NOTE	13.	BUSINESS	SEGMENT	INFORMATION	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy)

Entergy's	reportable	segments	as	of	December	31,	2008	are	Utility	and	Non-Utility	Nuclear.	Utility	generates,	transmits,	distributes,	and	sells electric	power	in	portions	of	Arkansas,	Louisiana,	Mississippi,	and	Texas,	and	provides	natural	gas	utility	service	in	portions	of	Louisiana.	Non- Utility	 Nuclear	 owns	 and	 operates	 six	 nuclear	 power	 plants	 and	 is	 primarily	 focused	 on	 selling	 electric	 power	 produced	 by	 those	 plants	 to wholesale	 customers.	"All	 Other"	 includes	 the	 parent	 company,	 Entergy	 Corporation,	 and	 other	 business	 activity,	 including	 the	 non-nuclear wholesale	 assets	 business	 and	 earnings	 on	 the	 proceeds	 of	 sales	 of	 previously-owned	 businesses.	As	 a	 result	 of	 the	 Entergy	 New	 Orleans bankruptcy	filing,	Entergy	discontinued	the	consolidation	of	Entergy	New	Orleans	retroactive	to	January	1,	2005,	and	reported	Entergy	New Orleans	results	under	the	equity	method	of	accounting	in	the	Utility	segment	in	2006.	On	May	7,	2007,	the	bankruptcy	judge	entered	an	order confirming	Entergy	New	Orleans'	plan	of	reorganization.	With	confirmation	of	the	plan	of	reorganization,	Entergy	reconsolidated	Entergy	New Orleans	in	the	second	quarter	2007,	retroactive	to	January	1,	2007.

# Entergy's	segment	financial	information	is	as	follows:

| 2008 | Utility | Nuclear* | All	Other* | Eliminations | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues | $10,318,630 | $2,558,378 | $241,715 | ($24,967) | $13,093,756 |
| Deprec.,\tamort.\t&amp;\tdecomm. | $984,651 | $220,128 | $15,490 | $- | $1,220,269 |
| Interest\tand\tdividend\tincome | $122,657 | $62,473 | $116,830 | ($153,744) | $148,216 |
| Equity\tin\tloss\tof | ($3) | $- | ($11,681) | $- | ($11,684) |
| \t\tunconsolidated\tequity\taffiliates |  |  |  |  |  |
| Interest\tand\tother\tcharges | $442,523 | $53,926 | $286,185 | ($153,744) | $628,890 |
| Income\ttaxes\t(benefits) | $371,281 | $319,107 | ($87,390) | $- | $602,998 |
| Net\tincome\t(loss) | $587,837 | $797,280 | ($164,551) | $- | $1,220,566 |
| Total\tassets | $28,810,147 | $7,848,195 | $2,586,456 | ($2,627,980) | $36,616,818 |
| Investment\tin\taffiliates\t-\tat\tequity | $199 | $- | $66,048 | $- | $66,247 |
| Cash\tpaid\tfor\tlong-lived\tasset | $1,921,624 | $271,901 | $18,730 | $- | $2,212,255 |

| 2007 | Utility | Nuclear* | All	Other* | Eliminations | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues | $9,255,075 | $2,029,666 | $225,216 | ($25,559) | $11,484,398 |
| Deprec.,\tamort.\t&amp;\tdecomm. | $939,152 | $177,872 | $14,586 | $- | $1,131,610 |
| Interest\tand\tdividend\tincome | $124,992 | $102,840 | $88,066 | ($81,901) | $233,997 |
| Equity\tin\tearnings\tof |  |  |  |  |  |
| \t\tunconsolidated\tequity\taffiliates | ($2) | $- | $3,178 | $- | $3,176 |
| Interest\tand\tother\tcharges | $444,067 | $34,738 | $265,253 | ($81,901) | $662,157 |
| Income\ttaxes\t(benefits) | $382,025 | $230,407 | ($98,015) | $- | $514,417 |
| Net\tincome\t(loss) | $682,707 | $539,200 | ($87,058) | $- | $1,134,849 |
| Total\tassets | $26,174,159 | $7,014,484 | $1,982,429 | ($1,528,070) | $33,643,002 |
| Investment\tin\taffiliates\t-\tat\tequity | $202 | $- | $78,790 | $- | $78,992 |
| Cash\tpaid\tfor\tlong-lived\tasset\n\t\tadditions | $1,315,564 | $258,457 | $2,754 | $1,255 | $1,578,030 |

| 2006 | Utility | Nuclear* | All	Other* | Eliminations | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues | $9,150,030 | $1,544,873 | $275,299 | ($38,044) | $10,932,158 |
| Deprec.,\tamort.\t&amp;\tdecomm. | $886,537 | $134,661 | $12,478 | $- | $1,033,676 |
| Interest\tand\tdividend\tincome | $112,887 | $83,155 | $95,985 | ($93,192) | $198,835 |
| Equity\tin\tearnings\tof |  |  |  |  |  |
| \t\tunconsolidated\tequity\taffiliates | $4,058 | $- | $89,686 | $- | $93,744 |
| Interest\tand\tother\tcharges | $428,662 | $47,424 | $194,911 | ($93,192) | $577,805 |
| Income\ttaxes\t(benefits) | $333,105 | $204,659 | ($94,720) | $- | $443,044 |
| Loss\tfrom\tdiscontinued\toperations | $- | $- | ($496) | $- | ($496) |
| Net\tincome | $691,160 | $309,496 | $131,894 | $52 | $1,132,602 |
| Total\tassets | $25,238,359 | $5,369,730 | $2,866,377 | ($2,391,735) | $31,082,731 |
| Investment\tin\taffiliates\t-\tat\tequity | $154,193 | $- | $209,033 | ($134,137) | $229,089 |
| Cash\tpaid\tfor\tlong-lived\tasset\n\t\tadditions | $1,306,387 | $302,865 | $23,034 | $982 | $1,633,268 |

Businesses	 marked	 with	 *	 are	 sometimes	 referred	 to	 as	 the	 "competitive	 businesses,"	 with	 the	 exception	 of	 the	 parent	 company,	 Entergy Corporation.	Eliminations	are	primarily	intersegment	activity.	Almost	all	of	Entergy's	goodwill	is	related	to	the	Utility	segment.

Earnings	were	negatively	affected	in	the	fourth	quarter	2007	by	expenses	of	$22.2	million	($13.6	million	net-of-tax)	for	Utility	and	$29.9	million ($18.4	million	net-of-tax)	for	Non-Utility	Nuclear	recorded	in	connection	with	a	nuclear	operations	fleet	alignment.	This	process	was	undertaken with	the	goals	of	eliminating	redundancies,	capturing	economies	of	scale,	and	clearly	establishing	organizational	governance.	Most	of	the	expenses related	to	the	voluntary	severance	program	offered	to	employees.	Approximately	200	employees	from	the	Non-Utility	Nuclear	business	and	150 employees	in	the	Utility	business	accepted	the	voluntary	severance	program	offers.

Revenues	and	pre-tax	income	(loss)	related	to	the	Competitive	Retail	Services	business'	discontinued	operations	were	as	follows:

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Operating\trevenues | $- | $- | $134,444 |
| Pre-tax\tincome\t(loss) | $- | $- | ($429) |

There	were	no	assets	or	liabilities	related	to	the	Competitive	Retail	Services	business'	discontinued	operations	as	of	December	31,	2008	and	2007.

# Geographic	Areas

For	the	years	ended	December	31,	2008	and	2007,	Entergy	derived	none	of	its	revenue	from	outside	of	the	United	States.	For	the	year	ended December	31,	2006,	Entergy	derived	less	than	1%	of	its	revenue	from	outside	of	the	United	States.

As	of	December	31,	2008	and	2007,	Entergy	had	no	long-lived	assets	located	outside	of	the	United	States.

# Registrant	Subsidiaries

Each	of	the	Registrant	Subsidiaries	has	one	reportable	segment,	which	is	an	integrated	utility	business,	except	for	System	Energy,	which	is	an electricity	generation	business.	Each	of	the	Registrant	Subsidiaries'	operations	is	managed	on	an	integrated	basis	by	that	company	because	of	the substantial	effect	of	cost-based	rates	and	regulatory	oversight	on	the	business	process,	cost	structures,	and	operating	results.

# NOTE	14.	EQUITY	METHOD	INVESTMENTS	(Entergy	Corporation)

As	of	December	31,	2008,	Entergy	owns	investments	in	the	following	companies	that	it	accounts	for	under	the	equity	method	of	accounting:

Following	is	a	reconciliation	of	Entergy's	investments	in	equity	affiliates:

| Beginning	of	year | $78,992 | $229,089 | $296,784 |
| :--- | :--- | :--- | :--- |
| Entergy\tNew\tOrleans\t(a) | - | (153,988) | - |
| Income\t(loss)\tfrom\tthe | (11,684) | 3,176 | 93,744 |
| investments |  |  |  |
| Distributions\treceived | - | - | (163,697) |
| Dispositions\tand\tother | (1,061) | 715 | 2,258 |
| adjustments |  |  |  |
| End\tof\tyear | $66,247 | $78,992 | $229,089 |

(a) As	a	result	of	Entergy	New	Orleans'	bankruptcy	filing	in	September	2005,	Entergy deconsolidated	Entergy	New	Orleans	and	reflected	Entergy	New	Orleans'	financial results	under	the	equity	method	of	accounting	retroactive	to	January	1,	2005.	In	May 2007,	 with	 confirmation	 of	 the	 plan	 of	 reorganization,	 Entergy	 reconsolidated Entergy	 New	 Orleans	 retroactive	 to	 January	 1,	 2007	 and	 no	 longer	 accounts	 for Entergy	New	Orleans	under	the	equity	method	of	accounting.	See	Note	18	to	the financial	statements	for	further	discussion	of	the	bankruptcy	proceeding.

The	following	is	a	summary	of	combined	financial	information	reported	by	Entergy's	equity	method	investees:

|  | 2008 | 2007 | 2006	(1) |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Income\tStatement\tItems |  |  |  |
| Operating\trevenues | $60,350 | $65,600 | $632,820 |
| Operating\tincome\t(loss) | ($5,320) | $22,606 | $27,452 |
| Net\tincome\t(loss) | ($23,361) | $6,257 | $212,210\t(2) |
| Balance\tSheet\tItems |  |  |  |
| Current\tassets | $91,559 | $96,624 |  |
| Noncurrent\tassets | $353,562 | $372,421 |  |
| Current\tliabilities | $106,697 | $92,423 |  |
| Noncurrent\tliabilities | $217,792 | $229,037 |  |

(1) Includes	financial	information	for	Entergy	New	Orleans	which	was	accounted	for under	the	equity	method	of	accounting	in	2006.

(2) Includes	 gains recorded	 by	 Entergy-Koch	 on the	 sales	 of its	 energy trading	 and pipeline	businesses.

# Related-party	transactions	and	guarantees

See	Note	18	to	the	financial	statements	for	a	discussion	of	the	Entergy	New	Orleans	bankruptcy	proceedings	and	activity	between	Entergy	and Entergy	New	Orleans.

Entergy	Louisiana	and	Entergy	New	Orleans	entered	into	purchase	power	agreements	with	RS	Cogen	that	expired	in	April	2006,	and	purchased	a total	of	$15.8	million	of	capacity	and	energy	from	RS	Cogen	in	2006.	Entergy	Gulf	States	Louisiana	purchased	approximately	$82.5	million,	$68.4 million,	and	$64.3	million	of	electricity	generated	from	Entergy's	share	of	RS	Cogen	in	2008,	2007,	and	2006,	respectively.	Entergy's	operating transactions	with	its	other	equity	method	investees	were	not	significant	in	2008,	2007,	or	2006.

# NOTE	15.	ACQUISITIONS	AND	DISPOSITIONS	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	and	Entergy Mississippi)

# Calcasieu

In	March	2008,	Entergy	Gulf	States	Louisiana	purchased	the	Calcasieu	Generating	Facility,	a	322	MW	simple-cycle	gas-fired	power	plant	located near	the	city	of	Sulphur	in	southwestern	Louisiana,	for	approximately	$56	million	from	a	subsidiary	of	Dynegy,	Inc.	Entergy	Gulf	States	Louisiana received	the	plant,	materials	and	supplies,	SO 	emission	allowances,	and	related	real	estate	in	the	transaction.	The	FERC	and	the	LPSC	approved 2 the	acquisition.

# Ouachita

In	September	2008,	Entergy	Arkansas	purchased	the	Ouachita	Plant,	a	789	MW	three-train	gas-fired	combined	cycle	generating	turbine	(CCGT) electric	power	plant	located	20	miles	south	of	the	Arkansas	state	line	near	Sterlington,	Louisiana,	for	approximately	$210	million	from	a	subsidiary of	Cogentrix	Energy,	Inc.	Entergy	Arkansas	received	the	plant,	materials	and	supplies,	and	related	real	estate	in	the	transaction.	The	FERC	and	the APSC	approved	the	acquisition.	The	APSC	also	approved	the	recovery	of	the	acquisition	and	ownership	costs	through	a	rate	rider	and	the	planned sale	of	one-third	of	the	capacity	and	energy	to	Entergy	Gulf	States	Louisiana.	The	LPSC	also	approved	the	purchase	of	one-third	of	the	capacity and	energy	by	Entergy	Gulf	States	Louisiana,	subject	to	certain	conditions,	including	a	study	to	determine	the	costs	and	benefits	of	Entergy	Gulf States	 Louisiana	 exercising	 an	 option	 to	 purchase	 one-third	 of	 the	 plant	 (Unit	 3)	 from	 Entergy	Arkansas.	Entergy	 Gulf	 States	 Louisiana	 is

scheduled	to	report	the	results	of	that	study	by	March	30,	2009.

# Palisades

In	April	2007,	Entergy's	Non-Utility	Nuclear	business	purchased	the	798	MW	Palisades	nuclear	energy	plant	located	near	South	Haven,	Michigan from	Consumers	Energy	Company	for	a	net	cash	payment	of	$336	million.	Entergy	received	the	plant,	nuclear	fuel,	inventories,	and	other	assets. The	liability	to	decommission	the	plant,	as	well	as	related	decommissioning	trust	funds,	was	also	transferred	to	Entergy's	Non-Utility	Nuclear business.	Entergy's	Non-Utility	Nuclear	business	executed	a	unit-contingent,	15-year	purchased	power	agreement	(PPA)	with	Consumers	Energy for	100%	of	the	plant's	output,	excluding	any	future	uprates.	Prices	under	the	PPA	range	from	$43.50/MWh	in	2007	to	$61.50/MWh	in	2022,	and the	average	price	under	the	PPA	is	$51/MWh.	In	the	first	quarter	2007,	the	NRC	renewed	Palisades'	operating	license	until	2031.	As	part	of	the transaction,	Entergy's	Non-Utility	Nuclear	business	assumed	responsibility	for	spent	fuel	at	the	decommissioned	Big	Rock	Point	nuclear	plant, which	is	located	near	Charlevoix,	Michigan.		Palisades'	financial	results	since	April	2007	are	included	in	Entergy's	Non-Utility	Nuclear	business segment.		The	following	table	summarizes	the	assets	acquired	and	liabilities	assumed	at	the	date	of	acquisition.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| Plant\t(including\tnuclear\tfuel) | $727 |
| Decommissioning\ttrust\tfunds | 252 |
| Other\tassets | 41 |
| Total\tassets\tacquired | \t1,020 |
| Purchased\tpower\tagreement\t(below\tmarket) | 420 |
| Decommissioning\tliability | 220 |
| Other\tliabilities | 44 |
| Total\tliabilities\tassumed | 684 |
| Net\tassets\tacquired | $336 |

Subsequent	to	the	closing,	Entergy	received	approximately	$6	million	from	Consumers	Energy	Company	as	part	of	the	Post-Closing	Adjustment defined	 in	 the	Asset	Sale	Agreement.	The	Post-Closing	Adjustment	amount	resulted	in	an	approximately	$6	million	reduction	in	plant	and	a corresponding	reduction	in	other	liabilities.

For	the	PPA,	which	was	at	below-market	prices	at	the	time	of	the	acquisition,	Non-Utility	Nuclear	will	amortize	a	liability	to	revenue	over	the	life of	the	agreement.	The	amount	that	will	be	amortized	each	period	is	based	upon	the	difference	between	the	present	value	calculated	at	the	date	of acquisition	of	each	year's	difference	between	revenue	under	the	agreement	and	revenue	based	on	estimated	market	prices.	Amounts	amortized	to revenue	were	$76	million	in	2008	and	$50	million	in	2007.	The	amounts	to	be	amortized	to	revenue	for	the	next	five	years	will	be	$53	million	for 2009,	$46	million	for	2010,	$43	million	for	2011,	$17	million	in	2012	and	$18	million	for	2013.

# Attala

In	January	2006,	Entergy	Mississippi	purchased	the	Attala	power	plant,	a	480	MW	natural	gas-fired,	combined-cycle	generating	facility	in	central Mississippi,	for	$88	million	from	Central	Mississippi	Generating	Company.	Entergy	Mississippi	received	the	plant,	materials	and	supplies,	SO 2 emission	allowances,	and	related	real	estate.	The	MPSC	approved	the	acquisition	and	the	investment	cost	recovery	of	the	plant.

# NYPA	Value	Sharing	Agreements

Non-Utility	Nuclear's	purchase	of	the	FitzPatrick	and	Indian	Point	3	plants	from	NYPA	included	value	sharing	agreements	with	NYPA.	 In	October 2007,	Non-Utility	Nuclear	and	NYPA	amended	and	restated	the	value	sharing	agreements	to	clarify	and	amend	certain	provisions	of	the	original terms.	Under	the	amended	value	sharing	agreements,	Non-Utility	Nuclear	will	make	annual	payments	to	NYPA	based	on	the	generation	output	of the	Indian	Point	3	and	FitzPatrick	plants	from	January	2007	through	December	2014.	Non-Utility	Nuclear	will	pay	NYPA	$6.59	per	MWh	for power	sold	from	Indian	Point	3,	up	to	an	annual	cap	of	$48	million,	and	$3.91	per	MWh	for	power	sold	from	FitzPatrick,	up	to	an	annual	cap	of $24	 million.	The	annual	payment	for	each	year	 is	due	by	January	15	of	 the	following	year.	Non-Utility	Nuclear	will	record	 its	 liability	for payments	to	NYPA	as	power	is	generated	and	sold	by	Indian	Point	3	and	FitzPatrick.	An	amount	equal	to	the	liability	will	be	recorded	to	the	plant asset	account	as	contingent	purchase	price	consideration	for	the	plants.	Non-Utility	Nuclear	recorded	$72	million	as	plant	in	both	2008	and	2007. This	amount	will	be	depreciated	over	the	expected	remaining	useful	life	of	the	plants.

In	August	2008,	Non-Utility	Nuclear	entered	into	a	resolution	of	a	dispute	with	NYPA	over	the	applicability	of	the	value	sharing	agreements	to	its FitzPatrick	and	Indian	Point	3	nuclear	power	plants	after	the	planned	spin-off	of	the	Non-Utility	Nuclear	business.	Under	the	resolution,	Non- Utility	Nuclear	agreed	not	to	treat	the	separation	as	a	"Cessation	Event"	that	would	terminate	its	obligation	to	make	the	payments	under	the	value sharing	agreements.	As	a	result,	after	the	spin-off	transaction,	Enexus	will	continue	to	be	obligated	to	make	payments	to	NYPA	under	the	amended and	restated	value	sharing	agreements.

# Asset	Dispositions

# Entergy-Koch	Businesses

In	the	fourth	quarter	2004,	Entergy-Koch	sold	its	energy	trading	and	pipeline	businesses	to	third	parties.	The	sales	came	after	a	review	of	strategic alternatives	for	enhancing	the	value	of	Entergy-Koch,	LP.	Entergy	received	$862	million	of	cash	distributions	in	2004	from	Entergy-Koch	after	the business	 sales.	Due	to	the	November	2006	expiration	of	contingencies	on	the	sale	of	Entergy-Koch's	trading	business,	and	the	corresponding release	to	Entergy-Koch	of	sales	proceeds	held	in	escrow,	Entergy	recorded	a	gain	related	to	its	Entergy-Koch	investment	of	approximately	$55 million,	net-of-tax,	in	the	fourth	quarter	2006	and	received	additional	cash	distributions	of	approximately	$163	million.	Entergy	expects	future distributions	upon	liquidation	of	the	partnership	will	be	less	than	$35	million.

Other

In	the	second	quarter	2008,	Entergy	sold	its	remaining	interest	in	Warren	Power	and	realized	a	gain	of	$11.2	million	($6.9	million	net-of-tax)	on the	sale.

In	the	second	quarter	2006,	Entergy	sold	its	remaining	interest	in	a	power	development	project	and	realized	a	gain	of	$14.1	million	($8.6	million net-of-tax)	on	the	sale.

In	April	2006,	Entergy	sold	the	retail	electric	portion	of	the	Competitive	Retail	Services	business	operating	in	the	ERCOT	region	of	Texas,	realized an	$11.1	million	gain	(net-of-tax)	on	the	sale,	and	now	reports	this	portion	of	the	business	as	a	discontinued	operation.

# NOTE	 16.	 RISK	 MANAGEMENT	AND	 FAIR	 VALUES	 (Entergy	 Corporation,	 Entergy	Arkansas,	 Entergy	 Gulf	 States	 Louisiana, Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy)

# Market	and	Commodity	Risks

In	the	normal	course	of	business,	Entergy	is	exposed	to	a	number	of	market	and	commodity	risks.	Market	risk	is	the	potential	loss	that	Entergy	may incur	as	a	result	of	changes	in	the	market	or	fair	value	of	a	particular	instrument	or	commodity.	All	financial	and	commodity-related	instruments, including	derivatives,	are	subject	to	market	risk.	Entergy	is	subject	to	a	number	of	commodity	and	market	risks,	including:

Entergy	manages	these	risks	through	both	contractual	arrangements	and	derivatives.	Contractual	risk	management	tools	include	long-term	power purchase	and	sales	agreements	and	fuel	purchase	agreements,	capacity	contracts,	and	tolling	agreements.	Commodity	and	financial	derivative	risk management	tools	can	include	natural	gas	and	electricity	futures,	forwards,	swaps,	and	options;	foreign	currency	forwards;	and	interest	rate	swaps. Entergy	enters	into	derivatives	only	to	manage	natural	risks	inherent	in	its	physical	or	financial	assets	or	liabilities.

Entergy	manages	fuel	price	risk	for	its	Louisiana	jurisdictions	(Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	Entergy	New	Orleans)	and Entergy	Mississippi	primarily	through	the	purchase	of	short-term	swaps.	These	swaps	are	marked-to-market	with	offsetting	regulatory	assets	or liabilities.	The	notional	volumes	of	these	swaps	are	based	on	a	portion	of	projected	annual	purchases	of	gas	for	electric	generation	and	projected winter	purchases	for	gas	distribution	at	Entergy	Gulf	States	Louisiana	and	Entergy	New	Orleans.

Entergy's	exposure	to	market	risk	is	determined	by	a	number	of	factors,	including	the	size,	term,	composition,	and	diversification	of	positions	held, as	well	as	market	volatility	and	liquidity.	For	instruments	such	as	options,	the	time	period	during	which	the	option	may	be	exercised	and	the relationship	between	the	current	market	price	of	the	underlying	instrument	and	the	option's	contractual	strike	or	exercise	price	also	affects	the	level of	market	risk.	A	significant	factor	influencing	the	overall	level	of	market	risk	to	which	Entergy	is	exposed	is	its	use	of	hedging	techniques	to mitigate	such	risk.	Entergy	manages	market	risk	by	actively	monitoring	compliance	with	stated	risk	management	policies	as	well	as	monitoring	the effectiveness	of	its	hedging	policies	and	strategies.	Entergy's	risk	management	policies	limit	the	amount	of	total	net	exposure	and	rolling	net exposure	 during	 the	 stated	 periods.	These	policies,	 including	related	risk	 limits,	are	regularly	assessed	 to	ensure	 their	appropriateness	given Entergy's	objectives.

# Hedging	Derivatives

Entergy	classifies	substantially	all	of	the	following	types	of	derivative	instruments	held	by	its	consolidated	businesses	as	cash	flow	hedges:

Based	on	market	prices	as	of	December	31,	2008,	cash	flow	hedges	with	net	unrealized	gains	of	approximately	$79	million	net-of-tax	at	December 31,	2008	are	expected	 to	be	reclassified	from	accumulated	other	comprehensive	 income	 to	operating	revenues	 in	2009.	 	The	actual	amount reclassified	from	accumulated	other	comprehensive	 income,	however,	could	vary	due	 to	future	changes	 in	market	prices.	Net	 losses	 totaling approximately	$63	million	were	realized	during	2008	on	the	maturity	of	cash	flow	hedges.	Unrealized	gains	or	losses	result	from	hedging	power output	at	the	Non-Utility	Nuclear	power	stations	and	foreign	currency	hedges	related	to	Euro-denominated	nuclear	fuel	acquisitions.	The	related gains	or	losses	from	hedging	power	are	included	in	revenues	when	realized.	The	realized	gains	or	losses	from	foreign	currency	transactions	are included	in	the	cost	of	capitalized	fuel.	The	maximum	length	of	time	over	which	Entergy	is	currently	hedging	the	variability	in	future	cash	flows for	forecasted	transactions	at	December	31,	2008	is	approximately	four	years.	The	ineffective	portion	of	the	change	in	the	value	of	Entergy's	cash flow	hedges	during	2008,	2007,	and	2006	was	insignificant.

Effective	January	1,	2008,	Entergy	and	the	Registrant	Subsidiaries	adopted	Statement	of	Financial	Accounting	Standards	No.	157,	"Fair	Value Measurements"	(SFAS	157),	which	defines	fair	value,	establishes	a	framework	for	measuring	fair	value	in	GAAP,	and	expands	disclosures	about fair	value	measurements.	SFAS	157	generally	does	not	require	any	new	fair	value	measurements.	However,	in	some	cases,	the	application	of	SFAS

157	in	the	future	may	change	Entergy's	and	the	Registrant	Subsidiaries'	practice	for	measuring	and	disclosing	fair	values	under	other	accounting pronouncements	that	require	or	permit	fair	value	measurements.

SFAS	157	defines	fair	value	as	an	exit	price,	or	the	price	that	would	be	received	to	sell	an	asset	or	the	amount	that	would	be	paid	to	transfer	a liability	in	an	orderly	transaction	between	knowledgeable	market	participants	at	date	of	measurement.	Entergy	and	the	Registrant	Subsidiaries	use assumptions	 or	 market	 input	 data	 that	 market	 participants	 would	 use	 in	 pricing	 assets	 or	 liabilities	 at	 fair	 value.	The	 inputs	 can	 be	 readily observable,	corroborated	by	market	data,	or	generally	unobservable.	Entergy	and	the	Registrant	Subsidiaries	endeavor	to	use	the	best	available information	to	determine	fair	value.

SFAS	157	establishes	a	fair	value	hierarchy	that	prioritizes	the	inputs	used	to	measure	fair	value.	The	hierarchy	establishes	the	highest	priority	for unadjusted	market	quotes	in	an	active	market	for	the	identical	asset	or	liability	and	the	lowest	priority	for	unobservable	inputs.	The	three	levels	of fair	value	hierarchy	defined	in	SFAS	157	are	as	follows:

Level	1	-	Level	1	inputs	are	unadjusted	quoted	prices	in	active	markets	for	identical	assets	or	liabilities	that	the	entity	has	the	ability	to	access at	the	measurement	date.	Active	markets	are	those	in	which	transactions	for	the	asset	or	liability	occur	in	sufficient	frequency	and	volume	to provide	pricing	information	on	an	ongoing	basis.	Level	1	primarily	consists	of	individually	owned	common	stocks,	cash	equivalents,	debt instruments,	and	gas	hedge	contracts.

Level	2	-	Level	2	inputs	are	inputs	other	than	quoted	prices	included	in	level	1	that	are,	either	directly	or	indirectly,	observable	for	the	asset or	liability	at	the	measurement	date.	Level	2	inputs	include	the	following:

quoted	prices	for	similar	assets	or	liabilities	in	active	markets;

quoted	prices	for	identical	assets	or	liabilities	in	inactive	markets;

inputs	other	than	quoted	prices	that	are	observable	for	the	asset	or	liability;	or

inputs	that	are	derived	principally	from	or	corroborated	by	observable	market	data	by	correlation	or	other	means.

Level	2	consists	primarily	of	individually	owned	debt	instruments	or	shares	in	common	trusts.

Level	3	-	Level	3	inputs	are	pricing	inputs	that	are	generally	less	observable	or	unobservable	from	objective	sources.	These	inputs	are	used with	internally	developed	methodologies	to	produce	management's	best	estimate	of	fair	value	for	the	asset	or	liability.	Level	3	consists primarily	of	derivative	power	contracts	used	as	cash	flow	hedges	of	power	sales	at	unregulated	power	plants.

The	values	for	the	cash	flow	hedges	that	are	recorded	as	derivative	contract	assets	or	liabilities	are	based	on	both	observable	inputs	including	public market	prices	and	unobservable	inputs	such	as	model-generated	prices	for	longer-term	markets	and	are	classified	as	Level	3	assets	and	liabilities. The	amounts	reflected	as	the	fair	value	of	derivative	assets	or	liabilities	are	based	on	the	estimated	amount	that	the	contracts	are	in-the-money	at the	balance	sheet	date	(treated	as	an	asset)	or	out-of-the-money	at	the	balance	sheet	date	(treated	as	a	liability)	and	would	equal	the	estimated amount	receivable	from	or	payable	to	Entergy	if	the	contracts	were	settled	at	that	date.	These	derivative	contracts	include	cash	flow	hedges	that swap	fixed	for	floating	cash	flows	for	sales	of	the	output	from	Entergy's	Non-Utility	Nuclear	business.	The	fair	values	are	based	on	the	mark-to- market	comparison	between	the	fixed	contract	prices	and	the	floating	prices	determined	each	period	from	a	combination	of	quoted	forward	power market	prices	for	the	period	for	which	such	curves	are	available,	and	model-generated	prices	using	quoted	forward	gas	market	curves	and	estimates regarding	heat	rates	to	convert	gas	to	power	and	the	costs	associated	with	the	transportation	of	the	power	from	the	plants'	bus	bar	to	the	contract's point	of	delivery,	generally	a	power	market	hub,	for	the	period	thereafter.	The	difference	between	the	fixed	price	in	the	swap	contract	and	these market-related	prices	multiplied	by	the	volume	specified	in	the	contract	and	discounted	at	the	counterparties'	credit	adjusted	risk	free	rate	are recorded	as	derivative	contract	assets	or	 liabilities.	All	of	the	$207	million	net	assets	at	December	31,	2008	are	in-the-money	contracts	with counterparties	who	are	currently	all	investment	grade.

The	following	table	sets	forth,	by	level	within	the	fair	value	hierarchy	established	by	SFAS	157,	Entergy's	assets	and	liabilities	that	are	accounted for	at	fair	value	on	a	recurring	basis	as	of	December	31,	2008.	The	assessment	of	the	significance	of	a	particular	input	to	a	fair	value	measurement requires	judgment	and	may	affect	their	placement	within	the	fair	value	hierarchy	levels.

|  | Level	1 | Level	2 | Level	3 | Total |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tMillions) |  |  |
| Assets: |  |  |  |  |
| Temporary\tcash\tinvestments | $1,805 | $- | $- | $1,805 |
| Decommissioning\ttrust\tfunds | 508 | 2,324 | - | 2,832 |
| Power\tcontracts | - | - | 207 | 207 |
| Securitization\trecovery\ttrust\naccount | 12 | - | - | 12 |
| Other\tinvestments | 35 | - | - | 35 |
|  | $2,360 | $2,324 | $207 | $4,891 |
| Liabilities: |  |  |  |  |
| Gas\thedge\tcontracts | $67 | $- | $- | $67 |

The	following	table	sets	forth	a	reconciliation	of	changes	in	the	assets	(liabilities)	for	the	fair	value	of	derivatives	classified	as	level	3	in	the	SFAS 157	fair	value	hierarchy	in	2008	(in	millions).

| Price	changes	(unrealized<br>gains/losses) | 226 |
| :--- | :--- |
| Originated | (70) |
| Settlements | 63 |
| Balance\tas\tof\tDecember\t31,\t2008 | $207 |

The	following	table	sets	forth,	by	level	within	the	fair	value	hierarchy	established	by	SFAS	157,	the	Registrant	Subsidaries'	assets	and	liabilities that	are	accounted	for	at	fair	value	on	a	recurring	basis	as	of	December	31,	2008.	The	assessment	of	the	significance	of	a	particular	input	to	a	fair value	measurement	requires	judgment	and	may	affect	its	placement	within	the	fair	value	hierarchy	levels	(in	millions).

|  | Level	1 | Level	2 | Level	3 | Total |
| :--- | :--- | :--- | :--- | :--- |
| Entergy\tArkansas: |  |  |  |  |
| Assets: |  |  |  |  |
| \t\tTemporary\tcash\tinvestments | $36.3 | $- | $- | $36.3 |
| \t\tDecommissioning\ttrust\tfunds | 16.4 | 374.1 | - | 390.5 |
|  | $52.7 | $374.1 | $- | $426.8 |
| Entergy\tGulf\tStates\tLouisiana: |  |  |  |  |
| Assets: |  |  |  |  |
| \t\tTemporary\tcash\tinvestments | $26.6 | $- | $- | $26.6 |
| \t\tDecommissioning\ttrust\tfunds | 22.3 | 280.9 | - | 303.2 |
|  | $48.9 | $280.9 | $- | $329.8 |
| Liabilities:\n\t\tGas\thedge\tcontracts | $20.2 | $- | $- | $20.2 |
| Entergy\tLouisiana: |  |  |  |  |
| Assets: |  |  |  |  |
| \t\tTemporary\tcash\tinvestments | $138.9 | $- | $- | $138.9 |
| \t\tDecommissioning\ttrust\tfunds | 51.0 | 129.9 | - | 180.9 |
| \tOther\tinvestments | 0.8 | - | - | 0.8 |
|  | $190.7 | $129.9 | $- | $320.6 |
| Liabilities:\n\t\tGas\thedge\tcontracts | $26.7 | $- | $- | $26.7 |
| Entergy\tMississippi: |  |  |  |  |
| Assets: |  |  |  |  |
| \t\tOther\tinvestments | $31.7 | $- | $- | $31.7 |
| Liabilities:\n\t\tGas\thedge\tcontracts | $15.6 | $- | $- | $15.6 |
|  | 176 |  |  |  |
| Entergy\tNew\tOrleans: |  |  |  |  |
| Assets: |  |  |  |  |
| \t\tOther\tinvestments | $2.8 | $- | $- | $2.8 |
| Liabilities:\n\t\tGas\thedge\tcontracts | $4.3 | $- | $- | $4.3 |
| Entergy\tTexas: |  |  |  |  |
| Assets: |  |  |  |  |
| \t\tSecuritization\trecovery\ttrust\taccount | $12.0 | $- | $- | $12.0 |

| Temporary	cash	investments | $102.5 | $- | $- | $102.5 |
| :--- | :--- | :--- | :--- | :--- |
| \t\tDecommissioning\ttrust\tfunds | 69.5 | 199.3 | - | 268.8 |
|  | $172.0 | $199.3 | $- | $371.3 |

# Financial	Instruments

The	estimated	fair	value	of	Entergy's	financial	instruments	(power	contracts)	is	determined	using	forward	mid	curves	provided	by	an	industry recognized	 independent	 market	 surveyor.	 	 These	 independent	 market	 curves	 are	 periodically	 compared	 to	 NYMEX	 Clearport	 prices	 where available	and	have	been	found	to	be	materially	identical.		Additional	adjustments	for	unit	contingent	discounts	and/or	price	differentials	between liquid	market	locations	and	plant	busbars	are	internally	determined	and	applied	depending	on	settlement	terms	of	the	financial	instrument.		In determining	these	adjustments,	Entergy	uses	a	process	that	estimates	the	forward	values	based	on	recent	observed	history.		Due	largely	to	the potential	for	market	or	product	illiquidity,	forward	estimates	are	not	necessarily	indicative	of	the	amounts	that	Entergy	could	realize	in	a	current market	exchange.		In	addition,	gains	or	losses	realized	on	financial	instruments	held	by	regulated	businesses	may	be	reflected	in	future	rates	and therefore	do	not	necessarily	accrue	to	the	benefit	or	detriment	of	stockholders.

Entergy	considers	the	carrying	amounts	of	most	of	its	financial	instruments	classified	as	current	assets	and	liabilities	to	be	a	reasonable	estimate	of their	fair	value	because	of	the	short	maturity	of	these	instruments.		Additional	information	regarding	financial	instruments	and	their	fair	values	is included	in	Notes	5	and	6	to	the	financial	statements.

# NOTE	17.	DECOMMISSIONING	TRUST	FUNDS	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy Louisiana,	and	System	Energy)

Entergy	holds	debt	and	equity	securities,	classified	as	available-for-sale,	in	nuclear	decommissioning	trust	accounts.	The	NRC	requires	Entergy	to maintain	trusts	to	fund	the	costs	of	decommissioning	ANO	1,	ANO	2,	River	Bend,	Waterford	3,	Grand	Gulf,	Pilgrim,	Indian	Point	1	and	2, Vermont	Yankee,	and	Palisades	(NYPA	currently	retains	the	decommissioning	trusts	and	liabilities	for	Indian	Point	3	and	FitzPatrick).	 The	funds are	invested	primarily	in	equity	securities;	fixed-rate,	fixed-income	securities;	and	cash	and	cash	equivalents.	The	securities	held	at	December	31, 2008	and	2007	are	summarized	as	follows:

|  |  | Total | Total |
| :--- | :--- | :--- | :--- |
|  | Fair | Unrealized | Unrealized |
|  | Value | Gains | Losses |
|  |  | (In\tMillions) |  |
| 2008 |  |  |  |
| Equity\tSecurities | $1,436 | $85 | $177 |
| Debt\tSecurities | 1,396 | 77 | 21 |
| \t\tTotal | $2,832 | $162 | $198 |
| 2007 |  |  |  |
| Equity\tSecurities | $1,928 | $466 | $9 |
| Debt\tSecurities | 1,380 | 40 | 3 |
| \t\tTotal | $3,308 | $506 | $12 |

The	debt	securities	have	an	average	coupon	rate	of	approximately	4.95%,	an	average	duration	of	approximately	5.13	years,	and	an	average	maturity of	approximately	8.9	years.	The	equity	securities	are	generally	held	in	funds	that	are	designed	to	approximate	or	somewhat	exceed	the	return	of	the Standard	&	Poor's	500	Index.	A	relatively	small	percentage	of	the	securities	are	held	in	funds	intended	to	replicate	the	return	of	the	Wilshire	4500 Index	or	the	Russell	3000	Index.

The	fair	value	and	gross	unrealized	losses	of	available-for-sale	equity	and	debt	securities,	summarized	by	investment	type	and	length	of	time	that the	securities	have	been	in	a	continuous	loss	position,	are	as	follows	at	December	31,	2008:

|  | Equity	Securities |  | Debt	Securities |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Gross |  | Gross |
|  | Fair | Unrealized | Fair | Unrealized |
|  | Value | Losses | Value | Losses |
|  |  | (In\tMillions) |  |  |
| Less\tthan\t12\tmonths | $968 | $160 | $271 | $18 |
| More\tthan\t12\tmonths | 29 | 17 | 17 | 3 |
| \t\tTotal | $997 | $177 | $288 | $21 |

The	unrealized	losses	in	excess	of	twelve	months	above	relate	to	Entergy's	Utility	operating	companies	and	System	Energy.

The	fair	value	of	debt	securities,	summarized	by	contractual	maturities,	at	December	31,	2008	and	2007	are	as	follows:

|  | 2008 | 2007 |
| :--- | :--- | :--- |
|  | (In\tMillions) |  |
| less\tthan\t1\tyear | $21 | $83 |
| 1\tyear\t-\t5\tyears | 526 | 388 |
| 5\tyears\t-\t10\tyears | 490 | 535 |

| 10	years	-	15	years | 146 | 127 |
| :--- | :--- | :--- |
| 15\tyears\t-\t20\tyears | 52 | 81 |
| 20\tyears+ | 161 | 166 |
| \t\tTotal | $1,396 | $1,380 |

During	the	years	ended	December	31,	2008,	2007,	and	2006,	proceeds	from	the	dispositions	of	securities	amounted	to	$1,652	million,	$1,583 million,	and	$778	million,	respectively.	During	the	years	ended	December	31,	2008,	2007,	and	2006,	gross	gains	of	$26	million,	$5	million,	and	$5 million,	respectively,	and	gross	losses	of	$20	million,	$4	million,	and	$10	million,	respectively,	were	reclassified	out	of	other	comprehensive income	into	earnings.

Entergy	Arkansas	holds	debt	and	equity	securities,	classified	as	available-for-sale,	in	nuclear	decommissioning	trust	accounts.	The	securities	held at	December	31,	2008	and	2007	are	summarized	as	follows:

|  |  | Total | Total |
| :--- | :--- | :--- | :--- |
|  | Fair | Unrealized | Unrealized |
|  | Value | Gains | Losses |
|  |  | (In\tMillions) |  |
| 2008 |  |  |  |
| Equity\tSecurities | $165.6 | $31.7 | $13.7 |
| Debt\tSecurities | 224.9 | 12.8 | 2.4 |
| \t\tTotal | $390.5 | $44.5 | $16.1 |
| 2007 |  |  |  |
| Equity\tSecurities | $249.2 | $112.4 | $0.1 |
| Debt\tSecurities | 217.2 | 5.4 | 0.3 |
| \t\tTotal | $466.4 | $117.8 | $0.4 |

|  | Equity	Securities |  | Debt	Securities |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Gross |  | Gross |
|  | Fair | Unrealized | Fair | Unrealized |
|  | Value | Losses | Value | Losses |
|  |  | (In\tMillions) |  |  |
| Less\tthan\t12\tmonths | $52.2 | $11.7 | $49.4 | $2.2 |
| More\tthan\t12\tmonths | 3.4 | 2.0 | 1.8 | 0.2 |
| \t\tTotal | $55.6 | $13.7 | $51.2 | $2.4 |

| less	than	1	year | $2.0 | $19.1 |
| :--- | :--- | :--- |
| 1\tyear\t-\t5\tyears | 127.0 | 51.5 |
| 5\tyears\t-\t10\tyears | 93.9 | 143.4 |
| 10\tyears\t-\t15\tyears | 2.0 | 3.2 |
| 15\tyears\t-\t20\tyears | - | - |
| 20\tyears+ | - | - |
| \t\tTotal | $224.9 | $217.2 |

Entergy	Gulf	States	Louisiana	holds	debt	and	equity	securities,	classified	as	available-for-sale,	in	nuclear	decommissioning	trust	accounts.	The securities	held	at	December	31,	2008	and	2007	are	summarized	as	follows:

(In	Millions)

| Equity	Securities | $132.3 | $4.6 | $24.5 |
| :--- | :--- | :--- | :--- |
| Debt\tSecurities | 170.9 | 8.7 | 3.3 |
| \t\tTotal | $303.2 | $13.3 | $27.8 |
| 2007 |  |  |  |
| Equity\tSecurities | $194.5 | $55.6 | $0.1 |
| Debt\tSecurities | 171.6 | 7.3 | 0.3 |
| \t\tTotal | $366.1 | $62.9 | $0.4 |

|  | Equity	Securities |  | Debt	Securities |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Gross |  | Gross |
|  | Fair | Unrealized | Fair | Unrealized |
|  | Value | Losses | Value | Losses |
|  |  | (In\tMillions) |  |  |
| Less\tthan\t12\tmonths | $98.0 | $21.4 | $45.0 | $2.5 |
| More\tthan\t12\tmonths | 5.2 | 3.1 | 6.3 | 0.8 |
| \t\tTotal | $103.2 | $24.5 | $51.3 | $3.3 |

|  | 2008 | 2007 |
| :--- | :--- | :--- |
|  | (In\tMillions) |  |
| less\tthan\t1\tyear | $6.5 | $6.3 |
| 1\tyear\t-\t5\tyears | 36.5 | 40.2 |
| 5\tyears\t-\t10\tyears | 75.7 | 68.5 |
| 10\tyears\t-\t15\tyears | 36.0 | 36.8 |
| 15\tyears\t-\t20\tyears | 8.7 | 12.8 |
| 20\tyears+ | 7.5 | 7.0 |
| Total | $170.9 | $171.6 |

Entergy	Louisiana	holds	debt	and	equity	securities,	classified	as	available-for-sale,	in	nuclear	decommissioning	trust	accounts.	The	securities	held at	December	31,	2008	and	2007	are	summarized	as	follows:

|  |  | Total | Total |
| :--- | :--- | :--- | :--- |
|  | Fair | Unrealized | Unrealized |
|  | Value | Gains | Losses |
|  |  | (In\tMillions) |  |
| 2008 |  |  |  |
| Equity\tSecurities | $93.3 | $3.9 | $17.2 |
| Debt\tSecurities | 87.6 | 7.1 | 1.6 |
| \t\tTotal | $180.9 | $11.0 | $18.8 |
| 2007 |  |  |  |
| Equity\tSecurities | $132.3 | $38.7 | $0.1 |
| Debt\tSecurities | 89.7 | 2.7 | 0.3 |
| \t\tTotal | $222.0 | $41.4 | $0.4 |

|  | Equity	Securities |  | Debt	Securities |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Gross |  | Gross |
|  | Fair | Unrealized | Fair | Unrealized |
|  | Value | Losses | Value | Losses |
|  |  | (In\tMillions) |  |  |
| Less\tthan\t12\tmonths | $52.3 | $12.9 | $15.0 | $1.1 |
| More\tthan\t12\tmonths | 7.0 | 4.3 | 2.5 | 0.5 |
| \t\tTotal | $59.3 | $17.2 | $17.5 | $1.6 |

|  | 2008 | 2007 |
| :--- | :--- | :--- |
|  | (In\tMillions) |  |
| less\tthan\t1\tyear | $1.2 | $13.3 |
| 1\tyear\t-\t5\tyears | 33.4 | 13.3 |
| 5\tyears\t-\t10\tyears | 21.4 | 30.8 |
| 10\tyears\t-\t15\tyears | 10.5 | 5.3 |
| 15\tyears\t-\t20\tyears | 6.8 | 13.1 |
| 20\tyears+ | 14.3 | 13.9 |
| \t\tTotal | $87.6 | $89.7 |

System	Energy	holds	debt	and	equity	securities,	classified	as	available-for-sale,	in	nuclear	decommissioning	trust	accounts.	The	securities	held	at December	31,	2008	and	2007	are	summarized	as	follows:

|  |  | Total | Total |
| :--- | :--- | :--- | :--- |
|  | Fair | Unrealized | Unrealized |
|  | Value | Gains | Losses |
|  |  | (In\tMillions) |  |
| 2008 |  |  |  |
| Equity\tSecurities | $127.8 | $2.0 | $36.3 |
| Debt\tSecurities | 141.0 | 6.9 | 3.9 |
| \t\tTotal | $268.8 | $8.9 | $40.2 |
| 2007 |  |  |  |
| Equity\tSecurities | $182.1 | $40.8 | $0.1 |
| Debt\tSecurities | 133.6 | 2.8 | 1.0 |
| \t\tTotal | $315.7 | $43.6 | $1.1 |

|  | Equity	Securities |  | Debt	Securities |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Gross |  | Gross |
|  | Fair | Unrealized | Fair | Unrealized |
|  | Value | Losses | Value | Losses |
|  |  | (In\tMillions) |  |  |
| Less\tthan\t12\tmonths | $91.4 | $28.4 | $24.7 | $2.7 |
| More\tthan\t12\tmonths | 13.2 | 7.9 | 6.2 | 1.2 |
| \t\tTotal | $104.6 | $36.3 | $30.9 | $3.9 |

|  | 2008 | 2007 |
| :--- | :--- | :--- |
|  | (In\tMillions) |  |
| less\tthan\t1\tyear | $2.0 | $8.0 |
| 1\tyear\t-\t5\tyears | 48.0 | 53.4 |
| 5\tyears\t-\t10\tyears | 44.0 | 37.3 |
| 10\tyears\t-\t15\tyears | 10.0 | 5.5 |
| 15\tyears\t-\t20\tyears | 1.2 | 4.7 |
| 20\tyears+ | 35.8 | 24.7 |
| \t\tTotal | $141.0 | $133.6 |

# Other	than	temporary	impairments	and	unrealized	gains	and	losses

Entergy,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	System	Energy	evaluate	these	unrealized	losses	at	the	end	of each	period	to	determine	whether	an	other	than	temporary	impairment	has	occurred.	The	assessment	of	whether	an	investment	has	suffered	an	other than	temporary	impairment	is	based	on	a	number	of	factors	including,	first,	whether	Entergy	has	the	ability	and	intent	to	hold	the	investment	to

recover	its	value,	the	duration	and	severity	of	any	losses,	and,	then,	whether	it	is	expected	that	the	investment	will	recover	its	value	within	a reasonable	 period	 of	 time.	Entergy's	 trusts	 are	 managed	 by	 third	 parties	 who	 operate	 in	 accordance	 with	 agreements	 that	 define	 investment guidelines	and	place	restrictions	on	the	purchases	and	sales	of	investments.	Non-Utility	Nuclear	recorded	charges	of	$50	million	in	2008	to	interest income	resulting	from	the	recognition	of	the	other	than	temporary	impairment	of	certain	securities	held	in	its	decommissioning	trust	funds.	Non- Utility	Nuclear	did	not	record	any	significant	impairments	in	2007	on	these	assets.

Due	to	the	regulatory	treatment	of	decommissioning	collections	and	trust	fund	earnings,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy Louisiana,	and	System	Energy	record	regulatory	assets	or	liabilities	for	unrealized	gains	and	losses	on	trust	investments.	For	 the	unregulated portion	of	River	Bend,	Entergy	Gulf	States	Louisiana	has	recorded	an	offsetting	amount	of	unrealized	gains	or	losses	in	other	deferred	credits	due to	existing	contractual	commitments	with	the	former	owner.

# NOTE	18.	ENTERGY	NEW	ORLEANS	BANKRUPTCY	PROCEEDING	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy)

As	a	result	of	the	effects	of	Hurricane	Katrina	and	the	effect	of	extensive	flooding	that	resulted	from	levee	breaks	in	and	around	the	New	Orleans area,	on	September	23,	2005,	Entergy	New	Orleans	filed	a	voluntary	petition	in	bankruptcy	court	seeking	reorganization	relief	under	Chapter	11	of the	U.S.	Bankruptcy	Code.	On	May	7,	2007,	the	bankruptcy	judge	entered	an	order	confirming	Entergy	New	Orleans'	plan	of	reorganization.	With the	receipt	of	CDBG	funds,	and	the	agreement	on	insurance	recovery	with	one	of	its	excess	insurers,	Entergy	New	Orleans	waived	the	conditions precedent	in	its	plan	of	reorganization,	and	the	plan	became	effective	on	May	8,	2007.	Following	are	significant	terms	in	Entergy	New	Orleans' plan	of	reorganization:

Entergy	New	Orleans	paid	in	full,	in	cash,	the	allowed	third-party	prepetition	accounts	payable	(approximately	$29	million,	including interest).	Entergy	New	Orleans	paid	interest	from	September	23,	2005	at	the	Louisiana	judicial	rate	of	interest	for	2005	(6%)	and	2006	(8%), and	at	the	Louisiana	judicial	rate	of	interest	(9.5%)	plus	1%	for	2007	through	the	date	of	payment.

Entergy	New	Orleans	issued	notes	due	in	three	years	in	satisfaction	of	its	affiliate	prepetition	accounts	payable	(approximately	$74	million, including	interest),	including	its	indebtedness	to	the	Entergy	System	money	pool.	Entergy	New	Orleans	included	in	the	principal	amount	of the	notes	accrued	interest	from	September	23,	2005	at	the	Louisiana	judicial	rate	of	interest	for	2005	(6%)	and	2006	(8%),	and	at	the Louisiana	judicial	rate	of	interest	plus	1%	for	2007	through	the	date	of	issuance	of	the	notes.	Entergy	New	Orleans	will	pay	interest	on	the notes	from	their	date	of	issuance	at	the	Louisiana	judicial	rate	of	interest	plus	1%.	The	Louisiana	judicial	rate	of	interest	is	9.5%	for	2007, 8.5%	for	2008,	and	5.5%	for	2009.

Entergy	New	Orleans	repaid	in	full,	in	cash,	the	outstanding	borrowings	under	the	debtor-in-possession	credit	agreement	between	Entergy New	Orleans	and	Entergy	Corporation	(approximately	$67	million).

Entergy	New	Orleans'	first	mortgage	bonds	remain	outstanding	with	their	stated	maturity	dates	and	interest	terms.	Pursuant	to	an	agreement with	its	first	mortgage	bondholders,	Entergy	New	Orleans	paid	the	first	mortgage	bondholders	an	amount	equal	to	the	one	year	of	interest from	the	bankruptcy	petition	date	that	the	bondholders	had	waived	previously	in	the	bankruptcy	proceeding	(approximately	$12	million).

Entergy	New	Orleans'	preferred	stock	will	remain	outstanding	on	its	stated	dividend	terms,	and	Entergy	New	Orleans	paid	its	unpaid preferred	dividends	in	arrears	(approximately	$1	million).

Litigation	claims	were	generally	unaltered,	and	will	generally	proceed	as	if	Entergy	New	Orleans	had	not	filed	for	bankruptcy	protection, with	exceptions	for	certain	claims.

With	confirmation	of	the	plan	of	reorganization,	Entergy	reconsolidated	Entergy	New	Orleans	in	the	second	quarter	2007,	retroactive	to	January	1, 2007.	Because	Entergy	owns	all	of	the	common	stock	of	Entergy	New	Orleans,	reconsolidation	does	not	affect	the	amount	of	net	income	that Entergy	records	from	Entergy	New	Orleans'	operations	for	any	current	or	prior	periods,	but	does	result	in	Entergy	New	Orleans'	results	being included	 in	 each	 individual	 income	 statement	 line	 item	 in	 2007,	 rather	 than	 just	 its	 net	 income	 being	 presented	 as	 "Equity	 in	 earnings	 of unconsolidated	equity	affiliates,"	as	remains	the	case	for	2006.

Entergy's	income	statement	for	2006	includes	$220	million	in	operating	revenues	and	$46	million	in	purchased	power	expenses	from	transactions between	Entergy	New	Orleans	and	Entergy's	subsidiaries.	Because	Entergy	owns	all	of	the	common	stock	of	Entergy	New	Orleans,	however,	the deconsolidation	of	Entergy	New	Orleans	in	2005	and	2006	did	not	affect	the	amount	of	net	income	Entergy	recorded	resulting	from	Entergy	New Orleans'	operations.

Reorganization	items	reported	as	operating	expenses	in	the	income	statements	primarily	consist	of	professional	fees	associated	with	the	bankruptcy case	and,	pursuant	to	an	agreement	with	the	first	mortgage	bondholders,	the	accrual	in	the	fourth	quarter	2006	for	Entergy	New	Orleans'	plan	of reorganization	provision	that	resulted	in	the	payment	to	the	first	mortgage	bondholders	of	an	amount	($12.2	million)	equal	to	the	one	year	of interest	from	the	bankruptcy	petition	date	that	the	bondholders	had	waived	previously	in	the	bankruptcy	proceeding.

# NOTE	19.	TRANSACTIONS	WITH	AFFILIATES	(Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy)

Each	Registrant	Subsidiary	purchases	electricity	from	or	sells	electricity	to	the	other	Registrant	Subsidiaries,	or	both,	under	rate	schedules	filed	with FERC.	The	Registrant	Subsidiaries	purchase	fuel	from	System	Fuels;	receive	management,	 technical,	advisory,	operating,	and	administrative services	from	Entergy	Services;	and	receive	management,	technical,	and	operating	services	from	Entergy	Operations.	These	transactions	are	on	an "at	cost"	basis.	In	addition,	Entergy	Power	sells	electricity	to	Entergy	Arkansas,	Entergy	Louisiana,	and	Entergy	New	Orleans.	RS	Cogen	sells electricity	to	Entergy	Gulf	States	Louisiana	and	sold	electricity	to	Entergy	Louisiana	and	Entergy	New	Orleans	in	2006.

As	described	in	Note	1	to	the	financial	statements,	all	of	System	Energy's	operating	revenues	consist	of	billings	to	Entergy	Arkansas,	Entergy

# Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans.

Additionally,	as	described	in	Note	4	to	the	financial	statements,	the	Registrant	Subsidiaries	participate	in	Entergy's	money	pool	and	earn	interest income	from	the	money	pool.	Entergy	Arkansas,	Entergy	Mississippi,	and	Entergy	New	Orleans	also	receive	interest	income	from	System	Fuels, Inc.

The	tables	below	contain	the	various	affiliate	transactions	of	the	Utility	operating	companies,	System	Energy,	and	other	Entergy	affiliates.

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tMillions) |  |  |  |
| 2008 | $419.1 | $644.1 | $257.8 | $99.7 | $161.0 | $438.7 | $529.0 |
| 2007 | $302.7 | $234.3 | $317.4 | $145.9 | $102.9 | $398.8 | $553.2 |
| 2006 | $328.1 | $148.4 | $223.8 | $46.4 | $46.0 | $355.0 | $555.5 |

# Intercompany	Operating	Expenses

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tMillions) |  |  |  |
|  | (1) | (2) | (3) |  | (4) |  |  |
| 2008 | $723.4 | $908.8 | $587.5 | $385.1 | $213.1 | $553.7 | $118.5 |
| 2007 | $766.0 | $619.2 | $521.9 | $369.1 | $222.2 | $483.0 | $115.2 |
| 2006 | $485.5 | $499.5 | $509.2 | $387.2 | $255.4 | $417.0 | $110.6 |

(4) Includes	power	purchased	from	Entergy	Power	of	$10.3	million	in	2008	and	$10.7	million	in 2007.	Includes	power	purchased	from	Entergy	Power	and	RS	Cogen	LLC	 in	2006	of	$10.0 million	and	$3.8	million,	respectively.

# Intercompany	Interest	Income

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tMillions) |  |  |  |
| 2008 | $1.4 | $2.0 | $1.9 | $0.9 | $2.0 | $2.6 | $2.1 |
| 2007 | $2.8 | $7.9 | $1.7 | $2.4 | $0.4 | $4.1 | $6.1 |
| 2006 | $2.5 | $2.9 | $1.2 | $3.4 | $0.3 | $1.2 | $8.9 |

NOTE	20.	QUARTERLY	FINANCIAL	DATA	(UNAUDITED)	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana, Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy)

Operating	results	for	the	four	quarters	of	2008	and	2007	for	Entergy	Corporation	and	subsidiaries	were:

|  | Operating | Operating | Net |
| :--- | :--- | :--- | :--- |
|  | Revenues | Income | Income |
|  |  | (In\tThousands) |  |
| 2008: |  |  |  |
| \t\tFirst\tQuarter | $2,864,734 | $606,233 | $308,749 |
| \t\tSecond\tQuarter | $3,264,271 | $568,109 | $270,954 |
| \t\tThird\tQuarter | $3,963,884 | $752,092 | $470,289 |
| \t\tFourth\tQuarter | $3,000,867 | $356,733 | $170,574 |
| 2007: |  |  |  |
| \t\tFirst\tQuarter | $2,694,060 | $438,594 | $212,195 |

| Second	Quarter | $2,769,352 | $478,040 | $267,602 |
| :--- | :--- | :--- | :--- |
| \t\tThird\tQuarter | $3,289,087 | $810,332 | $461,159 |
| \t\tFourth\tQuarter | $2,731,899 | $329,402 | $193,893 |

# Earnings	per	Average	Common	Share

|  | 2008<br>Basic | Diluted | 2007<br>Basic | Diluted |
| :--- | :--- | :--- | :--- | :--- |
| First\tQuarter | $1.60 | $1.56 | $1.06 | $1.03 |
| Second\tQuarter | $1.42 | $1.37 | $1.36 | $1.32 |
| Third\tQuarter | $2.47 | $2.41 | $2.37 | $2.30 |
| Fourth\tQuarter | $.90 | $.89 | $1.00 | $0.96 |

The	business	of	the	Utility	operating	companies	is	subject	to	seasonal	fluctuations	with	the	peak	periods	occurring	during	the	third	quarter. Operating	results	for	the	Registrant	Subsidiaries	for	the	four	quarters	of	2008	and	2007	were:

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| 2008: |  |  |  |  |  |  |  |
| \t\tFirst\tQuarter | $499,374 | $558,564 | $564,744 | $294,850 | $191,355 | $397,042 | $114,372 |
| \t\tSecond\tQuarter | $580,462 | $702,536 | $753,778 | $351,982 | $227,508 | $565,349 | $128,366 |
| \t\tThird\tQuarter | $711,835 | $856,882 | $1,021,588 | $491,113 | $215,603 | $621,321 | $142,045 |
| \t\tFourth\tQuarter | $536,678 | $615,383 | $711,184 | $324,237 | $179,917 | $428,546 | $144,215 |
| 2007: |  |  |  |  |  |  |  |
| \t\tFirst\tQuarter | $502,738 | $833,182 | $617,479 | $270,525 | $168,642 | $419,388 | $126,157 |
| \t\tSecond\tQuarter | $434,027 | $881,658 | $656,299 | $345,916 | $163,488 | $450,905 | $129,471 |
| \t\tThird\tQuarter | $624,664 | $958,040 | $801,890 | $447,244 | $190,863 | $446,130 | $144,383 |
| \t\tFourth\tQuarter | $471,536 | $861,732 | $661,884 | $309,117 | $153,934 | $466,500 | $153,182 |

|  |  | Entergy |  |  | Entergy |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | New\nOrleans | Entergy\nTexas | System\nEnergy |
|  |  |  |  | (In\tThousands) |  |  |  |
| 2008: |  |  |  |  |  |  |  |
| \t\tFirst\tQuarter | $52,661 | $58,867 | $47,219 | $19,169 | $19,368 | $27,134 | $45,342 |
| \t\tSecond\tQuarter | $65,801 | $50,740 | $73,127 | $40,107 | $20,905 | $42,238 | $44,562 |
| \t\tThird\tQuarter | $108,293 | $97,111 | $97,600 | $55,127 | $21,985 | $48,763 | $50,936 |
| \t\tFourth\tQuarter | ($21,261) | $37,000 | $32,152 | $20,787 | $7,501 | $17,784 | $48,393 |
| 2007: |  |  |  |  |  |  |  |
| \t\tFirst\tQuarter | $62,406 | $62,372 | $51,453 | $13,522 | $7,574 | $3,314 | $50,329 |
| \t\tSecond\tQuarter | $63,979 | $72,771 | $68,544 | $36,630 | $22,836 | $13,147 | $54,804 |
| \t\tThird\tQuarter | $148,696 | $174,363 | $140,761 | $67,935 | $17,530 | $76,268 | $53,065 |
| \t\tFourth\tQuarter | $9,334 | $74,040 | $27,748 | $23,858 | ($1,919) | $51,473 | $51,328 |

|  | Entergy<br>Arkansas | Gulf	States<br>Louisiana | Entergy<br>Louisiana | Entergy<br>Mississippi | Entergy<br>New	Orleans | Entergy<br>Texas | System<br>Energy |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\tThousands) |  |  |  |
| 2008: |  |  |  |  |  |  |  |
| \t\tFirst\tQuarter | $22,718 | $30,826 | $19,596 | $5,679 | $7,947 | $7,712 | $21,601 |
| \t\tSecond\tQuarter | $27,521 | $23,187 | $36,544 | $20,130 | $11,631 | $21,416 | $22,091 |
| \t\tThird\tQuarter | $50,273 | $59,935 | $64,225 | $27,924 | $12,104 | $22,916 | $22,384 |
| \t\tFourth\tQuarter | ($53,360) | $30,819 | $37,178 | $5,977 | $3,265 | $5,851 | $24,991 |
| 2007: |  |  |  |  |  |  |  |
| \t\tFirst\tQuarter | $28,882 | $27,597 | $23,768 | $5,409 | $3,150 | ($3,396) | $27,297 |
| \t\tSecond\tQuarter | $30,592 | $31,960 | $30,798 | $19,331 | $12,018 | ($162) | $26,964 |
| \t\tThird\tQuarter | $83,701 | $99,382 | $77,311 | $36,125 | $9,679 | $40,255 | $27,432 |
| \t\tFourth\tQuarter | ($4,064) | $33,840 | $11,460 | $11,241 | ($265) | $22,224 | $54,388 |

# ENTERGY'S	BUSINESS	(continued	from	page	3)

The	Utility	business	segment	 includes	six	wholly-owned	retail	electric	utility	subsidiaries:	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana, Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	and	Entergy	Texas.	These	companies	generate,	transmit,	distribute	and	sell	electric power	to	retail	and	wholesale	customers	in	Arkansas,	Louisiana,	Mississippi,	and	Texas.	Entergy	Gulf	States	Louisiana	and	Entergy	New	Orleans also	provide	natural	gas	utility	services	to	customers	in	and	around	Baton	Rouge,	Louisiana,	and	New	Orleans,	Louisiana,	respectively.	Also included	in	the	Utility	is	System	Energy,	a	wholly-owned	subsidiary	of	Entergy	Corporation	that	owns	or	leases	90	percent	of	Grand	Gulf.	System Energy	sells	its	power	and	capacity	from	Grand	Gulf	at	wholesale	to	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New Orleans.

The	six	retail	utility	subsidiaries	are	each	regulated	by	state	utility	commissions,	or,	in	the	case	of	Entergy	New	Orleans,	the	City	Council.	System Energy	is	regulated	by	FERC	as	all	of	its	transactions	are	at	the	wholesale	level.	The	Utility	continues	to	operate	as	a	rate-regulated	business	as efforts	toward	deregulation	have	been	delayed,	abandoned,	or	not	initiated	in	its	service	territories.	The	overall	generation	portfolio	of	the	Utility, which	relies	heavily	on	natural	gas	and	nuclear	generation,	is	consistent	with	Entergy's	strong	support	for	the	environment.

The	Utility	is	focused	on	providing	highly	reliable	and	cost-effective	electricity	and	gas	service	while	working	in	an	environment	that	provides	the highest	level	of	safety	for	its	employees.	Since	1998,	the	Utility	has	significantly	improved	key	customer	service,	reliability,	and	safety	metrics	and continues	to	actively	pursue	additional	improvements.

# Customers

As	of	December	31,	2008,	the	Utility	operating	companies	provided	retail	electric	and	gas	service	to	customers	in	Arkansas,	Louisiana,	Mississippi, and	Texas,	as	follows:

|  |  | Electric	Customers |  | Gas	Customers |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Area\tServed | (In\tThousands) | (%) | (In\nThousands) | (%) |
| Entergy\tArkansas | Portions\tof\tArkansas | 688 | 26% |  |  |
| Entergy\tGulf\tStates\tLouisianaPortions\tof\tLouisiana | Entergy\tGulf\tStates\tLouisianaPortions\tof\tLouisiana | 375 | 14% | 92 | 50% |
| Entergy\tLouisiana | Portions\tof\tLouisiana | 658 | 24% |  |  |
| Entergy\tMississippi | Portions\tof\tMississippi | 432 | 16% |  |  |
| Entergy\tNew\tOrleans | City\tof\tNew\tOrleans* | 141 | 5% | 93 | 50% |
| Entergy\tTexas | Portions\tof\tTexas | 395 | 15% |  |  |
| Total\tcustomers |  | 2,689 | 100% | 185 | 100% |

* Excludes	the	Algiers	area	of	the	city,	where	Entergy	Louisiana	provides	electric	service.

# Electric	Energy	Sales

The	electric	energy	sales	of	the	Utility	operating	companies	are	subject	to	seasonal	fluctuations,	with	the	peak	sales	period	normally	occurring during	the	third	quarter	of	each	year.	On	July	28,	2008,	Entergy	reached	a	2008	peak	demand	of	21,241	MW,	compared	to	the	2007	peak	of	22,001 MW	recorded	on	August	14	of	that	year.		Selected	electric	energy	sales	data	is	shown	in	the	table	below:

# Selected	2008	Electric	Energy	Sales	Data

|  |  | Entergy |  |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Entergy\nArkansas | Gulf\tStates\nLouisiana | Entergy\nLouisiana | Entergy\nMississippi | Entergy\nNew\tOrleans | Entergy\nTexas | System\nEnergy | Entergy\n(a) |
|  |  |  |  | (In\tGWh) |  |  |  |  |
| Sales\tto\tretail |  |  |  |  |  |  |  |  |
| \tcustomers | 21,038 | 18,492 | 27,892 | 13,171 | 4,483 | 15,533 | - | 100,609 |
| Sales\tfor\tresale: |  |  |  |  |  |  |  |  |
| \t\tAffiliates | 7,890 | 6,490 | 2,028 | 534 | 1,336 | 3,771 | 8,475 | - |
| \t\tOthers | 2,159 | 2,524 | 205 | 401 | 25 | 87 | - | 5,401 |
| Total | 31,087 | 27,506 | 30,125 | 14,106 | 5,844 | 19,391 | 8,475 | 106,010 |
| Average\tuse\tper |  |  |  |  |  |  |  |  |
| \tresidential\tcustomer |  |  |  |  |  |  |  |  |
| \t(kWh) | 13,269 | 15,241 | 14,856 | 14,762 | 11,205 | 15,135 | - | 14,341 |

The	following	table	illustrates	the	Utility	operating	companies'	2008	combined	electric	sales	volume	as	a	percentage	of	total	electric	sales	volume, and	2008	combined	electric	revenues	as	a	percentage	of	total	2008	electric	revenue,	each	by	customer	class.

| Customer	Class | %	of	Sales	Volume | %	of	Revenue |
| :--- | :--- | :--- |
| Residential | 31.2 | 35.8 |
| Commercial | 25.8 | 27.2 |
| Industrial\t(a) | 35.7 | 29.1 |

| Governmental | 2.2 | 2.5 |
| :--- | :--- | :--- |
| Wholesale | 5.1 | 5.4 |

(a) Major	industrial	customers	are	in	the	chemical,	petroleum	refining,	and	paper	industries.

See	"Selected	Financial	Data"	for	each	of	the	Utility	operating	companies	for	the	detail	of	their	sales	by	customer	class	for	2004-2008.

# Selected	2008	Natural	Gas	Sales	Data

Entergy	New	Orleans	and	Entergy	Gulf	States	Louisiana	provide	both	electric	power	and	natural	gas	to	retail	customers.	Entergy	New	Orleans	and Entergy	Gulf	States	Louisiana	sold	9,374,188	and	6,786,843	Mcf,	respectively,	of	natural	gas	to	retail	customers	in	2008.	In	2008,	96%	of	Entergy Gulf	States	Louisiana's	operating	revenue	was	derived	from	the	electric	utility	business,	and	only	4%	from	the	natural	gas	distribution	business.	For Entergy	New	Orleans,	83%	of	operating	revenue	was	derived	from	the	electric	utility	business	and	17%	from	the	natural	gas	distribution	business in	2008.	Following	is	data	concerning	Entergy	New	Orleans'	2008	retail	operating	revenue	sources.

| Customer	Class | Electric	Operating<br>Revenue | Natural	Gas<br>Revenue |
| :--- | :--- | :--- |
| Residential | 35% | 43% |
| Commercial | 39% | 26% |
| Industrial | 10% | 13% |
| Governmental/Municipal | 16% | 18% |

# Retail	Rate	Regulation

General	(Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	and	Entergy	Texas)

The	retail	regulatory	philosophy	has	shifted	in	some	jurisdictions	from	traditional,	cost-of-service	regulation	to	include	performance-based	rate elements.	Performance-based	rate	plans	are	designed	to	encourage	efficiencies	and	productivity	while	permitting	utilities	and	their	customers	to share	in	the	benefits.	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	Entergy	Mississippi	have	operated	in	recent	years	under	performance- based	formula	rate	plans.

Following	is	a	summary	of	the	status	of	the	potential	transition	to	retail	open	access	in	Entergy's	retail	service	territories.

Each	Utility	operating	company	participates	 in	retail	rate	proceedings	on	a	consistent	basis.	The	status	of	material	retail	rate	proceedings is described	in	Note	2	to	the	financial	statements.	The	Utility	operating	companies'	retail	rate	mechanisms	are	discussed	below.

# Proposed	Annual	Earnings	Review	Process

In	the	APSC's	June	2007	order	on	Entergy	Arkansas'	August	2006	rate	filing,	the	APSC	directed	the	parties	to	develop	an	annual	earnings	review process.	After	testimony,	including	differing	proposals	for	a	process,	and	a	hearing	in	December	2007,	the	APSC	issued	an	order.	 The	APSC rejected	the	parties'	proposals,	and	stated	that	it	would	not	go	forward	with	implementing	an	annual	earnings	review	process	effective	January	1, 2008.	At	this	time,	base	rate	changes	for	Entergy	Arkansas	will	continue	to	be	implemented	through	base	rate	cases.

Entergy	Arkansas'	rate	schedules	include	an	energy	cost	recovery	rider	to	recover	fuel	and	purchased	energy	costs	in	monthly	bills.	The	rider utilizes	prior	calendar	year	energy	costs	and	projected	energy	sales	for	the	twelve-month	period	commencing	on	April	1	of	each	year	to	develop	an energy	cost	rate,	which	is	redetermined	annually	and	includes	a	true-up	adjustment	reflecting	the	over-recovery	or	under-recovery,	including carrying	charges,	of	the	energy	cost	for	the	prior	calendar	year.	The	energy	cost	recovery	rider	tariff	also	allows	an	interim	rate	request	depending upon	the	level	of	over-	or	under-recovery	of	fuel	and	purchased	energy	costs.	In	December	2007,	the	APSC	issued	an	order	stating	that	Entergy Arkansas'	energy	cost	recovery	rider	will	remain	in	effect,	and	any	future	termination	of	the	rider	will	be	subject	to	eighteen	months	advance	notice by	the	APSC,	which	would	occur	following	notice	and	hearing.	See	Note	2	to	the	financial	statements	for	a	discussion	of	Entergy	Arkansas'	energy cost	recovery	rider	proceedings	before	the	APSC.

# Storm	Cost	Recovery

See	Note	2	to	the	financial	statements	for	a	discussion	of	proceedings	regarding	recovery	of	Entergy	Arkansas'	storm	restoration	costs.

# Formula	Rate	Plan

In	March	2005,	the	LPSC	approved	a	settlement	that	includes	the	establishment	of	a	three-year	formula	rate	plan	(the	first	filing	was	made	in	2005) for	Entergy	Gulf	States	Louisiana	that,	among	other	provisions,	establishes	an	ROE	mid-point	of	10.65%	for	the	initial	three-year	term	of	the	plan and	permits	Entergy	Gulf	States	Louisiana	to	recover	incremental	capacity	costs	outside	of	a	traditional	base	rate	proceeding.	Under	the	formula rate	plan,	over-	and	under-earnings	outside	an	allowed	range	of	9.9%	to	11.4%	will	be	allocated	60%	to	customers	and	40%	to	Entergy	Gulf	States Louisiana.	In	addition,	there	is	the	potential	to	extend	the	formula	rate	plan	beyond	the	initial	three-year	effective	period	by	mutual	agreement	of the	LPSC	and	Entergy	Gulf	States	Louisiana.	For	2008	there	was	a	one-year	extension	of	the	formula	rate	plan	to	synchronize	with	the	final	year	of Entergy	Louisiana's	formula	rate	plan.	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana	are	currently	engaged	in	discussions	with	the	LPSC staff	regarding	a	possible	renewal	of	their	formula	rate	plans.	Entergy	Gulf	States	Louisiana's	formula	rate	plan	filings	are	discussed	in	Note	2	to the	financial	statements.

# Retail	Gas	Base	Rates

Entergy	Gulf	States	Louisiana's	retail	gas	rates	include	a	rate	stabilization	plan	with	an	ROE	mid-point	of	10.5%.	Entergy	Gulf	States	Louisiana's gas	rate	stabilization	plan	filings	are	discussed	in	Note	2	to	the	financial	statements.

# Fuel	Recovery

Entergy	Gulf	States	Louisiana's	electric	rates	include	a	fuel	adjustment	clause	designed	to	recover	the	cost	of	fuel	and	purchased	power	costs.	The fuel	adjustment	clause	contains	a	surcharge	or	credit	for	deferred	fuel	expense	and	related	carrying	charges	arising	from	the	monthly	reconciliation of	actual	fuel	costs	incurred	with	fuel	cost	revenues	billed	to	customers,	including	carrying	charges.

To	help	stabilize	electricity	costs,	Entergy	Gulf	States	Louisiana	received	approval	from	the	LPSC	to	hedge	its	exposure	to	natural	gas	price volatility	through	the	use	of	financial	instruments.	Entergy	Gulf	States	Louisiana	hedges	approximately	one-third	of	the	projected	exposure	to natural	gas	price	changes	for	the	gas	used	to	serve	its	native	electric	load	for	all	months	of	the	year.	The	hedge	quantity	is	reviewed	on	an	annual basis.

Entergy	Gulf	States	Louisiana's	gas	rates	include	a	purchased	gas	adjustment	clause	based	on	estimated	gas	costs	for	the	billing	month	adjusted	by a	surcharge	or	credit	that	arises	from	an	annual	reconciliation	of	fuel	costs	incurred	with	fuel	cost	revenues	billed	to	customers,	including	carrying charges.

To	help	stabilize	retail	gas	costs,	Entergy	Gulf	States	Louisiana	received	approval	from	the	LPSC	to	hedge	its	exposure	to	natural	gas	price volatility	for	its	gas	purchased	for	resale	through	the	use	of	financial	instruments.	Entergy	Gulf	States	Louisiana	hedges	approximately	one-half	of the	projected	natural	gas	volumes	used	to	serve	its	natural	gas	customers	for	November	through	March.	The	hedge	quantity	is	reviewed	on	an annual	basis.

See	Note	2	to	the	financial	statements	for	a	discussion	of	Entergy	Gulf	States	Louisiana's	filings	to	recover	storm-related	costs.

In	May	2005,	the	LPSC	approved	a	rate	settlement	that	includes	the	adoption	of	a	three-year	formula	rate	plan,	the	terms	of	which	include	an	ROE

mid-point	of	10.25%	for	the	initial	three-year	term	of	the	plan	and	permit	Entergy	Louisiana	to	recover	incremental	capacity	costs	outside	of	a traditional	base	rate	proceeding.	Under	the	formula	rate	plan,	over-	and	under-earnings	outside	an	allowed	regulatory	range	of	9.45%	to	11.05% will	be	allocated	60%	to	customers	and	40%	to	Entergy	Louisiana.	The	initial	formula	rate	plan	filing	was	made	in	May	2006	based	on	a	2005	test year	with	rates	effective	September	2006.	In	addition,	there	is	the	potential	to	extend	the	formula	rate	plan	beyond	the	initial	three-year	effective period	by	mutual	agreement	of	the	LPSC	and	Entergy	Louisiana.	Entergy	Louisiana's	formula	rate	plan	filings	are	discussed	in	Note	2	to	the financial	statements.

Entergy	Louisiana's	rate	schedules	include	a	fuel	adjustment	clause	designed	to	recover	the	cost	of	fuel	and	purchased	power	costs.	The	fuel adjustment	clause	contains	a	surcharge	or	credit	for	deferred	fuel	expense	and	related	carrying	charges	arising	from	the	monthly	reconciliation	of actual	fuel	costs	incurred	with	fuel	cost	revenues	billed	to	customers,	including	carrying	charges.

In	the	Delaney	vs.	Entergy	Louisiana	proceeding,	the	LPSC	ordered	Entergy	Louisiana,	beginning	with	the	May	2000	fuel	adjustment	clause	filing, to	re-price	costs	flowed	through	its	fuel	adjustment	clause	related	to	the	Evangeline	gas	contract	so	that	the	price	included	for	fuel	adjustment clause	recovery	shall	thereafter	be	at	the	rate	of	the	Henry	Hub	first	of	the	month	cash	market	price	(as	reported	by	the	publication	Inside	FERC) plus	$0.24	per	mmBtu	for	the	month	for	which	fuel	adjustment	clause	is	calculated,	irrespective	of	the	actual	cost	for	the	Evangeline	contract quantity	reflected	in	that	month's	fuel	adjustment	clause.

To	help	stabilize	electricity	costs,	Entergy	Louisiana	received	approval	from	the	LPSC	in	2001	to	hedge	its	exposure	to	natural	gas	price	volatility through	the	use	of	financial	instruments.	Entergy	Louisiana	hedges	approximately	one-third	of	the	projected	exposure	to	natural	gas	price	changes for	the	gas	used	to	serve	its	native	electric	load	for	all	months	of	the	year.	The	hedge	quantity	is	reviewed	on	an	annual	basis.

In	September	2002,	Entergy	Louisiana	settled	a	proceeding	that	concerned	a	contract	entered	into	by	Entergy	Louisiana	to	purchase,	through	2031, energy	generated	by	a	hydroelectric	facility	known	as	the	Vidalia	project.	In	the	settlement,	the	LPSC	approved	Entergy	Louisiana's	proposed treatment	of	the	regulatory	effect	of	the	benefit	from	a	tax	accounting	election	related	to	that	project.	In	general,	the	settlement	permits	Entergy Louisiana	to	keep	a	portion	of	the	tax	benefit	in	exchange	for	bearing	the	risk	associated	with	sustaining	the	tax	treatment.	The	LPSC	settlement divided	the	term	of	the	Vidalia	contract	into	two	segments:	2002-2012	and	2013-2031.	During	the	first	eight	years	of	the	2002-2012	segment, Entergy	Louisiana	agreed	to	credit	rates	by	flowing	through	its	fuel	adjustment	calculation	$11	million	each	year,	beginning	monthly	in	October 2002.	Entergy	Louisiana	must	credit	rates	in	this	way	and	by	this	amount	even	if	Entergy	Louisiana	is	unable	to	sustain	the	tax	deduction.	Entergy Louisiana	 also	 must	 credit	 rates	 by	 $11	 million	 each	 year	 for	 an	 additional	 two	 years	 unless	 either	 the	 tax	 accounting	 method	 elected	 is retroactively	repealed	or	 the	IRS	denies	 the	entire	deduction	related	 to	 the	 tax	accounting	method.	In	addition,	in	accordance	with	an	LPSC settlement,	Entergy	Louisiana	credited	rates	in	August	2007	by	$11.8	million	(including	interest)	as	a	result	of	a	settlement	with	the	IRS	of	the 2001	tax	treatment	of	the	Vidalia	contract.	Entergy	Louisiana	agreed	to	credit	ratepayers	additional	amounts	unless	the	tax	accounting	election	was not	sustained.	During	the	years	2013-2031,	Entergy	Louisiana	and	its	ratepayers	would	share	the	remaining	benefits	of	this	tax	accounting	election. Note	8	to	the	financial	statements	contains	further	discussion	of	the	obligations	related	to	the	Vidalia	project.

See	Note	2	to	the	financial	statements	for	a	discussion	of	Entergy	Louisiana's	filings	to	recover	storm-related	costs.

# Performance-Based	Formula	Rate	Plan

Entergy	Mississippi	is	operating	under	a	December	2002	MPSC	order	whereby	Entergy	Mississippi	files	a	performance-based	formula	rate	plan annually	on	or	before	March	15.	The	formula	rate	plan	compares	the	prior	year's	annual	earned	rate	of	return	to,	and	adjusts	it	against,	a	benchmark rate	of	return.	The	benchmark	rate	of	return	is	calculated	under	a	separate	formula	within	the	formula	rate	plan.	The	formula	rate	plan	allows	for periodic	small	prospective	adjustments	in	rates,	up	to	an	amount	that	would	produce	a	change	in	Entergy	Mississippi's	overall	revenue	of	almost 2%,	based	on	a	comparison	of	actual	earned	returns	to	benchmark	returns	and	upon	certain	performance	factors.	Entergy	Mississippi's	formula	rate plan	filings	are	discussed	in	Note	2	to	the	financial	statements.

Entergy	Mississippi's	rate	schedules	include	energy	cost	recovery	riders	to	recover	fuel	and	purchased	energy	costs.	The	rider	utilizes	projected energy	costs	filed	quarterly	by	Entergy	Mississippi	to	develop	an	energy	cost	rate.	The	energy	cost	rate	is	redetermined	each	calendar	quarter	and includes	 a	 true-up	 adjustment	 reflecting	 the	 over-recovery	 or	 under-recovery	 of	 the	 energy	 cost	 as	 of	 the	 second	 quarter	 preceding	 the redetermination.

To	help	stabilize	electricity	costs,	Entergy	Mississippi	received	approval	from	the	MPSC	to	hedge	its	exposure	to	natural	gas	price	volatility through	the	use	of	financial	instruments.	Entergy	Mississippi	hedges	approximately	one-half	of	the	projected	exposure	to	natural	gas	price	changes for	the	gas	used	to	serve	its	native	electric	load	for	all	months	of	the	year.	The	hedge	quantity	is	reviewed	on	an	annual	basis.

# Power	Management	Rider

The	MPSC	approved	the	purchase	of	the	Attala	power	plant	in	November	2005.	In	December	2005,	the	MPSC	issued	an	order	approving	the investment	cost	recovery	through	its	power	management	rider	and	limited	the	recovery	to	a	period	that	begins	with	the	closing	date	of	the	purchase and	ends	the	earlier	of	the	date	costs	are	incorporated	into	base	rates	or	December	31,	2006.	As	a	consequence	of	the	events	surrounding	Entergy Mississippi's	ongoing	efforts	to	recover	storm	restoration	costs	associated	with	Hurricane	Katrina,	in	October	2006,	the	MPSC	approved	a	revision to	Entergy	Mississippi's	power	management	rider.	The	revision	has	the	effect	of	allowing	Entergy	Mississippi	to	recover	the	annual	ownership costs	of	the	Attala	plant	until	such	time	as	there	has	been	a	resolution	of	Entergy	Mississippi's	recovery	of	its	storm	restoration	costs	and	a	general rate	case	can	be	filed.

# See	Note	2	to	the	financial	statements	for	a	discussion	of	Entergy	Mississippi's	filings	to	recover	storm-related	costs.

# Formula	Rate	Plans

Entergy	New	Orleans'	2005	formula	rate	plan	included	a	target	equity	ratio	of	45%	as	well	as	a	mid-point	return	on	equity	of	10.75%.	The	ROE bandwidth	was	100	basis	points	from	the	mid-point	for	electric	operations	(allowed	earnings	range	of	9.75%	to	11.75%).	For	gas	operations,	the ROE	bandwidth	was	50	basis	points	from	the	mid-point	(allowed	earnings	range	of	10.25%	to	11.25%).

Entergy	New	Orleans	made	its	2006	formula	rate	plan	filings	with	the	City	Council	in	June	2006.	The	City	Council	has	approved	a	settlement agreement	that	allows	for	phased-in	rate	increases	for	electric	and	gas	through	2008.	The	settlement	required	that	Entergy	New	Orleans	file	a	base rate	case	by	July	31,	2008,	which	it	did,	and	include	storm	costs	in	excess	of	federal	funding	and	insurance	proceeds.	The	settlement	agreement discontinued	the	formula	rate	plan	and	the	generation	performance-based	plan	but	permits	Entergy	New	Orleans	to	file	an	application	to	seek authority	to	implement	formula	rate	plan	mechanisms	no	sooner	than	six	months	following	the	effective	date	of	the	implementation	of	the	base rates	resulting	from	the	July	31,	2008	base	rate	case.	The	filings	are	discussed	in	more	detail	in	Note	2	to	the	financial	statements.

See	Note	2	to	the	financial	statements	for	a	discussion	of	Entergy	New	Orleans'	efforts	to	recover	storm-related	costs.

Entergy	New	Orleans'	gas	rate	schedules	include	an	adjustment	to	reflect	estimated	gas	costs	for	the	billing	month,	adjusted	by	a	surcharge	or	credit similar	to	that	included	in	the	electric	fuel	adjustment	clause,	including	carrying	charges.	In	October	2005,	the	City	Council	approved	modification of	the	current	gas	cost	collection	mechanism	effective	November	2005	in	order	to	address	concerns	regarding	its	fluctuations,	particularly	during the	winter	heating	season.	The	modifications	are	intended	to	minimize	fluctuations	in	gas	rates	during	the	winter	months.

To	help	stabilize	retail	gas	costs,	Entergy	New	Orleans	received	approval	from	the	City	Council	to	hedge	its	exposure	to	natural	gas	price	volatility for	its	gas	purchased	for	resale	through	the	use	of	financial	instruments.	Entergy	New	Orleans	hedges	approximately	one-half	of	the	projected natural	gas	volumes	used	to	serve	its	natural	gas	customers	for	November	through	March.	The	hedge	quantity	is	reviewed	on	an	annual	basis.

# Retail	Base	Rates

Entergy	Texas'	base	rates	were	set	at	rates	approved	by	the	PUCT	in	June	1999	until	interim	rates	were	approved	in	December	2008.	The	interim rates	are	subject	to	refund	and	surcharge.	In	June	2005,	a	Texas	law	was	enacted	that	provides	that	Entergy	Texas	may	not	file	a	general	base	rate case	in	Texas	before	June	30,	2007,	but	may	seek	before	then	recovery	of	certain	incremental	purchased	capacity	costs	(discussed	below)	and	may recover	reasonable	and	necessary	transition	to	competition	costs.	See	Note	2	to	the	financial	statements	for	discussion	of	proceedings	involving Entergy	Texas'	base	rate	case	filed	in	September	2007	and	transition	to	competition	cost	recovery.

Entergy	Texas'	rate	schedules	include	a	fixed	fuel	factor	to	recover	fuel	and	purchased	power	costs,	including	carrying	charges,	not	recovered	in base	 rates.	The	fixed	fuel	factor	formula	was	revised	and	approved	by	a	PUCT	order	in	August	2006.	The	new	formula	was	implemented	in September	2006.	Under	the	new	method,	semi-annual	revisions	of	the	fixed	fuel	factor	will	continue	to	be	made	in	March	and	September	based	on the	expected	change	in	the	market	price	of	natural	gas	over	the	next	12	months.	The	method	also	accounts	for	changes	in	resource	mix	and	retail sales.	Entergy	Texas	will	likely	continue	to	use	this	method	until	retail	open	access	begins	in	Texas.	To	the	extent	actual	costs	vary	from	the	fixed fuel	factor,	refunds	or	surcharges	are	required	or	permitted.	The	amounts	collected	under	the	fixed	fuel	factor	through	the	start	of	retail	open	access are	subject	 to	fuel	reconciliation	proceedings	before	 the	PUCT.	The	PUCT	fuel	cost	reviews	 that	were	resolved	during	 the	past	year	or	are currently	pending	are	discussed	in	Note	2	to	the	financial	statements.

# Incremental	Purchased	Capacity	Rider

Entergy	Texas'	rate	schedules	included	an	incremental	purchased	capacity	recovery	rider	to	recover	certain	purchased	capacity	costs	that	are incremental	to	the	same	costs	included	in	base	rates,	adjusted	for	load	growth.	The	PUCT's	February	2006	order	approving	the	first	incremental purchased	capacity	recovery	rider	allowed	for	recovery	of	such	costs	incurred	on	and	after	September	1,	2005.	Entergy	Texas	was	allowed	to petition	 semi-annually	 (March	 and	 September)	 to	 revise	 the	 rider,	 and	 all	 amounts	 collected	 under	 the	 rider	 are	 subject	 to	 reconciliation proceedings	before	the	PUCT.	The	law	authorizing	the	incremental	purchased	capacity	recovery	rider	limits	annual	cost	recovery	under	the	rider	to an	amount	equivalent	to	five	percent	of	annual	base	rate	revenues.	The	rider	expired	in	January	2009	with	the	implementation	of	stipulated	new base	rates.	See	Note	2	to	the	financial	statements	for	discussion	of	proceedings	involving	Entergy	Texas'	incremental	purchased	capacity	rider.

# Franchises

Entergy	Arkansas	holds	exclusive	franchises	to	provide	electric	service	in	approximately	307	incorporated	cities	and	towns	in	Arkansas.	These franchises	are	unlimited	in	duration	and	continue	unless	the	municipalities	purchase	the	utility	property.	In	Arkansas,	franchises	are	considered	to be	contracts	and,	therefore,	are	terminable	upon	breach	of	the	terms	of	the	franchise.

Entergy	Gulf	States	Louisiana	holds	non-exclusive	franchises,	permits,	or	certificates	of	convenience	and	necessity	to	provide	electric	service	in approximately	56	incorporated	municipalities	and	the	unincorporated	areas	of	approximately	18	parishes,	and	to	provide	gas	service	in	the	City	of Baton	Rouge	and	the	unincorporated	areas	of	two	parishes.	Most	of	Entergy	Gulf	States	Louisiana's	franchises	have	a	term	of	60	years.	Entergy Gulf	States	Louisiana's	current	electric	franchises	expire	during	2015-2046.

Entergy	Louisiana	holds	non-exclusive	franchises	to	provide	electric	service	in	approximately	116	incorporated	Louisiana	municipalities.	Most	of these	franchises	have	25-year	terms.	Entergy	Louisiana	also	supplies	electric	service	in	approximately	353	unincorporated	communities,	all	of which	are	located	in	the	45	Louisiana	parishes	in	which	it	holds	non-exclusive	franchises.	Entergy	Louisiana's	electric	franchises	expire	during 2009-2036.

Entergy	Mississippi	has	received	from	the	MPSC	certificates	of	public	convenience	and	necessity	to	provide	electric	service	to	areas	within	45 counties,	including	a	number	of	municipalities,	in	western	Mississippi.	Under	Mississippi	statutory	law,	such	certificates	are	exclusive.	Entergy Mississippi	may	continue	to	serve	in	such	municipalities	upon	payment	of	a	statutory	franchise	fee,	regardless	of	whether	an	original	municipal franchise	is	still	in	existence.

Entergy	New	Orleans	provides	electric	and	gas	service	in	the	City	of	New	Orleans	pursuant	to	city	ordinances	(except	electric	service	in	Algiers, which	is	provided	by	Entergy	Louisiana).	These	ordinances	contain	a	continuing	option	for	the	City	of	New	Orleans	to	purchase	Entergy	New Orleans'	electric	and	gas	utility	properties.

Entergy	Texas	holds	a	certificate	of	convenience	and	necessity	from	the	PUCT	to	provide	electric	service	to	areas	within	approximately	24	counties in	eastern	Texas,	and	holds	non-exclusive	franchises	to	provide	electric	service	in	approximately	65	incorporated	municipalities.	Entergy	Texas typically	is	granted	50-year	franchises.	Entergy	Texas'	electric	franchises	expire	during	2009-2045.

The	business	of	System	Energy	is	limited	to	wholesale	power	sales.	It	has	no	distribution	franchises.

# Property	and	Other	Generation	Resources

# Generating	Stations

The	total	capability	of	the	generating	stations	owned	and	leased	by	the	Utility	operating	companies	and	System	Energy	as	of	December	31,	2008,	is indicated	below:

# Owned	and	Leased	Capability	MW(1)

| Company | Total | Gas/Oil | Nuclear | Coal | Hydro |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Entergy\tArkansas | 4,999 | 1,883 | 1,839 | 1,207 | 70 |
| Entergy\tGulf\tStates |  |  |  |  |  |
| Louisiana | 3,574 | 2,240 | 971 | 363 | - |
| Entergy\tLouisiana | 5,854 | 4,685 | 1,169 | - | - |
| Entergy\tMississippi | 3,224 | 2,804 | - | 420 | - |
| Entergy\tNew\tOrleans | 745 | 745 | - | - | - |
| Entergy\tTexas | 2,543 | 2,274 | - | 269 | - |
| System\tEnergy | 1,139 | - | 1,139 | - | - |
| Total | 22,078 | 14,631 | 5,118 | 2,259 | 70 |

(1) "Owned	and	Leased	Capability"	is	the	dependable	load	carrying	capability	as	demonstrated	under actual	operating	conditions	based	on	the	primary	fuel	(assuming	no	curtailments)	that	each	station was	designed	to	utilize.

The	Entergy	System's	load	and	capacity	projections	are	reviewed	periodically	to	assess	the	need	and	timing	for	additional	generating	capacity	and interconnections.	These	reviews	consider	existing	and	projected	demand,	the	availability	and	price	of	power,	the	location	of	new	load,	and	the economy.	Summer	peak	load	in	the	Entergy	System	service	territory	has	averaged	21,039	MW	from	2002-2008.	Due	to	changing	use	patterns,	peak load	growth	has	nearly	flattened	while	annual	energy	use	continues	to	grow.	In	the	2002	time	period,	the	Entergy	System's	long-term	capacity resources,	allowing	for	an	adequate	reserve	margin,	were	approximately	3,000	MW	less	than	the	total	capacity	required	for	peak	period	demands. In	this	time	period	Entergy	met	its	capacity	shortages	almost	entirely	through	short-term	power	purchases	in	the	wholesale	spot	market.	In	the	fall of	2002,	the	Entergy	System	began	a	program	to	add	new	resources	to	its	existing	generation	portfolio	and	began	a	process	of	issuing	requests	for proposals	(RFP)	to	procure	supply-side	resources	from	sources	other	than	the	spot	market	to	meet

the	unique	regional	needs	of	the	Utility	operating	companies.	The	Entergy	System	has	adopted	a	long-term	resource	strategy	that	calls	for	the	bulk of	capacity	needs	to	be	met	through	long-term	resources,	whether	owned	or	contracted.	The	System	refers	to	this	strategy	as	"The	Portfolio Transformation	Strategy".	Over	the	past	seven	years,	Portfolio	Transformation	has	resulted	in	about	3,000	MW	of	new	long-term	resources. Adjusting	for	unit	deactivations	of	older	generation,	presently,	the	System's	portfolio	of	long-term	resources	is	about	1,400	MW	short	of	its projected	2009	peak	load	plus	reserve	margin.	About	1,100	MW	of	the	remaining	need	has	been	met	with	limited-term	resource	additions	with plans	to	acquire	the	balance	before	the	2009	summer	season.	The	System	will	continue	to	access	the	spot	power	market	to	economically	purchase energy	in	order	to	minimize	customer	cost.	In	addition,	Entergy	considers	in	its	planning	processes	the	implications	of	the	notices	from	Entergy Arkansas	and	Entergy	Mississippi	regarding	their	future	withdrawal	from	the	System	Agreement.

# RFP	Procurements

The	RFPs	issued	by	the	Entergy	System	since	the	fall	of	2002	have	sought	resources	needed	to	meet	near-term	summer	reliability	requirements	as

well	as	longer-term	resources	through	a	broad	range	of	wholesale	power	products,	including	limited-term	(1	to	3	years)	and	long-term	contractual products	and	asset	acquisitions.	Detailed	evaluation	processes	have	been	developed	to	analyze	submitted	proposals,	and,	with	the	exception	of	the January	2008	RFP	and	the	2008	Western	Region	RFP,	each	RFP	has	been	overseen	by	an	independent	monitor.	 The	following	table	illustrates	the results	of	the	RFP	process	for	resources	acquired	since	the	Fall	2002	RFP.	The	contracts	that	were	awarded	for	the	resources	below	were	with	non- affiliated	suppliers,	with	the	exception	of	contracts	with	EWO	Marketing	for	the	sale	of	185	MW	to	206	MW	from	the	RS	Cogen	plant	and contracts	with	Entergy	Power	for	the	sale	of	approximately	100	MW	from	the	Independence	plant.

| RFP | Short-<br>term	3rd<br>party | Short-<br>term	3rd<br>party | Limited-term<br>affiliate | Limited-<br>term	3rd<br>party | Long-term<br>affiliate | Long-term<br>3rd	party | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fall\t2002 |  | -\t185-206\tMW\t(a) | -\t185-206\tMW\t(a) | 231\tMW | 101-121\tMW\t(b) | 718\tMW\t(d) | 1,235-1,276\tMW |
| January\t2003 |  |  |  |  |  |  |  |
| \tsupplemental | 222\tMW | 222\tMW | - | - | - | - | 222\tMW |
| Spring\t2003 | - | - | - | 381\tMW | (c) | - | 381\tMW |
| Fall\t2003 | - | - | - | 390\tMW | - | - | 390\tMW |
| Fall\t2004 | - | - | - | 1,250\tMW | - | - | 1,250\tMW |
| 2006\tLong- |  |  |  |  |  |  |  |
| \tTerm | - | - | - | - | 538\tMW\t(e) 789\tMW\t(f) | 538\tMW\t(e) 789\tMW\t(f) | 1,327\tMW |
| Fall\t2006 | - | - | - | 780\tMW | - | - | 780\tMW |
| January\t2008 | - | - | - | - | - | - | - |
| \t(g) |  |  |  |  |  |  |  |
| 2008\tWestern | - | - | - | 300\tMW | - | - | 300\tMW |
| \tRegion |  |  |  |  |  |  |  |
| Total | \t222\tMW | \t222\tMW | 185-206\tMW | 3,332\tMW | 639-659\tMW | 1,507\tMW | 5,885-5,926\tMW |

(a) Includes	a	conditional	option	to	increase	the	capacity	up	to	the	upper	bound	of	the	range.

(c) This	table	does	not	reflect	(i)	the	River	Bend	30%	life-of-unit	purchased	power	agreements totaling	 approximately 300	 MW between	 Entergy	 Gulf	 States	 Louisiana	 and	 Entergy Louisiana,	and	between	Entergy	Gulf	States	Louisiana	and	Entergy	New	Orleans	related	to Entergy	Gulf	States	Louisiana's	unregulated	portion	of	the	River	Bend	nuclear	station,	which portion	was	formerly	owned	by	Cajun	Electric	Power	Cooperative,	Inc.	or	(ii)	the	Entergy Arkansas	wholesale	base	load	capacity	life-of-unit	purchased	power	agreements	executed	in 2003	totaling	approximately	220	MW	between	Entergy	Arkansas	and	Entergy	Louisiana	and between	Entergy	Arkansas	and	Entergy	New	Orleans	related	to	the	sale	of	a	portion	of	Entergy Arkansas'	coal	and	nuclear	base	load	resources	(which	were	not	included	in	retail	rates)	to Entergy	Louisiana	and	Entergy	New	Orleans;	or	(iii)	12	month	agreements	originally	executed in	2005	and	which	are	renewed	annually	between	Entergy	Arkansas	and	Entergy	Gulf	States Louisiana	 and	 Entergy	 Texas,	 and	 between	 Entergy	 Arkansas	 and	 Entergy	 Mississippi, relating	to	the	sale	of	a	portion	of	Entergy	Arkansas'	coal	and	nuclear	base	load	resources (which	were	not	included	in	retail	rates)	to	those	companies.	These	resources	were	identified outside	of	the	formal	RFP	process	but	were	submitted	as	formal	proposals	in	response	to	the Spring	2003	RFP,	which	confirmed	the	economic	merits	of	these	resources.

(d) Entergy	Louisiana's	June	2005	purchase	of	the	718	MW,	gas-fired	Perryville	plant,	of	which	a total	of	75%	of	the	output	is	sold	to	Entergy	Gulf	States	Louisiana	and	Entergy	Texas.

(e) Entergy	Louisiana's	Little	Gypsy	Unit	3	repowering	project,	discussed	below.

Ouachita	Generating	Facility,	of	which	one-third	of	the	output	is	sold	to	Entergy	Gulf	States Louisiana.	For	 a	 discussion	 of	 the	 regulatory	 proceedings	 regarding	 this	 acquisition,	 see "Retail	Rate	Proceedings,	Ouachita	Acquisition"	in	Note	2	to	the	financial	statements.

(g) At	the	direction	of	the	LPSC,	but	with	full	reservation	of	all	legal	rights,	Entergy	Services issued	the	January	2008	RFP	for	Supply-Side	Resources	seeking	fixed	price	unit	contingent products.	Although	 the	 LPSC	 request	 was	 directed	 to	 Entergy	 Gulf	 States	 Louisiana	 and Entergy	Louisiana,	Entergy	Services	issued	the	RFP	on	behalf	of	all	of	the	Utility	operating companies.	No	proposals	were	selected	from	this	RFP.

The	repowering	of	Entergy	Louisiana's	Little	Gypsy	Unit	3	was	market-tested	as	a	self-build	project	in	the	2006	Long-Term	RFP.	 The	repowering would	consist	of	installing	two	circulating	fluidized	bed	boilers	that	would	burn	a	blend	of	petroleum	coke	and	coal	and	converting	the	steam	cycle to	subcritical	operation	to	provide	approximately	538	MW	net	electric	output.	This	repowering	would	replace	the	existing	gas-fired	capacity	of Little	Gypsy	Unit	3,	with	a	currently	projected	commercial	operation	date	of	mid-year	2013.	The	project	would	add	needed	baseload	capacity	to Entergy	Gulf	States	Louisiana's	and	Entergy	Louisiana's	generation	portfolios	that	could	potentially	protect	customers	by	providing	fuel	diversity and	mitigating	uncertainties	in	fuel	and	purchased	power	costs.	Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana	have	filed	with	the	LPSC	for approval	of	the	repowering	project,	and	currently	estimate	that	the	project	would	cost	$1.76	billion.	For	additional	discussion	of	the	Little	Gypsy Unit	 3	 repowering	 project,	 including	 the	 proceedings	 before	 the	 LPSC,	 see	 Entergy	 Corporation	 and	 Subsidiary's	 Management's	 Financial Discussion	and	Analysis,	"Liquidity	and	Capital	Resources,	Capital	Expenditure	Plans	and	Other	Uses	of	Capital."

Entergy	 Louisiana	 and	 Entergy	 New	 Orleans	 currently	 purchase	 101	 MW	 of	 capacity	 and	 energy	 from	 Entergy	 Power,	 Inc.	 sourced	 from Independence	Steam	Electric	Station	Unit	2.	The	transaction,	which	originated	from	the	Fall	2002	RFP,	included	an	option	for	Entergy	Louisiana and	Entergy	New	Orleans	to	acquire	an	ownership	interest	in	the	unit	for	a	total	price	of	$80	million,	subject	to	various	adjustments.	On	March	5, 2008,	Entergy	Louisiana	and	Entergy	New	Orleans	provided	notice	of	their	intent	to	exercise	the	option.	The	parties	are	negotiating	the	terms	and conditions	of	the	ownership	acquisition.

In	 July	 2008,	 the	 Utility	 operating	 companies	 issued	 the	 Summer	 2008	 RFP	 for	 Limited-Term	 and	 Long-Term	 Resources.	Subsequently,	 in October	2008,	in	response	to	the	financial	market	conditions,	the	potential	effects	on	the	overall	economy,	and	the	resulting	uncertainty	in	the utility	business	and	the	related	markets,	all	of	which	factors	are	likely	to	affect	System	resource	needs	and	the	evaluation	of	long-term	resource acquisitions,	Entergy	Services	on	behalf	of	the	Utility	operating	companies	suspended	the	long-term	portion	of	the	Summer	2008	RFP.	A	one	year proposal	for	100	MW	was	selected	and	is	currently	under	negotiation	with	a	start	date	of	June	1,	2009.	Awards	for	three	to	five	year	proposals	are expected	to	be	made	in	April	2009,	with	any	selected	proposal(s)	starting	deliveries	on	June	1,	2010.	The	RFP	is	being	conducted	under	the oversight	of	an	independent	monitor.

In	January	2009,	Entergy	Texas	issued	an	RFP	seeking	long-term	combined-cycle	gas	turbine	("CCGT")	resources	for	the	Western	Region	of	the Entergy	System	in	pursuit	of	multiple	supply	procurement.	The	RFP	is	being	conducted	under	the	oversight	of	an	independent	monitor.	Proposals may	include	developmental	projects	or	existing	CCGT	units,	with	deliveries	beginning	no	later	than	June	2014.	A	Utility	self-build	option	is	being considered	in	this	RFP.	In	addition,	the	Utility	operating	companies	may	issue	other	RFPs	as	needed	for	the	Entergy	System.

# Other	Procurements	From	Third	Parties

The	above	table	does	not	include	resource	acquisitions	made	outside	of	the	RFP	process,	including	Entergy	Mississippi's	January	2006	acquisition of	the	480	MW,	combined-cycle,	gas-fired	Attala	power	plant,	and	Entergy	Gulf	States	Louisiana's	March	2008	acquisition	of	the	322	MW, simple-cycle,	gas-fired	Calcasieu	Generating	Facility.	The	above	table	also	does	not	reflect	various	limited-term	contracts	that	have	been	entered into	in	recent	years	by	the	Utility	operating	companies	as	a	result	of	bilateral	negotiations,	including	the	following	contracts	entered	into	in	2008:

In	April	2008,	Entergy	Gulf	States	Louisiana	and	Entergy	Texas	entered	into	a	one-year	contract	to	purchase	485	MW	of	capacity	and	energy beginning	June	1,	2008	from	Calpine	Energy	Services,	L.P.'s	and	Carville	Energy	LLC's	Carville	Energy	Center.	Subsequently,	in	November 2008,	Entergy	Gulf	States	Louisiana	entered	into	a	three-year	contract	to	purchase	485	MW	of	capacity	and	energy	beginning	June	1,	2009 from	the	Carville	Energy	Center.	The	three-year	contract	is	currently	under	review	by	the	LPSC.

Also	in	2008,	Entergy	Louisiana	entered	into	a	ten-year	contract	to	purchase	up	to	520	MW	of	unit-contingent	capacity	and	energy	from Occidental	Chemical	Corporation's	Taft	Cogeneration	Facility.

The	Entergy	System	preferentially	allocated	one	annual	transaction	totaling	50	MW	to	Entergy	New	Orleans.	The	one-year	transaction	will terminate	at	the	end	of	April	2009.	Consistent	with	similar	annual	block	purchases	in	recent	years,	the	Entergy	System	purchased	these	block energy	products	to	help	meet	several	of	the	objectives	outlined	in	its	planning	principles.

# Affiliate	Purchased	Power	Agreements

Entergy	Louisiana	and	Entergy	New	Orleans	entered	three	long-term	contracts	to	procure	electric	power	from	affiliates,	which	were	filed	with	the FERC	for	approval,	as	follows:	(a)	a	life-of-unit	purchased	power	agreement	with	Entergy	Gulf	States	Louisiana	for	approximately	200	MW (Entergy	Louisiana)	and	100	MW	(Entergy	New	Orleans)	of	capacity	and	associated	energy	from	Entergy	Gulf	States	Louisiana's	River	Bend nuclear	station	(RB	PPAs);	(ii)	a	life-of-unit	purchased	power	agreement	with	Entergy	Arkansas	for	110	MW	each	of	capacity	and	associated energy	 from	 a	 portion	 of	 Entergy	Arkansas'	 wholesale	 baseload	 coal	 and	 nuclear	 generating	 resources	 (WBL	 PPAs);	 and	 (iii)	 a	 life-of-unit purchased	power	agreement	for	approximately	50	MW	each	of	capacity	and	associated	energy	from	Entergy	Power's	share	of	the	Independence plant	(ISES	PPAs).	The	contracts	were	filed	with	the	FERC,	hearings	were	held	to	review	the	justness	and	reasonableness	of	the	agreements,	and the	FERC	ALJ	issued	an	initial	decision	generally	recommending	approval	of	the	PPAs.

In	September	2006,	the	FERC	issued	an	order	in	the	proceeding	that:	(1)	affirmed	the	ALJ's	initial	decision	that	the	RB	PPAs,	WBL	PPAs,	and ISES	PPAs	were	just,	reasonable,	and	not	unduly	discriminatory;	however,	the	FERC	did	limit	the	term	of	the	ISES	PPAs	to	ten	years	to	coincide with	the	ten-year	analysis	used	to	justify	those	contracts;	(2)	determined	that	the	Utility	operating	companies	improperly	used	information	obtained through	their	2002	RFP	process	to	price	the	WBL	PPAs,	which	FERC	found	to	be	a	violation	of	Entergy's	code	of	conduct,	and	ordered	Entergy Arkansas'	retained	share	of	Grand	Gulf	be	removed	from	the	WBL	PPAs,	but	approved	the	remaining	portion	of	the	WBL	PPAs;	(3)	indicated	that Entergy	Arkansas'	retained	share	of	Grand	Gulf	could	be	separately	contracted	for	by	Entergy	Louisiana	and	Entergy	New	Orleans	"at	the	cost- based	price	of	$46	per	MWh;"	(4)	agreed	with	the	ALJ	that	"the	design	and	implementation	of	Entergy's	RFP	process,	while	not	without	flaws, worked	in	this	instance;"	(5)	ordered	the	Utility	operating	companies	to	consider	transmission	costs	"as	a	price	factor"	and	that	future	analysis compare	the	delivered	cost	of	the	resource	when	evaluating	RFP	bids;	and	(6)	approved	the	Entergy	System's	allocation	of	the	PPAs	among	the Utility	operating	companies.	In	October	2006,	the	Utility	operating	companies	filed	with	the	FERC	a	request	for	rehearing/clarification	on	the issues	of	the	shortening	of	the	term	of	the	ISES	PPAs,	the	finding	of	a	violation	of	Entergy's	code	of	conduct,	and	the	finding	that	the	cost-based rate	for	Entergy	Arkansas'	retained	share	of	the	Grand	Gulf	capacity	is	$46	per	MWh.

In	April	2007	the	FERC	issued	an	Opinion	and	Order	on	Rehearing	and	Clarification	in	the	proceeding.		In	its	opinion,	FERC	affirmed	its	earlier decision	to	reduce	the	term	of	the	agreement	between	Entergy	New	Orleans	and	Entergy	Louisiana	for	the	Independence	plant	capacity	to	ten years.	The	opinion	also	clarifies	that	while	the	Utility	operating	companies'	use	of	bid	information	obtained	from	the	2002	request	for

proposal	 to	 develop	 the	 Entergy	 Arkansas	 base	 load	 purchased	 power	 agreements	 was	 improper,	 the	 record	 does	 not	 establish	 that	 the communications	constituted	a	violation	of	the	Utility	operating	companies'	code	of	conduct.		The	Opinion	further	clarified	that	the	retained	share	of Grand	Gulf	that	is	purchased	by	Entergy	Louisiana	and	Entergy	New	Orleans	from	Entergy	Arkansas	should	be	priced	at	cost,	and	not	at	the below-cost	price	of	$46/MWh	specified	 in	 the	original	opinion.	 	Additionally,	 the	Opinion	rejects:	(1)	 the	LPSC's	argument	 that	one-month capacity	sales	by	Entergy	Arkansas	to	third	parties	triggered	a	right-of-first	refusal	on	behalf	of	the	other	Utility	operating	companies	related	to Entergy	Arkansas'	base	load	capacity;	and	(2)	the	LPSC's	argument	that	Entergy	Gulf	States	Louisiana	was	entitled	to	a	portion	of	the	River	Bend purchased	power	agreement	(rather	than	just	Entergy	Louisiana	and	Entergy	New	Orleans)	and	the	LPSC's	jurisdictional	arguments	related	thereto.

The	 LPSC	 appealed	 this	 decision	 to	 the	 D.C.	 Circuit	 Court	 of	Appeals.	The	 Utility	 operating	 companies,	 the	 City	 Council,	 and	 the	APSC intervened	in	the	appeal.	In	its	brief,	the	LPSC	argued	that	the	FERC	erred:	(1)	in	concluding	that	Entergy	Arkansas'	short	term	sale	of	capacity	and energy	to	third	parties	did	not	trigger	the	obligation	to	offer	a	right	of	first	refusal	with	respect	to	this	capacity	to	the	other	Utility	operating companies	pursuant	to	the	provisions	of	the	System	Agreement;	and	(2)	by	approving	an	allocation	of	baseload	generating	resources	that	unduly preferred	Entergy	New	Orleans	and	unduly	discriminated	against	Entergy	Gulf	States	Louisiana.	In	December	2008,	the	D.C.	Circuit	dismissed	and

# denied	the	LPSC's	appeal.

# Interconnections

The	Entergy	System's	generating	units	are	interconnected	by	a	transmission	system	operating	at	various	voltages	up	to	500	kV.	These	generating units	consist	primarily	of	steam-electric	production	facilities	and	are	centrally	dispatched	and	operated.	Entergy's	Utility	operating	companies	are interconnected	with	many	neighboring	utilities.	In	addition,	the	Utility	operating	companies	are	members	of	the	SERC	Reliability	Corporation.	The primary	purpose	of	SERC	is	to	ensure	the	reliability	and	adequacy	of	the	electric	bulk	power	supply	in	the	southeast	region	of	the	United	States. SERC	is	a	member	of	the	North	American	Electric	Reliability	Corporation.

# Gas	Property

As	of	December	31,	2008,	Entergy	New	Orleans	distributed	and	transported	natural	gas	for	distribution	solely	within	New	Orleans,	Louisiana, through	a	total	of	33	miles	of	gas	transmission	pipeline,	1,602	miles	of	gas	distribution	pipeline,	and	858	miles	of	gas	service	pipeline	from	the distribution	mains	to	the	customers.	As	of	December	31,	2008,	the	gas	properties	of	Entergy	Gulf	States	Louisiana,	which	are	located	in	and	around Baton	Rouge,	Louisiana,	were	not	material	to	Entergy	Gulf	States	Louisiana's	financial	position.

# Titles

The	Entergy	System's	generating	stations	are	generally	located	on	properties	owned	in	fee	simple.	Most	of	the	substations	and	transmission	and distribution	lines	are	constructed	on	private	property	or	public	rights-of-way	pursuant	to	easements,	servitudes,	or	appropriate	franchises.	Some substation	properties	are	owned	in	fee	simple.	The	Utility	operating	companies	generally	have	the	right	of	eminent	domain,	whereby	they	may perfect	title	to,	or	secure	easements	or	servitudes	on,	private	property	for	their	utility	operations.

Substantially	all	of	the	physical	properties	and	assets	owned	by	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy	are	subject	to	the	liens	of	mortgages	securing	the	mortgage	bonds	of	such company.	The	Lewis	Creek	generating	station	is	owned	by	GSG&T,	Inc.,	a	subsidiary	of	Entergy	Texas,	and	is	not	subject	to	its	mortgage	lien. Lewis	Creek	is	leased	to	and	operated	by	Entergy	Texas.

# Fuel	Supply

The	sources	of	generation	and	average	fuel	cost	per	kWh	for	the	Utility	operating	companies	and	System	Energy	for	the	years	2006-2008	were:

|  |  |  |  |  |  |  |  |  | Purchased | Purchased |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Year | Natural\tGas\n%\nof\nGen | Cents\nPer\nkWh | Fuel\tOil\n%\nof\nGen | Cents\nPer\nkWh | Nuclear\n%\nof\nGen | Cents\nPer\nkWh | Coal\n%\nof\nGen | Cents\nPer\nkWh | Power\n%\nof\nGen | Cents\nPer\nkWh |
| 2008 | 19 | 10.28 | - | 19.45 | 30 | .60 | 12 | 2.06 | 39 | 7.92 |
| 2007 | 18 | 8.05 | - | 14.13 | 33 | .57 | 12 | 1.86 | 37 | 6.27 |
| 2006 | 15 | 8.52 | - | 13.58 | 33 | .51 | 11 | 1.77 | 41 | 5.50 |

Actual	2008	and	projected	2009	sources	of	generation	for	the	Utility	operating	companies	and	System	Energy,	including	certain	power	purchases from	affiliates	under	life	of	unit	power	purchase	agreements,	are:

|  |  |  |  |  |  |  |  |  | Purchased | Purchased |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Natural\tGas | Natural\tGas | Fuel\tOil |  | Nuclear |  | Coal |  | Power |  |
|  | 2008\t 2009 | 2008\t 2009 | 2008 \t 2009 | 2008 \t 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 |
| Entergy |  |  |  |  |  |  |  |  |  |  |
| \t\tArkansas\t(a) | 1% | 8% | - | - | 43% | 48% | 25% | 25% | 30% | 18% |
| Entergy |  |  |  |  |  |  |  |  |  |  |
| \t\tGulf\tStates\tLouisiana | 13% | 29% | - | - | 24% | 14% | 10% | 11% | 53% | 46% |
| Entergy |  |  |  |  |  |  |  |  |  |  |
| \t\tLouisiana | 27% | 27% | 1% | - | 35% | 40% | 2% | 2% | 35% | 31% |
| Entergy |  |  |  |  |  |  |  |  |  |  |
| \t\tMississippi | 34% | 44% | - | - | 3% | 3% | 20% | 28% | 43% | 25% |
| Entergy |  |  |  |  |  |  |  |  |  |  |
| \t\tNew\tOrleans | 34% | 33% | - | - | 20% | 28% | 9% | 14% | 37% | 25% |
| Entergy |  |  |  |  |  |  |  |  |  |  |
| \t\tTexas | 34% | 28% | - | - | 1% | 15% | 10% | 12% | 55% | 45% |
| System\tEnergy | - | - | - | - | 100%(b) | 100%(b) | - | - | - | - |
| Utility\t(a) | 19% | 23% | - | - | 30% | 34% | 12% | 13% | 39% | 30% |

(a) Hydroelectric	power	provided	1%	of	Entergy	Arkansas'	generation	in	2008	and	is	expected	to provide	approximately	1%	of	its	generation	in	2009.

(b) Capacity	and	energy	from	System	Energy's	interest	in	Grand	Gulf	was	historically	allocated	as follows:	Entergy	Arkansas	-	36%;	Entergy	Louisiana	-	14%;	Entergy	Mississippi	-	33%;	and Entergy	New	Orleans	-	17%.	Pursuant	to	purchased	power	agreements,	some	that	are	the	subject of	a	pending	proceeding	at	the	FERC,	Entergy	Arkansas	is	selling	a	portion	of	its	owned	capacity and	 energy	 from	 Grand	 Gulf	 to	 Entergy	 Gulf	 States	 Louisiana,	 Entergy	 Louisiana,	 Entergy Mississippi,	and	Entergy	New	Orleans.

# Natural	Gas

The	Utility	operating	companies	have	long-term	firm	and	short-term	interruptible	gas	contracts	for	both	supply	and	gas	transportation.	Long-term firm	contracts	for	power	plants	comprise	less	than	15%	of	the	Utility	operating	companies'	total	requirements.	Short-term	contracts	and	spot-market purchases	satisfy	additional	gas	requirements.	Entergy	Texas	owns	a	gas	storage	facility	that	provides	reliable	and	flexible	natural	gas	service	to certain	generating	stations.

Entergy	Louisiana	has	a	long-term	natural	gas	supply	contract,	which	expires	in	2012,	in	which	Entergy	Louisiana	agreed	to	purchase	natural	gas	in annual	amounts	equal	to	approximately	one-third	of	its	projected	annual	fuel	requirements	for	certain	generating	units.	Annual	demand	charges associated	with	this	contract	are	estimated	to	be	$6.5	million.

Many	factors,	including	wellhead	deliverability,	storage	and	pipeline	capacity,	and	demand	requirements	of	end	users,	influence	the	availability	and price	of	natural	gas	supplies	for	power	plants.	Demand	is	tied	to	weather	conditions	as	well	as	to	the	prices	and	availability	of	other	energy	sources. Pursuant	to	federal	and	state	regulations,	gas	supplies	to	power	plants	may	be	interrupted	during	periods	of	shortage.	To	the	extent	natural	gas supplies	are	disrupted	or	natural	gas	prices	significantly	increase,	the	Utility	operating	companies	will	use	alternate	fuels,	such	as	oil,	or	rely	to	a larger	extent	on	coal,	nuclear	generation,	and	purchased	power.

Entergy	Arkansas	has	a	long-term	contract	for	low-sulfur	Powder	River	Basin	(PRB)	coal	which	expires	in	2011	and	is	expected	to	provide	for approximately	45%	of	the	total	expected	coal	requirements	for	2009.	Over	the	past	three	years,	Entergy	Arkansas	has	committed	to	five	medium- term	(one-	to	three-year)	contracts	that	will	supply	approximately	50%	of	the	total	coal	supply	needs	in	2009.	These	contracts	are	staggered	in	term so	that	not	all	contracts	have	to	be	renewed	the	same	year.	The	additional	5%	of	total	coal	requirements	will	be	satisfied	by	spot	market	or	over-the- counter	purchases.	Based	on	greater	PRB	coal	deliveries	and	high	cost	of	foreign	coal,	no	alternative	coal	consumption	is	expected	at	Entergy Arkansas	during	2009.	Entergy	Arkansas	has	an	existing	long-term	railroad	transportation	contract	that	will	provide	all	of	Entergy	Arkansas'	coal transportation	requirements	for	2009	and	can	provide	all	of	the	transportation	requirements	for	several	years	beyond	2009.

Entergy	Gulf	States	Louisiana	has	executed	three	medium-term	contracts	for	the	supply	of	low-sulfur	PRB	coal	for	Nelson	Unit	6	that	will	expire in	late	2010	and	2011.	These	three	contracts	will	supply	approximately	95%	of	Nelson	Unit	6	coal	needs	in	2009.	Additional	PRB	coal	will	be purchased	through	spot	market	or	over-the-counter	purchases	provided	that	adequate	transportation	is	available	from	BNSF	Railway	Company under	the	rail	transportation	agreement	discussed	below.	For	the	same	reasons	as	above,	no	alternative	coal	consumption	is	expected	at	Nelson	Unit 6	during	2009.	Entergy	Gulf	States	Louisiana	executed	a	new	multi-year	rail	transportation	agreement	with	BNSF	to	deliver	PRB	coal	to	Nelson Unit	6	beginning	in	2009.

For	the	year	2008,	coal	transportation	delivery	rates	to	all	Entergy	Operating	Company	coal-fired	units	have	met	coal	demand	at	the	plants.	It	is expected	that	these	improved	delivery	rates	will	continue	through	2009.	Both	Entergy	Arkansas	and	Entergy	Gulf	States	Louisiana	control	a sufficient	number	of	railcars	to	satisfy	the	rail	transportation	requirement.

The	operator	of	Big	Cajun	2	-	Unit	3,	Louisiana	Generating,	LLC,	has	advised	Entergy	Gulf	States	Louisiana	and	Entergy	Texas	that	it	has adequate	rail	car	and	barge	capacity	to	meet	the	volumes	of	low-sulfur	PRB	coal	requested	for	2009.	Entergy	Gulf	States	Louisiana	and	Entergy Texas	coal	nomination	requests	to	Big	Cajun	2	-	Unit	3	are	made	on	an	annual	basis.

# Nuclear	Fuel

The	nuclear	fuel	cycle	consists	of	the	following:

mining	and	milling	of	uranium	ore	to	produce	a	concentrate;

conversion	of	the	concentrate	to	uranium	hexafluoride	gas;

enrichment	of	the	hexafluoride	gas;

fabrication	of	nuclear	fuel	assemblies	for	use	in	fueling	nuclear	reactors;	and

disposal	of	spent	fuel.

System	Fuels,	a	company	owned	by	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans,	is	responsible	for contracts	to	acquire	nuclear	material	to	be	used	in	fueling	Entergy's	Utility	nuclear	units,	except	for	River	Bend.	System	Fuels	also	maintains inventories	of	such	materials	during	the	various	stages	of	processing.	The	Utility	operating	companies	purchase	enriched	uranium	hexafluoride

from	System	Fuels,	but	contract	separately	for	the	fabrication	of	their	own	nuclear	fuel.	The	requirements	for	River	Bend	are	met	pursuant	to contracts	made	by	Entergy	Gulf	States	Louisiana.	All	contracts	for	the	disposal	of	spent	nuclear	fuel	are	between	the	Department	of	Energy	(DOE) and	each	of	the	nuclear	power	plants.

Based	upon	currently	planned	fuel	cycles,	Entergy's	Utility	and	Non-Utility	Nuclear	nuclear	units	have	a	diversified	portfolio	of	contracts	and inventory	 that	 provides	 substantially	 adequate	 nuclear	 fuel	 materials	 and	 conversion	 and	 enrichment	 services	 at	 what	 Entergy	 believes	 are reasonably	predictable	or	fixed	prices	through	most	of	2010.	Entergy's	ability	to	purchase	nuclear	fuel	at	reasonably	predictable	prices,	however, depends	upon	the	creditworthiness	and	performance	reliability	of	uranium	miners,	as	well	as	upon	the	structure	of	Entergy's	contracts	for	the purchase	of	nuclear	fuel.	For	example,	some	of	the	supply	under	Entergy's	contracts	for	nuclear	fuel	is	effectively	on	a	"mine-contingent"	basis, which	means	that	if	applicable	mines	are	unable	to	supply	sufficient	uranium,	Entergy	may	be	required	to	purchase	some	nuclear	fuel	from	another supplier.	There	are	a	number	of	possible	alternate	suppliers	that	may	be	accessed	to	mitigate	such	an	event,	including	potentially	drawing	upon Entergy's	inventory	intended	for	later	generation	periods	depending	upon	its	risk	management	strategy	at	that	time,	although	the	pricing	of	any	such alternate	uranium	supply	from	the	market	will	be	dependent	upon	the	market	for	uranium	supply	at	that	time.	In	addition,	some	nuclear	fuel contracts	are	on	a	non-fixed	price	basis	subject	to	prevailing	prices	at	the	time	of	delivery.

The	market	for	uranium	supply	became	extremely	limited	and	volatile	in	2006	and	2007,	but	settled	down	substantially	in	2008.	Market	prices	for

uranium	concentrates	rose	from	about	$7	per	pound	in	December	2000	to	a	2007	range	of	$70	to	$135	per	pound,	but	in	2008	traded	in	a	range	of about	$45	to	$90	per	pound	and	ended	the	year	around	$50	per	pound.	Although	some	level	of	uranium	price	volatility	is	possible,	the	high	2007 level	of	volatility	is	not	expected	to	continue	(Entergy	anticipates	volatility	closer	to	the	2008	degree	of	price	volatility,	or	less,	barring	major supply	events),	and	the	effects	of	market	price	changes	may	be	reduced	and	deferred	by	risk	management	strategies	(such	as	opportunistic	buying for	inventory	or	entering	into	forward	physical	contracts	at	fixed	prices	when	Entergy	believes	it	is	appropriate	and	useful).	Entergy	buys	uranium from	a	diversified	mix	of	sellers	located	in	a	diversified	mix	of	countries,	and	from	time	to	time	purchases	from	nearly	all	qualified	reliable	major market	participants	worldwide	that	sell	into	the	U.S.

The	recent	higher	nuclear	fuel	market	prices	of	2006-2009	compared	to	the	2000-2005	period	affects	the	U.S.	nuclear	utility	industry,	including Entergy,	first	in	cash	flow	requirements	for	fuel	acquisition,	and	then,	some	time	later,	in	nuclear	fuel	expenses.	For	example,	for	a	nuclear	fleet	the size	of	Entergy's,	the	current	market	value	of	annual	enriched	uranium	requirements	has	increased	by	several	hundred	million	dollars	compared	to about	five	years	ago.	As	nuclear	fuel	installed	in	the	core	in	nuclear	power	plants	is	replaced	fractionally	over	an	approximate	five-year	period, nuclear	fuel	expense	is	beginning	to,	and	will	eventually	with	a	time	lag,	reflect	current	market	prices	and	can	be	expected	to	increase	from	the previously	reported	industry	levels	of	about	0.5	cents	per	kWh	to	closer	to	1.0	cent	per	kWh.	Entergy's	nuclear	fuel	contract	portfolio	has	provided a	degree	of	price	hedging	against	the	full	extent	of	market	prices	through	2010,	but	market	trends	will	eventually	affect	the	costs	of	all	nuclear	plant operators.

Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	System	Energy	each	have	made	arrangements	to	lease	nuclear	fuel	and related	equipment	and	services.	The	lessors	finance	the	acquisition	and	ownership	of	nuclear	fuel	through	credit	agreements	and	the	issuance	of notes.	These	arrangements	are	subject	to	periodic	renewal.	See	Note	10	to	the	financial	statements	for	a	discussion	of	nuclear	fuel	leases.

# Natural	Gas	Purchased	for	Resale

Entergy	New	Orleans	has	several	suppliers	of	natural	gas.		Its	system	is	interconnected	with	three	interstate	and	three	intrastate	pipelines.		Entergy New	Orleans	has	a	"no-notice"	service	gas	purchase	contract	with	Atmos	Energy	which	guarantees	Entergy	New	Orleans	gas	delivery	at	specific delivery	points	and	at	any	volume	within	 the	minimum	and	maximum	set	forth	 in	 the	contract	amounts.	 	The	Atmos	Energy	gas	supply	 is transported	to	Entergy	New	Orleans	pursuant	to	a	transportation	service	agreement	with	Gulf	South	Pipeline	Co.		This	service	is	subject	to	FERC- approved	rates.		Entergy	New	Orleans	also	makes	interruptible	spot	market	purchases.		In	recent	years,	natural	gas	deliveries	to	Entergy	New Orleans	have	been	subject	primarily	to	weather-related	curtailments.

As	a	result	of	the	implementation	of	FERC-mandated	interstate	pipeline	restructuring	in	1993,	curtailments	of	interstate	gas	supply	could	occur	if Entergy	New	Orleans'	suppliers	failed	to	perform	their	obligations	to	deliver	gas	under	their	supply	agreements.		Gulf	South	Pipeline	Co.	could curtail	transportation	capacity	only	in	the	event	of	pipeline	system	constraints.

Entergy	Gulf	States	Louisiana	purchases	natural	gas	for	resale	under	a	firm	contract	from	Enbridge	Marketing	(U.S.)	Inc.	(formerly	Mid	Louisiana Gas	Company).	The	previous	contract	terminated	on	September	1,	2008.	In	August	2008,	EGSL	entered	into	a	new	five-year	contract,	again	with Enbridge	Marketing	(U.S.)	Inc.	The	gas	is	delivered	through	a	combination	of	intrastate	and	interstate	pipeline.

# Federal	Regulation	of	the	Utility

State	or	local	regulatory	authorities,	as	described	above,	regulate	the	retail	rates	of	the	Utility	operating	companies.	FERC	regulates	wholesale	rates (including	intrasystem	sales	pursuant	to	the	System	Agreement)	and	interstate	transmission	of	electricity,	as	well	as	rates	for	System	Energy's	sales of	capacity	and	energy	from	Grand	Gulf	to	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	pursuant	to	the Unit	Power	Sales	Agreement.

System	Agreement	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New Orleans,	and	Entergy	Texas)

The	 Utility	 operating	 companies	 historically	 have	 engaged	 in	 the	 coordinated	 planning,	 construction,	 and	 operation	 of	 generating	 and	 bulk transmission	facilities	under	the	terms	of	the	System	Agreement,	which	is	a	rate	schedule	that	has	been	approved	by	the	FERC.	Under	the	terms	of the	 System	Agreement,	 generating	 capacity	 and	 other	 power	 resources	 are	 jointly	 operated	 by	 the	 Utility	 operating	 companies.	The	 System Agreement	provides,	among	other	things,	that	parties	having	generating	reserves	greater	than	their	allocated	share	of	reserves	(long	companies) shall	receive	payments	from	those	parties	having	generating	reserves	that	are	less	than	their	allocated	share	of	reserves	(short	companies).	Such payments	are	at	amounts	sufficient	to	cover	certain	of	the	long	companies'	costs	for	intermediate	and	peaking	oil/gas-fired	generation,	including operating	expenses,	fixed	charges	on	debt,	dividend	requirements	on	preferred	equity,	and	a	fair	rate	of	return	on	common	equity	investment. Under	the	System	Agreement,	these	charges	are	based	on	costs	associated	with	the	long	companies'	steam	electric	generating	units	fueled	by	oil	or gas	and	having	an	annual	average	heat	rate	above	10,000	Btu/kWh.	In	addition,	for	all	energy	exchanged	among	the	Utility	operating	companies under	the	System	Agreement,	the	companies	purchasing	exchange	energy	are	required	to	pay	the	cost	of	fuel	consumed	in	generating	such	energy plus	a	charge	to	cover	other	associated	costs.

Citing	its	concerns	that	the	benefits	of	its	continued	participation	in	the	current	form	of	the	System	Agreement	have	been	seriously	eroded,	in December	2005,	Entergy	Arkansas	submitted	its	notice	that	it	will	terminate	its	participation	in	the	current	System	Agreement	effective	ninety-six (96)	months	from	the	date	of	the	notice	or	such	earlier	date	as	authorized	by	the	FERC.	Entergy	Arkansas	indicated,	however,	that	a	properly structured	replacement	agreement	could	be	a	viable	alternative.	In	November	2007,	pursuant	to	the	provisions	of	the	System	Agreement,	Entergy Mississippi	provided	its	written	notice	to	terminate	its	participation	in	the	System	Agreement	effective	ninety-six	(96)	months	from	the	date	of	the notice	or	such	earlier	date	as	authorized	by	the	FERC.	In	light	of	the	notices	of	Entergy	Arkansas	and	Entergy	Mississippi	to	terminate	participation in	the	current	System	Agreement,	in	January	2008	the	LPSC	unanimously	voted	to	direct	the	LPSC	Staff	to	begin	evaluating	the	potential	for	a new	agreement.	Likewise,	the	New	Orleans	City	Council	opened	a	docket	to	gather	information	on	progress	towards	a	successor	agreement.

See	"System	Agreement	Proceedings"	 in	Entergy	Corporation	and	Subsidiaries	Management's	Discussion	and	Analysis	for	discussion	of the proceedings	at	the	FERC	involving	the	System	Agreement	and	other	related	proceedings.

# Transmission

See	"Independent	 Coordinator	 of	 Transmission"	 in the	 "Rate,	 Cost-recovery,	 and	 Other	 Regulation"	 section	 of	 Entergy	 Corporation	 and Subsidiaries	Management's	Discussion	and	Analysis.

See "Interconnection	 Orders" in	 the "Rate,	 Cost-recovery, and	 Other	 Regulation" section of Entergy	 Corporation and Subsidiaries Management's	Discussion	and	Analysis.

# Other	Co-Owner	and	Customer-Initiated	Proceedings	at	FERC

See	Note	2	to	the	financial	statements	for	a	discussion	of	the	proceeding	commenced	at	the	FERC	by	Arkansas	Electric	Cooperative,	a	co-owner	of the	Independence	and	White	Bluff	coal-fired	power	plants.

# System	Energy	and	Related	Agreements

System	 Energy	 recovers	 costs	 related	 to	 its	 interest	 in	 Grand	 Gulf	 through	 rates	 charged	 to	 Entergy	Arkansas,	 Entergy	 Louisiana,	 Entergy Mississippi,	and	Entergy	New	Orleans	for	capacity	and	energy	under	the	Unit	Power	Sales	Agreement	(described	below).	In	December	1995, System	Energy	commenced	a	rate	proceeding	at	the	FERC.	In	July	2001,	the	rate	proceeding	became	final,	with	the	FERC	approving	a	prospective 10.94%	return	on	equity.	The	FERC's	decision	also	affected	other	aspects	of	System	Energy's	charges	to	the	Utility	operating	companies	that	it supplies	with	power.	In	1998,	the	FERC	approved	requests	by	Entergy	Arkansas	and	Entergy	Mississippi	to	accelerate	a	portion	of	their	Grand Gulf	purchased	power	obligations.	Entergy	Arkansas'	and	Entergy	Mississippi's	acceleration	of	Grand	Gulf	purchased	power	obligations	ceased effective	July	2001	and	July	2003,	respectively,	as	approved	by	FERC.

# Unit	Power	Sales	Agreement

The	Unit	Power	Sales	Agreement	allocates	capacity,	energy,	and	the	related	costs	from	System	Energy's	current	90%	ownership	and	leasehold interests	in	Grand	Gulf	to	Entergy	Arkansas	(36%),	Entergy	Louisiana	(14%),	Entergy	Mississippi	(33%),	and	Entergy	New	Orleans	(17%).	Each of	these	companies	is	obligated	to	make	payments	to	System	Energy	for	its	entitlement	of	capacity	and	energy	on	a	full	cost-of-service	basis regardless	of	the	quantity	of	energy	delivered,	so	long	as	Grand	Gulf	remains	in	commercial	operation.	Payments	under	the	Unit	Power	Sales Agreement	 are	 System	 Energy's	 only	 source	 of	 operating	 revenue.	The	 financial	 condition	 of	 System	 Energy	 depends	 upon	 the	 continued commercial	operation	of	Grand	Gulf	and	the	receipt	of	such	payments.	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy New	Orleans	generally	recover	payments	made	under	the	Unit	Power	Sales	Agreement	through	rates	charged	to	their	customers.

In	the	case	of	Entergy	Arkansas	and	Entergy	Louisiana,	payments	are	also	recovered	through	sales	of	electricity	from	their	respective	retained shares	of	Grand	Gulf.	Under	a	settlement	agreement	entered	into	with	the	APSC	in	1985	and	amended	in	1988,	Entergy	Arkansas	retains	22%	of	its 36%	share	of	Grand	Gulf-related	costs	and	recovers	the	remaining	78%	of	its	share	in	rates.	In	the	event	that	Entergy	Arkansas	is	not	able	to	sell	its retained	share	to	third	parties,	it	may	sell	such	energy	to	its	retail	customers	at	a	price	equal	to	its	avoided	cost,	which	is	currently	less	than	Entergy Arkansas'	cost	from	its	retained	share.	Entergy	Arkansas	has	life-of-resources	purchased	power	agreements	with	Entergy	Louisiana	and	Entergy New	Orleans	that	sell	a	portion	of	the	output	of	Entergy	Arkansas'	retained	share	of	Grand	Gulf	to	those	companies.	In	a	series	of	LPSC	orders, court	decisions,	and	agreements	from	late	1985	to	mid-1988,	Entergy	Louisiana	was	granted	rate	relief	with	respect	to	costs	associated	with Entergy	Louisiana's	share	of	capacity	and	energy	from	Grand	Gulf,	subject	to	certain	terms	and	conditions.	Entergy	Louisiana	retains	and	does	not recover	from	retail	ratepayers	18%	of	its	14%	share	of	the	costs	of	Grand	Gulf	capacity	and	energy	and	recovers	the	remaining	82%	of	its	share	in rates.	Entergy	Louisiana	is	allowed	to	recover	through	the	fuel	adjustment	clause	4.6	cents	per	kWh	for	the	energy	related	to	its	retained	portion	of these	costs.	Alternatively,	Entergy	Louisiana	may	sell	such	energy	to	non-affiliated	parties	at	prices	above	the	fuel	adjustment	clause	recovery amount,	subject	to	the	LPSC's	approval.

# Availability	Agreement

The	Availability	Agreement	among	System	Energy	and	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	was entered	into	in	1974	in	connection	with	the	financing	by	System	Energy	of	Grand	Gulf.	The	Availability	Agreement	provides	that	System	Energy make	available	to	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	all	capacity	and	energy	available	from System	Energy's	share	of	Grand	Gulf.

Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	also	agreed	severally	to	pay	System	Energy	monthly	for	the right	to	receive	capacity	and	energy	from	Grand	Gulf	in	amounts	that	(when	added	to	any	amounts	received	by	System	Energy	under	the	Unit Power	Sales	Agreement)	would	at	least	equal	System	Energy's	total	operating	expenses	for	Grand	Gulf	(including	depreciation	at	a	specified	rate) and	interest	charges.	The	September	1989	write-off	of	System	Energy's	investment	in	Grand	Gulf	2,	amounting	to	approximately	$900	million,	is being	amortized	for	Availability	Agreement	purposes	over	27	years.

The	allocation	percentages	under	the	Availability	Agreement	are	fixed	as	follows:	Entergy	Arkansas	-	17.1%;	Entergy	Louisiana	-	26.9%;	Entergy Mississippi	-	31.3%;	and	Entergy	New	Orleans	-	24.7%.	The	allocation	percentages	under	the	Availability	Agreement	would	remain	in	effect	and would	govern	payments	made	under	such	agreement	in	the	event	of	a	shortfall	of	funds	available	to	System	Energy	from	other	sources,	including payments	under	the	Unit	Power	Sales	Agreement.

System	Energy	has	assigned	its	rights	to	payments	and	advances	from	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy New	Orleans	under	the	Availability	Agreement	as	security	for	its	first	mortgage	bonds	and	reimbursement	obligations	to	certain	banks	providing letters	of	credit	in	connection	with	the	equity	funding	of	the	sale	and	leaseback	transactions	described	in	Note	10	to	the	financial	statements	under "Sale	and	Leaseback	Transactions	-	Grand	Gulf	Lease	Obligations."	In	these	assignments,	Entergy	Arkansas,	Entergy	Louisiana,	Entergy Mississippi,	and	Entergy	New	Orleans	further	agreed	that,	in	the	event	they	were	prohibited	by	governmental	action	from	making	payments	under the	Availability	Agreement	(for	example,	if	FERC	reduced	or	disallowed	such	payments	as	constituting	excessive	rates),	they	would	then	make subordinated	advances	to	System	Energy	in	the	same	amounts	and	at	the	same	times	as	the	prohibited	payments.	System	Energy	would	not	be allowed	to	repay	these	subordinated	advances	so	long	as	it	remained	in	default	under	the	related	indebtedness	or	in	other	similar	circumstances.

Each	of	the	assignment	agreements	relating	to	the	Availability	Agreement	provides	that	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,

and	Entergy	New	Orleans	will	make	payments	directly	to	System	Energy.	However,	if	there	is	an	event	of	default,	those	payments	must	be	made directly	to	the	holders	of	indebtedness	that	are	the	beneficiaries	of	such	assignment	agreements.	The	payments	must	be	made	pro	rata	according	to the	amount	of	the	respective	obligations	secured.

The	obligations	of	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	to	make	payments	under	the	Availability Agreement	are	subject	to	the	receipt	and	continued	effectiveness	of	all	necessary	regulatory	approvals.	Sales	of	capacity	and	energy	under	the Availability	Agreement	would	require	that	the	Availability	Agreement	be	submitted	to	FERC	for	approval	with	respect	to	the	terms	of	such	sale. No	such	filing	with	FERC	has	been	made	because	sales	of	capacity	and	energy	from	Grand	Gulf	are	being	made	pursuant	to	the	Unit	Power	Sales Agreement.	If,	for	any	reason,	sales	of	capacity	and	energy	are	made	in	the	future	pursuant	to	the	Availability	Agreement,	the	jurisdictional portions	of	the	Availability	Agreement	would	be	submitted	to	FERC	for	approval.

Since	commercial	operation	of	Grand	Gulf	began,	payments	under	the	Unit	Power	Sales	Agreement	to	System	Energy	have	exceeded	the	amounts payable	under	the	Availability	Agreement.	Therefore,	no	payments	under	the	Availability	Agreement	have	ever	been	required.	If	Entergy	Arkansas or	Entergy	Mississippi	fails	to	make	its	Unit	Power	Sales	Agreement	payments,	and	System	Energy	is	unable	to	obtain	funds	from	other	sources, Entergy	Louisiana	and	Entergy	New	Orleans	could	become	subject	to	claims	or	demands	by	System	Energy	or	its

creditors	for	payments	or	advances	under	the	Availability	Agreement	(or	the	assignments	thereof)	equal	to	the	difference	between	their	required Unit	Power	Sales	Agreement	payments	and	their	required	Availability	Agreement	payments	because	their	Availability	Agreement	obligations exceed	their	Unit	Power	Sales	Agreement	obligations.

The	Availability	Agreement	may	be	terminated,	amended,	or	modified	by	mutual	agreement	of	the	parties	thereto,	without	further	consent	of	any assignees	or	other	creditors.

System	Energy	and	Entergy	Corporation	have	entered	into	the	Capital	Funds	Agreement,	whereby	Entergy	Corporation	has	agreed	to	supply System	Energy	with	sufficient	capital	 to	(i)	maintain	System	Energy's	equity	capital	at	an	amount	equal	 to	a	minimum	of	35%	of	 its	 total capitalization	(excluding	short-term	debt)	and	(ii)	permit	the	continued	commercial	operation	of	Grand	Gulf	and	pay	in	full	all	indebtedness	for borrowed	money	of	System	Energy	when	due.

Entergy	Corporation	has	entered	into	various	supplements	to	the	Capital	Funds	Agreement.	System	Energy	has	assigned	its	rights	under	such supplements	as	security	for	its	first	mortgage	bonds	and	for	reimbursement	obligations	to	certain	banks	providing	letters	of	credit	in	connection with	 the	equity	funding	of	 the	sale	and	 leaseback	 transactions	described	 in	Note	10	 to	 the	financial	statements	under	"Sale	and	Leaseback Transactions	-	Grand	Gulf	Lease	Obligations."	Each	such	supplement	provides	that	permitted	indebtedness	for	borrowed	money	incurred	by System	Energy	in	connection	with	the	financing	of	Grand	Gulf	may	be	secured	by	System	Energy's	rights	under	the	Capital	Funds	Agreement	on	a pro	rata	basis	(except	for	the	Specific	Payments,	as	defined	below).	In	addition,	in	the	supplements	to	the	Capital	Funds	Agreement	relating	to	the specific	indebtedness	being	secured,	Entergy	Corporation	has	agreed	to	make	cash	capital	contributions	directly	to	System	Energy	sufficient	to enable	System	Energy	to	make	payments	when	due	on	such	indebtedness	(Specific	Payments).	However,	if	there	is	an	event	of	default,	Entergy Corporation	must	make	those	payments	directly	to	the	holders	of	indebtedness	benefiting	from	the	supplemental	agreements.	The	payments	(other than	 the	Specific	Payments)	must	be	made	pro	rata	according	 to	 the	amount	of	 the	respective	obligations	benefiting	from	 the	supplemental agreements.

The	Capital	Funds	Agreement	may	be	terminated,	amended,	or	modified	by	mutual	agreement	of	the	parties	thereto,	upon	obtaining	the	consent,	if required,	of	those	holders	of	System	Energy's	indebtedness	then	outstanding	who	have	received	the	assignments	of	the	Capital	Funds	Agreement.

# Service	Companies

Entergy	Services,	a	corporation	wholly-owned	by	Entergy	Corporation,	provides	management,	administrative,	accounting,	legal,	engineering,	and other	services	primarily	to	the	Utility	operating	companies.	Entergy	Operations	is	also	wholly-owned	by	Entergy	Corporation	and	provides	nuclear management,	operations	and	maintenance	services	under	contract	for	ANO,	River	Bend,	Waterford	3,	and	Grand	Gulf,	subject	to	the	owner oversight	of	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	System	Energy,	respectively.	 Entergy	Services	and	Entergy Operations	 provide	 their	 services	 to	 the	 Utility	 operating	 companies	 and	 System	 Energy	 on	 an	 "at	 cost"	 basis,	 pursuant	 to	 cost	 allocation methodologies	for	these	service	agreements	that	were	approved	by	the	FERC.

# Jurisdictional	Separation	of	Entergy	Gulf	States,	Inc.	into	Entergy	Gulf	States	Louisiana	and	Entergy	Texas

Effective	December	31,	2007,	Entergy	Gulf	States,	Inc.	completed	a	jurisdictional	separation	into	two	vertically	integrated	utility	companies,	one operating	under	the	sole	retail	jurisdiction	of	the	PUCT,	Entergy	Texas,	and	the	other	operating	under	the	sole	retail	jurisdiction	of	the	LPSC, Entergy	Gulf	States	Louisiana.	Management	believes	that	the	jurisdictional	separation	will	better	align	Entergy	Gulf	States,	Inc.'s	Louisiana	and Texas	operations	to	serve	customers	in	those	states	and	to	operate	consistent	with	state-specific	regulatory	requirements	as	the	utility	regulatory environments	 in	 those	 jurisdictions	evolve.	The	jurisdictional	separation	provides	for	regulation	of	each	separated	company	by	a	single	retail regulator,	which	should	reduce	regulatory	complexity.

Entergy	Texas	now	owns	all	Entergy	Gulf	States,	Inc.	distribution	and	transmission	assets	located	in	Texas,	the	gas-fired	generating	plants	located in	Texas,	undivided	42.5%	ownership	shares	of	Entergy	Gulf	States,	Inc.'s	70%	ownership	interest	in	Nelson	6	and	42%	ownership

interest	in	Big	Cajun	2,	Unit	3,	which	are	coal-fired	generating	plants	located	in	Louisiana,	and	other	assets	and	contract	rights	to	the	extent	related to	utility	operations	in	Texas.	Entergy	Gulf	States	Louisiana	now	owns	all	of	the	remaining	assets	that	were	owned	by	Entergy	Gulf	States,	Inc.		On a	book	value	basis,	approximately	58.1%	of	the	Entergy	Gulf	States,	Inc.	assets	were	allocated	to	Entergy	Gulf	States	Louisiana	and	approximately 41.9%	were	allocated	to	Entergy	Texas.

Entergy	Gulf	States	Louisiana	remains	primarily	liable	for	all	of	the	long-term	debt	issued	by	Entergy	Gulf	States,	Inc.	that	was	outstanding	on

December	31,	2007.	Under	a	debt	assumption	agreement	with	Entergy	Gulf	States	Louisiana,	Entergy	Texas	assumed	its	pro	rata	share	of	this	long- term	debt,	which	was	$1.079	billion,	or	approximately	46%.	The	pro	rata	share	of	the	long-term	debt	assumed	by	Entergy	Texas	was	determined	by first	determining	the	net	assets	for	each	company	on	a	book	value	basis,	and	then	calculating	a	debt	assumption	ratio	that	resulted	in	the	common equity	ratios	for	each	company	being	approximately	the	same	as	the	Entergy	Gulf	States,	Inc.	common	equity	ratio	immediately	prior	to	the jurisdictional	separation.	Entergy	Texas'	debt	assumption	does	not	discharge	Entergy	Gulf	States	Louisiana's	liability	for	the	long-term	debt.	To secure	its	debt	assumption	obligations,	Entergy	Texas	granted	to	Entergy	Gulf	States	Louisiana	a	first	lien	on	Entergy	Texas'	assets	that	were previously	subject	to	the	Entergy	Gulf	States,	Inc.	mortgage.	Entergy	Texas	has	until	December	31,	2010	to	repay	the	assumed	debt.	In	addition, Entergy	Texas,	as	the	owner	of	Entergy	Gulf	States	Reconstruction	Funding	I,	LLC	("EGSRF	I"),	will	report	the	$329.5	million	of	senior	secured transition	bonds	("securitization	bonds")	issued	by	EGSRF	I	as	long-term	debt	on	its	consolidated	balance	sheet.	The	securitization	bonds	are	non- recourse	to	Entergy	Texas.

Entergy	Texas	will	purchase	from	Entergy	Gulf	States	Louisiana	pursuant	to	a	life-of-unit	purchased	power	agreement	(PPA)	a	42.5%	share	of capacity	and	energy	from	the	70%	of	River	Bend	subject	to	retail	regulation.	Entergy	Texas	was	allocated	a	share	of	River	Bend's	nuclear	and environmental	 liabilities	 that	 is	 identical	 to	 the	 share	 of	 the	 plant's	 output	 purchased	 by	 Entergy	Texas	 under	 the	 PPA.	 Entergy	Gulf	States Louisiana	will	purchase	a	57.5%	share	of	capacity	and	energy	from	the	gas-fired	generating	plants	owned	by	Entergy	Texas,	and	Entergy	Texas will	purchase	a	42.5%	share	of	capacity	and	energy	from	the	gas-fired	generating	plants	owned	by	Entergy	Gulf	States	Louisiana.	The	PPAs associated	with	the	gas-fired	generating	plants	will	terminate	when	retail	open	access	commences	in	Entergy	Texas'	jurisdiction	or	when	the	unit(s) is	no	longer	dispatched	by	the	Entergy	System.	If	Entergy	Texas	implements	retail	open	access,	it	will	terminate	its	participation	in	the	System Agreement,	except	for	the	portion	of	the	System	Agreement	related	to	transmission	equalization.	The	dispatch	and	operation	of	the	generating plants	will	not	change	as	a	result	of	the	jurisdictional	separation.

Pursuant	to	the	LPSC	order	approving	the	jurisdictional	separation	plan,	Entergy	Gulf	States	Louisiana	has	made	two	compliance	filings	in	2008. On	March	31,	2008,	Entergy	Gulf	States	Louisiana	made	its	jurisdictional	separation	plan	balance	sheet	compliance	filing	with	the	LPSC.	On	June 11,	2008,	Entergy	Gulf	States	Louisiana	made	its	revenue	and	expense	compliance	filing.	On	December	29,	2008,	the	LPSC	staff	filed	a	motion with	the	LPSC	seeking	resolution	of	certain	issues	in	the	proceeding,	and	a	hearing	on	these	matters	is	scheduled	to	be	held	on	April	21-22,	2009. Although	formal	approval	of	the	PUCT	was	not	required	for	implementation	of	the	jurisdictional	separation,	Entergy	Texas	sought	input	from	the PUCT	and	kept	the	PUCT	informed	of	the	status	of	the	separation.

The	jurisdictional	separation	occurred	through	completion	of	the	following	steps:

Through	a	Texas	statutory	merger-by-division,	Entergy	Gulf	States,	Inc.	was	renamed	as	Entergy	Gulf	States	Louisiana,	Inc.,	a	Texas corporation,	and	the	new	Texas	business	corporation	Entergy	Texas,	Inc.	was	formed.

Entergy	Gulf	States,	Inc.	allocated	the	assets	described	above	to	Entergy	Texas,	and	all	of	the	capital	stock	of	Entergy	Texas	was	issued directly	to	Entergy	Gulf	States,	Inc.'s	parent	company,	Entergy	Corporation.

Entergy	Corporation	formed	EGS	Holdings,	Inc.,	a	Texas	corporation,	and	contributed	all	of	the	common	stock	of	Entergy	Gulf	States Louisiana,	Inc.	to	EGS	Holdings,	Inc.

EGS	Holdings,	Inc.	formed	the	Louisiana	limited	liability	company	Entergy	Gulf	States	Louisiana,	L.L.C.	and	then	owned	all	of	the	issued and	outstanding	membership	interests	of	Entergy	Gulf	States	Louisiana,	L.L.C.

Entergy	Gulf	States	Louisiana,	Inc.	then	merged	into	Entergy	Gulf	States	Louisiana,	L.L.C.,	with	Entergy	Gulf	States	Louisiana,	L.L.C. being	the	surviving	entity.

Entergy	Corporation	now	owns	EGS	Holdings,	Inc.	and	Entergy	Texas	in	their	entirety,	and	EGS	Holdings,	Inc.	now	owns	Entergy	Gulf States	Louisiana's	common	membership	interests	in	their	entirety.

# Entergy	Louisiana	Corporate	Restructuring

Effective	December	31,	2005,	Entergy	Louisiana,	LLC,	a	limited	liability	company	organized	under	the	laws	of	the	State	of	Texas,	as	part	of	a restructuring	involving	a	Texas	statutory	merger-by-division	succeeded	to	all	of	the	regulated	utility	operations	of	Entergy	Louisiana,	Inc.	Entergy Louisiana,	LLC	was	allocated	substantially	all	of	the	property	and	other	assets	of	Entergy	Louisiana,	Inc.,	including	all	assets	used	to	provide	retail and	wholesale	electric	service	to	Entergy	Louisiana,	Inc.'s	customers.	Entergy	Louisiana,	LLC	also	assumed	substantially	all	of	the	liabilities	of Entergy	Louisiana,	Inc.,	including	all	of	its	debt	securities	and	leases	but	excluding	the	outstanding	preferred	stock	of	Entergy	Louisiana,	Inc.

As	the	operator	of	Entergy	Louisiana,	Inc.'s	retail	utility	operations,	Entergy	Louisiana,	LLC	is	subject	to	the	jurisdiction	of	the	LPSC	over	electric service,	rates	and	charges	to	the	same	extent	that	the	LPSC	possessed	jurisdiction	over	Entergy	Louisiana,	Inc.'s	retail	utility	operations.	The restructuring	implemented	a	recommendation	from	the	LPSC	staff,	intended	to	reduce	corporate	franchise	taxes,	and	is	expected	to	result	in	a decrease	in	that	component	of	Entergy	Louisiana,	LLC's	rates	to	its	Louisiana	retail	customers.

On	 December	 31,	 2005,	 and	 immediately	 prior	 to	 the	 formation	 of	 Entergy	 Louisiana,	 LLC,	 Entergy	 Louisiana,	 Inc.	 changed	 its	 state	 of incorporation	from	Louisiana	to	Texas	and	its	name	to	Entergy	Louisiana	Holdings,	Inc.	Upon	the	effectiveness	of	the	statutory	merger-by-division on	December	31,	2005,	Entergy	Louisiana,	LLC	was	organized	and	Entergy	Louisiana	Holdings	held	all	of	Entergy	Louisiana,	LLC's	common membership	interests.	All	of	the	common	membership	interests	of	Entergy	Louisiana,	LLC	continue	to	be	held	by	Entergy	Louisiana	Holdings	and all	of	the	common	stock	of	Entergy	Louisiana	Holdings	continues	to	be	held	by	Entergy	Corporation.	As	part	of	the	merger-by-division,	Entergy Louisiana	Holdings	succeeded	to	Entergy	Louisiana,	Inc.'s	rights	and	obligations	with	respect	to	Entergy	Louisiana,	Inc.'s	outstanding	preferred stock,	which	had	an	aggregate	par	value	of	approximately	$100	million.	In	June	2006,	Entergy	Louisiana	Holdings	redeemed	all	of	its	preferred stock	and	amended	its	charter	to	eliminate	authority	to	issue	any	future	series	of	preferred	stock.

Although	Entergy	Louisiana,	LLC	has	been	consolidated	for	financial	reporting	purposes	since	its	inception,	it	did	not	join	in	the	filing	of	Entergy's consolidated	federal	income	tax	return	through	the	tax	year	2007.		Entergy	Louisiana,	LLC	filed	separate	federal	income	tax	returns,	paid	federal income	taxes	on	a	stand-alone	basis,	and	was	not	been	a	party	to	the	Entergy	System's	intercompany	tax	allocation	agreement	through	2007.		As such,	Entergy	Louisiana,	LLC	may	have	made	elections	for	tax	purposes	that	may	differ	from	those	made	by	the	Entergy	consolidated	tax	group, which	may	result	in	Entergy	Louisiana,	LLC	having	more	exposure	to	tax	liability	than	it	would	have	had,	had	it	been	included	in	the	Entergy consolidated	tax	return.		Beginning	in	2008,	Entergy	Louisiana,	LLC	joined	the	consolidated	federal	income	tax	return	and	participated	in	the Entergy	 System's	 intercompany	 tax	 allocation	 agreement.	 	 Entergy	 Louisiana	 Holdings	 will	 continue	 as	 a	 party	 to	 the	 Entergy	 System's intercompany	tax	allocation	agreement.

After	the	merger-by-division,	Entergy	Louisiana,	LLC	issued	$100	million	of	its	preferred	membership	interests,	which	grant	the	holders	thereof the	 power	 to	 vote	 together,	 as	 a	 single	 class,	 with	 Entergy	 Corporation	 as	 the	 holder	 of	 the	 common	 membership	 interests.	The	 preferred membership	 interests	have	approximately	23%	of	 the	 total	voting	power.	Because	Entergy	Corporation,	indirectly	through	Entergy	Louisiana Holdings,	owns	all	of	the	common	membership	interests	in	Entergy	Louisiana,	LLC,	Entergy	Corporation	will	be	able	to	elect	the	entire	board	of directors	of	Entergy	Louisiana,	LLC,	except	in	certain	circumstances	if	distributions	on	Entergy	Louisiana,	LLC's	preferred	membership	interests are	in	arrears.

# Earnings	Ratios	of	Registrant	Subsidiaries

The	Registrant	Subsidiaries'	ratios	of	earnings	 to	fixed	charges	and	ratios	of	earnings to	combined	fixed	charges	and	preferred	dividends	or distributions	pursuant	to	Item	503	of	SEC	Regulation	S-K	are	as	follows:

|  |  | Ratios	of	Earnings	to	Fixed	Charges | Ratios	of	Earnings	to	Fixed	Charges | Ratios	of	Earnings	to	Fixed	Charges |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Years\tEnded\tDecember\t31, | Years\tEnded\tDecember\t31, | Years\tEnded\tDecember\t31, |  |
|  | 2008 | 2007 | 2006 | 2005 | 2004 |
| Entergy\tArkansas | 2.33 | 3.19 | 3.37 | 3.75 | 3.37 |
| Entergy\tGulf\tStates\tLouisiana | 2.44 | 2.84 | 3.01 | 3.34 | 3.04 |
| Entergy\tLouisiana | 3.14 | 3.44 | 3.23 | 3.50 | 3.60 |
| Entergy\tMississippi | 2.92 | 3.22 | 2.54 | 3.16 | 3.41 |
| Entergy\tNew\tOrleans | 3.71 | 2.74 | 1.52 | 1.22 | 3.60 |
| Entergy\tTexas | 2.04 | 2.07 | 2.12 | 2.06 | 2.07 |
| System\tEnergy | 3.29 | 3.95 | 4.05 | 3.85 | 3.95 |

# Ratios	of	Earnings	to	Combined	Fixed

# Charges	and	Preferred	Dividends	or	Distributions

# Years	Ended	December	31,

|  | Ratios	of	Earnings	to	Combined	Fixed | Ratios	of	Earnings	to	Combined	Fixed | Ratios	of	Earnings	to	Combined	Fixed | Ratios	of	Earnings	to	Combined	Fixed |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Charges\tand\tPreferred\tDividends\tor\tDistributions | Charges\tand\tPreferred\tDividends\tor\tDistributions | Charges\tand\tPreferred\tDividends\tor\tDistributions | Charges\tand\tPreferred\tDividends\tor\tDistributions | Charges\tand\tPreferred\tDividends\tor\tDistributions |
|  |  | Years\tEnded\tDecember\t31, | Years\tEnded\tDecember\t31, | Years\tEnded\tDecember\t31, |  |
|  | 2008 | 2007 | 2006 | 2005 | 2004 |
| Entergy\tArkansas | 1.95 | 2.88 | 3.06 | 3.34 | 2.98 |
| Entergy\tGulf\tStates\tLouisiana | 2.42 | 2.73 | 2.90 | 3.18 | 2.90 |
| Entergy\tLouisiana | 2.87 | 3.08 | 2.90 | 3.50 | 3.60 |
| Entergy\tMississippi | 2.67 | 2.97 | 2.34 | 2.83 | 3.07 |
| Entergy\tNew\tOrleans | 3.45 | 2.54 | 1.35 | 1.12 | 3.31 |

The	Registrant	Subsidiaries	accrue	interest	expense	related	to	unrecognized	tax	benefits	in	income	tax	expense	and	do	not	include	it	in	fixed charges.

Entergy's	Non-Utility	Nuclear	business	owns	and	operates	six	nuclear	power	plants,	five	of	which	are	located	in	the	Northeast	United	States,	with the	sixth	located	in	Michigan,	and	is	primarily	focused	on	selling	electric	power	produced	by	those	plants	to	wholesale	customers.	Non-Utility Nuclear's	 revenues	 are	 primarily	 derived	 from	 sales	 of	 energy	 and	 sales	 of	 generation	 capacity.	This	 business	 also	 provides	 operations	 and management	 services	 to	 nuclear	 power	 plants	 owned	 by	 other	 utilities	 in	 the	 United	 States.	Operations	 and	 management	 services,	 including decommissioning	services,	are	provided	through	Entergy's	wholly-owned	subsidiary,	Entergy	Nuclear,	Inc.

# Property

Entergy's	Non-Utility	Nuclear	business	owns	the	following	nuclear	power	plants:

| Power	Plant | Market | In<br>Service<br>Year | Acquired | Location | Reactor	Type | License<br>Expiration<br>Date |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Pilgrim | IS0-NE | 1972 | \tJuly\t1999 | \t Plymouth,\tMA | \t Boiling\tWater\tReactor | 2012 |
| FitzPatrick | \t NYISO | 1975 | \tNov.\t2000 | \t Oswego,\tNY | \t Boiling\tWater\tReactor | 2034 |
| Indian\tPoint\t3 | \t NYISO | 1976 | \tNov.\t2000 | \t Buchanan,\tNY | \t Pressurized\tWater\tReactor | 2015 |
| Indian\tPoint\t2 | \t NYISO | 1974 | \tSept.\t2001 | \t Buchanan,\tNY | \t Pressurized\tWater\tReactor | 2013 |
| Vermont\tYankee | IS0-NE | 1972 | \tJuly\t2002 | \t Vernon,\tVT | \t Boiling\tWater\tReactor | 2012 |
| Palisades | \t MISO | 1971 | \tApr.\t2007 | \t South\tHaven,\tMI | \t Pressurized\tWater\tReactor | 2031 |

Non-Utility	Nuclear	also	owns	two	non-operating	facilities,	Big	Rock	Point	in	Michigan	and	Indian	Point	1	in	New

York,	that	were	acquired	when	Non-Utility	Nuclear	purchased	the	Palisades	and	Indian	Point	2	nuclear	plants,	respectively.	These	facilities	are	in various	stages	of	the	decommissioning	process.

Entergy	Non-Utility	Nuclear	filed	with	the	NRC	in	2006	for	license	renewals	for	Pilgrim	and	Vermont	Yankee.	 Non-Utility	Nuclear	expects	to obtain	20-year	license	renewals	for	these	two	plants	in	2009.	On	September	8,	2008,	the	NRC	granted	Entergy's	request	for	a	renewed	operating license	for	the	FitzPatrick	nuclear	plant,	which	extends	the	operating	license	term	for	that	plant	by	twenty	years,	to	October	17,	2034.

In	addition,	for	Vermont	Yankee	the	state	certificates	of	public	good	to	operate	the	plant	and	store	spent	nuclear	fuel	also	expire	in	2012.	 Non- Utility	Nuclear	filed	an	application	with	the	Vermont	Public	Service	Board	on	March	3,	2008	for	approval	of	continued	operations	and	storage	of spent	nuclear	fuel	generated	after	March	21,	2012.	The	Vermont	Public	Service	Board	is	scheduled	to	begin	technical	hearings	on	Non-Utility Nuclear's	application	on	May	18,	2009.	Under	Vermont	law	the	Vermont	General	Assembly	approval	of	Entergy's	request	is	required	for	the request	to	be	granted.	The	Vermont	General	Assembly	is	not	expected	to	take	up	the	request	until	2009.	Vermont	is	the	only	state	where	Entergy operates	a	nuclear	plant	that	has	such	a	state	requirement.

In	April	2007,	Non-Utility	Nuclear	submitted	an	application	to	the	NRC	to	renew	the	operating	licenses	for	Indian	Point	2	and	3	for	an	additional 20 years.	The	 NRC	 Staff	 currently	 is	 performing	 its	 technical	 and	 environmental	 reviews	 of	 the	 application.	It	 issued	 a	 draft	 supplemental environmental	impact	statement	in	December	2008,	and	a	safety	evaluation	with	open	items	in	January	2009.

The	NRC	is	required	by	statute	to	provide	an	opportunity	to	members	of	the	public	to	request	a	hearing	on	the	application.	In	early	December	2007, the	NRC	received	thirteen	petitions	to	intervene	in	the	license	renewal	proceeding	for	Indian	Point	2	and	3.	The	petitions	were	filed	by	various	state and	local	government	entities,	including	the	States	of	New	York	and	Connecticut,	as	well	as	several	public	interest	groups.	The	NRC's	Atomic Safety	and	Licensing	Board	(ASLB)	summarily	rejected	four	of	the	thirteen	petitions	to	intervene	in	December	2007.	The	nine	remaining	petitions contained	over	160	proposed	contentions,	which	are	issues	of	law	or	fact	pertaining	to	the	license	renewal	application	that	the	petitioners	seek	to have	adjudicated	by	the	NRC.

In	January	2008,	in	accordance	with	the	NRC's	hearing	rules,	Non-Utility	Nuclear	filed	nine	detailed	answers	to	the	petitions,	opposing	all	of	the petitioners'	proposed	contentions.	The	NRC	Staff,	which	functions	as	an	independent	party	in	any	hearing,	also	filed	detailed	responses	to	the petitions.	The	NRC	Staff	opposed	admission	of	all	but	a	few	of	the	petitioners'	proposed	contentions.	On	July	31,	2008,	the	ASLB	granted,	in	part, the	petitions	to	intervene	of	the	State	of	New	York,	Riverkeeper,	Inc.,	and	Hudson	River	Sloop	Clearwater,	Inc.,	admitting	a	total	of	15	technical and	environmental	contentions	for	adjudication.	Due	to	similarities	among	certain	contentions,	the	Board	consolidated	the	15	admitted	contentions into	13	discrete	issues.	The	ASLB	subsequently	permitted	the	Town	of	Cortlandt,	Village	of	Buchanan,	City	of	New	York,	State	of	Connecticut, and	Westchester	County	to	participate	in	the	proceeding	as	"interested"	governmental	entities,	as	allowed	by	the	NRC	regulations.	The	ALSB	is expected	to	issue	its	initial	case	management	and	scheduling	order	during	the	first	quarter	2009,	although	the	parties	have	begun	the	discovery process	pursuant	to	an	ALSB	order	issued	in	December	2008	and	an	agreement	reached	by	the	parties	in	January	2009	regarding	disclosure	issues. Any	evidentiary	hearings	on	the	admitted	contentions	are	expected	to	occur	in	2010.

The	hearing	process	is	an	integral	component	of	the	NRC's	regulatory	framework,	and	evidentiary	hearings	on	license	renewal	applications	are	not uncommon.	Non-Utility	Nuclear	intends	to	participate	fully	in	the	hearing	process	as	permitted	by	the	NRC's	hearing	rules.	As	noted	in	Non-Utility Nuclear's	 responses	 to	 the	 various	 petitions	 to	 intervene,	 Non-Utility	 Nuclear	 believes	 that	 many	 of	 the	 issues	 raised	 by	 the	 petitioners	 are unsupported	and	without	merit.	Furthermore,	Non-Utility	Nuclear	believes	that	it	will	carry	its	burden	of	proof	with	respect	to	any	issues	that	were admitted	for	evidentiary	hearings.	Non-Utility	Nuclear	will	continue	to	work	with	the	NRC	Staff	as	it	completes	its	technical	and	environmental reviews	of	the	license	renewal	application,	and	expects	to	obtain	20-year	license	renewals	for	Indian	Point	2	and	Indian	Point	3	in	2011.

The	Pilgrim	and	Vermont	Yankee	plants	are	a	part	of	Independent	System	Operator	(ISO)	New	England	and	the	FitzPatrick	and	Indian	Point	plants are	part	of	 the	New	York	Independent	System	Operator	(NYISO).	The	Palisades	plant	is	part	of	the	Midwest	Independent	System	Operator (MidwestISO).	The	primary	purpose	of	ISO	New	England	is	to	direct	the	operations	of	the	major	generation	and	transmission	facilities	in	the	New England	region	and	the	primary	purpose	of	NYISO	is	to	direct	the	operations	of	the	major	generation	and	transmission	facilities	in	New	York	state. The	primary	purpose	of	MidwestISO	is	to	direct	the	operations	of	the	major	generation	and	transmission	facilities	in	15	U.S.	states	and	Manitoba.

# Energy	and	Capacity	Sales

As	a	wholesale	generator,	Entergy's	Non-Utility	Nuclear	business's	core	business	is	selling	energy,	measured	in	MWh,	to	its	customers.	Non- Utility	Nuclear	enters	into	forward	contracts	with	its	customers	and	sells	energy	in	the	day	ahead	or	spot	markets.	In	addition	to	selling	the	energy produced	by	its	plants,	Non-Utility	Nuclear	sells	unforced	capacity	to	load-serving	entities,	which	allows	those	companies	to	meet	specified	reserve and	related	requirements	placed	on	them	by	the	ISOs	in	their	respective	areas.	Non-Utility	Nuclear's	forward	fixed	price	power	contracts	consist	of contracts	 to	 sell	 energy	 only,	 contracts	 to	 sell	 capacity	 only,	 and	 bundled	 contracts	 in	 which	 it	 sells	 both	 capacity	 and	 energy.	 While	 the terminology	and	payment	mechanics	vary	in	these	contracts,	each	of	these	types	of	contracts	requires	Non-Utility	Nuclear	to	deliver	MWh	of energy	to	its	counterparties,	make	capacity	available	to	them,	or	both.	See	"Commodity	Price	Risk	-	Power	Generation"	in	Entergy	Corporation	and Subsidiaries	Management's	Discussion	and	Analysis	for	additional	information	regarding	these	contracts.

In	addition	to	the	contracts	discussed	in	"Commodity	Price	Risk	-	Power	Generation,"	Non-Utility	Nuclear's	purchase	of	the	Vermont	Yankee	plant included	a	value	sharing	agreement	providing	for	payments	to	the	seller	in	the	event	that	the	plant's	operating	license	term	is	extended	beyond	its original	expiration	in	2012.	Under	the	value	sharing	agreement,	to	the	extent	that	the	average	annual	price	of	the	energy	sales	from	the	plant exceeds	the	specified	strike	price,	initially	$61/MWh	and	then	adjusted	annually	based	on	three	indices,	the	Non-Utility	Nuclear	business	will	pay 50%	of	the	amount	exceeding	the	strike	prices	to	the	seller.	These	payments,	if	required,	will	be	recorded	as	adjustments	to	the	purchase	price	of the	plants.	The	value	sharing	would	begin	in	2012	and	extend	into	2022.

As	part	of	the	purchase	of	the	Palisades	plant,	Entergy's	Non-Utility	Nuclear	business	executed	a	15-year	PPA	with	the	seller,	Consumers	Energy, for	100%	of	the	plant's	output,	excluding	any	future	uprates.	Under	the	purchased	power	agreement,	Consumers	Energy	will	receive	the	value	of any	new	environmental	credits	for	the	first	ten	years	of	the	agreement.	Entergy	and	Consumers	Energy	will	share	on	a	50/50	basis	the	value	of	any new	environmental	credits	for	years	11	through	15	of	the	agreement.	The	environmental	credits	are	defined	as	benefits	from	a	change	in	law	that causes	capability	of	the	plant	as	of	the	purchase	date	to	become	a	tradable	attribute	(e.g.,	emission	credit,	renewable	energy	credit,	environmental credit,	"green"	credit,	etc.)	or	otherwise	to	have	a	market	value.

Non-Utility	Nuclear's	customers	for	the	sale	of	both	energy	and	capacity	include	retail	power	providers,	utilities,	electric	power	co-operatives, power	trading	organizations	and	other	power	generation	companies.	These	customers	include	Consolidated	Edison,	NYPA,	and	Consumers	Energy, companies	from	which	Non-Utility	Nuclear	purchased	plants,	and	ISO	New	England	and	NYISO.	For	the	planned	energy	output	under	contract through	2013	as	of	December	31,	2008,	68%	of	the	planned	energy	output	is	under	contract	with	counterparties	with	public	investment	grade	credit

ratings;	31%	is	with	counterparties	with	public	non-investment	grade	credit	ratings,	primarily	a	utility	from	which	Non-Utility	Nuclear	purchased one	of	its	power	plants	and	entered	into	a	long-term	fixed-price	purchased	power	agreement;	and	1%	is	with	load-serving	entities	without	public credit	ratings.

# Competition

The	ISO	New	England	and	NYISO	markets	are	highly	competitive.	Non-Utility	Nuclear	has	approximately	85	competitors	in	New	England	and	70 competitors	in	New	York,	including	generation	companies	affiliated	with	regulated	utilities,	other	independent	power	producers,	municipal	and	co- operative	generators,	owners	of	co-generation	plants	and	wholesale	power	marketers.	Non-Utility	Nuclear	is	an	independent	power	producer,	which means	it	generates	power	for	sale	to	third	parties	at	market	prices	to	the	extent	that	the	power	is	not	sold	under	a	fixed	price	contract.	Municipal	and co-operative	generators	also	generate	power	but	use	most	of	it	to	deliver	power	to	their	municipal	or	co-operative	power	customers.	Owners	of	co- generation	plants	produce	power	primarily	for	their	own	consumption.	Wholesale	power	marketers	do	not	own	generation;	rather	they	buy	power from	generators	or	other	market	participants	and	resell	it	to	retail	providers	or	other	market	participants.	Competition	in	the	New	England	and	New York	power	markets	is	affected	by,	among	other	factors,	the	amount	of	generation	and	transmission	capacity	in	these	markets.	Based	on	the	latest available	information,	Non-Utility	Nuclear's	plants	provided	approximately	7%	of	the	aggregate	net	generation	capacity	serving	the	New	England power	 market	 and	 16%	 of	 the	 aggregate	 net	 generation	 capacity	 serving	 the	 New	 York	 power	 market.	The	 MidwestISO	 market	 includes approximately	280	participants.	The	MidwestISO	does	not	have	a	formal,	centralized	forward	capacity	market,	but	load	serving	entities	do	transact capacity	through	bilateral	contracts.	Palisades'	current	output	is	fully	contracted	to	Consumers	Energy	through	2022	and,	therefore,	Non-Utility Nuclear	does	not	expect	to	be	materially	affected	by	competition	in	the	MidwestISO	market	in	the	near	term.

# Seasonality

Non-Utility	 Nuclear's	 revenues	 and	 operating	 income	 are	 subject	 to	 mild	 fluctuations	 during	 the	 year	 due	 to	 seasonal	 factors	 and	 weather conditions.	When	outdoor	and	cooling	water	temperatures	are	lower,	generally	during	colder	months,	Non-Utility	Nuclear's	nuclear	power	plants operate	more	efficiently,	and	consequently,	it	generates	more	electricity	and	records	higher	revenues	and	operating	income.	Although	some	of	its annual	contracts	provide	for	monthly	pricing,	Non-Utility	Nuclear	derives	the	majority	of	its	revenues	from	fixed	price	forward	power	sales	that are	generally	sold	at	a	single	price	for	a	calendar	year,	which	can	offset	the	effects	of	seasonality	and	weather	conditions	on	monthly	power	prices.

See	"Fuel	Supply,	Nuclear	Fuel"	in	the	Utility	portion	of	Part	I,	Item	1	for	a	discussion	of	the	nuclear	fuel	cycle	and	markets.	The	enriched uranium	requirements	for	Pilgrim,	FitzPatrick,	Indian	Point	2,	Indian	Point	3,	Vermont	Yankee	and	Palisades	are	met	pursuant	to	contracts	made by	Entergy	Nuclear	Fuels	Company,	a	wholly-owned	subsidiary.	Entergy	Nuclear	Fuels	Company	is	responsible	for	contracts	to	acquire	nuclear materials,	except	for	fuel	fabrication,	for	Non-Utility	Nuclear's	nuclear	power	plants,	while	Entergy	Nuclear	Operations,	Inc.	acts	as	the	agent	for the	purchase	of	nuclear	fuel	assembly	fabrication	services.	All	contracts	for	the	disposal	of	spent	nuclear	fuel	are	between	the	DOE	and	each	of	the nuclear	power	plants.

# Other	Business	Activities

Entergy	Nuclear	Power	Marketing,	LLC	(ENPM)	was	formed	in	2005	to	centralize	the	power	marketing	function	for	Non-Utility	Nuclear.	Upon	its formation,	ENPM	entered	into	long-term	power	purchase	agreements	with	the	Non-Utility	Nuclear	subsidiaries	that	own	that	business's	power plants	(generating	subsidiaries).	As	part	of	a	series	of	agreements,	ENPM	agreed	to	assume	and/or	otherwise	service	the	existing	power	purchase agreements	that	were	in	effect	between	the	generating	subsidiaries	and	their	customers.	ENPM	functions	include	origination	of	new	energy	and capacity	transactions,	generation	scheduling,	contract	management	(including	billing	and	settlements),	and	market	and	credit	risk	mitigation.

Entergy	Nuclear,	Inc.	pursues	service	agreements	with	other	nuclear	power	plant	owners	who	seek	the	advantages	of	Entergy's	scale	and	expertise but	do	not	necessarily	want	to	sell	their	assets.	Services	provided	by	either	Entergy	Nuclear,	Inc.	or	other	Non-Utility	Nuclear	subsidiaries	include engineering,	operations	and	maintenance,	fuel	procurement,	management	and	supervision,	technical	support	and	training,

administrative	support,	and	other	managerial	or	technical	services	required	to	operate,	maintain,	and	decommission	nuclear	electric	power	facilities. Entergy	Nuclear,	Inc.	provided	decommissioning	services	for	the	Maine	Yankee	nuclear	power	plant	and	continues	to	pursue	opportunities	for Non-Utility	Nuclear	with	other	nuclear	plant	owners	through	operating	agreements	or	innovative	arrangements	such	as	structured	leases.

In	September	2003,	Entergy's	Non-Utility	Nuclear	business	agreed	to	provide	plant	operation	support	services	for	the	800	MW	Cooper	Nuclear Station	located	near	Brownville,	Nebraska.	The	contract	is	for	10	years,	the	remaining	term	of	the	plant's	current	operating	license.	Entergy	will receive	$14	million	in	each	of	the	remaining	years	of	the	contract.	Entergy	can	also	receive	up	to	$6	million	more	per	year	if	safety	and	regulatory goals	are	met.	In	addition,	Entergy	will	be	reimbursed	for	all	employee-related	expenses.	In	2006,	Entergy	Nuclear,	Inc.	signed	an	agreement	to provide	license	renewal	services	for	the	Cooper	Nuclear	Station.

Entergy	Nuclear,	Inc.	offers	operating	license	renewal	and	life	extension	services	to	nuclear	power	plants	owners.	Entergy	Nuclear	Inc.,	through	its subsidiary,	TLG	Services,	offers	decommissioning,	engineering,	and	related	services	to	nuclear	power	plant	owners.

# Non-Nuclear	Wholesale	Assets	Business

The	non-nuclear	wholesale	assets	business	sells	to	wholesale	customers	the	electric	power	produced	by	power	plants	that	it	owns	while	it	focuses on	improving	performance	and	exploring	sales	or	restructuring	opportunities	for	its	power	plants.	Such	opportunities	are	evaluated	consistent	with Entergy's	market-based	point-of-view.

The	capacity	of	the	generating	stations	owned	in	Entergy's	non-nuclear	wholesale	assets	business	as	of	December	31,	2008	is	indicated	below:

| Plant | Location | Ownership | Capacity(1) | Type |
| :--- | :--- | :--- | :--- | :--- |
| Ritchie\tUnit\t2,\t544\tMW | \tHelena,\tAR | 100% | 544\tMW | \tGas/Oil |
| Independence\tUnit\t2,\t842\tMW \tNewark,\tAR | Independence\tUnit\t2,\t842\tMW \tNewark,\tAR | 14% | 121\tMW(2) | \tCoal |
| Top\tof\tIowa,\t80\tMW\t(3) | \tWorth\tCounty,\tIA | 50% | 40\tMW | \tWind |
| White\tDeer,\t80\tMW\t(3) | \tAmarillo,\tTX | 50% | 40\tMW | \tWind |
| RS\tCogen,\t425\tMW\t(3) | \tLake\tCharles,\tLA | 50% | 213\tMW | \tGas/Steam |
| Harrison\tCounty,\t550\tMW | \tMarshall,\tTX | 61% | 335\tMW(2) | \tCombined\tCycle |

Gas	Turbine

(1) "Net	Owned	Capacity"	refers	to	the	nameplate	rating	on	the	generating	unit.

(2) The	owned	MW	capacity	 is	 the	portion	of	 the	plant	capacity	owned	by	Entergy's	non-nuclear

wholesale	assets	business.	For	a	complete	listing	of	Entergy's	jointly-owned	generating	stations,

refer	to	"Jointly-Owned	Generating	Stations"	in	Note	1	to	the	financial	statements.

(3) Indirectly	owned	through	interests	in	unconsolidated	joint	ventures.

In	addition	to	these	generating	stations,	Entergy's	non-nuclear	wholesale	assets	business	has	a	contract	to	take	60	MW	of	the	power	from	a	portion of	the	Nelson	6	coal	plant	owned	by	a	third	party.

# Entergy-Koch,	LP

Entergy-Koch	is	a	limited	partnership	owned	50%	each	by	Entergy	and	Koch	Industries,	Inc,	through	subsidiaries.	Entergy-Koch	began	operations on	February	1,	2001.	Entergy	contributed	most	of	the	assets	and	trading	contracts	of	its	power	marketing	and	trading	business	and

$414	million	cash	to	the	venture	and	Koch	contributed	its	approximately	8,000-mile	Koch	Gateway	Pipeline	(renamed	Gulf	South	Pipeline),	gas storage	facilities,	and	Koch	Energy	Trading,	which	marketed	and	traded	electricity,	gas,	weather	derivatives,	and	other	energy-related	commodities and	services.	As	specified	in	the	partnership	agreement,	Entergy	contributed	an	additional	$72.7	million	to	the	partnership	in	January	2004.

In	the	fourth	quarter	of	2004,	Entergy-Koch	sold	its	energy	trading	and	pipeline	businesses	to	third	parties.	The	sales	came	after	a	review	of strategic	alternatives	for	enhancing	the	value	of	Entergy-Koch,	LP.	Entergy	received	$862	million	of	cash	distributions	in	2004	from	Entergy-Koch after	 the	 business	 sales.	Due	 to	 the	 November	 2006	 expiration	 of	 contingencies	 on	 the	 sale	 of	 Entergy-Koch's	 trading	 business,	 and	 the corresponding	release	to	Entergy-Koch	of	sales	proceeds	held	in	escrow,	Entergy	received	additional	cash	distributions	of	approximately	$163 million	during	the	fourth	quarter	of	2006	and	recorded	a	gain	of	approximately	$55	million	(net-of-tax).	Entergy	expects	future	distributions	upon liquidation	of	the	partnership	will	be	less	than	$35	million.

# Entergy-Koch	is	no	longer	an	operating	entity.

# Regulation	of	Entergy's	Business

# Energy	Policy	Act	of	2005

The	Energy	Policy	Act	of	2005	became	law	in	August	2005.	The	legislation	contains	electricity	provisions	that,	among	other	things:

Repealed	PUHCA	1935,	through	enactment	of	PUHCA	2005,	effective	February	8,	2006;	PUHCA	2005	and/or	related	amendments	to Section	203(a)	of	the	Federal	Power	Act	(a)	remove	various	limitations	on	Entergy	Corporation	as	a	registered	holding	company	under PUHCA	1935;	(b)	require	the	maintenance	and	retention	of	books	and	records	by	certain	holding	company	system	companies	for	inspection by	the	FERC	and	state	commissions,	as	appropriate;	and	(c)	effectively	leave	to	the	jurisdiction	of	the	FERC	(or	state	or	local	regulatory bodies,	as	appropriate)	(i)	the	issuance	by	an	electric	utility	of	securities;	(ii)	(A)	the	disposition	of	jurisdictional	FERC	electric	facilities	by an	electric	utility;	(B)	the	acquisition	by	an	electric	utility	of	securities	of	an	electric	utility;	(C)	the	acquisition	by	an	electric	utility	of	electric generating	facilities	(in	each	of	the	cases	in	(A),	(B)	and	(C)	only	in	transactions	in	excess	of	$10	million);	(iv)	electric	public	utility	mergers; and	(v)	the	acquisition	by	an	electric	public	utility	holding	company	of	securities	of	an	electric	public	utility	company	or	its	holding	company in	excess	of	$10	million	or	the	merger	of	electric	public	utility	holding	company	systems.	PUHCA	2005	and	the	related	FERC	rule-making also	provide	a	savings	provision	which	permits	continued	reliance	on	certain	PUHCA	1935	rules	and	orders	after	the	repeal	of	PUHCA	1935. Codifies	the	concept	of	participant	funding	or	cost	causation,	a	form	of	cost	allocation	for	transmission	interconnections	and	upgrades,	and allows	the	FERC	to	apply	participant	funding	in	all	regions	of	the	country.	Participant	funding	helps	ensure	that	a	utility's	native	load customers	only	bear	the	costs	that	are	necessary	to	provide	reliable	transmission	service	to	them	and	not	bear	costs	imposed	by	generators (the	participants)	who	seek	to	deliver	power	to	other	regions.

Provides	financing	benefits,	including	loan	guarantees	and	production	tax	credits,	for	new	nuclear	plant	construction,	and	reauthorizes	the Price-Anderson	Act,	the	law	that	provides	an	umbrella	of	insurance	protection	for	the	payment	of	public	liability	claims	in	the	event	of	a major	nuclear	power	plant	incident.

Revises	current	tax	law	treatment	of	nuclear	decommissioning	trust	funds	by	allowing	regulated	and	non-regulated	taxpayers	to	make deductible	contributions	to	fund	the	entire	amount	of	estimated	future	decommissioning	costs.

Provides	a	more	rapid	tax	depreciation	schedule	for	transmission	assets	to	encourage	investment.

Creates	mandatory	electricity	reliability	guidelines	with	enforceable	penalties	to	help	ensure	that	the	nation's	power	transmission	grid	is	kept in	good	repair	and	that	disruptions	in	the	electricity	system	are	minimized.		Entergy	already	voluntarily	complies	with	National	Electricity Reliability	Council	standards,	which	are	similar	to	the	guidelines	mandated	by	the	Energy	Policy	Act	of	2005.

Establishes	conditions	for	the	elimination	of	the	Public	Utility	Regulatory	Policy	Act's	(PURPA)	mandatory	purchase	obligation	from qualifying	facilities.

Significantly	increased	the	FERC's	authorization	to	impose	criminal	and	civil	penalties	for	violations	of	the	provisions	of	the	Federal	Power Act.

# Federal	Power	Act

# The	Federal	Power	Act	regulates:

the	transmission	and	wholesale	sale	of	electric	energy	in	interstate	commerce;

sales	or	acquisition	of	certain	assets;

the	licensing	of	certain	hydroelectric	projects;

certain	other	activities,	including	accounting	policies	and	practices	of	electric	and	gas	utilities;	and

changes	in	control	of	FERC	jurisdictional	entities	or	rate	schedules.

The	Federal	Power	Act	gives	FERC	jurisdiction	over	the	rates	charged	by	System	Energy	for	Grand	Gulf	capacity	and	energy	provided	to	Entergy Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	and	over	some	of	the	rates	charged	by	Entergy	Arkansas	and	Entergy Gulf	 States	 Louisiana.	FERC	also	regulates	 the	rates	charged	for	 intrasystem	sales	pursuant	 to	 the	System	Agreement	and	 the	provision	of transmission	service	to	wholesale	market	participants.

Entergy	Arkansas	holds	a	FERC	license	that	expires	in	2053	for	two	hydroelectric	projects	totaling	70	MW	of	capacity.

# State	Regulation

Entergy	Arkansas	is	subject	to	regulation	by	the	APSC,	which	includes	the	authority	to:

oversee	utility	service;

set	retail	rates;

determine	reasonable	and	adequate	service;

require	proper	accounting;

control	leasing;

control	the	acquisition	or	sale	of	any	public	utility	plant	or	property	constituting	an	operating	unit	or	system;

set	rates	of	depreciation;

issue	certificates	of	convenience	and	necessity	and	certificates	of	environmental	compatibility	and	public	need;	and

regulate	the	issuance	and	sale	of	certain	securities.

To	the	extent	authorized	by	governing	legislation,	Entergy	Texas	is	subject	to	the	original	jurisdiction	of	the	municipal	authorities	of	a	number	of incorporated	cities	in	Texas	with	appellate	jurisdiction	over	such	matters	residing	in	the	PUCT.	Entergy	Texas	is	also	subject	to	regulation	by	the PUCT	as	to:

retail	rates	and	service	in	unincorporated	areas	of	its	service	territory;

customer	service	standards;

certification	of	new	transmission	lines;	and

extensions	of	service	into	new	areas.

Entergy	Gulf	States	Louisiana's	electric	and	gas	business	and	Entergy	Louisiana	are	subject	to	regulation	by	the	LPSC	as	to:

utility	service;

retail	rates	and	charges;

certification	of	generating	facilities;

power	or	capacity	purchase	contracts;	and

depreciation,	accounting,	and	other	matters.

Entergy	Louisiana	is	also	subject	to	the	jurisdiction	of	the	City	Council	with	respect	to	such	matters	within	Algiers	in	Orleans	Parish,	although	the precise	scope	of	that	jurisdiction	differs	from	that	of	the	LPSC.

Entergy	Mississippi	is	subject	to	regulation	by	the	MPSC	as	to	the	following:

utility	service; service	areas; facilities;	and retail	rates.

Entergy	 Mississippi	 is	 also	 subject	 to	 regulation	 by the	APSC	 as to the	 certificate	 of	 environmental	 compatibility	 and	 public	 need for the Independence	Station,	which	is	located	in	Arkansas.

Entergy	New	Orleans	is	subject	to	regulation	by	the	City	Council	as	to	the	following:

standards	of	service;

depreciation,	accounting,	and	issuance	and	sale	of	certain	securities;	and other	matters.

# Regulation	of	the	Nuclear	Power	Industry

# Atomic	Energy	Act	of	1954	and	Energy	Reorganization	Act	of	1974

Under	the	Atomic	Energy	Act	of	1954	and	the	Energy	Reorganization	Act	of	1974,	the	operation	of	nuclear	plants	is	heavily	regulated	by	the	NRC, which	has	broad	power	to	impose	licensing	and	safety-related	requirements.	The	NRC	has	broad	authority	to	impose	fines	or	shut	down	a	unit,	or both,	 depending	 upon	 its	 assessment	 of	 the	 severity	 of	 the	 situation,	 until	 compliance	 is	 achieved.	Entergy	Arkansas,	 Entergy	 Gulf	 States Louisiana,	Entergy	Louisiana,	and	System	Energy,	as	owners	of	all	or	portions	of	ANO,	River	Bend,	Waterford	3,	and	Grand	Gulf,	respectively, and	Entergy	Operations,	as	the	licensee	and	operator	of	these	units,	are	subject	to	the	jurisdiction	of	the	NRC.	Entergy's	Non-Utility	Nuclear business	is	subject	to	the	NRC's	jurisdiction	as	the	owner	and	operator	of	Pilgrim,	Indian	Point	Energy	Center,	FitzPatrick,	Vermont	Yankee,	and Palisades.	Substantial	capital	expenditures	at	Entergy's	nuclear	plants	because	of	revised	safety	requirements	of	the	NRC	could	be	required	in	the future.

# Indian	Point	Emergency	Notification	System

Pursuant	 to	 federal	 law	 and	 an	 NRC	 order,	 Non-Utility	 Nuclear's	 Indian	 Point	 Energy	 Center	 is	 required	 to	 install	 a	 new	 siren	 emergency notification	system	with	certain	back	up	power	capabilities.		Due	to	the	complexity	of	the	technology	employed	in	this	system,	among	other	things, Entergy	Nuclear	Operations,	Inc.,	the	operator	of	Non-Utility	Nuclear's	power	plants,	was	unable	to	meet	the	April	15,	2007	operability	date previously	approved	by	the	NRC.		Based	on	this	delay,	the	NRC	fined	Entergy	Nuclear	Operations,	Inc.	$130,000.		Subsequently,	the	NRC	set	a new	deadline	of	August	24,	2007	for	implementation	of	the	new	siren	system	and	this	new	deadline	was	also	not	satisfied.	On	January	24,	2008, the	NRC	fined	Entergy	Nuclear	Operations,	Inc.	$650,000	for	the	continuing	delay	in	implementation	of	the	new	siren	system	beyond	the	August 24,	2007	deadline.	The	new	emergency	notification	system	was	placed	into	service	August	27,	2008,	following	approval	by	FEMA.	The	new notification	system	will	undergo	a	one-year	review	by	FEMA	and	the	NRC.	During	this	time,	the	old	siren	system	will	be	maintained	and	will remain	available	if	needed.

# Nuclear	Waste	Policy	Act	of	1982

# Spent	Nuclear	Fuel

Under	the	Nuclear	Waste	Policy	Act	of	1982,	the	DOE	is	required,	for	a	specified	fee,	to	construct	storage	facilities	for,	and	to	dispose	of,	all	spent nuclear	fuel	and	other	high-level	radioactive	waste	generated	by	domestic	nuclear	power	reactors.	Entergy's	nuclear	owner/licensee	subsidiaries provide	for	the	estimated	future	disposal	costs	of	spent	nuclear	fuel	in	accordance	with	the	Nuclear	Waste	Policy	Act	of	1982.	The	affected	Entergy companies	entered	into	contracts	with	the	DOE,	whereby	the	DOE	will	furnish	disposal	service	at	a	cost	of	one	mill	per	net	kWh	generated	and sold	after	April	7,	1983,	plus	a	one-time	fee	for	generation	prior	to	that	date.	Entergy	Arkansas	is	the	only	one	of	the	Utility	operating	companies that	generated	electric	power	with	nuclear	fuel	prior	to	that	date	and	has	a	recorded	liability	as	of	December	31,	2008	of	$180.4	million	for	the	one- time	fee.	Entergy's	Non-Utility	Nuclear	business	has	accepted	assignment	of	the	Pilgrim,	FitzPatrick,	Indian	Point	3,	Indian	Point	1	and	2,	Vermont Yankee,	and	Palisades/Big	Rock	Point	spent	fuel	disposal	contracts	with	the	DOE	held	by	their	previous	owners.	The	previous	owners	have	paid	or retained	liability	for	the	fees	for	all	generation	prior	to	the	purchase	dates	of	those	plants.	The	fees	payable	to	the	DOE	may	be	adjusted	in	the future	to	assure	full	recovery.	Entergy	considers	all	costs	incurred	for	the	disposal	of	spent	nuclear	fuel,	except	accrued	interest,	to	be	proper components	of	nuclear	fuel	expense.	Provisions	to	recover	such	costs	have	been	or	will	be	made	in	applications	to	regulatory	authorities	for	the Utility	plants.	Entergy's	total	spent	fuel	fees	to	date,	including	the	one-time	fee	liability	of	Entergy	Arkansas,	have	surpassed	$1	billion.

The	permanent	spent	fuel	repository	in	the	U.S.	has	been	legislated	to	be	Yucca	Mountain,	Nevada.	The	DOE	is	required	by	law	to	proceed	with the	licensing	(the	DOE	filed	the	license	application	in	June	2008)	and,	after	the	license	is	achieved	(granted	by	the	NRC),	proceed	with	the repository	construction	and	commencement	of	receipt	of	spent	fuel.	Because	the	DOE	has	not	begun	accepting	spent	fuel,	it	is	in	non-compliance with	the	Nuclear	Waste	Policy	Act	of	1982	and	has	breached	its	spent	fuel	disposal	contracts.	The	DOE	continues	to	have	delays	in	meeting	its obligation.	Uncertainty	remains	regarding	the	time	frame	under	which	the	DOE	will	begin	to	accept	spent	fuel	from	Entergy's	facilities	for	storage or	disposal.	As	a	result,	continuing	future	expenditures	will	be	required	to	increase	spent	fuel	storage	capacity	at	Entergy's	nuclear	sites.

As	a	result	of	the	DOE's	failure	to	begin	disposal	of	spent	nuclear	fuel	in	1998	pursuant	to	the	Nuclear	Waste	Policy	Act	of	1982	and	the	spent	fuel disposal	 contracts,	 Entergy's	 nuclear	 owner/licensee	 subsidiaries	 have	 incurred	 and	 will	 continue	 to	 incur	 damages.	 	 These	 subsidiaries	 in November	2003	began	litigation	to	recover	the	damages	caused	by	the	DOE's	delay	in	performance.		In	two	separate	decisions	in	October	2007, the	U.S.	Court	of	Federal	Claims	awarded	$10.0	million	jointly	to	System	Fuels,	System	Energy,	and	SMEPA,	and	awarded	$48.7	million	jointly	to System	Fuels	and	Entergy	Arkansas,	in	damages	related	to	the	DOE's	breach	of	its	obligations.	Both	decisions	are	subject	to	appeal	by	the	DOE, and	the	DOE	has	filed	a	notice	of	appeal	of	the	Entergy	Arkansas	decision	to	the	U.S.	Court	of	Appeals	for	the	Federal	Circuit.	The	appeal	period for	the	System	Energy	decision	is	still	open.	Management	cannot	predict	the	timing	or	amount	of	any	potential	recoveries	on	other	claims	filed	by Entergy	subsidiaries,	and	cannot	predict	the	timing	of	any	eventual	receipt	from	the	DOE	of	the	U.S.	Court	of	Federal	Claims	damage	awards.

Pending	DOE	acceptance	and	disposal	of	spent	nuclear	fuel,	the	owners	of	nuclear	plants	are	providing	their	own	spent	fuel	storage.		Storage capability	additions	using	dry	casks	began	operations	at	Palisades	in	1993,	at	ANO	in	1996,	at	FitzPatrick	in	2002,	at	River	Bend	in	2005,	at	Grand Gulf	in	2006,	and	at	Indian	Point	and	Vermont	Yankee	in	2008.	 These	facilities	will	be	expanded	as	needed.	Current	on-site	spent	fuel	storage capacity	at	Waterford	3	and	Pilgrim	is	estimated	to	be	sufficient	until	approximately	2012	and	2014,	respectively;	by	which	time	dry	cask	storage facilities	are	planned	to	be	placed	into	service	at	these	units.

# Nuclear	Plant	Decommissioning

Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	System	Energy	are	entitled	to	recover	from	customers	through	electric rates	the	estimated	decommissioning	costs	for	ANO,	the	portion	of	River	Bend	subject	to	retail	rate	regulation,	Waterford	3,	and	Grand	Gulf, respectively.	These	amounts	are	deposited	in	trust	funds	that	can	only	be	used	for	future	decommissioning	costs.	Entergy

periodically	reviews	and	updates	estimated	decommissioning	costs	to	reflect	inflation	and	changes	in	regulatory	requirements	and	technology,	and

then	makes	applications	to	the	regulatory	authorities	to	reflect,	in	rates,	the	changes	in	projected	decommissioning	costs.

In	June	2001,	Entergy	Arkansas	received	notification	from	the	NRC	of	approval	for	a	renewed	operating	license	authorizing	operations	at	ANO	1 through	May	2034.	In	July	2005,	Entergy	Arkansas	received	notification	from	the	NRC	of	approval	for	a	renewed	operating	license	authorizing operations	at	ANO	2	through	July	2038.	Entergy	Arkansas'	projections	showed	that	with	the	assumption	of	20	years	of	extended	operational	life for	both	units,	the	decommissioning	fund	balances	with	earnings	over	the	extended	life	would	be	sufficient	to	decommission	both	units.	Pursuant	to APSC	approval,	which	was	granted	based	on	the	extended	life	assumptions,	beginning	in	2001	Entergy	Arkansas	stopped	collecting	funds	to decommission	ANO	1	and	2.	The	APSC	requires	Entergy	Arkansas	to	update	every	five	years	the	estimated	costs	to	decommission	ANO.	In March	2003,	Entergy	Arkansas	filed	with	the	APSC	its	third	five-year	estimate	of	ANO	decommissioning	costs.	The	updated	estimate	indicated the	cost	to	decommission	the	two	ANO	units	would	be	$936	million.

In	December	2002,	the	LPSC	approved	a	settlement	between	Entergy	Gulf	States,	Inc.	and	the	LPSC	staff.	The	settlement	included,	among	other things,	the	requirement	to	cease	collection	of	funds	to	decommission	River	Bend	based	on	an	assumed	license	renewal	for	River	Bend.

As	 part	 of	 the	 Pilgrim,	 Indian	 Point	 1	 and	 2,	 Vermont	 Yankee,	 and	 Palisades/Big	 Rock	 Point	 purchases,	 the	 former	 owners	 transferred decommissioning	trust	funds,	along	with	the	liability	to	decommission	the	plants,	to	Entergy.	As	part	of	the	Indian	Point	1	and	2	purchase,	Entergy also	funded	an	additional	$25	million	 to	 the	decommissioning	 trust	fund.	As	part	of	 the	Palisades	 transaction,	Non-Utility	Nuclear	assumed responsibility	for	spent	fuel	at	the	decommissioned	Big	Rock	Point	nuclear	plant,	which	is	located	near	Charlevoix,	Michigan.	Once	the	spent	fuel is	removed	from	 the	site,	Non-Utility	Nuclear	will	dismantle	 the	spent	fuel	storage	facility	and	complete	site	decommissioning.	Non-Utility Nuclear	expects	to	fund	this	activity	from	operating	revenue,	and	Non-Utility	Nuclear	is	providing	$5	million	in	credit	support	to	provide	financial assurance	for	this	obligation	to	the	NRC.

Additional	information	with	respect	to	decommissioning	costs	is	found	in	Note	9	to	the	financial	statements.

# Price-Anderson	Act

The	Price-Anderson	Act	requires	that	reactor	licensees	purchase	insurance	and	participate	in	a	secondary	insurance	pool	that	provides	insurance coverage	for	the	public	in	the	event	of	a	nuclear	power	plant	accident.	The	costs	of	this	insurance	are	borne	by	the	nuclear	power	industry. Congress	amended	and	renewed	the	Price-Anderson	Act	in	2005	for	a	term	through	2025.	The	Price-Anderson	Act	limits	contingent	liability	for	a single	nuclear	incident	to	approximately	$117.5	million	per	reactor	(with	104	nuclear	industry	reactors	currently	participating).	Entergy	Arkansas, Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	System	Energy,	and	Entergy's	Non-Utility	Nuclear	business	have	protection	with	respect	to	this liability	through	a	combination	of	private	insurance	and	an	industry	assessment	program,	as	well	as	insurance	for	property	damage,	costs	of replacement	power,	and	other	risks	relating	to	nuclear	generating	units.	The	Price-Anderson	Act	and	insurance	applicable	to	the	nuclear	programs of	Entergy	are	discussed	in	more	detail	in	Note	8	to	the	financial	statements.

# Environmental	Regulation

Entergy's	facilities	and	operations	are	subject	to	regulation	by	various	governmental	authorities	having	jurisdiction	over	air	quality,	water	quality, control	of	toxic	substances	and	hazardous	and	solid	wastes,	and	other	environmental	matters.	Management	believes	that	its	affected	companies	are in	substantial	compliance	with	environmental	regulations	currently	applicable	to	their	facilities	and	operations.	Because	environmental	regulations are	subject	to	change,	future	compliance	requirements	and	costs	cannot	be	precisely	estimated.	Except	to	the	extent	discussed	below,	at	this	time compliance	 with	 federal,	 state,	 and	 local	 provisions	 regulating	 the	 discharge	 of	 materials	 into	 the	 environment,	 or	 otherwise	 protecting	 the environment,	is	incorporated	into	the	routine	cost	structure	of	Entergy's	businesses	and	is	not	expected	to	have	a	material	adverse	effect	on	their competitive	position,	results	of	operations,	cash	flows	or	financial	position.

# Clean	Air	Act	and	Subsequent	Amendments

The	Clean	Air	Act	and	its	subsequent	Amendments	(the	Clean	Air	Act)	established	several	programs	that	currently	or	in	the	future	may	affect Entergy's	fossil-fueled	generation	facilities.	Individual	states	also	operate	similar	independent	state	programs	or	delegated	federal	programs	that may	include	requirements	more	stringent	than	federal	regulatory	requirements.	These	programs	include:

New	source	review	and	preconstruction	permits	for	new	sources	of	criteria	air	pollutants	and	significant	modifications	to	existing	facilities; Acid	rain	program	for	control	of	sulfur	dioxide	(SO )	and	nitrogen	oxides	(NO ); 2 x

Nonattainment	area	programs	for	control	of	criteria	air	pollutants;

Hazardous	air	pollutant	emissions	reduction	program;

Interstate	Air	Transport;

Operating	permits	program	for	administration	and	enforcement	of	these	and	other	Clean	Air	Act	programs;	and

Regional	Haze	and	Best	Available	Retrofit	Technology	programs.

# New	Source	Review	(NSR)

Preconstruction	permits	are	required	for	new	facilities	and	for	existing	facilities	that	undergo	a	modification	that	is	not	classified	as	routine	repair, maintenance,	or	replacement.	Units	that	undergo	a	non-routine	modification	must	obtain	a	permit	modification	and	may	be	required	to	install additional	 air	 pollution	 control	 technologies.	Entergy	has	an	established	process	for	 identifying	modifications	requiring	additional	permitting approval	 and	 has	 followed	 the	 regulations	 and	 associated	 guidance	 provided	 by	 the	 states	 and	 the	 federal	 government	 with	 regard	 to	 the determination	of	routine	repair,	maintenance,	and	replacement.	In	recent	years,	however,	the	EPA	has	begun	an	enforcement	initiative,	aimed primarily	at	coal	plants,	to	identify	modifications	that	it	does	not	consider	routine	and	that	have	failed	to	obtain	a	permit	modification.	Entergy	to date	has	not	been	included	in	any	of	these	enforcement	actions.	Nevertheless,	various	courts	and	the	EPA	have	been	inconsistent	in	their	judgments regarding	what	modifications	are	considered	routine.

In	April	2007	the	U.S.	Supreme	Court	ruled	that	the	applicability	of	Clean	Air	Act	NSR	requirements	is	not	limited	only	to	modifications	that create	an	increase	in	hourly	emission	rates,	but	also	can	apply	to	modifications	that	create	an	increase	in	annual	emission	rates	(Environmental Defense	v.	Duke	Energy).	This	holding	reversed	a	Fourth	Circuit	Court	of	Appeals	decision	limiting	the	applicability	of	NSR.	This	Supreme	Court decision	has	resulted	in	a	renewed	effort	by	the	EPA	to	bring	enforcement	actions	against	electric	generating	units	for	major	non-permitted	facility modifications.

# Acid	Rain	Program

The	Clean	Air	Act	provides	SO 2 allowances	to	most	of	the	affected	Entergy	generating	units	for	emissions	based	upon	past	emission	levels	and operating	characteristics.	Each	allowance	is	an	entitlement	to	emit	one	ton	of	SO 2 	per	year.	Plant	owners	are	required	to	possess	allowances	for	SO 2 emissions	from	affected	generating	units.	Virtually	all	Entergy	fossil-fueled	generating	units	are	subject	to	SO 2 	allowance	requirements.	Entergy could	be	required	to	purchase	additional	allowances	when	it	generates	power	using	fuel	oil.	Fuel	oil	usage	is	determined	by	economic	dispatch	and influenced	by	the	price	of	natural	gas,	incremental	emission	allowance	costs,	and	the	availability	and	cost	of	purchased	power.

# Ozone	Nonattainment

Entergy	Texas	and	Entergy	Gulf	States	Louisiana	each	operate	fossil-fueled	generating	units	in	geographic	areas	that	are	not	in	attainment	of	the currently-enforced	 national	 ambient	 air	 quality	 standards	 for	 ozone.	Texas	 nonattainment	 areas	 that	 affect	 Entergy	 Texas	 are	 the	 Houston- Galveston-Brazoria	and	the	Beaumont-Port	Arthur	areas.	In	Louisiana,	Entergy	Gulf	States	Louisiana	is	affected	by	the	nonattainment	status	of	the Baton	Rouge	area.	Areas	in	nonattainment	are	classified	as	"marginal",	"moderate,"	"serious,"	or	"severe."	When	an	area	fails	to	meet	the	ambient air	standard,	the	EPA	requires	state	regulatory	authorities	to	prepare	state	implementation	plans	meant	to	cause	progress	toward	bringing	the	area into	attainment	with	applicable	standards.

In	April	2004,	the	EPA	issued	a	final	rule,	effective	June	2005,	revoking	a	1-hour	ozone	standard,	including	designations	and	classifications.	 In	a separate	action	over	the	same	period,	the	EPA	enacted	8-hour	ozone	nonattainment	classifications	and	stated	that	areas	designated	as	nonattainment under	a	new	8-hour	ozone	standard	shall	have	one	year	to	adjust	to	the	new	requirements	with	submittal	of	a	new	attainment	plan.

For	Louisiana,	the	Baton	Rouge	area	was	classified	as	a	''marginal"	(rather	than	"severe")	nonattainment	area	under	the	new	standard	with	an attainment	date	of	June	15,	2007.	On	March	21,	2008,	the	EPA	published	a	notice	that	the	Baton	Rouge	area	had	failed	to	meet	the	standard	by	the attainment	date	and	was	proceeding	with	a	"bump-up"	of	the	area	to	the	next	higher	nonattainment	level.	The	Baton	Rouge	area	is	now	classified	as "moderate"	nonattainment	under	the	new	standard	with	an	attainment	date	of	June	15,	2010.

For	Texas,	the	Beaumont-Port	Arthur	area	was	originally	classified	as	a	"marginal"	(rather	than	"serious")	nonattainment	area	under	the	new standard	with	an	attainment	date	of	June	15,	2007.	On	March	18,	2008,	the	EPA	published	a	notice	that	the	Beaumont-Port	Arthur	area	had	failed to	meet	the	standard	by	the	attainment	date	based	on	the	area's	2004-2006	monitoring	data	and	was	proceeding	with	a	"bump-up"	of	the	area	to	the next	 higher	 nonattainment	 level.	However,	2005-2007	monitoring	data	showed	the	area	 to	be	 in	attainment,	and	on	July	9,	2008,	 the	Texas Commission	on	Environmental	Quality	proposed	a	plan	for	EPA	re-designation	of	the	area	from	nonattainment	to	attainment	under	the	8-hour ozone	standard.

The	Houston-Galveston-Brazoria	area	was	originally	classified	as	"moderate"	nonattainment	under	the	new	standard	with	an	attainment	date	of June	15,	2010.	On	June	15,	2007,	the	Texas	governor	petitioned	the	EPA	to	reclassify	Houston-Galveston-Brazoria	from	"moderate"	to	"severe." On	 October	 1,	 2008,	 the	 EPA	 granted	 the	 request	 by	 the	 Texas	 governor	 to	 voluntarily	 reclassify	 the	 Houston-Galveston-Brazoria	 ozone nonattainment	area	from	a	"moderate"	8-hour	ozone	nonattainment	area	to	a	"severe"	8-hour	ozone	nonattainment	area.	The	EPA	also	set	April	15, 2010,	 as	 the	 date	 for	 the	 State	 of	 Texas	 to	 submit	 a	 revised	 state	 implementation	 plan	 addressing	 the	 "severe"	 ozone	 nonattainment	 area requirements	of	the	Clean	Air	Act.	The	reclassification	was	effective	on	October	31,	2008.	The	area's	new	attainment	date	for	the	8-hour	ozone standard	is	as	expeditiously	as	practicable,	but	no	later	than	June	15,	2019.

In	December	2006,	the	EPA's	revocation	of	the	1-hour	ozone	standard	was	rejected	in	a	judicial	proceeding.	As	a	result,	numerous	requirements can	return	for	areas	 that	fail	 to	meet	1-hour	ozone	 levels	by	dates	set	by	 the	 law.	These	requirements	 include	 the	potential	 to	 increase	fees significantly	for	plants	operating	in	these	areas.	In	addition,	it	is	possible	that	new	emission	controls	may	be	required.	Specific	costs	of	compliance cannot	be	estimated	at	this	time,	but	Entergy	is	monitoring	development	of	the	respective	state	implementation	plans	and	will	develop	specific compliance	strategies	as	the	plans	move	through	the	adoption	process.

On	March	12,	2008	the	EPA	reduced	the	National	Ambient	Air	Quality	Standard	for	ozone,	which	will	in	turn	place	additional	counties	and parishes	in	which	Entergy	operates	in	nonattainment	status.	States	will	then	develop	state	implementation	plans	that	outline	control	requirements	to enable	these	counties	and	parishes	to	reach	attainment	status.	Entergy	facilities	in	these	areas	may	be	subject	to	installation	of	NOx	controls,	but	the degree	 of	 control	 will	 not	 be	 known	 until	 the	 state	 implementation	 plans	 are	 developed.	Entergy	 will	 monitor	 and	 be	 involved	 in	 the	 state implementation	plans	development	process	in	states	where	Entergy	has	facilities.

# Hazardous	Air	Pollutants

In	March	2005,	the	EPA	issued	a	federal	rule	to	cap	and	reduce	mercury	emissions	from	coal-fired	power	plants.	The	Clean	Air	Mercury	Rule (CAMR)	established	"standards	of	performance"	limiting	mercury	emissions	from	new	and	existing	coal-fired	power	plants	and	created	a	market- based	cap-and-trade	program	intended	to	reduce	nationwide	utility	emissions	of	mercury	in	two	distinct	phases.	The	rule	was	challenged	in	the	U.S. Court	of	Appeals	for	the	District	of	Columbia	Circuit	(D.C.	Circuit).	On	February	8,	2008,	the	D.C.	Circuit	struck	down	CAMR	and	remanded	the rule	to	the	EPA	for	further	consideration.	A	request	for	Supreme	Court	review	of	the	D.C.	Circuit	decision	is	pending.	The	EPA	likely	will	proceed with	developing	a	Maximum	Achievable	Control	Technology	(MACT)	retrofit	standard	for	coal	and	oil-fired	units.	The	EPA	has	indicated	plans	to issue	another	Information	Collection	Request;	the	last	one	was	issued	in	1999.	It	is	currently	expected	that	the	EPA	will	propose	a	mercury	MACT rule	in	2011	with	a	final	rule	in	2013.	Entergy	is	continuing	to	conduct	mercury	research	through	coordination	with	the	Electric	Power	Research Institute	(EPRI)	and	others	and	remains	involved	in	the	current	rulemaking	process.

In	March	2005,	the	EPA	finalized	the	Clean	Air	Interstate	Rule	(CAIR),	which	is	intended	to	reduce	SO 2 	and	NOx	emissions	from	electric

generation	plants	in	order	to	improve	air	quality	in	twenty-nine	eastern	states.	The	rule	requires	a	combination	of	investment	of	capital	to	install pollution	control	equipment	and	increased	operating	costs	through	the	purchase	of	emission	allowances.	Entergy's	capital	investment	and	annual allowance	purchase	costs	under	the	Clean	Air	Interstate	Rule	will	depend	on	the	economic	assessment	of	NOx	and	SO 	allowance	markets,	the	cost 2 of	control	 technologies,	and	unit	usage.	Entergy	began	implementation	in	2007,	including	installation	of	controls	at	several	facilities	and	the development	of	an	emission	allowance	procurement	strategy.

The	effect	on	capital	spending	could	be	offset	by	emission	allowance	markets	which	allow	for	purchases	or	use	of	allocated	allowances;	however, the	allocation	of	the	emission	allowances	and	the	set	up	of	the	market	will	determine	the	ultimate	cost	to	Entergy.	Entergy	believes	that	the	original allocation	was	unfairly	skewed	towards	states	with	relatively	higher	emissions	by	the	use	of	a	fuel-adjustment	factor.	Entergy	filed	a	challenge	to this	aspect	of	the	rule	in	the	U.S.	Court	of	Appeals	for	the	District	of	Columbia	Circuit	(D.C.	Circuit).

CAIR	was	vacated	by	the	D.C.	Circuit	in	July	2008.	The	court	found	that	the	EPA	failed	to	address	basic	obligations	under	the	Clean	Air	Act's "good	neighbor"	provision	regarding	"upwind"	states'	contribution	to	air	quality	impairment	in	"downwind"	states.	The	court	also	ruled	favorably on	Entergy's	challenge,	finding	that	the	EPA	exceeded	its	statutory	authority	when	it	included	a	fuel	adjustment	factor	to	calculate	the	state	NOx emission	budgets.

On	December	23,	2008,	the	D.C.	Circuit	remanded	the	CAIR	decision	to	the	EPA	without	vacatur,	allowing	CAIR	to	become	effective	on	January 1,	2009,	while	EPA	revises	the	rule.	The	revised	rule	must	address	all	the	flaws	identified	in	the	D.C.	Circuit	decision,	including	the	use	of	a	fuel adjustment	factor	and	the	use	of	acid	rain	SO 	allowances	for	CAIR.	Entergy	has	reactivated	its	compliance	effort	for	CAIR	based	on	this	court 2 ruling.

# Regional	Haze

In	June	2005,	the	EPA	issued	final	Best	Available	Retrofit	Control	Technology	(BART)	regulations	that	could	potentially	result	in	a	requirement	to install	SO 	pollution	control	technology	on	certain	of	Entergy's	coal	and	oil	generation	units.	The	rule	leaves	certain	BART	determinations	to	the 2

states.	The	Arkansas	Department	of	Environmental	Quality	(ADEQ)	has	completed	its	State	Implementation	Plan	(SIP)

for	Arkansas	facilities	to	implement	its	obligations	under	the	Clean	Air	Visibility	Rule.	The	ADEQ	has	determined	that	Entergy	Arkansas'	White Bluff	power	plant	affects	a	Class	I	Area	visibility	and	will	be	subject	to	the	EPA's	presumptive	BART	requirements	to	install	scrubbers	and	low NOx	burners.	Under	current	regulations,	the	scrubbers	must	be	operational	by	September	2013.	On	October	2,	2008,	Entergy	Arkansas,	along	with the	co-owners	of	 the	White	Bluff	plant,	filed	a	petition	before	 the	Arkansas	Pollution	Control	and	Ecology	Commission	(APCE)	 to	modify Arkansas	environmental	Regulation	19	to	coincide	with	the	federal	date	for	implementation,	which	is	within	5	years	after	the	EPA	approves	the Arkansas	SIP.	This	action	was	considered	necessary	to	ensure	that	Entergy	Arkansas	consumers	do	not	assume	any	risk	from	early	investment	in control	equipment	that	the	EPA	could	consider	inadequate	subsequent	to	the	close	of	capital	purchase	agreements.	The	APCE	has	initiated	the rulemaking	procedure	(an	action	which	does	not	indicate	agreement	or	disagreement	with	Entergy	Arkansas'	position),	and	the	proposed	rule change	will	now	undergo	legislative	committee	review	and	a	possible	APCE	decision	on	adoption	or	rejection.	Currently,	the	project	remains	in	the planning	stages	and	has	not	been	fully	designed,	but	the	latest	conceptual	cost	estimate	indicates	that	Entergy	Arkansas'	share	of	the	project	could cost	approximately	$630	million.	At	this	time	construction	is	expected	to	begin	in	October	2010,	and	the	plant	will	continue	to	operate	during construction,	although	an	outage	will	be	necessary	to	complete	the	tie	in	of	the	scrubbers.	Entergy	continues	to	review	potential	environmental spending	needs	and	financing	alternatives	for	any	such	spending,	and	future	spending	estimates	could	change	based	on	the	results	of	this	continuing analysis.

# Potential	Legislative,	Regulatory,	and	Judicial	Developments

In	addition	 to	 the	specific	 instances	described	above,	 there	are	a	number	of	 legislative	and	regulatory	 initiatives	relating	 to	 the	reduction	of emissions	that	are	under	consideration	at	the	federal,	state,	and	local	level.	Because	of	the	nature	of	Entergy's	business,	the	adoption	of	each	of these	could	affect	its	operations.	Entergy	continues	to	monitor	these	initiatives	and	activities	in	order	to	analyze	their	potential	operational	and	cost implications.	These	initiatives	include:

designation	by	the	EPA	and	state	environmental	agencies	of	areas	that	are	not	in	attainment	with	national	ambient	air	quality	standards; introduction	of	several	bills	in	Congress	proposing	further	limits	on	NO ,	SO 	mercury,	or	limits	on	carbon	dioxide	(CO )	emissions; x 2, 2

efforts	to	implement	programs	intended	to	reduce	CO 2 	emissions	and	efforts	in	the	Congress	to	establish	a	mandatory	federal	CO 2 	emission control	structure;

passage	and	implementation	of	the	Regional	Greenhouse	Gas	Initiative	by	several	states	in	the	northeast	U.S.	and	similar	actions	in	the Midwest	and	California;

efforts	on	the	state	and	federal	level	to	codify	renewable	portfolio	standards	requiring	utilities	to	produce	or	purchase	a	certain	percentage	of their	power	from	defined	renewable	energy	sources;	and

efforts	by	certain	external	groups	to	encourage	reporting	and	disclosure	of	CO 2 	emissions	and	risk.	Entergy	has	prepared	responses	for	the

Carbon	Disclosure	Project's	(CDP)	annual	questionnaire	for	the	past	several	years	and	has	given	permission	for	those	responses	to	be	posted to	CDP's	website.

In	addition	to	these	initiatives,	certain	states	and	environmental	advocacy	groups	are	seeking	judicial	action	to	require	the	EPA	to	promulgate regulations	under	existing	provisions	of	the	Clean	Air	Act	to	control	CO2	emissions	from	power	plants.	In	April	2007	the	U.S.	Supreme	Court	held that	the	EPA	is	authorized	by	the	current	provisions	of	the	Clean	Air	Act	to	regulate	emissions	of	CO 	and	other	"greenhouse	gases"	as	"pollutants" 2

(Massachusetts	v.	EPA)	and	that	the	EPA	is	required	to	regulate	these	emissions	from	motor	vehicles	if	the	emissions	are

anticipated	to	endanger	public	health	or	welfare.	The	Supreme	Court	directed	the	EPA	to	make	further	findings	in	this	regard.	The	decision	is

expected	to	affect	a	similar	case	pending	in	the	U.S.	Court	of	Appeals	for	the	D.C.	Circuit	(Coke	Oven	Environmental	Task	Force	v.	EPA ) considering	the	same	question	under	a	similar	Clean	Air	Act	provision	in	the	context	of	CO 	emissions	from	electric	generating	units.	Although 2

Entergy	cannot	predict	how	the	D.C.	Circuit	or	the	EPA	will	react	to	the	Supreme	Court	decision,	one	outcome	could	be	a	decision	to	regulate,

under	the	Clean	Air	Act,	emissions	of	CO 	and	other	"greenhouse	gases"	from	motor	vehicles	or	from	power	plants.	Entergy	participated	as	a	friend 2

of	the	court	in	Massachusetts	v.	EPA	and	has	been	granted	the	same	status	in	Coke	Oven.	Entergy	will	continue	to	advocate	in	support	of	reasonable market-based	regulation	of	CO .	The	EPA	issued	an	advance	notice	of	public	rulemaking	on	July	11,	2008,	opening	a	120-day	public	notice	and 2

comment	period	concerning	how	the	EPA	should	respond	to	the	Supreme	Court's	decision	in	Massachusetts	v.	EPA.	Entergy	supported	comments of	various	industry	groups	advocating	national	legislation	to	address	CO 	emissions	instead	of	attempting	to	regulate	under	the	provisions	of	the 2

Clean	Air	Act.	Entergy	continues	to	monitor	these	and	similar	actions	in	order	to	analyze	their	potential	operational	and	cost	implications	and benefits.

In	anticipation	of	the	potential	imposition	of	CO 2 	emission	limits	on	the	electric	industry	in	the	future,	Entergy	has	initiated	actions	designed	to reduce	its	exposure	to	potential	new	governmental	requirements	related	to	CO 2 	emissions.	These	voluntary	actions	included	establishment	of	a formal	program	to	stabilize	power	plant	CO 2 	emissions	at	2000	levels	through	2005,	and	Entergy	succeeded	in	actually	reducing	emissions	below 2000 levels.	Entergy	 has	 now	 established	 a	 second formal	 voluntary	 program to	 stabilize	 power	 plant	 CO 2 	 emissions	 and	 emissions from controllable	power	purchases	at	20%	below	2000	levels	through	2010	and	continues	to	support	national	legislation	that	would	increase	planning certainty	for	electric	utilities	while	addressing	emissions	in	a	responsible	and	flexible	manner.	By	virtue	of	its	proportionally	large	investment	in low-	or	non-emitting	gas-fired	and	nuclear	generation	technologies,	Entergy's	overall	CO 	emission	"intensity,"	or	rate	of	CO 	emitted	per	kilowatt- 2 2

hour	of	electricity	generated,	is	already	among	the	lowest	in	the	industry.	Total	CO 2 	emissions	representing	Entergy's	ownership	share	of	power

plants	in	the	United	States	were	approximately	53.2	million	tons	in	2000,	49.6	million	tons	in	2001,	44.2	million	tons	in	2002,	36.8	million	tons	in 2003,	38.3	million	tons	in	2004,	35.6	million	tons	in	2005,	38.8	million	tons	in	2006,	40.2	million	tons	in	2007,	and	43.9	million	tons	in	2008.	In 2006,	Entergy	changed	its	method	of	calculating	emissions	and	now	includes	emissions	from	controllable	power	purchases	as	well	as	its	ownership share	of	generation,	which	accounts	for	the	increase	beginning	in	2006	compared	to	the	trend	for	the	prior	years.

# Clean	Water	Act

The	1972	amendments	to	the	Federal	Water	Pollution	Control	Act	(known	as	the	Clean	Water	Act)	provide	the	statutory	basis	for	the	National Pollutant	Discharge	Elimination	System	permit	program	and	the	basic	structure	for	regulating	the	discharge	of	pollutants	from	point	sources	to waters	of	the	United	States.	The	Clean	Water	Act	requires	all	discharges	of	pollutants	to	waters	of	the	United	States	to	be	permitted,	and	section 316(b)	of	the	Clean	Water	Act	regulates	cooling	water	intake	structures.

# 316(b)	Cooling	Water	Intake	Structures

The	EPA	finalized	new	regulations	in	July	2004	governing	the	intake	of	water	at	large	existing	power	plants	that	employ	cooling	water	intake structures.	The	rule	sought	to	reduce	perceived	impacts	on	aquatic	resources	by	requiring	covered	facilities	to	implement	technology	or	other measures	 to	 meet	 EPA-targeted	 reductions	 in	 water	 use	 and	 corresponding	 perceived	 aquatic	 impacts.	Entergy,	 other	 industry	 members	 and industry	groups,	environmental	groups,	and	a	coalition	of	northeastern	and	mid-Atlantic	states	challenged	various	aspects	of	the	rule.	In	January 2007,	the	United	States	Court	of	Appeals	for	the	Second	Circuit	remanded	the	rule	to	the	EPA	for	reconsideration.	 The	court	instructed	the	EPA	to reconsider	several	aspects	of	the	rule	that	were	beneficial	to	the	regulated	community	after	finding	that	these	provisions	of	the	rule	were	contrary	to the	language	of	the	Clean	Water	Act	or	were	not	sufficiently	explained	in	the	rule.	In	April	2008,	the	United	States	Supreme	Court	agreed	to review	the	decision	of	the	Second	Circuit	on	the	question	of	whether	the	EPA	may	take	into	consideration	a	cost-benefit	analysis	in	developing these	regulations,	a	consideration	beneficial	to	the	regulated	community	that	the	Second	Circuit	disallowed.	Oral	argument	before	the	Supreme Court	was	held	in	December	2008.	Entergy	is	one	of	the	petitioners	who	sought	Supreme	Court	review.	After	the	Supreme	Court	rules	on	this issue,	the	EPA	may	eventually	reissue	a	rule	similar	in	structure	to	the	rule	remanded	by	the	court	but	with	additional	content	designed	to	meet	the court's	concerns,	or	the	EPA	may	issue	a	rule	with	a	substantially	different	structure	and	effect.	Until	the	EPA	issues	guidance	to	the	regulated community	on	what	actions	should	be	taken	to	comply	with	the	Clean	Water	Act,	and	until	the	form	and	substance	of	the	new	rule	itself	is determined,	it	is	impossible	to	gauge	the	effect	of	the	court's	decision	on	Entergy's	business.

Entergy's	Non-Utility	Nuclear	business	is	currently	in	various	stages	of	the	data	evaluation	and	discharge	permitting	process	for	its	generation facilities.	Indian	Point	is	involved	in	an	administrative	permitting	process	with	the	New	York	State	Department	of	Environmental	Conservation (NYSDEC)	for	renewal	of	the	Indian	Point	2	and	3	discharge	permits.		In	November	2003,	the	NYSDEC	issued	a	draft	permit	indicating	that closed	cycle	cooling	would	be	considered	the	"best	technology	available"	for	minimizing	perceived	adverse	environmental	impacts	attributable

to	the	intake	and	discharge	of	cooling	water	at	Indian	Point	2	and	3.		The	draft	permit	would	require	Entergy	to	take	certain	steps	to	assess	the feasibility	of	retrofitting	the	site	to	install	cooling	towers	because	Entergy	has	applied	for	NRC	license	renewal	at	Indian	Point	2	and	3.		The	draft permit	could	also	require,	upon	its	becoming	effective,	the	facilities	to	take	an	annual	42	unit-day	outage	(coordinated	with	the	existing	refueling outage	schedule)	and	provide	a	payment	into	a	NYSDEC	account	until	the	start	of	cooling	tower	construction.		Entergy	is	participating	in	the administrative	process	in	order	to	have	the	draft	permit	modified	prior	to	final	issuance	and	opposes	any	requirement	to	install	cooling	towers	or	to begin	annual	outages	at	Indian	Point	2	and	3.		Entergy	notified	the	NYSDEC	that	the	cost	of	retrofitting	Indian	Point	2	and	3	with	cooling	towers likely	would	cost,	in	2003	dollars,	at	least	$740	million	in	capital	costs	and	an	additional	$630	million	in	lost	generation	during	construction.		Due to	fluctuations	in	power	pricing	and	because	a	retrofitting	of	this	size	and	complexity	has	never	been	undertaken,	significant	uncertainties	exist	in these	estimates.		An	August	13,	2008	ruling	by	the	NYSDEC's	Assistant	Commissioner	has	restructured	the	permitting	process.		The	NYSDEC	has directed	Entergy	to	develop	detailed	feasibility	information	regarding	the	construction	and	operation	of	cooling	towers	prior	to	the	issuance	of	a new	draft	permit.		The	reports	include	a	visual	impact/aesthetics	report	due	April	20,	2009;	a	plume/emissions	report	due	September	1,	2009;	a technical	feasibility	report	due	December	1,	2009;	and	an	economic	report	addressing	whether	the	costs	of	cooling	towers	can	be	reasonably	borne. NYSDEC	will	consider	the	information	submitted	and	issue	another	draft	permit	with	a	new	best	technology	available	determination,	which	may or	may	not	be	cooling	towers.		A	new	comment	period	and	further	contested	proceedings	likely	would	follow.

At	the	request	of	the	EPA	Region	1	(Boston),	Entergy	submitted	extensive	data	to	the	agency	in	July	2008	concerning	cooling	water	intake	impacts at	the	Pilgrim	nuclear	power	plant.	Analysis	of	technologies	that	may	be	appropriate	for	Pilgrim	continues,	but	it	appears	at	this	point	that	cooling towers	are	not	feasible	due	to	restrictions	in	the	plant's	condenser	design	and	capacity.	Other	technologies,	such	as	variable	speed	pumps	and	the relocation	of	the	cooling	water	intake,	are	under	consideration	if	monitoring	indicates	that	any	action	needs	to	be	taken	at	the	station.

Entergy's	Utility	business	generation	facilities	are	likewise	in	the	process	of	reviewing	data,	considering	implementation	options,	and	providing information	required	by	the	current	rule	to	the	EPA	and	the	affected	states	concerning	cooling	water	intake	structures.	Entergy	will	continue	to monitor	the	activities	of	the	EPA	and	the	states	toward	the	implementation	of	section	316(b)	of	the	Clean	Water	Act	in	the	wake	of	the	remand	of the	 current	 rule	 and	 will	 respond	 accordingly.	Deadlines	 for	 determining	 compliance	 with	 Section	 316(b)	 and	 for	 any	 required	 capital	 or operational	expenditures	are	unknown	at	this	time	due	to	the	remand	of	the	rule	to	the	EPA.	As	a	result,	management	cannot	predict	the	amounts Entergy	will	ultimately	be	required	to	spend	to	comply	with	Section	316(b)	and	any	related	state	regulations,	although	such	amounts	could	be significant.

# Vermont	Yankee	Thermal	Discharge	Permit

Opposition	groups	appealed	a	final	permit	issued	to	Vermont	Yankee	pursuant	to	the	National	Pollutant	Discharge	Elimination	System	in	which	the Vermont	Agency	of	Natural	Resources	(VANR)	allowed	a	small	increase	in	the	amount	of	heat	the	facility	can	discharge	to	the	Connecticut	River from	June	16	to	October	14	each	year.	The	VANR	permit	amendment	increases	operational	flexibility	for	the	required	usage	rate	of	the	existing cooling	towers	and	for	the	generation	rate	of	the	facility	that	is	especially	helpful	in	conditions	of	high	ambient	temperatures	or	low	river	flow conditions.	The	trial	of	this	matter	took	place	in	the	Vermont	Environmental	Court	during	the	summer	of	2007.	On	May	22,	2008,	the	Vermont Environmental	Court	entered	its	judgment	and	order	granting	the	increased	thermal	discharge	provided	in	the	amendment	for	the	period	from	July 8	through	October	14	each	year	but	imposing	additional	management	and	measurement	requirements	with	respect	to	that	period	and	for	the	period from	June	16	through	July	7.	Entergy	and	opposition	groups	have	appealed	aspects	of	the	ruling	to	the	Vermont	Supreme	Court.

# Groundwater	at	Certain	Nuclear	Sites

The	NRC	requires	nuclear	power	plants	to	regularly	monitor	and	report	the	presence	of	radioactive	material	in	the	environment.	Entergy	joined other	nuclear	utilities	and	the	Nuclear	Energy	Institute	in	2006	to	develop	a	voluntary	groundwater	monitoring	and	protection	program.	This initiative	began	after	detection	of	very	low	levels	of	radioactive	material,	primarily	tritium,	in	groundwater	at	several	plants	in	the	United	States, including	the	Indian	Point	Energy	Center.	In	addition	to	tritium,	other	radionuclides	have	been	found	in	on	site	ground	water	at	Indian	Point.

As	 part	 of	 the	 groundwater	 monitoring	 and	 protection	 program,	 Entergy	 has:	 (1)	 performed	 reviews	 of	 plant	 groundwater	 characteristics (hydrology)	and	historical	records	of	past	events	on	site	that	may	have	potentially	impacted	groundwater;	(2)	implemented	fleet	procedures	on	how to	handle	events	that	could	impact	groundwater;	and	(3)	installed	groundwater	monitoring	wells	and	began	periodic	sampling.	The	program	also includes	protocols	for	notifying	local	officials	if	contamination	is	found.

Entergy	identified	two	sources	of	the	contamination	at	Indian	Point.	The	first	source	is	a	historical	leak	from	the	Unit	2	spent	fuel	pool,	which	has been	remediated.	The	other	source	was	leakage	from	the	Unit	1	spent	fuel	pool.	Because	the	Unit	1	spent	fuel	pool	has	now	been	drained,	Entergy expects	no	further	migration	of	radionuclides	into	the	groundwater.	In	October	2007,	the	EPA	announced	that	it	was	consulting	with	the	NRC	and the	NYSDEC	regarding	Indian	Point.	The	EPA	stated	that	after	reviewing	data	it	confirmed	with	New	York	State	that	there	have	been	no	violations of	federal	drinking	water	standards	for	radionuclides	in	drinking	water	supplies.

Indian	Point	has	implemented	an	extensive	groundwater	monitoring	and	protection	program,	including	installing	approximately	35	monitoring wells,	with	five	to	six	sampling	points	per	well.	Entergy	has	been	working	cooperatively	with	the	NRC	and	NYSDEC	in	a	split	sample	program	to independently	analyze	test	samples.	Minor	levels	of	tritium	have	also	been	found	at	the	Pilgrim	and	Palisades	plants,	and	those	sites	are	addressing these	findings.

# Indian	Point	Units	1	and	2	Hazardous	Waste	Remediation

As	part	of	the	effort	to	terminate	the	current	Indian	Point	2	mixed	waste	storage	permit,	Entergy	was	required	to	perform	groundwater	and	soil sampling	for	metals,	PCBs	and	other	non-radiological	contaminants	on	plant	property,	regardless	of	whether	these	contaminants	stem	from	onsite activities	or	were	related	to	the	waste	stored	on-site	pursuant	to	the	permit.	Entergy	believes	this	permit	is	no	longer	necessary	for	the	facility	due	to an	exemption	for	mixed	wastes	(hazardous	waste	that	is	also	radioactive)	promulgated	as	part	of	the	EPA's	hazardous	waste	regulations.	This exemption	allows	mixed	waste	to	be	regulated	through	the	NRC	license	instead	of	through	a	separate	EPA	or	state	hazardous	waste	permit.	In February	2008,	Entergy	submitted	its	report	on	this	sampling	effort	to	the	NYSDEC.	The	report	indicated	the	presence	of	various	metals	in	soils	at levels	above	the	NYSDEC	cleanup	objectives.	It	does	not	appear	that	these	metals	are	connected	to	operation	of	the	nuclear	facility.	At	the	request of	the	NYSDEC,	Entergy	submitted	a	plan	on	August	8,	2008,	for	a	study	that	will	identify	the	sources	of	the	metals.	The	NYSDEC	recently approved	this	workplan	with	some	conditions	related	to	the	need	to	study	whether	the	soil	impact	observed	may	have	originated	from	plant construction	 materials.	This	issue	is	being	studied	by	Entergy	to	determine	if	any	changes	to	the	workplan	are	necessary.	The	NYSDEC	may require	additional	work	to	define	the	vertical	and	lateral	extent	of	the	contamination	on-site,	and	evaluate	any	potential	for	migration	off-site.	The NYSDEC	plans	to	use	the	results	of	this	investigation	to	determine	whether	the	permit	can	be	terminated	and	the	metals	left	in	place	until	plant decommissioning	 or	 if	 further	 investigation	 or	 remediation	 are	 required.	Entergy	 is	unable	 to	determine	what	 the	extent	or	cost	of	required remediation,	if	any,	will	be	at	this	time.

Prior	to	Entergy's	purchase	of	Indian	Point	Unit	1,	the	previous	owner	completed	the	cleanup	and	desludging	of	the	Unit	1	water	storage	pool, generating	mixed	waste	(waste	that	is	regulated	as	both	low-level	nuclear	waste	and	hazardous	waste).		The	waste	currently	is	stored	in	the	Unit	1 containment	building	in	accordance	with	NRC	regulations	controlling	low	level	radioactive	waste.		The	waste	is	also	regulated	by	the	NYSDEC. The	NYSDEC	requires	Entergy	to	survey	quarterly	the	availability	of	any	commercial	facility	capable	of	treating,	processing	and	disposing	of	this waste	in	a	commercially	reasonable	manner.		Entergy	continues	to	review	this	matter	and	to	conduct	its	quarterly	searches	for	a	commercially reasonable	vendor	that	is	acceptable	both	to	the	NRC	and	NYSDEC.	The	cost	of	this	disposal	cannot	be	estimated	at	this	time	due	to	the	many variables	existing	in	the	type	and	manner	of	disposal.

Comprehensive	Environmental	Response,	Compensation,	and	Liability	Act	of	1980

The	Comprehensive	Environmental	Response,	Compensation,	and	Liability	Act	of	1980,	as	amended	(CERCLA),	authorizes	the	EPA	to	mandate clean-up	by,	or	to	collect	reimbursement	of	clean-up	costs	from,	owners	or	operators	of	sites	at	which	hazardous	substances	may	be	or	have	been

released.	Certain	private	parties	also	may	use	CERCLA	to	recover	response	costs.	Parties	that	transported	hazardous	substances	to	these	sites	or arranged	for	the	disposal	of	the	substances	are	also	deemed	liable	by	CERCLA.	CERCLA	has	been	interpreted	to	impose	strict,	joint,	and	several liability	on	responsible	parties.	Entergy's	Utility	and	Non-Utility	Nuclear	businesses	have	sent	waste	materials	to	various	disposal	sites	over	the years,	and	releases	have	occurred	at	Entergy	facilities.	In	addition,	environmental	laws	now	regulate	certain	of	Entergy's	operating	procedures	and maintenance	practices	that	historically	were	not	subject	to	regulation.	Some	disposal	sites	used	by	Entergy	have	been	the	subject	of	governmental action	under	CERCLA,	resulting	 in	site	clean-up	activities.	Entergy's	Utility	and	Non-Utility	Nuclear	businesses	have	participated	to	various degrees	in	accordance	with	their	respective	potential	liabilities	in	such	site	clean-ups	and	have	developed	experience	with	clean-up	costs.	The affected	Entergy	companies	have	established	reserves	for	such	environmental	clean-up	and	restoration	activities.	Details	of	significant	CERCLA liabilities	are	discussed	in	the	"Other	Environmental	Matters"	section	below.

# Other	Environmental	Matters

# Entergy	Gulf	States	Louisiana	and	Entergy	Texas

Several	class	action	and	other	suits	have	been	filed	in	state	and	federal	courts	seeking	relief	from	Entergy	Gulf	States,	Inc.	and	others	for	damages caused	by	 the	disposal	of	hazardous	waste	and	for	asbestos-related	disease	allegedly	resulting	from	exposure	on	Entergy	Gulf	States,	Inc.'s premises	(see	"Litigation"	below).

Entergy	Gulf	States	Louisiana	is	currently	involved	in	the	second	phase	of	the	remedial	investigation	of	the	Lake	Charles	Service	Center	site, located	in	Lake	Charles,	Louisiana.	A	manufactured	gas	plant	(MGP)	is	believed	to	have	operated	at	this	site	from	approximately	1916	to	1931. Coal	tar,	a	by-product	of	the	distillation	process	employed	at	MGPs,	was	apparently	routed	to	a	portion	of	the	property	for	disposal.	The	same	area has	also	been	used	as	a	landfill.	In	1999,	Entergy	Gulf	States,	Inc.	signed	a	second	Administrative	Consent	Order	with	the	EPA	to	perform	removal action	at	the	site.	In	2002,	approximately	7,400	tons	of	contaminated	soil	and	debris	were	excavated	and	disposed	of	from	an	area	within	the service	center.	In	2003,	a	cap	was	constructed	over	the	remedial	area	to	prevent	the	migration	of	contamination	to	the	surface.	In	August	2005,	an administrative	order	was	issued	by	the	EPA	requiring	that	a	10-year	groundwater	study	be	conducted	at	this	site.	The	groundwater	monitoring study	commenced	in	January	2006,	and	is	continuing	on	a	quarterly	basis.	Entergy	Gulf	States	Louisiana	and	Entergy	Texas	each	believe	that	its ultimate	responsibility	for	this	site	will	not	materially	exceed	the	existing	clean-up	provisions	of	$0.6	million	for	Entergy	Gulf	States	Louisiana	and $0.5	million	for	Entergy	Texas.

In	1994,	Entergy	Gulf	States,	Inc.	performed	a	site	assessment	in	conjunction	with	a	construction	project	at	the	Louisiana	Station	Generating	Plant (Louisiana	 Station).	In	 1995,	 a	 further	 assessment	 confirmed	 subsurface	 soil	 and	 groundwater	 impact	 to	 three	 areas	 on	 the	 plant	 site.	After validation,	a	notification	was	made	 to	 the	LDEQ	and	a	phased	process	was	executed	 to	remediate	each	area	of	concern.	The	final	phase	of groundwater	clean-up	and	monitoring	at	Louisiana	Station	is	expected	to	continue	through	2009.	The	remediation	cost	incurred	through	December 31,	2007	for	this	site	was	$6.8	million.	Future	costs	are	not	expected	to	exceed	Entergy	Gulf	States	Louisiana's	existing	provision	of	$0.7	million.

The	Texas	Commission	on	Environmental	Quality	(TCEQ)	notified	Entergy	Gulf	States,	Inc.	that	the	TCEQ	believed	that	Entergy	Gulf	States,	Inc. is	one	of	many	potentially	responsible	parties	(PRP)	concerning	contamination	existing	at	the	Spector	Salvage	Yard	proposed	state	superfund	site in	Orange,	Texas.	The	TCEQ	conducted	a	removal	action	consisting	of	the	excavation	and	offsite	disposal	of	contaminated	surface	soil.	Entergy Gulf	States	Louisiana	and	Entergy	Texas	do	not	believe	at	this	time	that	the	former	Gulf	States	Utilities	contributed	any	significant	amount	of hazardous	substances	to	this	site	and	therefore	are	contesting	liability.	Entergy	Texas	and	Entergy	Gulf	States	Louisiana	believe	that	their	ultimate responsibility	for	this	site	will	not	exceed	their	existing	clean-up	provisions.

# Entergy	Louisiana	and	Entergy	New	Orleans

Several	class	action	and	other	suits	have	been	filed	in	state	and	federal	courts	seeking	relief	from	Entergy	Louisiana	and	Entergy	New	Orleans	and others	for	damages	caused	by	the	disposal	of	hazardous	waste	and	for	asbestos-related	disease	allegedly	resulting	from	exposure	on	Entergy Louisiana's	and	Entergy	New	Orleans'	premises	(see	"Litigation"	below).

Entergy	Louisiana	has	completed	soil	remediation	operations	at	the	former	site	of	its	Southern	Transformer	Shop,	located	in	Algiers,	Orleans Parish.	The	excavation	and	removal	of	impacted	soils	began	in	October	2007	and	was	completed	in	January	2008.	Prior	to	the	soil	remediation,	a thorough	site	assessment	and	risk	evaluation	had	been	performed	at	the	property	utilizing	Louisiana's	Risk	Evaluation	and	Corrective	Action Program.	An	abandoned	water	well,	discovered	during	remediation	operations,	was	registered	and	closed	with	LDEQ	approval	in	accord	with applicable	regulations.	The	final	remediation	report	currently	is	under	review	by	LDEQ.	LDEQ	has	indicated	that	a	Certificate	of	Completion	will be	issued	in	early	2009.	Entergy's	lease	has	been	extended	on	a	month	to	month	basis	pending	the	receipt	of	the	Certificate	of	Completion	from LDEQ.	A	provision	of	$15,000	has	been	established	for	project	completion.

During	1993,	the	LDEQ	issued	new	rules	for	solid	waste	regulation,	including	regulation	of	wastewater	impoundments.	Entergy	Louisiana	has determined	that	some	of	its	power	plant	wastewater	impoundments	were	affected	by	these	regulations	and	may	require	remediation,	repair,	or closure.	Completion	of	this	work	is	dependent	on	pending	LDEQ	approval	of	submitted	solid	waste	permit	applications.	As	a	result,	a	recorded liability	in	the	amount	of	$0.8	million	for	Entergy	Louisiana	existed	at	December	31,	2008	for	ongoing	wastewater	remediation	and	repairs	and closures.	Management	believes	this	reserve	to	be	adequate	based	on	current	estimates.

Transmission	and	distribution	storm	teams	entered	wetland	areas	of	Lafourche	Parish	to	restore	Entergy	Louisiana's	Barataria-Golden	Meadow	line shortly	after	Hurricane	Katrina.	 	A	portion	of	this	line	crosses	property	owned	by	a	third	party.	 	The	landowner	has	requested	that	Entergy Louisiana	conduct	an	extensive	wetland	mitigation	program	over	a	ten-acre	area	and	has	filed	suit	against	Entergy	Louisiana	and	certain	other Entergy	subsidiaries	concerning	the	extent	of	the	mitigation.		Entergy	Louisiana	believes	that	the	marsh	area	affected	by	its	activities	is	less	than	2 acres	and	that	restoration	can	be	conducted	to	the	satisfaction	of	the	United	States	Corps	of	Engineers	and	the	State	of	Louisiana	for	substantially less	than	the	over	$4	million	claimed	by	the	plaintiff.	Entergy	Louisiana	will	meet	with	the	Corps	of	Engineers	and	the	State	of	Louisiana	to determine	the	extent	of	mitigation	required	by	the	Clean	Water	Act	and	parallel	state	law.

# Entergy	Louisiana	and	Entergy	Texas

Damage	sustained	by	Entergy	Louisiana's	and	Entergy	Texas'	electrical	transmission	infrastructure	due	to	the	effects	of	Hurricane	Gustav	and Hurricane	Ike	necessitated	that	significant	amounts	of	restoration	work	occur	in	areas	classified	as	jurisdictional	wetlands	and	coastal	marsh.	While measures	were	taken	to	minimize	the	impact	in	these	environmentally-sensitive	areas,	some	level	of	damage	to	the	wetland	and	marsh	areas	likely

has	occurred.	Mitigation	requirements	for	these	possible	impacts	have	yet	to	be	assessed	or	required	by	regulatory	authorities.	Following	Hurricane Katrina	and	Hurricane	Rita,	 the	regulatory	authorities	deferred	assessing	mitigation	requirements	for	such	 impacts	pending	an	evaluation	of spontaneous	recovery	of	the	marsh	and	wetlands	damaged	during	line	repairs.

# Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	New	Orleans,	and	Entergy	Texas

The	TCEQ	notified	Entergy	Arkansas,	Entergy	Gulf	States,	Inc.,	Entergy	Louisiana,	and	Entergy	New	Orleans	that	the	TCEQ	believes	those entities	are	PRPs	concerning	contamination	existing	at	the	San	Angelo	Electric	Service	Company	(SESCO)	facility	in	San	Angelo,	Texas.	 The facility	operated	as	a	transformer	repair	and	scrapping	facility	from	the	1930s	until	2003.	Both	soil	and	groundwater	contamination	exists	at	the site.	Entergy	 Gulf	 States,	 Inc.	 and	 Entergy	 Louisiana	 sent	 transformers	 to	 this	 facility	 during	 the	 1980s.	Entergy	 Gulf	 States,	 Inc.,	 Entergy Louisiana,	and	Entergy	Arkansas	responded	to	an	information	request	from	the	TCEQ	and	continue	to	cooperate	in	this	investigation.	Entergy	New Orleans	provided	requested	information	concerning	its	former	status	in	bankruptcy.	Entergy	Gulf	States,	Inc.	and	Entergy	Louisiana

joined	a	group	of	PRPs	responding	to	site	conditions	in	cooperation	with	the	State	of	Texas,	creating	cost	allocation	models	based	on	review	of SESCO	documents	and	employee	interviews,	and	investigating	contribution	actions	against	other	PRPs.		Entergy	Gulf	States	Louisiana,	Entergy Louisiana,	 and	 Entergy	Texas	 have	 agreed	 to	 contribute	 to	 the	 remediation	 of	 contaminated	 soil	 and	 groundwater	 at	 the	 site	 in	 a	 measure proportionate	to	those	companies'	involvement	at	the	site,	while	Entergy	Arkansas	and	Entergy	New	Orleans	likely	will	pay	de	minimis	amounts. Current	estimates,	although	preliminary	and	variable	depending	on	the	level	of	third-party	cost	contributions,	indicate	that	Entergy's	total	share	of remediation	costs	likely	will	be	less	than	$1	million.	The	TCEQ	approved	an	Agreed	Administrative	Order	on	September	20,	2006,	that	will	allow the	implementation	of	a	Remedial	Investigation/Feasibility	Study	at	the	SESCO	site;	with	the	ultimate	disposition	being	a	remedial	action	to remove	contaminants	of	concern.	TCEQ	approved	the	Remedial	Investigation	Work	Plan	in	May	2007	and	field	sampling	began	in	July	2007.

Entergy	Mississippi,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	New	Orleans,	and	Entergy	Texas

EPA	has	notified	Entergy	Mississippi,	Entergy	Gulf	States,	Inc.	and	Entergy	New	Orleans	that	the	EPA	believes	those	entities	are	PRPs	concerning contamination	of	an	area	known	as	"Devil's	Swamp	Lake"	near	the	Port	of	Baton	Rouge,	Louisiana.		The	area	allegedly	was	contaminated	by	the operations	of	Rollins	Environmental	(LA),	Inc,	which	operated	a	disposal	facility	 to	which	many	companies	contributed	waste.	 	Documents provided	by	the	EPA	indicate	that	Entergy	Louisiana	may	also	be	a	PRP.		Entergy	continues	to	monitor	this	developing	situation.

# Entergy	Arkansas	and	Entergy	Gulf	States	Louisiana

Recent	 catastrophic	 events	 involving	 coal	 ash	 management	 surface	 impoundments	 at	 Tennessee	 Valley	Authority	 facilities	 may	 prompt	 the establishment	of	regulatory	requirements	at	the	federal	level	for	these	and	similar	units.		Entergy	has	reviewed	available	information	concerning these	events	and,	while	certain	characteristics	of	Entergy's	management	practices	and	the	ash	produced	make	similar	events	highly	unlikely,	there is	a	risk	 that	any	new	regulations	may	result	 in	stricter	ash	management	standards,	monitoring	requirements,	and/or	unit	upgrades/closures. Entergy	 is	 monitoring	 regulatory	 developments	 and	 working	 directly	 with	 regulatory	 agencies	 and	 through	 industry	 groups	 to	 ensure	 any regulations	are	reasonable	and	based	on	sound	science.		It	is	not	possible	to	estimate	a	financial	impact,	if	any,	at	this	time.

Entergy	uses	legal	and	appropriate	means	to	contest	litigation	threatened	or	filed	against	it,	but	certain	states	in	which	Entergy	operates	have	proven to	be	unusually	litigious	environments.	Judges	and	juries	in	Louisiana,	Mississippi,	and	Texas	have	demonstrated	a	willingness	to	grant	large verdicts,	including	punitive	damages,	to	plaintiffs	in	personal	injury,	property	damage,	and	business	tort	cases.	The	litigation	environment	in	these states	poses	a	significant	business	risk	to	Entergy.

Ratepayer	Lawsuits	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	New	Orleans,	and	Entergy	Texas)

# Entergy	New	Orleans	Fuel	Adjustment	Clause	Litigation

In	April	1999,	a	group	of	ratepayers	filed	a	complaint	against	Entergy	New	Orleans,	Entergy	Corporation,	Entergy	Services,	and	Entergy	Power	in state	court	in	Orleans	Parish	purportedly	on	behalf	of	all	Entergy	New	Orleans	ratepayers.	The	plaintiffs	seek	treble	damages	for	alleged	injuries arising	from	the	defendants'	alleged	violations	of	Louisiana's	antitrust	laws	in	connection	with	certain	costs	passed	on	to	ratepayers	in	Entergy	New Orleans'	fuel	adjustment	filings	with	the	City	Council.	In	particular,	plaintiffs	allege	that	Entergy	New	Orleans	improperly	included	certain	costs	in the	calculation	of	fuel	charges	and	 that	Entergy	New	Orleans	 imprudently	purchased	high-cost	fuel	or	energy	from	other	Entergy	affiliates. Plaintiffs	allege	that	Entergy	New	Orleans	and	the	other	defendant	Entergy	companies	conspired	to	make	these	purchases	to	the	detriment	of Entergy	New	Orleans'	ratepayers	and	to	the	benefit	of	Entergy's	shareholders,	in	violation	of	Louisiana's	antitrust	laws.	Plaintiffs	also	seek	to recover	interest	and	attorneys'	fees.	Entergy	filed	exceptions	to	the	plaintiffs'	allegations,	asserting,	among	other	things,	that	jurisdiction	over	these issues	rests	with	the	City	Council	and	the	FERC.	In	March	2004,	the	plaintiffs	supplemented	and	amended	their	petition.	If	necessary,	at	the appropriate	time,	Entergy	will	also	raise	its	defenses	to	the	antitrust	claims.	The	suit	in	state	court

was	stayed	by	stipulation	of	the	parties	and	order	of	the	court	pending	review	of	the	decision	by	the	City	Council	in	the	proceeding	discussed	in	the next	paragraph.	Subsequent	to	Entergy	New	Orleans'	filing	of	a	bankruptcy	petition	in	September	2005	in	the	Eastern	District	of	Louisiana, Entergy	New	Orleans	filed	a	notice	removing	the	class	action	lawsuit	from	the	Civil	District	Court	to	the	U.S.	District	Court	for	the	Eastern	District of	Louisiana.

Plaintiffs	also	filed	a	corresponding	complaint	with	the	City	Council	in	order	to	initiate	a	review	by	the	City	Council	of	the	plaintiffs'	allegations and	to	force	restitution	to	ratepayers	of	all	costs	they	allege	were	improperly	and	imprudently	included	in	the	fuel	adjustment	filings.	Testimony was	filed	on	behalf	of	the	plaintiffs	in	this	proceeding	asserting,	among	other	things,	that	Entergy	New	Orleans	and	other	defendants	have	engaged in	fuel	procurement	and	power	purchasing	practices	and	included	costs	in	Entergy	New	Orleans'	fuel	adjustment	that	could	have	resulted	in Entergy	New	Orleans	customers	being	overcharged	by	more	than	$100	million	over	a	period	of	years.	Hearings	were	held	in	February	and	March 2002.	In	February	2004,	the	City	Council	approved	a	resolution	that	resulted	in	a	refund	to	customers	of	$11.3	million,	including	interest,	during the	months	of	June	through	September	2004.	In	May	2005	the	Civil	District	Court	for	the	Parish	of	Orleans	affirmed	the	City	Council	resolution,

finding	no	support	for	the	plaintiffs'	claim	that	the	refund	amount	should	be	higher.	In	June	2005,	the	plaintiffs	appealed	the	Civil	District	Court decision	to	the	Louisiana	Fourth	Circuit	Court	of	Appeal.	On	February	25,	2008,	the	Fourth	Circuit	Court	of	Appeal	issued	a	decision	affirming	in part,	and	reversing	in	part,	the	Civil	District	Court's	decision.		Although	the	Fourth	Circuit	Court	of	Appeal	did	not	reverse	any	of	the	substantive findings	and	conclusions	of	the	City	Council	or	the	Civil	District	Court,	the	Fourth	Circuit	found	that	the	amount	of	the	refund	was	arbitrary	and capricious	and	increased	the	amount	of	the	refund	to	$34.3	million.		Entergy	New	Orleans	believes	that	the	increase	in	the	refund	ordered	by	the Fourth	Circuit	is	not	justified.	Entergy	New	Orleans,	the	City	Council,	and	the	plaintiffs	requested	rehearing,	and	in	April	2008,	the	Fourth	Circuit granted	the	plaintiffs'	request	for	rehearing.	In	addition	to	changing	the	basis	for	the	court's	decision	in	the	manner	requested	by	the	plaintiffs,	the court	also	granted	the	plaintiffs'	request	that	it	provide	for	interest	on	the	refund	amount.	The	court	denied	the	motions	for	rehearing	filed	by	the City	 Council	 and	 Entergy	 New	 Orleans.	In	May	2008,	Entergy	New	Orleans	and	 the	City	Council	filed	with	 the	Louisiana	Supreme	Court applications	for	a	writ	of	certiorari	seeking,	among	other	things,	reversal	of	the	Fourth	Circuit	decision.	The	Louisiana	Supreme	Court	granted these	writ	applications	in	October	2008	and	will	review	the	Fourth	Circuit's	decision.	Oral	argument	before	the	Louisiana	Supreme	Court	was	held on	January	22,	2009.

Upon	confirmation	in	May	2007	of	Entergy	New	Orleans'	plan	of	reorganization,	the	automatic	bankruptcy	stay	of	the	state	court	class	action lawsuit	was	lifted.	The	stay	ordered	by	the	state	court	that	was	agreed	upon	by	the	parties	(pending	completion	of	the	review	of	the	decision	by	the City	Council),	however,	remains	in	place.	In	September	2007	the	plaintiffs	moved	to	lift	or	modify	that	stay	so	that	the	lawsuit	could	proceed	in full	or,	alternatively,	could	proceed	against	the	defendants	other	than	Entergy	New	Orleans.	The	defendants	opposed	the	motion,	arguing	that exhaustion	of	review	of	the	City	Council	decision	is	required	before	the	class	action	lawsuit	could	or	should	proceed.	At	the	hearing	on	the plaintiffs'	motion	to	lift	or	modify	the	stay,	the	court	inquired	as	to	whether	it	retained	jurisdiction	over	the	matter	after	confirmation	of	Entergy New	Orleans'	bankruptcy	plan	or	whether	it	should	equitably	remand	the	case	to	Civil	District	Court.	The	court

ordered	the	parties	to	brief	this	issue,	which	would	be	decided	together	with	the	plaintiffs'	motion	to	lift	or	modify	the	stay.	On	February	13,	2008, the	federal	court	held	that	it	would	exercise	its	discretion	to	equitably	remand	the	matter	to	the	Civil	District	Court.	It	did	not	rule	on	the	motion	to lift	or	modify	the	stay	and	deferred	such	ruling	to	the	state	court.

# Entergy	New	Orleans	Rate	of	Return	Lawsuit

In	April	1998,	a	group	of	residential	and	business	ratepayers	filed	a	complaint	against	Entergy	New	Orleans	in	state	court	in	Orleans	Parish purportedly	on	behalf	of	all	ratepayers	in	New	Orleans.	The	plaintiffs	allege	that	Entergy	New	Orleans	overcharged	ratepayers	by	at	least	$300 million	since	1975	in	violation	of	limits	on	Entergy	New	Orleans'	rate	of	return	that	the	plaintiffs	allege	were	established	by	ordinances	passed	by the	City	Council	in	1922.	The	plaintiffs	seek,	among	other	things,	(i)	a	declaratory	judgment	that	such	franchise	ordinances	have	been	violated;	and (ii)	a	remand	to	the	City	Council	for	the	establishment	of	the	amount	of	overcharges	plus	interest.	Entergy	New	Orleans	believes	the	lawsuit	is without	merit.	Entergy	New	Orleans	has	charged	only	those	rates	authorized	by	the	City	Council	in	accordance	with	applicable	law.	In	May	2000,	a court	of	appeal	granted	Entergy	New	Orleans'	exception	to	jurisdiction	in	the	case	and	dismissed	the	proceeding.	The	Louisiana	Supreme	Court denied	the	plaintiffs'	request	for	a	writ	of	certiorari.

The	plaintiffs	then	commenced	a	similar	proceeding	before	the	City	Council.	The	plaintiffs	and	the	advisors	for	the	Council	each	filed	their	first round	of	testimony	in	January	2002.	In	their	testimony,	the	plaintiffs	allege	that	Entergy	New	Orleans	earned	in	excess	of	the	legally	authorized rate	of	return	during	the	period	1979	to	2000	and	that	Entergy	New	Orleans	should	be	required	to	refund	between	$240	million	and	$825	million	to its	ratepayers.	In	the	testimony	submitted	by	the	Council	advisors,	the	advisors	allege	that	Entergy	New	Orleans	has	not	earned	in	excess	of	its authorized	rate	of	return	for	the	period	at	issue	and	that	no	refund	is	therefore	warranted.

In	December	2003,	the	Council	advisors	filed	a	motion	in	the	City	Council	proceedings	to	bifurcate	the	hearing	in	this	matter,	such	that	the	effect of	the	provision	of	the	1922	Ordinance	in	setting	lawful	rates	would	be	considered	first.	Only	if	it	is	determined	that	this	provision	establishes	a limitation	would	the	remaining	issues	be	reached.	The	motion	to	bifurcate	was	granted	by	the	City	Council	in	April	2004,	and	a	hearing	on	the	first part	of	the	bifurcated	proceeding	was	completed	in	June	2005.	After	the	submission	of	briefs	and	oral	argument	in	April	2006,	the	City	Council dismissed	with	prejudice	the	plaintiffs'	claims	on	multiple	grounds.	In	May	2006,	the	plaintiffs	appealed	the	City	Council's	decision,	and	the plaintiffs'	appeal	is	currently	pending	in	Civil	District	Court	for	the	Parish	of	Orleans.	Entergy	New	Orleans	also	appealed,	separately,	certain evidentiary	rulings	included	in	the	City	Council's	decision.	These	matters	were	consolidated	and	oral	argument	on	these	appeals	took	place	before the	Civil	District	Court	in	August	2008.

Additionally,	in	the	Entergy	New	Orleans	bankruptcy	proceeding,	the	named	plaintiffs	in	the	Entergy	New	Orleans	rate	of	return	lawsuit,	together with	the	named	plaintiffs	in	the	Entergy	New	Orleans	fuel	adjustment	clause	lawsuit,	filed	a	Complaint	for	Declaratory	Judgment	asking	the	court to	declare	that	Entergy	New	Orleans,	Entergy	Corporation,	and	Entergy	Services	are	a	single	business	enterprise,	and,	as	such,	are	liable	in	solido with	Entergy	New	Orleans	for	any	claims	asserted	in	the	Entergy	New	Orleans	rate	of	return	lawsuit	and	the	Entergy	New	Orleans	fuel	clause lawsuit,	and,	alternatively,	that	the	automatic	stay	be	lifted	to	permit	the	movants	to	pursue	the	same	relief	in	state	court.		The	bankruptcy	court dismissed	the	action	on	April	26,	2006.	The	matter	was	appealed	to	the	U.S.	District	Court	for	the	Eastern	District	of	Louisiana,	and	the	district court	affirmed	the	dismissal	in	October	2006,	but	on	different	grounds,	concluding	that	the	lawsuit	was	premature.	In	Entergy	New	Orleans'	plan	of reorganization	that	was	confirmed	by	the	bankruptcy	court	in	May	2007,	the	plaintiffs'	claims	are	treated	as	unimpaired	"Litigation	Claims,"	which will	"ride	through"	the	bankruptcy	proceeding,	with	any	legal,	equitable	and	contractual	rights	to	which	the	plaintiffs'	Litigation	Claim	entitles	the plaintiffs	unaltered	by	the	plan	of	reorganization.

Texas	Power	Price	Lawsuit

In	August	2003,	a	lawsuit	was	filed	in	the	district	court	of	Chambers	County,	Texas	by	Texas	residents	on	behalf	of	a	purported	class	apparently	of the	Texas	retail	customers	of	Entergy	Gulf	States,	Inc.	who	were	billed	and	paid	for	electric	power	from	January	1,	1994	to	the	present.	The	named defendants	include	Entergy	Corporation,	Entergy	Services,	Entergy	Power,	Entergy	Power	Marketing	Corp.,	and	Entergy

Arkansas.	Entergy	Gulf	States,	Inc.	was	not	a	named	defendant,	but	is	alleged	to	be	a	co-conspirator.	The	court	granted	the	request	of	Entergy	Gulf States,	Inc.	to	intervene	in	the	lawsuit	to	protect	its	interests.

Plaintiffs	allege	that	the	defendants	implemented	a	"price	gouging	accounting	scheme"	to	sell	to	plaintiffs	and	similarly	situated	utility	customers higher	priced	power	generated	by	 the	defendants	while	rejecting	and/or	reselling	 to	off-system	utilities	 less	expensive	power	offered	and/or purchased	from	off-system	suppliers	and/or	generated	by	the	Entergy	system.	In	particular,	plaintiffs	allege	that	the	defendants	manipulated	and continue	to	manipulate	the	dispatch	of	generation	so	that	power	is	purchased	from	affiliated	expensive	resources	instead	of	buying	cheaper	off- system	power.

Plaintiffs	estimate	that	customers	in	Texas	were	charged	at	least	$57	million	above	prevailing	market	prices	for	power.	Plaintiffs	seek	actual, consequential	and	exemplary	damages,	costs	and	attorneys'	fees,	and	disgorgement	of	profits.	In	September	2003,	the	Entergy	defendants	removed the	lawsuit	to	the	federal	court	in	Galveston,	and	in	October	2003,	filed	a	pleading	seeking	dismissal	of	the	plaintiffs'	claims.	In	October	2003,	the plaintiffs	filed	a	motion	to	remand	the	case	to	state	court.	In	January	2004,	the	federal	court	determined	that	it	did	not	have	jurisdiction	over	the subject	matter	of	the	lawsuit,	and	remanded	the	case	to	the	state	district	court	in	Chambers	County.	In	November	2004,	the	state	district	court dismissed	the	case	based	on	a	lack	of	jurisdiction.	The	plaintiffs	appealed	the	dismissal.

In	March	2006	the	Corpus	Christi	Court	of	Appeals	determined	that	it	had	not	been	established	that	either	the	FERC	or	the	PUCT	had	exclusive jurisdiction	over	the	plaintiffs'	claims	and,	on	this	basis,	reversed	the	district	court's	dismissal	order	and	remanded	the	case	for	further	proceedings. The	court	of	appeals	also	affirmed	the	district	court's	decision	allowing	Entergy	Gulf	States,	Inc.	to	intervene	in	the	case.	Entergy	filed	a	petition for	review	with	the	Texas	Supreme	Court.	The	Texas	Supreme	Court	denied	the	petition	for	review	in	February	2007,	and	in	August	2007	denied Entergy's	request	for	rehearing.	Entergy	filed	a	petition	for	a	writ	of	certiorari	with	the	United	States	Supreme	Court	for	review	of	the	decision,	and the	writ	of	certiorari	request	was	denied	in	February	2008.	The	case	is	now	pending	again	in	the	state	district	court.

# Fiber	Optic	Cable	Litigation	(Entergy	Corporation	and	Entergy	Louisiana)

Several	property	owners	have	filed	a	class	action	suit	against	Entergy	Louisiana,	Entergy	Services,	ETHC,	and	Entergy	Technology	Company	in state	 court	 in	 St.	 James	 Parish,	 Louisiana	 purportedly	 on	 behalf	 of	 all	 property	 owners	 in	 Louisiana	 who	 have	 conveyed	 easements	 to	 the defendants.	The	lawsuit	alleges	that	Entergy	installed	fiber	optic	cable	across	the	plaintiffs'	property	without	obtaining	appropriate	easements.	The plaintiffs	seek	damages	equal	to	the	fair	market	value	of	the	surplus	fiber	optic	cable	capacity,	including	a	share	of	the	profits	made	through	use	of the	fiber	optic	cables,	and	punitive	damages.	Entergy	removed	the	case	to	federal	court	in	New	Orleans;	however,	the	district	court	remanded	the case	back	to	state	court.	In	February	2004,	the	state	court	entered	an	order	certifying	this	matter	as	a	class	action.	Entergy's	appeals	of	this	ruling were	denied.	The	parties	have	entered	into	a	term	sheet	establishing	basic	terms	for	a	settlement	that	must	be	approved	by	the	court.

Employment	and	Labor-related	Proceedings	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy)

The	Registrant	Subsidiaries	and	other	Entergy	subsidiaries	are	responding	to	various	lawsuits	in	both	state	and	federal	courts	and	to	other	labor- related	proceedings	filed	by	current	and	former	employees.	Generally,	the	amount	of	damages	being	sought	is	not	specified	in	these	proceedings. These	actions	include,	but	are	not	limited	to,	allegations	of	wrongful	employment	actions;	wage	disputes	and	other	claims	under	the	Fair	Labor Standards	 Act	 or	 its	 state	 counterparts;	 claims	 of	 race,	 gender	 and	 disability	 discrimination;	 disputes	 arising	 under	 collective	 bargaining agreements;	 unfair	 labor	 practice	 proceedings	 and	 other	 administrative	 proceedings	 before	 the	 National	 Labor	 Relations	 Board;	 claims	 of retaliation;	and	claims	for	or	regarding	benefits	under	various	Entergy	Corporation	sponsored	plans.	Entergy	and	the	Registrant	Subsidiaries	are responding	to	these	suits	and	proceedings	and	deny	liability	to	the	claimants.

# Employees

Employees	are	an	integral	part	of	Entergy's	commitment	to	serving	its	customers.	As	of	December	31,	2008,	Entergy	employed	14,669	people.

| Utility: |  |
| :--- | :--- |
| \t\tEntergy\tArkansas | 1,526 |
| \t\tEntergy\tGulf\tStates\tLouisiana | 858 |
| \t\tEntergy\tLouisiana | 1,008 |
| \t\tEntergy\tMississippi | 828 |
| \t\tEntergy\tNew\tOrleans | 378 |
| \t\tEntergy\tTexas | 744 |
| \t\tSystem\tEnergy | - |

| Entergy	Operations | 2,448 |
| :--- | :--- |
| \t\tEntergy\tServices | 3,179 |
| Entergy\tNuclear\tOperations | 3,620 |
| Other\tsubsidiaries | 80 |
| \t\t\t\t\tTotal\tEntergy | 14,669 |

Approximately	5,000	employees	are	represented	by	the	International	Brotherhood	of	Electrical	Workers	Union,	the	Utility	Workers	Union	of America,	the	International	Brotherhood	of	Teamsters	Union,	and	the	United	Government	Security	Officers	of	America.

# RISK	FACTORS

Investors	should	review	carefully	the	following	risk	factors	and	the	other	information	in	this	Form	10-K.	The	risks	that	Entergy	faces	are	not limited	to	those	in	this	section.	There	may	be	additional	risks	and	uncertainties	(either	currently	unknown	or	not	currently	believed	to	be	material) that	could	adversely	affect	Entergy's	financial	condition,	results	of	operations	and	liquidity.	See	"FORWARD-LOOKING	INFORMATION."

# Utility	Regulatory	Risks

# (Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans, Entergy	Texas	and	System	Energy)

The	terms	and	conditions	of	service,	including	electric	and	gas	rates,	of	the	Utility	operating	companies	and	System	Energy	are	determined through	regulatory	approval	proceedings	that	are	lengthy	and	subject	to	appeal	that	could	result	in	delays	in	effecting	rate	changes	and uncertainty	as	to	ultimate	results.

The	rates	that	the	Utility	operating	companies	and	System	Energy	charge	reflect	their	capital	expenditures,	operations	and	maintenance	charges, allowed	rates	of	return,	financing	costs,	and	related	costs	of	service.	These	rates	significantly	influence	the	financial	condition,	results	of	operations, and	liquidity	of	Entergy	and	each	of	the	Utility	operating	companies	and	System	Energy.	These	rates	are	determined	in	regulatory	proceedings	and are	subject	to	periodic	regulatory	review	and	adjustment.

In	addition,	regulators	can	initiate	proceedings	to	investigate	the	prudence	of	costs	in	the	Utility	operating	companies'	base	rates	and	examine, among	other	things,	the	prudence	of	the	companies'	operation	and	maintenance	practices,	level	of	expenditures	(including	storm	costs),	allowed rates	of	return	and	appropriate	rate	base,	proposed	resource	acquisitions	and	previously	incurred	capital	expenditures.		The	regulators	can	disallow costs	found	not	to	have	been	prudently	incurred,	creating	some	risk	to	the	ultimate	recovery	of	those	costs.	Regulatory	proceedings	relating	to	rates and	other	matters	typically	involve	multiple	parties	seeking	to	limit	or	reduce	rates.	The	proceedings	generally	have	long	timelines,	are	primarily based	on	historical	costs,	and	may	or	may	not	be	limited	by	statute,	which	could	cause	the	Utility	operating	companies	and	System	Energy	to experience	 regulatory	 lag	 in	 recovering	 such	 costs	 through	 rates.	Decisions	 are	 typically	 subject	 to	 appeal,	 potentially	 leading	 to	 additional uncertainty	associated	with	rate	case	proceedings.	The	Utility	operating	companies	and	System	Energy,	and	the	energy	industry	as	a	whole,	have experienced	a	period	of	rising	costs	and	investments,	which	could	result	in	more	frequent	rate	cases	and	requests	for,	and	the	continuation	of,	cost recovery	mechanisms.	For	information	regarding	rate	case	proceedings,	see	Note	2	to	the	financial	statements.

# The	 Utility	 operating	 companies	 recover	 fuel	 and	 purchased	 power	 costs through	 rate	 mechanisms that	 are	 subject to	 risks	 of	 delay	 or disallowance	in	regulatory	proceedings.

The	Utility	operating	companies	recover	their	fuel	and	purchased	power	costs	from	their	customers	through	rate	mechanisms	subject	to	periodic regulatory	 review	 and	 adjustment.	Because	the	regulatory	bodies	have	authority	to	disallow	incurred	costs	found	not	to	have	been	prudently incurred,	there	exists	some	risk	to	the	ultimate	recovery	of	those	costs.	Regulators	can	initiate	proceedings	to	investigate	the	continued	usage	or	the adequacy	and	operation	of	the	fuel	and	purchased	power	recovery	clauses	of	the	Utility	operating	companies	and	their	fuel	and	purchased	power procurement	practices.

The	Utility	operating	companies'	cash	flows	can	be	negatively	affected	by	the	time	delays	between	when	gas,	power	or	other	commodities	are purchased	and	the	ultimate	recovery	from	customers	in	rates.	On	occasion,	when	the	level	of	incurred	costs	for	fuel	and	purchased	power	rises	very dramatically,	some	of	the	Utility	operating	companies	may	agree	to	defer	recovery	of	a	portion	of	that	period's	fuel	and	purchased	power	costs	for recovery	at	a	later	date,	which	could	increase	the	near-term	working	capital	and	borrowing	requirements	of	those	companies.	For	a	description	of fuel	and	purchased	power	recovery	mechanisms	and	information	regarding	the	regulatory	proceedings	for	fuel	and	purchased	power	recovery,	see Note	2	to	the	financial	statements.

As	a	result	of	a	challenge	by	two	retail	regulatory	bodies,	the	manner	in	which	the	Utility	operating	companies	have	traditionally	shared	the costs	associated	with	coordinated	planning,	construction	and	operation	of	generating	resources	and	bulk	 transmission	facilities	has	been changed	by	the	FERC,	which	will	require	adjustment	of	retail	rates	in	the	jurisdictions	where	the	Utility	operating	companies	provide	service and	has	introduced	additional	uncertainty	in	the	ratemaking	process.

The	Utility	operating	companies	historically	have	engaged	in	the	coordinated	planning,	construction,	and	operation	of	generating	resources	and	bulk transmission	facilities	under	the	terms	of	the	System	Agreement,	which	is	a	rate	schedule	that	has	been	approved	by	the	FERC.	In	2005,	the	FERC issued	a	decision	requiring	changes	to	the	cost	allocation	methodology	used	in	that	rate	schedule.	In	2007	and	2008,	payments	(based	on	calendar year	2006	and	2007	production	costs,	respectively)	were	made	by	Entergy	Arkansas	to	certain	of	the	Utility	operating	companies.	Although	actual payments/receipts	for	2009,	based	on	calendar	year	2008	production	costs,	will	not	be	calculated	until	the	Utility	operating	companies	have	filed their	FERC	Form	1s,	preliminary	estimates	 indicate	 that	Entergy	Arkansas	will	be	required	 to	make	payments	of	$394	million	 in	2009	(as compared	 to	$252	million	 in	each	of	2007	and	2008).	Entergy's	management	believes	that	any	changes	in	the	allocation	of	production	costs resulting	from	the	FERC's	decision	and	related	retail	proceedings	should	result	in	similar	rate	changes	for	retail	customers.	The	timing	of	recovery of	these	costs	in	rates,	however,	could	be	the	subject	of	additional	regulatory	and	other	proceedings.

In	December	2005,	Entergy	Arkansas	provided	notice	of	its	intent	to	terminate	its	participation	in	the	System	Agreement.	In	November	2007, Entergy	Mississippi	provided	its	notice	to	terminate	its	participation	in	the	System	Agreement.	Each	notice	of	termination	is	effective	ninety-six (96)	months	from	the	date	of	notice	or	such	earlier	date	as	authorized	by	the	FERC.	Entergy	cannot	predict	the	timing	or	the	form	of	any	successor arrangement	to	the	System	Agreement,	to	the	extent	one	is	implemented,	or	the	effect	such	a	successor	arrangement	(or	the	absence	thereof)	will have	on	Entergy	or	the	Utility	operating	companies.

The	LPSC,	APSC,	MPSC	and	the	AEEC	have	appealed	the	2005	FERC	decision	to	the	Court	of	Appeals	for	the	D.C.	Circuit.	Entergy	and	the	City of	New	Orleans	intervened	in	the	various	appeals.	The	D.C.	Circuit	issued	its	decision	in	April	2008.	The	D.C.	Circuit	affirmed	the	FERC's decision	in	most	respects,	but	remanded	the	case	to	the	FERC	for	further	proceedings	and	reconsideration	of	its	conclusion	that	it	was	prohibited from	ordering	refunds	and	its	determination	to	implement	the	bandwidth	remedy	commencing	with	calendar	year	2006	production	costs	(with	the first	payments/receipts	commencing	in	June	2007),	rather	than	commencing	the	remedy	on	June	1,	2005.	The	D.C.	Circuit	concluded	the	FERC had	failed	to	offer	a	reasoned	explanation	regarding	these	issues.	On	July	17,	2008,	the	Utility	operating	companies	filed	with	FERC	a	motion proposing	additional	procedures	on	the	remanded	issues.	The	proceeding	is	pending	at	the	FERC.	For	information	regarding	these	and	other proceedings	associated	with	the	System	Agreement,	as	well	as	additional	information	regarding	the	System	Agreement	itself,	see	"Rate,	Cost- recovery,	and	Other	Regulation	-	Federal	Regulation	-	System	Agreement	Proceedings"	section	of	Management's	Financial	Discussion	and Analysis	for	Entergy	Corporation	and	each	of	the	Registrant	Subsidiaries.	See	"Fuel	and	purchased	power	cost	recovery,	Entergy	Texas,"	in Note	2	to	the	financial	statements	for	discussion	of	a	PUCT	decision	that	Entergy	Texas	is	currently	challenging	regarding	its	rough	production cost	equalization	receipts	that	could	result	in	$18.6	million	of	trapped	costs	between	Entergy's	Texas	and	Louisiana	jurisdictions.	Although	the outcome	and	timing	of	the	FERC	and	these	other	proceedings	and	appeals	cannot	be	predicted	at	this	time,	Entergy	Corporation	and	the	Utility operating	subsidiaries	do	not	believe	that	the	ultimate	resolution	of	these	proceedings	will	have	a	material	adverse	effect	on	their	liquidity,	financial condition	or	results	of	operations.

# (Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans, and	Entergy	Texas)

# A	delay	or	failure	in	recovering	amounts	for	storm	restoration	costs	incurred,	as	a	result	of	severe	weather	could	have	material	adverse	effects on	Entergy	and	those	Utility	operating	companies	affected	by	severe	weather.

Entergy's	and	its	Utility	operating	companies'	results	of	operations,	liquidity	and	financial	condition	can	be	materially	adversely	affected	by	the destructive	effects	of	severe	weather.	Severe	weather	can	also	result	in	significant	outages	for	the	customers	of	the	Utility	operating	companies and,	therefore,	reduced	revenues	for	the	Utility	operating	companies	during	the	period	of	the	outages.		A	delay	or	failure	in	recovering	amounts

for	storm	restoration	costs	incurred	or	revenues	lost	as	a	result	of	severe	weather	could	have	a	material	adverse	effect	on	Entergy	and	those	Utility operating	companies	affected	by	severe	weather.	For	example,	as	a	result	of	Hurricane	Gustav	and	Hurricane	Ike,	Entergy	Arkansas,	Entergy	Gulf States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans	and	Entergy	Texas	expect	to	incur	a	total	of	approximately	$1.295 billion	to	$1.360	billion	in	storm	restoration	costs	for	the	repair	or	replacement	of	their	electric	facilities	damaged	by	the	hurricanes.	In	addition,	as a	result	of	ice	storms	in	Entergy	Arkansas'	service	territory	in	January	2009,	Entergy	Arkansas	expects	to	incur	a	total	of	approximately	$165 million	to	$200	million	in	storm	restoration	costs	for	the	repair	or	replacement	of	the	electric	facilities	damaged	by	the	storms.	Entergy	and	certain of	the	Utility	operating	companies	are	considering	all	reasonable	avenues	to	recover	storm-related	costs,	including,	but	not	limited	to,	accessing funded	 storm	 reserves;	 federal	 and	 local	 cost	 recovery	 mechanisms,	 including	 requests	 for	 Community	 Development	 Block	 Grant	 funding; securitization;	and	insurance,	to	the	extent	deductibles	are	met.

The	non-capital	portion	of	the	restoration	costs	are	being	accumulated	as	regulatory	assets	(except	for	Entergy	Arkansas)	and	not	charged	against current	income	based	upon	expectation	of	cost	recovery.	Because	the	Utility	operating	companies	have	not	completed	the	regulatory	process	for recovery	of	these	storm	costs,	however,	there	is	an	element	of	risk	regarding	recovery.	For	example,	Entergy	Arkansas	requested	the	deferral	of $26	million	in	a	regulatory	asset	that	represents	extraordinary	storm	restoration	costs	for	the	year	2008	that	are	in	excess	of	the	$14.4	million included	in	base	rates.	The	regulatory	asset	would	be	recovered	through	a	surcharge	over	a	12-month	period	beginning	in	January	2009.	On December	19,	2008,	the	APSC	approved	Entergy	Arkansas'	request	to	defer	2008	extraordinary	storm	restoration	costs	for	recovery	via	a	storm damage	rider	 in	2009.	The	APSC	reduced	Entergy	Arkansas'	request	by	$4	million	 to	allow	for	standard	variation	 in	storm	costs	from	 the normalized	level	in	base	rates.	Entergy	Arkansas	is	permitted	to	recover	the	retail	portion	of	$22.3	million,	subject	to	adjustments	arising	from storm	 cost	 audit,	 earnings	 review,	 and	 other	 items	 consistent	 with	 past	 regulatory	 practice.	For	 further	 information	 regarding	 the	 effects	 of Hurricane	Gustav	and	Hurricane	Ike,	see	"Management's	Financial	Discussion	and	Analysis	-	Hurricane	Gustav	and	Hurricane	Ike"	for	Entergy	and each	of	the	Utility	operating	companies	(other	than	Entergy	Mississippi).	For	further	information	with	respect	to	storm	cost	recovery	regulatory filings,	see	Note	2	to	the	financial	statements.

# A	failure	to	obtain	renewed	licenses	for	the	continued	operation	of	the	Non-Utility	Nuclear	nuclear	power	plants	could	negatively	affect Entergy's	operations	and	lead	to	an	increase	in	decommissioning	costs	and	depreciation	rates.

The	pending	license	renewal	applications	for	four	of	Non-Utility	Nuclear's	nuclear	power	plants	and	the	potential	license	renewal	applications	of the	Utility	operating	company	nuclear	plants	are	the	subject	of	significant	public	and	local	political	debate	as	well	as	state	permitting	requirements. Various	 parties	 have	 expressed	 opposition	 to	 the	 pending	 license	 renewal	 applications.	In	 addition,	 a	 group	 of	 environmental	 and	 civic organizations	has	filed	a	petition	with	the	NRC	seeking	a	suspension	of	the	currently	pending	license	renewal	proceedings	for	Indian	Point,	Pilgrim and	Vermont	Yankee.	 In	addition	to	the	NRC	license	renewal	process	with	respect	to	Vermont	Yankee,	the	Vermont	Public	Service	Board	will need	to	amend	the	certificate	of	public	good	held	by	Entergy	Vermont	Yankee,	LLC	and	Entergy	Nuclear	Operations,	which	also	requires	Vermont legislative	approval,	and	the	Vermont	Public	Service	Board	and	the	Vermont	legislature	must	approve	the	continued	operation	of	Vermont	Yankee and	the	storing	of	generated	spent	fuel	in	Vermont	after	March	21,	2012.	If	the	NRC	or	the	states	in	which	Entergy's	nuclear	power	plants	are located,	to	the	extent	applicable,	do	not	renew	the	operating	licenses	for	one	or	more	of	these	plants,	or	otherwise	do	not	take	the	necessary	actions for	the	continued	operation	of	these	plants,	Entergy's	results	of	operations	could	be	adversely	affected	by	loss	of	revenue	associated	with	the	plant or	plants,	increased	depreciation	rates	and	accelerated	and	increased	decommissioning	costs.	In	addition,	Entergy	may	incur	increased	operating costs	depending	on	any	conditions	that	may	be	imposed	in	connection	with	license	renewal.

# Changing	Market	Structure	Risk

# (Entergy	Corporation	and	Entergy	Texas)

# Delays	and	uncertainty	relating	to	the	start	of	retail	open	access	in	Texas	for	Entergy	Texas	could	have	a	material	adverse	effect	on	Entergy Texas'	and	Entergy	Corporation's	financial	condition,	results	of	operations	and	liquidity.

The	PUCT	has	delayed	implementation	of	retail	open	access	in	Entergy	Texas'	service	territory.	Pursuant	to	a	statute	enacted	in	June	2005,	in	2006, the	PUCT	approved	a	rate	rider	allowing	Entergy	Texas	to	recover	reasonable	and	necessary	transition	to	competition	costs	previously	incurred	by Entergy	Texas.	The	statute	also	provides	(i)	for	Entergy	Texas	to	file	a	transition	to	competition	plan,	which	Entergy	Texas	filed	on	December	29, 2006,	and	(ii)	for	Entergy	Texas'	retail	rates	to	be	subject	to	cost-of-service	regulation	until	retail	customer	choice	is	implemented	in	its	service territory.

Under	the	transition	to	competition	plan	filed	by	Entergy	Texas	with	the	PUCT,	Entergy	Texas	proposed	joining	the	Electric	Reliability	Council	of Texas,	 or	 ERCOT,	 because	 ERCOT	 already	 has	 all	 of	 the	 prerequisites	 for	 retail	 choice.	Entergy	 Texas'	 filing	 included	 an	 estimate	 that construction	costs	for	facilities	to	interconnect	Entergy	Texas'	operations	with	ERCOT	and	implement	retail	open	access	could	be	approximately	$1 billion.	Under	Entergy	Texas'	plan,	retail	open	access	could	commence	as	early	as	2013,	although	that	is	unlikely	given	recent	PUCT	decisions. For	additional	 information	regarding	 joining	ERCOT,	see the	"Electric	Industry	Restructuring	(Entergy	Texas)"	section	of	Note	2 to	 the financial	statements.

Further	extended	delays	and	uncertainty	with	respect	to	whether	retail	open	access	will	be	implemented	in	Texas,	particularly	with	respect	to	the PUCT's	ultimate	decision	on	the	power	region	proposed	in	the	transition	to	competition	plan	filed	in	2006,	and	the	recovery	of	capital	costs	that may	be	incurred	in	connection	with	the	implementation	of	that	aspect	of	the	transition	to	competition	plan,	as	well	as	the	possibility	of	adverse decisions	in	proceedings	currently	pending,	or	which	will	be	commenced	in	the	future,	at	the	PUCT	(in	each	case	whether	related	to	the	statute	or otherwise),	could	have	a	material	adverse	effect	on	Entergy	Texas'	and	Entergy	Corporation's	financial	condition,	results	of	operations,	and liquidity.	For	additional	information	regarding	Entergy	Texas'	transition	to	competition	plan,	see	the	"Retail	Rate	Proceedings	-	Filings	with	the PUCT	and	Texas	Cities	(Entergy	Texas)"	section	of	Note	2	to	the	consolidated	financial	statements.

# Nuclear	Operating	and	Regulatory	Risks

# (Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	and	System	Energy)

Certain	of	the	Utility	operating	companies,	System	Energy,	and	Entergy's	Non-Utility	Nuclear	subsidiaries	must	consistently	operate	their nuclear	power	plants	at	high	capacity	factors	in	order	to	be	successful,	and	lower	capacity	factors	could	materially	adversely	affect	Entergy's and	their	results	of	operations,	financial	condition	and	liquidity.

Nuclear	capacity	factors	significantly	affect	certain	Utility	operating	companies',	System	Energy's	and	the	Non-Utility	Nuclear	subsidiaries'	results of	 operations.	 Nuclear	 plant	 operations	 involve	 substantial	 fixed	 operating	 costs,	 as	 well	 as	 non-fixed	 costs	 associated	 with	 plant	 operating conditions	and	issues.	Consequently,	to	be	successful,	a	plant	owner	must	consistently	operate	its	nuclear	power	plants	at	high	capacity	factors. Lower	capacity	factors	increase	operating	costs	by	requiring	the	affected	companies	to	generate	additional	energy,	sometimes	at	higher	costs,	from their	fossil	or	hydroelectric	facilities	or	purchase	additional	energy	in	the	spot	or	forward	markets	in	order	to	satisfy	their	supply	needs.	Although most	of	the	Non-Utility	Nuclear	forward	sales	are	on	a	pure	unit-contingent	basis,	which	depends	on	the	availability	of	the	asset,	some	of	the	unit- contingent	contracts	guarantee	a	specific	capacity	factor.	Non-Utility	Nuclear	forward	sales	can	also	be	on	a	Firm	LD	basis.	In	the	event	these plants	were	operating	below	the	guaranteed	capacity	factors,	the	unit-contingent	contracts	carrying	damage	provisions	would	subject	the	Entergy System	to	price	risk	for	the	undelivered	power	should	the	other	regional	generation	plants	not	be	able	to	produce	adequate	volumes	at	or	below	the contract	price.

Certain	of	the	Utility	operating	companies,	System	Energy,	and	Entergy's	Non-Utility	Nuclear	subsidiaries	periodically	shutdown	their	nuclear power	plants	to	replenish	fuel.	Plant	maintenance	and	upgrades	are	often	scheduled	during	such	fuel	outages.	If	refueling	outages	last	longer than	anticipated	or	if	unplanned	outages	arise,	Entergy's	and	their	results	of	operations,	financial	condition	and	liquidity	could	be	materially adversely	affected.

Outages	at	nuclear	power	plants	to	replenish	fuel	require	the	plant	to	be	"shutdown."	Refueling	outages	generally	are	planned	to	occur	once	every 18	to	24	months	and	have	historically	averaged	approximately	30	days	in	duration.	Plant	maintenance	and	upgrades	are	often	scheduled	during such	planned	outages.	When	planned	outages	last	longer	than	anticipated	or	a	plant	experiences	unplanned	outages,	capacity	factors	decrease	and maintenance	costs	increase.	The	Non-Utility	Nuclear	subsidiaries	may	face	lower	margins	due	to	higher	costs	and	lower	energy	sales	for	unit- contingent	power	supply	contracts	or	potentially	higher	energy	replacement	costs	for	unit-contingent	contracts	with	capacity	guarantees	that	are	not met	due	to	extended	or	unplanned	outages.

Certain	of	the	Utility	operating	companies,	System	Energy,	and	Entergy's	Non-Utility	Nuclear	subsidiaries	face	risks	related	to	the	purchase	of uranium	fuel	(and	its	conversion,	enrichment	and	fabrication),	and	their	inability	to	effectively	manage	these	risks	by	purchasing	from	a diversified	mix	of	sellers	located	in	a	diversified	mix	of	countries	could	materially	adversely	affect	Entergy's	and	their	results	of	operations, financial	condition	and	liquidity.

Based	upon	currently	planned	fuel	cycles,	Entergy's	nuclear	units	have	a	diversified	portfolio	of	contracts	and	inventory	that	provides	substantially adequate	nuclear	fuel	materials	and	conversion	and	enrichment	services	at	what	Entergy	believes	are	reasonably	predictable	through	most	of	2010. Entergy's	ability	to	purchase	nuclear	fuel	at	reasonably	predictable	prices,	however,	depends	upon	the	creditworthiness	and	performance	reliability of	uranium	miners,	as	well	as	upon	the	structure	of	Entergy's	contracts	for	the	purchase	of	nuclear	fuel.	For	example,	some	of	the	supply	under Entergy's	contracts	for	nuclear	fuel	is	effectively	on	a	"mine-contingent"	basis,	which	means	that	if	applicable	mines	are	unable	to	supply	sufficient uranium,	Entergy	may	be	required	to	purchase	some	nuclear	fuel	from	another	supplier.	There	are	a	number	of	possible	alternate	suppliers	that	may be	accessed	to	mitigate	such	an	event,	including	potentially	drawing	upon	Entergy's	own	inventory	intended	for	later	generation	periods	depending upon	its	risk	management	strategy	at	that	time,	although	the	pricing	of	any	such	alternate	uranium	supply	from	the	market	will	be	dependent	upon the	market	for	uranium	supply	at	that	time.	The	market	for	uranium	supply	became	extremely	limited	and	volatile	in	2006	and	2007,	but	settled

down	substantially	in	2008.	Market	prices	for	uranium	concentrates	rose	from	about	$7	per	pound	in	December	2000	to	a	2007	range	of	$70	to $135	per	pound,	but	in	2008	traded	in	a	range	of	about	$45	to	$90	per	pound	and	ended	the	year	around	$50	per	pound.	Although	some	level	of uranium	price	volatility	is	possible,	the	high	2007	level	of	volatility	is	not	expected	to	continue	(Entergy	anticipates	more	like	the	2008	degree	of price	volatility,	or	less,	barring	major	supply	events),	and	the	effects	of	market	price	changes	may	be	reduced	and	deferred	by	risk	management strategies	(such	as	opportunistic	buying	for	 inventory	or	entering	 into	forward	physical	contracts	at	fixed	prices	when	Entergy	believes	 it	 is appropriate	and	useful).	Entergy	buys	uranium	from	a	diversified	mix	of	sellers	located	in	a	diversified	mix	of	countries,	and	from	time	to	time purchases	from	nearly	all	qualified	reliable	major	market	participants	worldwide	that	sell	into	the	U.S.	The	recent	higher	nuclear	fuel	market	prices of	2006-2009	compared	to	the	2000-2005	period	affect	the	U.S.	nuclear	utility	industry,	including	Entergy,	first	in	cash	flow	requirements	for	fuel acquisition,	and	then,	some	time	later,	in	nuclear	fuel	expenses.	For	example,	for	a	nuclear	fleet	the	size	of	Entergy's,	the	current	market	value	of annual	enriched	uranium	requirements	has	increased	by	several	hundred	million	dollars	compared	to	about	five	years	ago.	As	nuclear	fuel	installed in	the	core	in	nuclear	power	plants	is	replaced	fractionally	over	an	approximate	five-year	period,	nuclear	fuel	expense	is	beginning	to,	and	will eventually	with	a	time	lag,	reflect	current	market	prices	and	can	be	expected	to	increase	from	the	previously	reported	industry	levels	of	about	0.5 cents	per	kWh	to	closer	to	1.0	cent	per	kWh.	Entergy's	nuclear	fuel	contract	portfolio	has	provided	a	degree	of	price	hedging	against	the	full	extent of	market	prices	through	2010,	but	market	trends	will	eventually	affect	the	costs	of	all	nuclear	plant	operators.	Although	Entergy's	nuclear	fuel contract	portfolio	provides	a	degree	of	hedging	against	these	market	risks	for	several	years,	the	increased	costs	for	nuclear	fuel	in	the	future	cannot be	predicted	with	certainty	due	to	market	trends,	and	could	materially	adversely	affect	certain	of	the	Utility	operating	companies,	System	Energy, and	the	Non-Utility	Nuclear	subsidiaries'	liquidity,	financial	condition	and	results	of	operations.

# Certain	of	the	Utility	operating	companies,	System	Energy,	and	Entergy's	Non-Utility	Nuclear	subsidiaries	face	the	risk	that	the	Nuclear Regulatory	Commission	will	change	or	modify	its	regulations	or	suspend	or	revoke	their	licenses,	which	could	materially	adversely	affect Entergy's	and	their	results	of	operations,	financial	condition	and	liquidity.

Under	the	Atomic	Energy	Act	and	Energy	Reorganization	Act,	the	NRC	regulates	the	operation	of	nuclear	power	plants.	The	NRC	may	modify, suspend	or	revoke	licenses,	shut	down	a	nuclear	facility	and	impose	civil	penalties	for	failure	to	comply	with	the	Atomic	Energy	Act,	related regulations	or	the	terms	of	the	licenses	for	nuclear	facilities.	A	change	in	the	Atomic	Energy	Act	or	the	applicable	regulations	or	licenses	may require	a	substantial	increase	in	capital	expenditures	or	may	result	in	increased	operating	or	decommissioning	costs	and	significantly	affect	the results	 of	 operations,	 liquidity	 or	 financial	 condition	 of	 Entergy	 (through	 its	 ownership	 of	 the	 Non-Utility	 Nuclear	 subsidiaries),	 its	 Utility operating	companies,	System	Energy	or	the	Non-Utility	Nuclear	subsidiaries.	Events	at	nuclear	plants	owned	by	others,	as	well	as	those	owned	by one	of	these	companies,	may	cause	the	NRC	to	initiate	such	actions.	As	a	result,	if	an	incident	were	to	occur	at	any	nuclear	generating	unit	- whether	an	Entergy	nuclear	generating	unit	or	not	-	it	could	materially	adversely	affect	the	financial	condition,	results	of	operations	and	liquidity	of Entergy,	certain	of	the	Utility	operating	companies,	System	Energy	or	the	Non-Utility	Nuclear	subsidiaries.

Certain	of	the	Utility	operating	companies,	System	Energy,	and	Entergy's	Non-Utility	Nuclear	subsidiaries	are	exposed	to	risks	and	costs related	to	operating	and	maintaining	their	aging	nuclear	power	plants,	and	their	failure	to	maintain	operational	efficiency	at	their	nuclear power	plants	could	materially	adversely	affect	Entergy's	and	their	results	of	operations,	financial	condition	and	liquidity.

The	nuclear	generating	units	owned	by	certain	of	the	Utility	operating	companies,	System	Energy,	and	Entergy's	Non-Utility	Nuclear	business began	commercial	operations	in	the	1970s-1980s.	Older	equipment	may	require	significant	capital	expenditures	to	keep	each	of	these	nuclear power	plants	operating	efficiently.	This	equipment	is	also	likely	to	require	periodic	upgrading	and	improvement.	Any	unexpected	failure,	including failure	associated	with	breakdowns,	forced	outages	or	any	unanticipated	capital	expenditures,	could	result	in	reduced	profitability.	Operations	at any	of	the	nuclear	generating	units	owned	and	operated	by	Entergy's	subsidiaries	could	degrade	to	the	point	where	the	affected	unit	needs	to	be	shut down	or	operated	at	less	than	full	capacity.	If	this	were	to	happen,	identifying	and	correcting	the	causes	may	require	significant	time	and	expense. A	decision	may	be	made	to	close	a	unit	rather	than	incur	the	expense	of	restarting	it	or	returning	the	unit	to	full

capacity.	For	the	Non-Utility	Nuclear	subsidiaries,	this	could	result	in	lost	revenue	and	increased	fuel	and	purchased	power	expense	to	meet	supply commitments	and	penalties	for	failure	to	perform	under	its	contracts	with	customers.	Moreover,	Entergy	is	becoming	more	dependent	on	fewer suppliers	for	key	parts	of	Entergy's	nuclear	power	plants	that	may	need	to	be	replaced	or	refurbished.	This	dependence	on	a	reduced	number	of suppliers	could	result	in	replacement	delays	in	obtaining	qualified	parts	and,	therefore,	greater	expense	for	Entergy.

The	costs	associated	with	the	storage	of	the	spent	nuclear	fuel	of	certain	of	the	Utility	operating	companies,	System	Energy	and	the	Non-Utility Nuclear	subsidiaries,	as	well	as	the	costs	of	and	their	ability	to	fully	decommission	their	nuclear	power	plants,	could	be	significantly	affected	by the	timing	of	the	opening	of	a	spent	nuclear	fuel	storage	facility	such	as	the	one	proposed	for	Yucca	Mountain,	Nevada,	as	well	as	interim storage	and	transportation	requirements.

Certain	of	the	Utility	operating	companies,	System	Energy	and	the	Non-Utility	Nuclear	subsidiaries	incur	costs	on	an	annual	basis	for	the	on-site

storage	of	spent	nuclear	fuel.	The	approval	of	a	national	repository	for	the	storage	of	spent	nuclear	fuel,	such	as	the	one	proposed	for	Yucca Mountain,	Nevada,	and	the	timing	of	such	facility	opening,	will	significantly	affect	the	costs	associated	with	storage	of	spent	nuclear	fuel.	The costs	of	on-site	storage	will	also	be	subject	to	regulatory	requirements	for	such	storage	as	well	as	transportation	to	a	permanent	storage	facility.	In addition,	the	availability	of	a	repository	for	spent	nuclear	fuel	may	affect	the	ability	to	fully	decommission	the	nuclear	units	and	the	costs	relating to	decommissioning.

# Certain	of	the	Utility	operating	companies,	System	Energy,	and	Entergy's	Non-Utility	Nuclear	subsidiaries	may	be	required	to	pay	substantial retrospective	premiums	imposed	under	the	Price-Anderson	Act	in	the	event	of	a	nuclear	incident,	and	losses	not	covered	by	insurance	could have	a	material	adverse	effect	on	Entergy's	and	their	results	of	operations,	financial	condition	or	liquidity.

Accidents	and	other	unforeseen	problems	at	nuclear	power	plants	have	occurred	both	in	the	United	States	and	elsewhere.	The	consequences	of	an accident	can	be	severe	and	include	loss	of	life	and	property	damage.	The	Price-Anderson	Act	limits	each	reactor	owner's	public	liability	for	a	single nuclear	incident	to	the	payment	of	retrospective	premiums	into	a	secondary	insurance	pool	of	up	to	approximately	$117.5	million	per	reactor.	With 104	reactors	currently	participating,	this	translates	to	a	total	public	liability	cap	of	approximately	$12.2	billion	per	incident.	The	limit	is	subject	to change	to	account	for	the	effects	of	inflation,	a	change	in	the	primary	limit	of	insurance	coverage,	and	changes	in	the	number	of	licensed	reactors. As	required	by	the	Price-Anderson	Act,	the	Utility	operating	companies,	System	Energy,	and	Non-Utility	Nuclear	subsidiaries	carry	the	maximum available	amount	of	primary	nuclear	liability	insurance	(currently	$300	million	for	each	operating	site).	Claims	for	any	nuclear	incident	exceeding that	amount	are	covered	under	the	retrospective	premiums	paid	into	the	secondary	insurance	pool.	As	a	result,	in	the	event	of	a	nuclear	incident that	causes	damages	in	excess	of	the	$300	million	in	primary	insurance	coverage,	each	owner	of	a	nuclear	plant	reactor,	including	Entergy's	Utility operating	companies,	System	Energy,	and	the	Non-Utility	Nuclear	plant	owners,	will	be	required	to	pay	a	retrospective	premium,	equal	to	its proportionate	share	of	the	loss	in	excess	of	the	$300	million	primary	level,	up	to	a	maximum	of	$117.5	million	per	reactor	per	incident	(Entergy's maximum	total	contingent	obligation	per	incident	is	$1.3	billion).	The	retrospective	premium	payment	is	currently	limited	to	$17.5	million	per	year per	reactor	until	the	aggregate	public	liability	for	each	licensee	is	paid	up	to	the	$117.5	million	cap.	As	an	owner	of	nuclear	power	plants,	Entergy participates	in	these	mandatory	industry	self-insurance	programs	and	could	be	liable	to	fund	claims	should	a	plant	owned	by	a	different	company experience	a	major	event.	Any	resulting	liability	from	a	nuclear	accident	may	exceed	any	of	the	Utility	operating	companies',	System	Energy's,	or the	Non-Utility	Nuclear	subsidiaries'	primary	insurance	coverage,	and	require	contribution	of	additional	funds	through	the	industry-wide	program that	could	significantly	affect	the	results	of	operations,	financial	condition	or	liquidity	of	Entergy,	certain	of	the	Utility	operating	companies, System	Energy	or	the	Non-Utility	Nuclear	subsidiaries.

# Market	performance	and	other	changes	may	decrease	the	value	of	assets	in	the	decommissioning	trusts,	which	then	could	require	significant additional	funding.

9;	Owners	of	nuclear	generating	plants	have	an	obligation	to	decommission	those	plants.	Certain	of	the	Utility	operating	companies,	System	Energy and	the	Non-Utility	Nuclear	subsidiaries	maintain	decommissioning	trust	funds	for	this	purpose.	Certain	of	the	Utility	operating	companies	collect funds	from	their	customers,	which	are	deposited	into	the	trusts	covering	the	units	operated	for	or	on	behalf	of	 those	companies.	Those	rate collections	are	based	upon	operating	license	lives	as	well	as	estimated	trust	fund	earnings	and	decommissioning	costs.	In	connection	with	the acquisition	of	certain	nuclear	plants,	the	Entergy	Non-Utility	Nuclear	subsidiaries	also	acquired	decommissioning	trust	funds	that	are	funded	in accordance	with	NRC	regulations.	Assets	in	these	trust	funds	are	subject	to	market	fluctuations,	will	yield	uncertain	returns	that	may	fall	below projected	return	rates,	and	may	result	in	losses	resulting	from	the	recognition	of	impairments	of	the	value	of	certain

securities	held	in	these	trust	funds.	An	early	plant	shutdown,	poor	investment	results	(depending	on	the	performance	of	and	volatility	in	the	capital markets)	or	higher	than	anticipated	decommissioning	costs	could	cause	trust	fund	assets	to	be	insufficient	to	meet	the	decommissioning	obligations, with	 the	 result	 that	 the	 Non-Utility	 Nuclear	 subsidiaries	 may	 be	 required	 to	 provide	 additional	 funds	 or	 credit	 support	 to	 satisfy	 regulatory requirements	for	decommissioning.	For	further	information	regarding	nuclear	decommissioning	costs,	see	the	"Critical	Accounting	Estimates	- Nuclear	Decommissioning	Costs"	section	of	Management's	Financial	Discussion	and	Analysis	for	Entergy,	Entergy	Arkansas,	Entergy	Gulf States	Louisiana,	Entergy	Louisiana,	and	System	Energy.

The	decommissioning	trust	fund	assets	for	the	nuclear	power	plants	owned	by	Entergy's	Non-Utility	Nuclear	subsidiaries	may	not	be	adequate to	meet	decommissioning	obligations	if	one	or	more	of	their	nuclear	power	plants	is	retired	earlier	than	the	anticipated	shutdown	date	or	if current	regulatory	requirements	change	which	then	could	require	additional	funding.

Under	 Nuclear	 Regulatory	 Commission	 regulations,	 Entergy	 is	 permitted	 to	 project	 the	 Nuclear	 Regulatory	 Commission-required decommissioning	amount	based	on	a	Nuclear	Regulatory	Commission	formula	and	the	amount	in	each	of	its	Non-Utility	Nuclear	nuclear	power plant's	 decommissioning	 trusts.	 The	 projections	 are	 made	 based	 on	 the	 scheduled	 shutdown	 date	 and	 the	 mid-point	 of	 the	 subsequent decommissioning	process	for	each	of	these	nuclear	power	plants,	with	the	earliest	scheduled	shutdown	being	Vermont	Yankee	in	2012.	As	a	result, if	the	projected	amount	of	our	decommissioning	trusts	exceeds	the	projected	Nuclear	Regulatory	Commission-required	decommissioning	amount, then	its	decommissioning	obligations	are	considered	to	be	funded	in	accordance	with	Nuclear	Regulatory	Commission	regulations.	In	the	event	the Nuclear	Regulatory	Commission's	formula	does	not	sufficiently	reflect	the	actual	costs	Entergy	would	be	required	to	incur	to	decommission	these nuclear	power	plants,	additional	resources	would	be	required.	Furthermore,	depending	upon	the	level	of	funding	available	in	the	trust	funds,	the Nuclear	Regulatory	Commission	may	not	permit	the	trust	funds	to	be	used	to	pay	for	related	costs	such	as	the	management	of	spent	nuclear	fuel that	are	not	included	in	the	formula.	The	Nuclear	Regulatory	Commission	may	also	require	that	separate	financial	assurances	be	provided	as	part	of a	plan	for	the	funding	of	spent	fuel	management	costs.	In	addition	to	Nuclear	Regulatory	Commission	requirements,	certain	of	the	states	in	which Entergy's	Non-Utility	Nuclear	nuclear	power	plants	are	located	have	imposed	other	decommissioning	related	obligations,	which	Entergy	believes	it will	be	able	to	satisfy.	With	respect	to	the	decommissioning	trusts	for	Vermont	Yankee,	Indian	Point	2	and	Palisades,	the	total	amount	in	each	of those	trusts	as	of	December	31,	2008	would	not	have	been	sufficient	to	initiate	and	complete	the	immediate	near-term	decommissioning	of	the respective	unit	as	of	such	date,	but	rather	the	funds	would	have	been	sufficient	to	place	the	unit	in	a	condition	of	safe	storage	status	pending	future completion	of	decommissioning.	For	example,	if	Entergy	had	decided	to	shutdown	and	immediately	begin	decommissioning	one	of	those	nuclear power	plants	on	December	31,	2008,	its	trust	funds	for	the	plant	would	have	been	insufficient	and	Entergy	would	have	been	required	to	rely	on other	capital	resources	to	fund	the	entire	decommissioning	obligations	unless	the	completion	of	decommissioning	could	be	deferred	during	many years	of	safe	storage	status.	Thus,	if	Entergy	decides	to	shutdown	one	of	these	nuclear	power	plants	earlier	than	the	scheduled	shutdown	date, Entergy	may	be	unable	to	rely	upon	only	the	decommissioning	trust	to	fund	the	entire	decommissioning	obligations,	which	would	require	it	to

obtain	funding	from	other	sources.	Further,	federal	or	state	regulatory	changes,	including	mandated	increases	in	decommissioning	funding,	may also	increase	the	funding	requirements	of,	or	accelerate	the	timing	for	funding	of,	the	obligations	related	to	the	decommissioning	of	its	Non-Utility Nuclear	nuclear	power	plants.	As	a	result,	under	any	of	these	circumstances,	Entergy's	results	of	operations,	liquidity	and	financial	condition	could be	materially	adversely	affected.

# The	nuclear	power	plants	owned	by	Entergy's	Non-Utility	Nuclear	business	will	be	exposed	to	price	risk	to	the	extent	they	must	compete	for	the advance	sale	of	energy	and	capacity	or	accept	spot	prices	in	the	day-ahead	markets.

Entergy	and	its	subsidiaries	are	not	guaranteed	any	rate	of	return	on	their	capital	investments	in	non-utility	regulated	businesses.	In	particular,	the sale	of	capacity	and	energy	from	the	nuclear	power	plants	owned	by	Entergy's	Non-Utility	Nuclear	business,	unless	otherwise	contracted,	is	subject to	the	fluctuation	of	market	power	prices.	As	of	December	31,	2008,	the	nuclear	power	generation	plants	owned	by	Entergy's	Non-Utility	Nuclear business	had	sold	forward	86%,	66%,	46%,	25%	and	18%	of	its	generation	portfolio's	planned	energy	output	for	2009,	2010,	2011,	2012	and	2013, respectively.	The	obligations	under	most	of	these	agreements	are	contingent	on	a	unit	being	available	to	generate	power.	For	some	unit-contingent obligations,	however,	there	is	also	a	guarantee	of	availability	that	provides	for	the	payment	to	the	power	purchaser	of	contract	damages,	if	incurred, in	the	event	the	unit	owners	fails	to	deliver	power	as	a	result	of	the	failure	of	the	specified	generation	unit	to	generate	power	at	or	above	a	specified availability	threshold.	In	addition,	for	those	obligations	that	are	not	unit-contingent,	the	unit	owner	will	be	required	to	pay	the	purchaser	the difference	between	the	market	price	at	the	delivery	point	and	the	contract	price,	and	the	amount	of	such	payments	could	be	substantial.

Market	prices	may	fluctuate	substantially	sometimes	over	relatively	short	periods	of	time	and	at	other	times	experience	sustained	increases	or decreases.	Demand	for	electricity	and	its	fuel	stock	can	fluctuate	dramatically,	creating	periods	of	substantial	under-	or	over-supply.	During	periods of	over-supply,	prices	might	be	depressed.	Also,	at	times	there	may	be	political	pressure,	or	pressure	from	regulatory	authorities	with	jurisdiction over	wholesale	and	retail	energy	commodity	and	transportation	rates,	to	impose	price	limitations,	bidding	rules	and	other	mechanisms	to	address volatility	and	other	issues	in	these	markets.

When	sold	in	advance,	contract	prices	are	influenced	both	by	market	conditions	as	well	as	the	contract	terms	such	as	damage	provisions,	credit support	requirements	and	the	number	of	available	counterparties	interested	in	contracting	for	the	desired	forward	period.	Depending	on	differences between	market	factors	at	the	time	of	contracting	versus	current	conditions,	Non-Utility	Nuclear's	contract	portfolio	may	have	average	contract prices	greater	or	below	current	market	prices,	including	at	the	expiration	of	the	contracts,	which	could	significantly	affect	Non-Utility	Nuclear's results	of	operations,	financial	condition	and	liquidity.

Among	the	factors	that	could	affect	market	prices	for	electricity	and	fuel,	all	of	which	are	beyond	Entergy's	control	to	a	significant	degree,	are:

prevailing	market	prices	for	natural	gas,	uranium	(and	its	conversion,	enrichment	and	fabrication),	coal,	oil,	and	other	fuels	used	in	electric generation	plants,	including	associated	transportation	costs,	and	supplies	of	such	commodities;

availability	of	competitively	priced	alternative	energy	sources	and	the	requirements	of	a	renewable	portfolio	standard;

changes	in	production	and	storage	levels	of	natural	gas,	lignite,	coal	and	crude	oil	and	refined	products;

liquidity	in	the	general	wholesale	electricity	market;

the	actions	of	external	parties,	such	as	the	FERC	and	local	independent	system	operators,	that	may	impose	price	limitations	and	other mechanisms	to	address	some	of	the	volatility	in	the	energy	markets;

transmission	or	fuel	transportation	constraints,	inoperability	or	inefficiencies;

the	general	demand	for	electricity;

weather	conditions	affecting	demand	for	electricity	or	availability	of	hydroelectric	power	or	fuel	supplies;

the	rate	of	growth	in	demand	for	electricity	as	a	result	of	population	changes,	regional	economic	conditions	and	the	implementation	of conservation	programs;

regulatory	policies	of	state	agencies	that	affect	the	willingness	of	Entergy's	Non-Utility	Nuclear	customers	to	enter	into	long-term	contracts generally,	and	contracts	for	energy	in	particular;

increases	in	supplies	due	to	actions	of	current	Entergy	Non-Utility	Nuclear	competitors	or	new	market	entrants,	including	the	development	of new	generation	facilities,	expansion	of	existing	generation	facilities,	the	disaggregation	of	vertically	integrated	utilities	and	improvements	in transmission	that	allow	additional	supply	to	reach	Entergy's	Non-Utility	Nuclear	markets;

union	and	labor	relations;

changes	in	Federal	and	state	energy	and	environmental	laws	and	regulations	and	other	initiatives,	including	but	not	limited	to,	the	price impacts	of	proposed	emission	controls	such	as	the	Regional	Greenhouse	Gas	Initiative	(RGGI);	and

natural	disasters,	wars,	embargoes	and	other	catastrophic	events.

New	or	existing	safety	concerns	regarding	operating	nuclear	power	plants	and	nuclear	fuel	could	lead	to	restrictions	upon	the	operation	of	the Non-Utility	Nuclear	power	plants.

Concerns	are	being	expressed	in	public	forums	about	the	safety	of	nuclear	generating	units	and	nuclear	fuel,	in	particular	in	the	northeastern	United States,	which	is	where	five	of	the	six	units	in	the	current	fleet	of	Non-Utility	Nuclear	generating	units	are	located.	These	concerns	have	led	to,	and are	 expected	 to	 continue	 to	 lead	 to,	 various	 proposals	 to	 Federal	 regulators	 as	 well	 as	 governing	 bodies	 in	 some	 localities	 where	 Entergy's subsidiaries	own	nuclear	generating	units	for	legislative	and	regulatory	changes	that	could	lead	to	the	shut-down	of	nuclear	units,	denial	of	license renewal	applications,	municipalization	of	nuclear	units,	restrictions	on	nuclear	units	as	a	result	of	unavailability	of	sites	for	spent	nuclear	fuel storage	and	disposal,	or	other	adverse	effects	on	owning	and	operating	nuclear	generating	units.	Entergy	vigorously	responds	to	these	concerns	and proposals.	If	any	of	the	existing	proposals,	or	any	proposals	that	arise	in	the	future,	relating	to	legislative	and	regulatory	changes	become	effective, they	could	have	a	material	adverse	effect	on	Entergy's	results	of	operations,	financial	condition	and	liquidity.

General	Business	Risks

Entergy	and	the	Utility	operating	companies	depend	on	access	to	the	capital	markets	and,	at	times,	may	face	potential	liquidity	constraints, which	could	make	it	more	difficult	to	handle	future	contingencies	such	as	natural	disasters	or	substantial	increases	in	gas	and	fuel	prices.	If the	national	and	world-wide	financial	crisis	continues	or	intensifies,	potential	disruptions	in	the	capital	and	credit	markets	may	adversely	affect Entergy	and	its	subsidiaries'	ability	to	meet	liquidity	needs,	access	capital	and	operate	and	grow	their	businesses,	and	the	cost	of	capital.

Entergy's	business	is	capital	intensive	and	dependent	upon	its	ability	to	access	capital	at	reasonable	rates	and	other	terms.	At	times	there	are	also spikes	in	the	price	for	natural	gas	and	other	commodities	that	increase	the	liquidity	requirements	of	the	Utility	operating	companies.	In	addition, Entergy's	and	the	Utility	operating	companies'	liquidity	needs	could	significantly	increase	in	the	event	of	a	hurricane	or	other	weather-related	or unforeseen	disaster	similar	to	that	experienced	in	Entergy's	service	territory	with	Hurricane	Katrina	and	Hurricane	Rita	in	2005	and	Hurricane Gustav	and	Hurricane	Ike	in	2008.	The	occurrence	of	one	or	more	contingencies,	including	a	delay	in	regulatory	recovery	of	fuel	or	purchased power	costs	or	storm	restoration	costs,	an	acceleration	of	payments	or	decreased	credit	lines,	less	cash	flow	from	operations	than	expected	or	other unknown	events,	such	as	future	storms,	could	cause	the	financing	needs	of	Entergy	and	its	subsidiaries	to	increase.	In	addition,	accessing	the	capital markets	more	frequently	in	these	situations	may	result	in	an	increase	in	leverage.	Material	leverage	increases	could	negatively	affect	the	credit ratings	of	Entergy	and	the	Utility	operating	companies,	which	in	turn	could	negatively	affect	access	to	the	capital	markets.

The	global	capital	and	credit	markets	experienced	volatility	and	disruption	in	2008,	particularly	since	early	September,	and	continue	to	experience volatility	and	disruption	in	2009.	The	inability	to	raise	capital	on	favorable	terms,	particularly	during	times	of	uncertainty	in	the	capital	markets, could	negatively	affect	Entergy	and	its	subsidiaries'	ability	to	maintain	and	to	expand	their	businesses.	Events	beyond	Entergy's	control,	such	as	the extreme	volatility	and	disruption	in	global	capital	and	credit	markets	in	2008,	may	create	uncertainty	that	could	increase	its	cost	of	capital	or	impair its	ability	to	access	the	capital	markets,	including	the	ability	to	draw	on	its	bank	credit	facilities.	Long-term	debt

maturities	in	2009	occur	in	the	fourth	quarter	and	include	$219	million	at	the	Utility,	$30	million	at	Non-Utility	Nuclear,	and	$267	million	at Entergy	Corporation,	most	of	which	Entergy	plans	to	refinance	in	the	capital	markets	subject	to	access	and	market	conditions.		In	addition,	the Entergy	Arkansas	and	Entergy	Mississippi	revolving	credit	facilities	of	$100	million	and	$50	million	expire	in	April	and	May	2009,	respectively. Although	Entergy	is	actively	developing	plans	and	strategies	to	renew	these	facilities,	Entergy	is	unable	to	predict	the	degree	of	success	it	will	have in	renewing	or	replacing	either	of	these	facilities.	Moreover,	the	size,	terms,	and	covenants	of	any	new	credit	facilities	may	not	be	comparable	to, and	may	be	more	restrictive	than,	the	existing	facilities.	If	Entergy	and	its	subsidiaries	are	unable	to	access	the	credit	and	capital	markets	on	terms that	are	reasonable,	they	may	have	to	delay	raising	capital,	issue	shorter-term	securities	and/or	bear	an	unfavorable	cost	of	capital,	which,	in	turn, could	impact	their	ability	to	grow	their	businesses,	decrease	earnings,	significantly	reduce	financial	flexibility	and/or	limit	Entergy's	ability	to sustain	its	current	common	stock	dividend	level.

A	downgrade	in	Entergy	Corporation's	or	its	subsidiaries'	credit	ratings	could	negatively	affect	Entergy	Corporation's	and	its	subsidiaries' ability	to	access	capital	and/or	could	require	Entergy	Corporation	or	its	subsidiaries	to	post	collateral,	accelerate	certain	payments	or	repay certain	indebtedness.

There	are	a	number	of	factors	that	rating	agencies	evaluate	to	arrive	at	credit	ratings	for	Entergy	Corporation	and	the	Registrant	Subsidiaries, including	 the	 ability	 to	 cover	 liquidity	 requirements,	 the	 availability	 of	 committed	 external	 credit	 support,	 and	 Entergy	 Corporation's	 share repurchase	program,	dividend	policy	and	other	commitments	for	capital.	If	one	or	more	rating	agencies	downgrade	Entergy	Corporation's,	any	of the	Utility	operating	companies',	or	System	Entergy's	ratings,	particularly	below	investment	grade,	borrowing	costs	would	increase,	the	potential pool	of	investors	and	funding	sources	would	likely	decrease,	and	cash	or	Letter	of	Credit	quality	collateral	demands	may	be	triggered	by	the	terms of	a	number	of	commodity	contracts,	leases	and	other	agreements.

Most	of	Entergy	Corporation's	and	its	subsidiaries'	large	customers,	suppliers	and	counterparties	require	sufficient	creditworthiness	to	enter	into transactions.	If	Entergy	Corporation's	or	its	subsidiaries'	ratings	decline,	particularly	below	investment	grade,	or	if	certain	counterparties	believe Entergy	Corporation	or	the	Utility	operating	companies	are	losing	creditworthiness	and	demand	adequate	assurance	under	fuel,	gas	and	purchased power	contracts,	the	counterparties	may	require	posting	of	collateral	in	cash	or	letters	of	credit,	prepayment	for	fuel,	gas	or	purchased	power	or accelerated	payment,	or	counterparties	may	decline	business	with	Entergy	Corporation	or	its	subsidiaries.	At	December	31,	2008,	based	on	power prices	at	that	time,	Entergy	had	in	place	as	collateral	$536	million	of	Entergy	Corporation	guarantees	for	wholesale	transactions,	including	$60 million	of	guarantees	that	support	letters	of	credit	and	$2	million	of	cash	collateral.	In	the	event	of	a	decrease	in	Entergy	Corporation's	credit	rating to	below	investment	grade,	based	on	power	prices	as	of	December	31,	2008,	Entergy	would	have	been	required	to	replace	approximately	$76 million	of	the	Entergy	Corporation	guarantees	with	cash	or	letters	of	credit	under	some	of	the	agreements.	The	amount	of	Entergy	Corporation guarantees	Entergy	would	be	required	to	replace	will	fluctuate	depending	on	changes	in	power	prices.

The	 construction	 of,	 and	 capital	 improvements	 to,	 power	 generation	 facilities	 involve	 substantial	 risks.	 	 Should	 construction	 or	 capital improvement	efforts	be	unsuccessful,	the	financial	conditions,	results	of	operations	or	liquidity	of	Entergy	and	the	Utility	operating	companies could	be	materially	adversely	affected.

Entergy's	and	the	Utility	operating	companies'	ability	to	complete	construction	of	power	generation	facilities	in	a	timely	manner	and	within	budget is	contingent	upon	many	variables	and	subject	to	substantial	risks.	These	variables	include,	but	are	not	limited	to,	project	management	expertise	and escalating	 costs	 for	 materials,	 labor	 and	 environmental	 compliance.	 Delays	 in	 obtaining	 permits,	 shortages	 in	 materials	 and	 qualified	 labor, suppliers	and	contractors	not	performing	as	required	under	their	contracts,	changes	in	the	scope	and	timing	of	projects,	the	inability	to	raise	capital on	favorable	terms,	and	other	events	beyond	the	control	of	the	Utility	operating	companies	may	occur	that	may

materially	affect	the	schedule,	cost	and	performance	of	these	projects.	If	these	projects	are	significantly	delayed	or	become	subject	to	cost	overruns or	cancellation,	Entergy	and	the	Utility	operating	companies	could	incur	additional	costs	and	termination	payments,	or	face	increased	risk	of

potential	 write-off	 of	 the	 investment	 in	 the	 project.	For	 further	 information	 regarding	 capital	 expenditure	 plans	 and	 other	 uses	 of	 capital	 in connection	with	the	potential	construction	of	additional	generation	supply	sources	within	the	Utility	operating	companies'	service	territory,	see	the "Capital	Expenditure	Plans	and	Other	Uses	of	Capital"	section	of	Management's	Financial	Discussion	and	Analysis	for	Entergy	and	each	of	the Registrant	Subsidiaries.

The	 Utility	 operating	 companies,	 System	 Energy	 and	 Entergy's	 Non-Utility	 Nuclear	 business	 may incur	 substantial	 costs to fulfill their obligations	related	to	reliability	standards,	environmental,	and	other	matters.

The	businesses	in	which	the	Utility	operating	companies,	System	Energy	and	the	Non-Utility	Nuclear	business	operate	are	subject	to	extensive environmental	regulation	by	local,	state	and	Federal	authorities.		These	laws	and	regulations	affect	the	manner	in	which	the	Utility	operating companies,	 System	 Energy	 and	 the	 Non-Utility	 Nuclear	 business	 conduct	 their	 operations	 and	 make	 capital	 expenditures.	 	 These	 laws	 and regulations	also	affect	how	the	Utility	operating	companies,	System	Energy	and	the	Non-Utility	Nuclear	business	manage	air	emissions,	discharges to	water,	solid	and	hazardous	waste	storage	and	disposal,	cooling	and	service	water	intake,	the	protection	of	threatened	and	endangered	species, hazardous	materials	transportation,	and	similar	matters.		Federal,	state,	and	local	authorities	continually	revise	these	laws	and	regulations,	and	the laws	and	regulations	are	subject	to	judicial	interpretation	and	to	the	permitting	and	enforcement	discretion	vested	in	the	implementing	agencies. Developing	and	implementing	plans	for	facility	compliance	with	these	requirements	can	lead	to	capital,	personnel,	and	operation	and	maintenance expenditures.		Violations	of	these	requirements	can	subject	the	Utility	operating	companies,	System	Energy	and	the	Non-Utility	Nuclear	business to	enforcement	actions,	capital	expenditures	to	bring	existing	facilities	into	compliance,	additional	operating	costs	or	operating	restrictions	to achieve	compliance,	remediation	and	clean-up	costs,	civil	penalties,	and	exposure	to	third	parties'	claims	for	alleged	health	or	property	damages	or for	violations	of	applicable	permits	or	standards.		In	addition,	the	Utility	operating	companies,	System	Energy	and	the	Non-Utility	Nuclear	business are	subject	to	liability	under	these	laws	for	the	costs	of	remediation	of	environmental	contamination	of	property	now	or	formerly	owned	or	operated by	the	Utility	operating	companies,	System	Energy	and	the	Non-Utility	Nuclear	business	and	of	property	contaminated	by	hazardous	substances they	generate.		The	Utility	operating	companies	are	currently	involved	in	proceedings	relating	to	sites	where	hazardous	substances	have	been released	and	may	be	subject	to	additional	proceedings	in	the	future.		The	Utility	operating	companies,	System	Energy	and	the	Non-Utility	Nuclear business	have	incurred	and	expect	to	incur	significant	costs	related	to	environmental	compliance.

Emissions	of	nitrogen	and	sulfur	oxides,	mercury,	particulates,	and	other	regulated	air	contaminants	from	fossil-fueled	generating	plants	are potentially	subject	to	increased	regulation,	controls	and	mitigation	expenses.		In	addition,	existing	air	regulations	and	programs	promulgated	by	the EPA	often	are	challenged	legally,	sometimes	resulting	in	large-scale	changes	to	anticipated	regulatory	regimes.	 Environmental	advocacy	groups, other	organizations	and	some	agencies	in	the	United	States	are	focusing	considerable	attention	on	CO emissions	from	power	generation	facilities 2 and	their	potential	role	in	climate	change.		Although	several	bills	have	been	introduced	in	Congress	that	would	compel	CO 2 	emission	reductions, none	have	advanced	through	the	legislature.		On	April	2,	2007,	the	United	States	Supreme	Court	issued	a	decision	holding	that	the	EPA	has authority	to	regulate	emissions	of	CO and	other	"greenhouse	gases"	under	the	CAA.		Future	changes	in	environmental	regulation	governing	these 2 pollutants	could	make	some	of	Entergy's	electric	generating	units	uneconomical	to	maintain	or	operate.		In	addition,	any	legal	obligation	that	would require	mitigation	efforts	or	new	controls	would	raise	uncertainty	about	the	future	viability	of	fossil	fuels,	particularly	coal,	as	an	energy	source	for new	and	existing	electric	generation	facilities.	Entergy	continues	to	monitor	regulatory	and	legislative	developments	in	this	area.

In	addition,	global	climate	change	issues	have	received	an	increased	focus	on	the	Federal	and	state	government	levels	which	could	potentially	lead to	additional	rules	and	regulations	that	affect	how	Entergy	operates	its	business,	both	in	terms	of	the	power	plants	it	owns	and	operates	as	well	as general	utility	operation.

Entergy's	business	is	also	subject	to	extensive	and	mandatory	reliability	standards.	Such	standards,	which	are	established	by	the	North	American Electric	Reliability	Corporation	and	the	SERC	Reliability	Corporation,	currently	are	being	reviewed	by	industry	participants,	and	may	be	amended. Significant	capital	expenditures	for	the	Utility	operating	companies'	transmission	system	could	be	required	to	achieve	on-going	compliance	with the	requirements	under	these	regimes,	and	failure	to	comply	with	such	requirements	could	result	in	the	imposition	of	fines

or	penalties.	The	changes	to	the	reliability	requirements	applicable	to	the	electric	power	industry	are	ongoing,	and	Entergy	cannot	predict	the ultimate	effect	that	the	changing	reliability	requirements	will	have	on	its	business.

Entergy	and	its	subsidiaries	may	not	be	able	to	obtain	or	maintain	all	required	environmental	regulatory	approvals.		If	there	is	a	delay	in	obtaining any	required	environmental	regulatory	approvals,	or	if	Entergy	and	its	subsidiaries	fail	to	obtain,	maintain	or	comply	with	any	such	approval,	the operation	of	its	facilities	could	be	stopped	or	become	subject	to	additional	costs.	For	further	information	regarding	environmental	regulation	and environmental	matters,	see	the	"Regulation	of	Entergy's	Business	-	Environmental	Regulation"	section	of	Part	I	Item	1.

The	effects	of	weather	and	economic	conditions	and	the	related	impact	on	electricity	and	gas	usage,	may	materially	adversely	affect	the	Utility operating	companies'	results	of	operations.

Temperatures	above	normal	levels	in	the	summer	tend	to	increase	summer	cooling	electricity	demand	and	revenues,	and	temperatures	below moderate	levels	in	the	winter	tend	to	increase	winter	heating	electricity	and	gas	demand	and	revenues.	As	a	corollary,	moderate	temperatures	tend to	decrease	usage	of	energy	and	resulting	revenues.	Seasonal	pricing	differentials,	coupled	with	higher	consumption	levels,	typically	cause	the Utility	operating	companies	to	report	higher	revenues	in	the	third	quarter	of	the	fiscal	year	than	in	the	other	quarters.	Extreme	weather	conditions or	 storms,	however,	 may	 stress	 the	 Utility	 operating	 companies'	 generation	 facilities	 and	 transmission	 and	 distribution	 systems,	 resulting	 in increased	maintenance	and	capital	costs	(and	potential	increased	financing	needs),	limits	on	their	ability	to	meet	peak	customer	demand,	increased regulatory	oversight,	and	 lower	customer	satisfaction.	These	extreme	conditions	could	have	a	material	adverse	effect	on	the	Utility	operating companies'	financial	condition,	results	of	operations	and	liquidity.

In	2008,	industrial	sales	volume	was	depressed	in	the	latter	part	of	the	year	in	part	because	the	overall	economy	declined,	with	lower	usage	across the	industrial	sector	affecting	both	the	large	customer	industrial	segment	as	well	as	small	and	mid-sized	industrial	customers,	especially	in	the	latter

part	of	the	year.	It		is	possible	that	the	combination	of	continued	poor	economic	conditions,	combined	with	increasing	rates	in	certain	of	the	Utility operating	companies'	service	territories,	could	result	in	slower	or	declining	sales	growth	and	increased	bad	debt	expense	relative	to	recent	years, which	could	materially	adversely	affect	Entergy's	and	the	Utility	operating	companies'	results	of	operations,	financial	condition	and	liquidity.

# (Entergy	Gulf	States	Louisiana	and	Entergy	New	Orleans)

# The	effect	of	higher	purchased	gas	cost	charges	to	customers	may	adversely	affect	Entergy	Gulf	States	Louisiana's	and	Entergy	New	Orleans' results	of	operations	and	liquidity.

Gas	rates	charged	to	customers	are	comprised	primarily	of	purchased	gas	cost	charges,	which	provide	no	return	or	profit	to	Entergy	Gulf	States Louisiana	or	Entergy	New	Orleans,	and	distribution	charges,	which	provide	a	return	or	profit	to	the	utility.	Distribution	charges	are	affected	by	the amount	of	gas	sold	to	customers.	Purchased	gas	cost	charges,	which	comprise	most	of	a	customer's	bill	and	may	be	adjusted	quarterly,	represent gas	commodity	costs	that	Entergy	Gulf	States	Louisiana	or	Entergy	New	Orleans	recovers	from	its	customers.	Entergy	Gulf	States	Louisiana's	or Entergy	New	Orleans'	cash	flows	can	be	affected	by	differences	between	the	time	period	when	gas	is	purchased	and	the	time	when	ultimate recovery	from	customers	occurs.	When	purchased	gas	cost	charges	increase	substantially	reflecting	higher	gas	procurement	costs	incurred	by Entergy	Gulf	States	Louisiana	or	Entergy	New	Orleans,	customer	usage	may	decrease,	especially	in	weaker	economic	times,	resulting	in	lower distribution	charges	for	Entergy	Gulf	States	Louisiana	or	Entergy	New	Orleans.

# System	Energy	owns	and	operates	a	single	nuclear	generating	facility,	and	it	is	dependent	on	affiliated	companies	for	all	of	its	revenues.

System	 Energy's	 operating	 revenues	 are	 derived	 from	 the	 allocation	 of	 the	 capacity,	 energy,	 and	 related	 costs	 associated	 with	 its	 90% ownership/leasehold	 interest	 in	 Grand	 Gulf.	Charges	under	 the	Unit	Power	Sales	Agreement	are	paid	by	 the	Utility	operating	companies	as consideration	for	their	respective	entitlements	to	receive	capacity	and	energy	and	are	payable	on	a	full	cost-of-service	basis	only	so	long	as	Grand Gulf	remains	in	commercial	operation.	The	useful	economic	life	of	Grand	Gulf	is	finite	and	is	limited	by	the	terms	of	its	operating	license,	which	is currently	due	to	expire	on	November	1,	2024.	System	Energy's	financial	condition	depends	both	on	the	receipt	of	payments	from	the	Utility operating	companies	under	the	Unit	Power	Sales	Agreement	and	on	the	continued	commercial	operation	of	Grand	Gulf.	For	information	regarding the	Unit	Power	Sales	Agreement	and	certain	other	agreements	relating	to	the	Entergy	System	companies'	support	of	System	Energy	(including	the Capital	Funds	Agreement),	see	the	"Grand	Gulf	-	Related	Agreements"	section	of	Note	8	to	the	financial	statements	and	the	"Utility	-	System Energy	and	Related	Agreements"	section	of	Part	I	Item	1.

# Entergy	and	its	subsidiaries	may	not	be	adequately	hedged	against	changes	in	commodity	prices,	which	could	materially	adversely	affect Entergy's	and	its	subsidiaries'	results	of	operations,	financial	condition	and	liquidity.

To	manage	their	near-term	financial	exposure	related	to	commodity	price	fluctuations,	Entergy	and	its	subsidiaries	may	enter	into	contracts	to hedge	portions	of	their	purchase	and	sale	commitments,	weather	positions,	fuel	requirements	and	inventories	of	natural	gas,	uranium	(and	its conversion),	 lignite,	 coal,	 refined	 products,	 and	 other	 commodities,	 within	 established	 risk	 management	 guidelines.	As	 part	 of	 this	 strategy, Entergy	and	its	subsidiaries	may	utilize	fixed-	and	variable-price	forward	physical	purchase	and	sales	contracts,	futures,	financial	swaps,	and	option contracts	traded	in	the	over-the-counter	markets	or	on	exchanges.	However,	Entergy	and	its	subsidiaries	normally	cover	only	a	portion	of	the exposure	of	their	assets	and	positions	to	market	price	volatility,	and	the	coverage	will	vary	over	time.	In	addition,	Entergy	also	elects	to	leave certain	volumes	during	certain	years	unhedged.	To	the	extent	Entergy	and	its	subsidiaries	have	unhedged	positions,	fluctuating	commodity	prices can	materially	adversely	affect	Entergy's	and	its	subsidiaries'	results	of	operations	and	financial	position.

Although	 Entergy	 and	 its	 subsidiaries	 devote	 a	 considerable	 effort	 to	 these	 risk	 management	 strategies,	 they	 cannot	 eliminate	 all	 the	 risks associated	with	these	activities.	As	a	result	of	these	and	other	factors,	Entergy	and	its	subsidiaries	cannot	predict	with	precision	the	impact	that	risk management	decisions	may	have	on	their	business,	results	of	operations	or	financial	position.

Entergy	 has	 guaranteed	 or	 indemnified	 the	 performance	 of	 a	 portion	 of	 the	 obligations	 relating	 to	 hedging	 and	 risk	 management	 activities. Reductions	in	Entergy's	or	its	subsidiaries'	credit	quality	or	changes	in	the	market	prices	of	energy	commodities	could	increase	the	cash	or	Letter	of Credit	quality	collateral	required	to	be	posted	in	connection	with	hedging	and	risk	management	activities,	which	could	materially	affect	Entergy's or	its	subsidiaries'	liquidity	and	financial	position.

The	Utility	operating	companies	and	Entergy's	Non-Utility	Nuclear	business	are	exposed	to	the	risk	that	counterparties	may	not	meet	their obligations,	which	may	materially	adversely	affect	the	Utility	operating	companies'	and	Non-Utility	Nuclear's	business.

Entergy's	Utility	operating	companies'	and	its	Non-Utility	Nuclear	subsidiaries'	hedging	and	risk	management	activities	are	exposed	to	the	risk	that counterparties	that	owe	Entergy	and	its	subsidiaries	money,	energy,	or	other	commodities	will	not	perform	their	obligations.	Currently,	some hedging	 agreements	 contain	 provisions	 that	 require	 the	 counterparties	 to	 provide	 credit	 support	 to	 secure	 their	 obligations	 to	 Entergy	 or	 its subsidiaries.	If	the	counterparties	to	these	arrangements	fail	to	perform,	Entergy	or	its	subsidiaries	might	be	forced	to	act	on	the	credit

support	provided	and	acquire	alternative	hedging	arrangements	or	draw	on	the	credit	support	provided	by	the	counterparties,	which	credit	support may	not	always	be	adequate	to	cover	the	related	obligations.	In	such	event,	Entergy	and	its	subsidiaries	might	incur	losses	in	addition	to	amounts,	if any,	already	paid	to	the	counterparties.	In	addition,	the	credit	commitments	of	Entergy's	lenders	under	its	bank	facilities	may	not	be	honored	for	a variety	of	reasons,	including	unexpected	periods	of	financial	distress,	which	could	materially	adversely	affect	the	adequacy	of	its	liquidity	sources.

Market	performance	and	other	changes	may	decrease	the	value	of	benefit	plan	assets,	which	then	could	require	significant	additional	funding.

The	performance	of	the	capital	markets	affects	the	values	of	the	assets	held	in	trust	under	Entergy's	pension	and	postretirement	benefit	plans.	A decline	in	the	market	value	of	the	assets	may	increase	the	funding	requirements	relating	to	Entergy's	benefit	plan	liabilities.	The	recent	significant

volatility	in	the	stock	market	has	affected	the	market	value	of	these	assets,	which	may	affect	Entergy's	planned	levels	of	contributions	in	the	future. Additionally,	changes	in	interest	rates	affect	the	liabilities	under	Entergy's	pension	and	postretirement	benefit	plans;	as	interest	rates	decrease,	the liabilities	increase,	potentially	requiring	additional	funding.	The	funding	requirements	of	the	obligations	related	to	the	pension	benefit	plans	can also	increase	as	a	result	of	changes	in	retirement	rates,	life	expectancy	assumptions,	or	Federal	regulations.	Entergy	expects	to	contribute	$140 million	to	its	pension	plans	and	$76	million	to	other	postretirement	plans	in	2009.	Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules, effective	for	the	2008	plan	year	and	beyond,	continues	to	evolve,	be	interpreted	through	technical	corrections	bills	and	discussed	within	the industry	and	by	congressional	lawmakers.	Any	changes	to	the	Pension	Protection	Act	of	2006	as	a	result	of	these	discussions	and	efforts	may	affect the	level	of	Entergy's	pension	contributions	in	the	future.	For	further	information	regarding	Entergy's	pension	and	other	postretirement	benefit plans,	 reference	 is	 made	 to	 the "Critical	 Accounting	 Estimates -	 Qualified	 Pension and	 Other	 Postretirement	 Benefits" section	 of Management's	Financial	Discussion	and	Analysis	for	Entergy	and	each	of	its	Registrant	Subsidiaries	and	Note	11	to	the	consolidated	financial statements.

# The	litigation	environment	in	the	states	in	which	certain	Entergy	subsidiaries	operate	poses	a	significant	risk	to	those	businesses.

Entergy	and	its	subsidiaries	are	involved	in	the	ordinary	course	of	business	in	a	number	of	lawsuits	involving	employment,	commercial,	asbestos, hazardous	material	and	ratepayer	matters,	and	injuries	and	damages	issues,	among	other	matters.	States	in	which	the	Utility	operating	companies operate,	in	particular	Louisiana,	Mississippi	and	Texas,	have	proven	to	be	unusually	litigious	environments.	Judges	and	juries	in	these	states	have demonstrated	a	willingness	to	grant	large	verdicts,	including	punitive	damages,	to	plaintiffs	in	personal	injury,	property	damage,	and	business	tort cases.	Entergy	 and	 its	 subsidiaries	 use	 legal	 and	 appropriate	 means	 to	 contest	 litigation	 threatened	 or	 filed	 against	 them,	 but	 the	 litigation environment	in	these	states	poses	a	significant	business	risk.

# Terrorist	attacks,	future	war	or	risk	of	war	may	adversely	affect	Entergy's	results	of	operations.

As	power	generators,	Entergy	faces	heightened	risk	of	an	act	of	terrorism,	either	as	a	direct	act	against	one	of	Entergy's	generation	facilities	or	an ability	to	operate	as	a	result	of	systemic	damage	resulting	from	an	act	against	the	transmission	and	distribution	infrastructure	used	to	transport power.		If	such	an	attack	were	to	occur,	Entergy's	business,	financial	condition	and	results	of	operations	could	be	materially	adversely	affected.

# Changes	in	taxation	as	well	as	the	inherent	difficulty	in	quantifying	potential	tax	effects	of	business	decisions	could	negatively	impact	Entergy's, the	Utility	operating	companies'	and	System	Energy's	results	of	operations,	financial	condition	and	liquidity.

Entergy	and	 its	subsidiaries	make	 judgments	regarding	 the	potential	 tax	effects	of	various	financial	 transactions	and	results	of	operations	 to estimate	their	obligations	to	taxing	authorities.	These	tax	obligations	include	income,	franchise,	real	estate,	sales	and	use	and	employment-related taxes.	These	judgments	include	reserves	for	potential	adverse	outcomes	regarding	tax	positions	that	have	been	taken.	Entergy	and	its	subsidiaries also	estimate	their	ability	to	utilize	tax	benefits,	including	those	in	the	form	of	carryforwards	for	which	the	benefits	have	already	been	reflected	in the	financial	statements.	Changes	in	Federal,	state,	or	local	tax	laws,	adverse	tax	audit	results	or	adverse	tax	rulings	on

positions	taken	by	Entergy	and	its	subsidiaries	could	negatively	affect	Entergy's,	the	Utility	operating	companies'	and	System	Energy's	results	of operations,	financial	condition	and	liquidity.	For	further	information	regarding	Entergy's	accounting	for	tax	obligations,	reference	is	made	to	Note 3	to	the	financial	statements.

# Entergy	Corporation's	holding	company	structure	could	limit	its	ability	to	pay	dividends.

Entergy	Corporation	is	a	holding	company	with	no	material	assets	other	than	the	stock	of	its	subsidiaries.	Accordingly,	all	of	its	operations	are conducted	by	its	subsidiaries.	Entergy	Corporation's	ability	to	pay	dividends	on	its	common	stock	depends	on	the	payment	to	it	of	dividends	or distributions	by	its	subsidiaries.	The	payments	of	dividends	or	distributions	to	Entergy	Corporation	by	its	subsidiaries	in	turn	depend	on	their	results of	operations	and	cash	flows	and	other	items	affecting	retained	earnings.	Provisions	in	the	organizational	documents,	indentures	for	debt	issuances and	other	agreements	of	certain	of	Entergy	Corporation's	subsidiaries	restrict	the	payment	of	cash	dividends	to	Entergy	Corporation.	For	further information	regarding	dividend	or	distribution	restrictions	to	Entergy	Corporation,	reference	is	made	to	the	"COMMON	EQUITY	-	Retained Earnings	and	Dividend	Restrictions"	section	of	Note	7	to	the	financial	statements.

# Entergy	Corporation's	proposed	separation	of	its	Non-Utility	Nuclear	business	is	subject	to	risks	inherent	to	a	large-scale	transaction	subject	to regulatory	approvals	and	the	completion	of	complex	financings.

The	proposed	separation	of	Entergy	Corporation's	Non-Utility	Nuclear	business	is	subject	to	multiple	risks	and	uncertainties,	including	the	risk	that the	spin-off	will	not	be	consummated,	the	risk	that	the	financing	transactions	contemplated	as	part	of	the	separation	cannot	be	consummated	on terms	and	conditions	acceptable	to	Entergy	Corporation	or	the	risk	that	state	and	Federal	regulatory	jurisdictions	may	impose	conditions	to	the transaction	not	acceptable	to	Entergy	Corporation.	If	the	separation	is	consummated,	it	is	possible	that	Entergy	Corporation	or	Enexus	Energy Corporation,	a	wholly-owned	subsidiary	of	Entergy	and	formerly	referred	to	as	SpinCo,	may	not	achieve	the	full	strategic	and	financial	benefits that	they	expect	will	result	from	the	transaction	or	that	such	benefits	may	be	delayed	or	not	occur	due	to	unforeseen	changes	in	market	and economic	conditions	or	other	events.	As	a	result,	the	aggregate	market	price	of	the	common	stock	of	Entergy	Corporation	and	Enexus	Energy Corporation	as	separate	companies	could	be	less	than	the	market	price	of	Entergy	Corporation's	common	stock	if	the	separation	and	distribution had	not	occurred.

ENTERGY	ARKANSAS,	INC.

# Net	Income

Net	income	decreased	$92.0	million	primarily	due	to	higher	other	operation	and	maintenance	expenses,	higher	depreciation	and	amortization expenses,	and	a	higher	effective	income	tax	rate,	partially	offset	by	higher	net	revenue.	The	higher	other	operation	and	maintenance	expenses resulted	primarily	from	the	write-off	of	approximately	$70.8	million	of	costs	as	a	result	of	the	December	2008	Arkansas	Court	of	Appeals	decision in	Entergy	Arkansas'	base	rate	case.	The	base	rate	case	is	discussed	in	more	detail	in	Note	2	to	the	financial	statements.

Net	income	decreased	$34.0	million	primarily	due	to	higher	other	operation	and	maintenance	expenses,	higher	depreciation	and	amortization expenses,	and	a	higher	effective	income	tax	rate.	The	decrease	was	partially	offset	by	higher	net	revenue.

Net	revenue	consists	of	operating	revenues	net	of:	1)	fuel,	fuel-related	expenses,	and	gas	purchased	for	resale,	2)	purchased	power	expenses,	and	3) other	regulatory	credits.	Following	is	an	analysis	of	the	change	in	net	revenue	comparing	2008	to	2007.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2007\tnet\trevenue | $1,110.6 |
| Rider\trevenue | 13.6 |
| Purchased\tpower\tcapacity | 4.8 |
| Volume/weather | (14.6) |
| Other | 3.5 |
| 2008\tnet\trevenue | $1,117.9 |

The	rider	revenue	variance	is	primarily	due	to	an	Energy	Efficiency	rider	which	became	effective	in	November	2007.	The	establishment	of	the rider	results	in	an	increase	in	rider	revenue	and	a	corresponding	increase	in	other	operation	and	maintenance	expense	with	no	effect	on	net	income. Also	contributing	to	the	variance	was	an	increase	in	franchise	tax	rider	revenue	as	a	result	of	higher	retail	revenues.	The	corresponding	increase	is in	taxes	other	than	income	taxes,	resulting	in	no	effect	on	net	income.

The	purchased	power	capacity	variance	is	primarily	due	to	lower	reserve	equalization	expenses.

The	volume/weather	variance	is	primarily	due	to	the	effect	of	less	favorable	weather	on	residential	and	commercial	sales	during	the	billed	and unbilled	sales	periods	compared	to	2007	and	a	2.9%	volume	decrease	in	industrial	sales,	primarily	in	the	wood	industry	and	the	small	customer class.	Billed	electricity	usage	decreased	333	GWh	in	all	sectors.	See	"Critical	Accounting	Estimates"	below	and	Note	1	to	the	financial	statements for	further	discussion	of	the	accounting	for	unbilled	revenues.

# Gross	operating	revenues	and	fuel	and	purchased	power	expenses

Gross	operating	revenues	increased	primarily	due	to:

an	increase	of	$114	million	in	gross	wholesale	revenue	due	to	an	increase	in	the	average	price	of	energy	available	for	resale	sales	and	an increase	in	sales	to	affiliated	customers;

an	increase	of	$106.1	million	in	production	cost	allocation	rider	revenues	which	became	effective	in	July	2007	as	a	result	of	the	System Agreement	proceedings.	As	a	result	of	the	System	Agreement	proceedings,	Entergy	Arkansas	also	has	a	corresponding	increase	in	deferred fuel	expense	for	payments	to	other	Entergy	system	companies	such	that	there	is	no	effect	on	net	income.	Entergy	Arkansas	makes	payments over	a	seven-month	period	but	collections	from	customers	occur	over	a	twelve-month	period.	The	production	cost	allocation	rider	is discussed	in	Note	2	to	the	financial	statements	and	the	System	Agreement	proceedings	are	referenced	below	under	"Federal	Regulation"; and

an	increase	of	$58.9	million	in	fuel	cost	recovery	revenues	due	to	changes	in	the	energy	cost	recovery	rider	effective	April	2008	and September	2008,	partially	offset	by	decreased	usage.	The	energy	cost	recovery	rider	filings	are	discussed	in	Note	2	to	the	financial statements.

The	increase	was	partially	offset	by	a	decrease	of	$14.6	million	related	to	volume/weather,	as	discussed	above.

Fuel	and	purchased	power	expenses	increased	primarily	due	to	an	increase	of	$106.1	million	in	deferred	System	Agreement	payments,	as	discussed above	and	an	increase	in	the	average	market	price	of	purchased	power.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2006\tnet\trevenue | $1,074.5 |
| Net\twholesale\trevenue | 13.2 |
| Transmission\trevenue | 11.8 |
| Deferred\tfuel\tcosts\trevisions | 8.6 |

The	net	wholesale	revenue	variance	is	primarily	due	to	lower	wholesale	revenues	in	the	third	quarter	2006	due	to	an	October	2006	FERC	order requiring	Entergy	Arkansas	 to	make	a	refund	 to	a	coal	plant	co-owner	resulting	from	a	contract	dispute,	 in	addition	 to	re-pricing	revisions, retroactive	to	2003,	of	$5.9	million	of	purchased	power	agreements	among	Entergy	system	companies	as	directed	by	the	FERC.

The	transmission	revenue	variance	is	primarily	due	to	higher	rates	and	the	addition	of	new	transmission	customers	in	late	2006.

The	deferred	fuel	cost	revisions	variance	is	primarily	due	to	the	2006	energy	cost	recovery	true-up,	made	in	the	first	quarter	2007,	which	increased net	revenue	by	$6.6	million.

# Gross	operating	revenue	and	fuel	and	purchased	power	expenses

Gross	operating	revenues	decreased	primarily	due	to	a	decrease	of	$173.1	million	in	fuel	cost	recovery	revenues	due	to	a	decrease	in	the	energy cost	recovery	rider	effective	April	2007.	The	energy	cost	recovery	rider	is	discussed	in	Note	2	to	the	financial	statements.	The	decrease	was partially	offset	by	production	cost	allocation	rider	revenues	of	$124.1	million	that	became	effective	in	July	2007	as	a	result	of	the

System	Agreement	proceedings.	As	a	result	of	the	System	Agreement	proceedings,	Entergy	Arkansas	also	has	a	corresponding	increase	in	fuel	and purchased	power	expenses	for	payments	to	other	Entergy	system	companies	such	that	there	is	no	effect	on	net	income.	The	System	Agreement proceedings	are	referenced	below	under	"Federal	Regulation".

Fuel	and	purchased	power	expenses	decreased	primarily	due	to	a	decrease	in	deferred	fuel	expense	partially	offset	by	the	rough	production	cost equalization	payments	to	affiliate	companies	as	a	result	of	the	System	Agreement	litigation.

# Other	Income	Statement	Variances

Other	operation	and	maintenance	expenses	increased	primarily	due	to:

an	increase	of	$16.8	million	in	fossil	plant	expenses	due	to	the	Ouachita	plant	acquisition	in	2008;	and

an	increase	of	$15	million	in	storm	damage	charges	as	a	result	of	several	storms	hitting	Entergy	Arkansas'	service	territory	in	2008,	including Hurricane	Gustav	and	Hurricane	Ike	in	the	third	quarter	2008.	Entergy	Arkansas	discontinued	regulatory	storm	reserve	accounting	beginning July	2007	as	a	result	of	the	APSC	order	issued	in	Entergy	Arkansas'	rate	case.	As	a	result,	non-capital	storm	expenses	of	$41	million	were charged	to	other	operation	and	maintenance	expenses.	In	December	2008,	$19.4	million	of	these	storm	expenses	were	deferred	per	an	APSC order	and	will	be	recovered	through	revenues	in	2009.	See	Note	2	for	discussion	of	the	APSC	order.

# The	increase	was	partially	offset	by:

a	decrease	of	$8.3	million	related	to	expenses	in	connection	with	the	nuclear	fleet	alignment	in	2007,	which	is	discussed	in	more	detail	in Note	13	to	the	financial	statements;	and

a	reimbursement	of	$7	million	of	costs	in	connection	with	a	litigation	settlement.

Taxes	other	than	income	taxes	increased	primarily	due	to	an	increase	in	local	franchise	taxes	as	a	result	of	higher	residential	and	commercial revenue	and	an	increase	in	ad	valorem	taxes	due	to	a	higher	millage	rate	and	a	higher	2008	assessment.

Depreciation	and	amortization	expenses	increased	primarily	due	to	an	increase	in	plant	in	service.

an	increase	of	$8.3	million	related	to	expenses	in	connection	with	the	nuclear	operations	fleet	alignment,	which	is	discussed	in	more	detail	in Note	13	to	the	financial	statements;

an	increase	of	$5.9	million	in	legal	spending	due	to	increased	litigation	and	legal	fees;

an	increase	of	$5.7	million	in	fossil	spending	due	to	outage	scopes	differing	compared	to	prior	year;	and

an	increase	of	$4.0	million	in	distribution	spending	due	to	vegetation	maintenance	work	and	increased	contract	labor	costs.

Partially	offsetting	the	increase	was	a	$10.7	million	decrease	in	payroll,	payroll-related,	and	benefits	costs	and	an	environmental	liability	credit	of $2.3	million	for	resolution	of	a	pollution	loss	provision.

Depreciation	and	amortization	expenses	increased	primarily	due	to	an	increase	in	plant	in	service	and	a	revision	in	2006	of	estimated	depreciable lives	involving	certain	intangible	assets.

Interest	and	other	charges increased	primarily	due to	higher interest	accrued	of	$4.9	million	recorded	on	advances	from independent	power producers.

The	effective	income	tax	rates	for	2008,	2007,	and	2006	were	67.2%,	38.1%,	and	24.7%,	respectively.	See	Note	3	to	the	financial	statements	for	a reconciliation	of	the	federal	statutory	rate	of	35.0%	to	the	effective	income	tax	rate.

# Cash	Flow

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $212 | $34,815 | $9,393 |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | 460,251 | 366,137 | 501,503 |
| Investing\tactivities | (608,501) | (290,149) | (280,420) |
| Financing\tactivities | 187,606 | (110,591) | (195,661) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | 39,356 | (34,603) | 25,422 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $39,568 | $212 | $34,815 |

# Operating	Activities

Cash	flow	from	operations	increased	$94.1	million	in	2008	compared	to	2007	primarily	due	to	income	tax	refunds	of	$57.9	million	in	2008 compared	to	income	tax	payments	of	$21.9	million	in	2007	and	an	increase	in	recovery	of	fuel	costs,	partially	offset	by	storm	restoration	spending.

Cash	flow	from	operations	decreased	$135.4	million	in	2007	compared	to	2006	primarily	due	to	decreased	recovery	of	fuel	costs,	income	tax payments	of	$21.9	million	in	2007	compared	to	income	tax	refunds	of	$27.1	million	in	2006,	and	payments	made	in	connection	with	the	System Agreement	proceedings.	The	decrease	was	offset	by	the	timing	of	payments	to	vendors	and	collection	of	receivables	from	customers	and	a	decrease of	$107.6	million	in	pension	contributions.

In	the	first	quarter	2006,	Entergy	Corporation	received	an	income	tax	refund	as	a	result	of	net	operating	loss	carryback	provisions	contained	in	the Gulf	Opportunity	Zone	Act	of	2005.	In	accordance	with	Entergy's	intercompany	tax	allocation	agreement,	in	April	2006	Entergy	Corporation distributed	$12	million	of	the	refund	to	Entergy	Arkansas.

Net	cash	flow	used	in	investing	activities	increased	$318.4	million	in	2008	compared	to	2007	primarily	due	to:

the	purchase	of	the	Ouachita	plant	for	$210	million	in	September	2008.	See	Note	15	to	the	financial	statements	for	more	details	on	the acquisition;

an	increase	in	nuclear	construction	expenditures	resulting	from	various	nuclear	projects	in	2008;

an	increase	in	distribution	and	transmission	construction	expenditures	in	2008	due	to	Hurricane	Gustav	and	Hurricane	Ike,	as	well	as	several storms	hitting	Entergy	Arkansas'	service	territory	in	the	first	quarter	of	2008;	and

money	pool	activity.

Increases	in	Entergy	Arkansas'	receivable	from	the	money	pool	are	a	use	of	cash	flow,	and	Entergy	Arkansas'	receivable	from	the	money	pool increased	by	$16	million	in	2008	compared	to	decreasing	by	$14.3	million	in	2007.	The	money	pool	is	an	inter-company	borrowing	arrangement designed	to	reduce	Entergy's	subsidiaries'	need	for	external	short-term	borrowings.

Net	cash	flow	used	in	investing	activities	increased	$9.7	million	in	2007	compared	to	2006	primarily	due	to	an	increase	in	construction	expenditures resulting	from	additional	spending	on	substations	and	transmission	lines.	The	increase	was	partially	offset	by	money	pool	activity.

Decreases	in	Entergy	Arkansas'	receivable	from	the	money	pool	are	a	source	of	cash	flow,	and	Entergy	Arkansas'	receivable	from	the	money	pool decreased	by	$14.3	million	in	2007	compared	to	increasing	by	$16.1	million	in	2006.	The	money	pool	is	an	inter-company	borrowing	arrangement designed	to	reduce	Entergy's	subsidiaries'	need	for	external	short-term	borrowings.

Entergy	Arkansas'	financing	activities	provided	$187.6	million	in	cash	flow	in	2008	compared	to	using	$110.6	million	in	2007	primarily	due	to	the issuance	of	$300	million	of	5.40%	Series	First	Mortgage	Bonds	in	July	2008	and	a	decrease	of	$156.7	million	in	common	stock	dividends	paid	in 2008,	partially	offset	by	money	pool	activity.

Decreases	in	Entergy	Arkansas'	payable	to	the	money	pool	are	a	use	of	cash	flow,	and	Entergy	Arkansas'	payable	to	the	money	pool	decreased	by $77.9	million	in	2008	compared	to	increasing	by	$77.9	million	in	2007.	The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to reduce	Entergy's	subsidiaries'	need	for	external	short-term	borrowings.

Net	cash	flow	used	in	financing	activities	decreased	$85.1	million	in	2007	compared	to	2006	primarily	due	to	money	pool	activity,	partially	offset by	an	increase	of	$23.6	million	in	common	stock	dividends	paid.

Increases	in	Entergy	Arkansas'	payable	to	the	money	pool	are	a	source	of	cash	flow,	and	Entergy	Arkansas'	payable	to	the	money	pool	increased	by $77.9	million	in	2007	compared	to	decreasing	by	$27.3	million	in	2006.	The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to

# reduce	Entergy's	subsidiaries'	need	for	external	short-term	borrowings.

See	Note	5	to	the	financial	statements	for	details	of	long-term	debt.

Entergy	Arkansas'	capitalization	is	balanced	between	equity	and	debt,	as	shown	in	the	following	table.	The	increase	in	the	debt	to	capital	ratio	for Entergy	Arkansas	is	primarily	due	to	the	issuance	of	$300	million	of	5.40%	Series	First	Mortgage	Bonds	in	July	2008.

|  | December	31,<br>2008 | December	31,<br>2007 |
| :--- | :--- | :--- |
| Net\tdebt\tto\tnet\tcapital | 52.9% | 49.0% |
| Effect\tof\tsubtracting\tcash\tfrom\tdebt | 0.6% | 0.0% |
| Debt\tto\tcapital | 53.5% | 49.0% |

Net	debt	consists	of	debt	less	cash	and	cash	equivalents.	Debt	consists	of	notes	payable,	capital	lease	obligations,	and	long-term	debt,	including	the currently	maturing	portion.	Capital	consists	of	debt	and	shareholders'	equity.	Net	capital	consists	of	capital	less	cash	and	cash	equivalents.	Entergy Arkansas	uses	the	net	debt	to	net	capital	ratio	in	analyzing	its	financial	condition	and	believes	it	provides	useful	information	to	its	investors	and creditors	in	evaluating	Entergy	Arkansas'	financial	condition.

# Uses	of	Capital

Entergy	Arkansas	requires	capital	resources	for:

construction	and	other	capital	investments;

debt	and	preferred	stock	maturities;

working	capital	purposes,	including	the	financing	of	fuel	and	purchased	power	costs;	and

dividend	and	interest	payments.

Following	are	the	amounts	of	Entergy	Arkansas'	planned	construction	and	other	capital	investments,	existing	debt	and	lease	obligations	(includes estimated	interest	payments),	and	other	purchase	obligations:

|  | 2009 | 2010-2011 | 2012-2013 | after	2013 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Planned\tconstruction\tand |  |  |  |  |  |
| \t\tCapital\tinvestment\t(1) | $211 | $630 | N/A | N/A | $841 |
| Long-term\tdebt | $80 | $254 | $445 | $1,900 | $2,679 |
| Capital\tlease\tpayments | $- | $- | $- | $2 | $2 |
| Operating\tleases | $16 | $61 | $12 | $6 | $95 |
| Purchase\tobligations\t(2) | $430 | $782 | $415 | $2,162 | $3,789 |
| Nuclear\tfuel\tlease\tobligations\t(3) | $60 | $66 | N/A | N/A | $126 |

(1) Includes	approximately	$179	million	annually	for	maintenance	capital,	which	is	planned	spending	on routine	capital	projects	that	are	necessary	to	support	reliability	of	service,	equipment	or	systems	and to	support	normal	customer	growth.

(2) Purchase	 obligations	 represent	 the	 minimum	 purchase	 obligation	 or	 cancellation	 charge	 for contractual	obligations	to	purchase	goods	or	services.	For	Entergy	Arkansas,	almost	all	of	the	total consists	of	unconditional	fuel	and	purchased	power	obligations,	including	its	obligations	under	the Unit	Power	Sales	Agreement,	which	is	discussed	in	Note	8	to	the	financial	statements.

(3) It	 is	 expected	 that	 additional	 financing	 under	 the	 leases	 will	 be	 arranged	 as	 needed	 to	 acquire additional	fuel,	 to	pay	 interest,	and	 to	pay	maturing	debt.	If	such	additional	financing	cannot	be arranged,	however,	Entergy	Arkansas	must	repurchase	sufficient	nuclear	fuel	to	allow	the	lessor	to meet	its	obligations.

In	addition	to	these	contractual	obligations,	Entergy	Arkansas	expects	to	contribute	$28.6	million	to	its	pension	plans	and	$21.4	million	to	other postretirement	plans	in	2009.	Entergy	Arkansas	also	estimates	that	it	will	pay	$165	million	to	$200	million	for	ice	storm	restoration	costs	incurred in	January	2009.	Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and	beyond,	may	affect	the	level of	Entergy	Arkansas'	pension	contributions	in	the	future.	Also	in	addition	to	the	contractual	obligations,	Entergy	Arkansas	has	$240.2	million	of unrecognized	tax	benefits	and	interest	for	which	the	timing	of	payments	beyond	12	months	cannot	be	reasonably	estimated	due	to	uncertainties	in the	timing	of	effective	settlement	of	tax	positions.	See	Note	3	to	the	financial	statements	for	additional	information	regarding	unrecognized	tax benefits.

The	planned	capital	investment	estimate	for	Entergy	Arkansas	also	reflects	capital	required	to	support	existing	business	and	customer	growth.	The above	amounts	include	approximately	$206	million	for	installation	of	scrubbers	and	low	NOx	burners	at	Entergy	Arkansas'	White	Bluff	coal	plant, which	under	current	environmental	regulations	must	be	operational	by	September	2013.	The	project	is	still	in	the	planning	stages	and	has	not	been designed,	but	the	latest	conceptual	cost	estimate	indicates	Entergy	Arkansas'	share	of	the	project	could	cost	approximately	$630	million.	Entergy Arkansas	continues	 to	review	potential	environmental	spending	needs	and	financing	alternatives	for	any	such	spending,	and	future	spending estimates	could	change	based	on	the	results	of	this	continuing	analysis.

Entergy's	Utility	supply	plan	initiative	will	continue	to	seek	to	transform	its	generation	portfolio	with	new	or	repowered	generation	resources.

Opportunities	resulting	from	the	supply	plan	initiative,	including	new	projects	or	the	exploration	of	alternative	financing	sources,	could	result	in increases	or	decreases	in	the	capital	expenditure	estimates	given	above.	The	estimated	capital	expenditures	are	subject	to	periodic	review	and modification	and	may	vary	based	on	the	ongoing	effects	of	regulatory	constraints,	market	volatility,	economic	trends,	environmental	compliance, and	the	ability	to	access	capital.	Management	provides	more	information	on	long-term	debt	and	preferred	stock	maturities	in	Notes	5	and	6	to	the financial	statements.

As	a	wholly-owned	subsidiary,	Entergy	Arkansas	pays	dividends	to	Entergy	Corporation	from	its	earnings	at	a	percentage	determined	monthly. Entergy	Arkansas'	 long-term	 debt	 indentures	 restrict	 the	 amount	 of	 retained	 earnings	 available	 for	 the	 payment	 of	 cash	 dividends	 or	 other distributions	on	its	common	and	preferred	stock.	As	of	December	31,	2008,	Entergy	Arkansas	had	restricted	retained	earnings	unavailable	for distribution	to	Entergy	Corporation	of	$461.6	million.

Entergy	Arkansas'	sources	to	meet	its	capital	requirements	include:

cash	on	hand;

debt	or	preferred	stock	issuances;	and

bank	financing	under	new	or	existing	facilities.

Entergy	Arkansas	may	refinance	or	redeem	debt	and	preferred	stock	prior	to	maturity,	to	the	extent	market	conditions	and	interest	and	dividend rates	are	favorable.

All	debt	and	common	and	preferred	stock	issuances	by	Entergy	Arkansas	require	prior	regulatory	approval.	Preferred	stock	and	debt	issuances	are also	subject	to	issuance	tests	set	forth	in	Entergy	Arkansas'	corporate	charters,	bond	indentures,	and	other	agreements.	Entergy	Arkansas	has sufficient	capacity	under	these	tests	to	meet	its	foreseeable	capital	needs.

In	April	2008,	Entergy	Arkansas	renewed	its	$100	million	credit	facility	through	April	2009.	The	credit	facility	requires	that	Entergy	Arkansas maintain	a	debt	ratio	of	65%	or	less	of	it	total	capitalization.	There	were	no	outstanding	borrowings	under	the	Entergy	Arkansas	credit	facility	as	of December	31,	2008.

In	July	2008,	Entergy	Arkansas	issued	$300	million	of	5.40%	Series	First	Mortgage	Bonds	due	August	2013.	Entergy	Arkansas	used	a	portion	of the	net	proceeds	to	fund	the	purchase	of	the	Ouachita	power	plant	on	September	30,	2008,	and	the	remaining	net	proceeds	will	be	used	to	fund improvements	relating	to	the	Ouachita	power	plant	and	for	general	corporate	purposes.

Entergy	Arkansas'	receivables	from	or	(payables	to)	the	money	pool	were	as	follows	as	of	December	31	for	each	of	the	following	years:

| 2008 | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
|  | (In\tThousands) | (In\tThousands) |  |
| $15,991 | ($77,882) | $16,109 | ($27,346) |

In	May	2007,	$1.8	million	of	Entergy	Arkansas'	receivable	from	the	money	pool	was	replaced	by	a	note	receivable	from	Entergy	New	Orleans.	See Note	4	to	the	financial	statements	for	a	description	of	the	money	pool.

# State	and	Local	Rate	Regulation

Entergy	Arkansas	filed	with	the	APSC	in	September	2007	for	its	approval	of	the	Ouachita	plant	acquisition,	including	full	cost	recovery.		The APSC	Staff	and	the	Arkansas	attorney	general	supported	Entergy	Arkansas'	acquisition	of	the	plant,	but	opposed	the	sale	of	one-third	of	the capacity	and	energy	to	Entergy	Gulf	States	Louisiana.		The	industrial	group	AEEC	opposed	Entergy	Arkansas'	purchase	of	the	plant.		The	Arkansas attorney	general	opposed	recovery	of	the	non-fuel	costs	of	the	plant	through	a	separate	rider,	while	the	APSC	Staff	recommended	revisions	to	the

rider.	In	December	2007,	the	APSC	issued	an	order	approving	recovery	through	a	rider	of	the	capacity	costs	associated	with	the	interim	tolling agreement,	which	was	in	effect	until	the	APSC	took	action	on	the	acquisition	of	the	plant.	A	hearing	before	the	APSC	was	held	in	April	2008	to address	Entergy	Arkansas'	request	for	acquisition	of	the	plant	and	concurrent	cost	recovery.	In	June	2008	the	APSC	approved	Entergy	Arkansas' acquisition	of	the	Ouachita	plant	and	approved	recovery	of	the	acquisition	and	ownership	costs	through	a	rate	rider.	The	APSC	also	approved	the planned	sale	of	one-third	of	the	capacity	and	energy	to	Entergy	Gulf	States	Louisiana.	The	Arkansas	attorney	general,	the	AEEC,	and	Entergy Arkansas	requests	for	rehearing	of	the	APSC	order	were	denied.	Entergy	Arkansas'	request	for	rehearing	concerned	the	7.61%	before-tax	return	on rate	base	approved	by	the	APSC,	which	reflects	significant	sources	of	zero-cost	capital	already	reflected	in	base	rates.	Entergy	Arkansas	had requested	a	10.87%	before-tax	return	on	rate	base	reflecting	the	cost	of	the	debt	and	equity	capital	resources	available	to	finance	the	Ouachita	plant acquisition.

In	August	2008	the	AEEC	also	filed	a	complaint	at	the	FERC	seeking	a	review	by	the	FERC	of	"Entergy	Corporation's	efforts"	to	acquire	the Ouachita	plant,	alleging	that	the	acquisition	violates	the	System	Agreement	and	the	Federal	Power	Act	and	that	the	plant	should	be	an	"[Entergy Arkansas]	only	resource."	The	AEEC	complaint	also	states	that	it	seeks	clarity	on	whether	Entergy	Arkansas'	termination	of	its	participation	in	the System	Agreement	will	affect	Entergy	Arkansas'	rights	to	the	Ouachita	facility.	 The	APSC,	LPSC,	MPSC,	and	City	Council	intervened	in	the proceeding.	In	January	2009	the	FERC	denied	the	AEEC's	complaint.

In	its	June	2007	decision	on	Entergy	Arkansas'	August	2006	rate	filing,	the	APSC	approved	a	production	cost	allocation	rider	for	recovery	from customers	of	the	retail	portion	of	the	costs	allocated	to	Entergy	Arkansas	as	a	result	of	the	System	Agreement	proceedings,	but	set	a	termination date	of	December	31,	2008	for	the	rider.	These	costs	cause	an	increase	in	Entergy	Arkansas'	deferred	fuel	cost	balance,	because	Entergy	Arkansas pays	them	over	seven	months	but	collects	them	from	customers	over	twelve	months.	In	December	2007,	the	APSC	issued	a	subsequent	order stating	the	production	cost	allocation	rider	will	remain	in	effect,	and	any	future	termination	of	the	rider	will	be	subject	to	eighteen	months	advance notice	by	the	APSC,	which	would	occur	following	notice	and	hearing.	On	March	18,	2008,	the	Arkansas	attorney	general	and	the	AEEC	filed	a notice	of	appeal	of	the	December	2007	APSC	order.	The	appellants'	and	appellees'	briefs	have	been	filed	with	the	court	of	appeals.

In	March	2007,	Entergy	Arkansas	filed	its	annual	redetermination	of	its	energy	cost	rate	and	implemented	a	rate	of	$0.01179	per	kWh	in	April 2007,	which	will	be	effective	through	March	2008.	This	updated	rate	was	a	reduction	from	the	prior	rate	of	$0.02827	per	kWh	filed	with	the	APSC in	March	2006.	The	March	2006	rate	was	significantly	higher	than	prior	periods	due	to	increases	in	the	cost	of	purchased	power	primarily	due	to increased	natural	gas	cost	and	the	effect	that	Hurricane	Katrina	and	Hurricane	Rita	had	on	market	conditions,	increased	demand	for	purchased power	during	the	ANO	1	refueling	and	steam	generator	replacement	outage	in	the	fall	of	2005,	and	coal	plant	generation	curtailments	during	off- peak	periods	due	to	railroad	delivery	problems.

In	September	2005,	Entergy	Arkansas	filed	with	the	APSC	an	interim	energy	cost	rate	per	the	energy	cost	recovery	rider,	which	provides	for	an interim	adjustment	should	the	cumulative	over-	or	under-recovery	for	the	energy	period	exceed	10	percent	of	the	energy	costs	for	that	period.	As	of the	end	of	July	2005,	the	cumulative	under-recovery	of	fuel	and	purchased	power	expenses	had	exceeded	the	10	percent	threshold	due	to	increases in	purchased	power	expenditures	resulting	from	higher	natural	gas	prices.	The	interim	cost	rate	of	$0.01900	per	kWh	became	effective	the	first

billing	cycle	in	October	2005.

In	October	2008,	Entergy	Arkansas	filed	a	motion	to	lift	the	stay	and	to	rescind	the	APSC's	January	2007	order	in	light	of	the	arguments	advanced in	Entergy	Arkansas'	rehearing	petition	and	because	the	value	for	the	Entergy	Arkansas'	customers	obtained	through	the	resolved	railroad	litigation is	significantly	greater	than	the	incremental	cost	of	actions	identified	by	the	APSC	as	imprudent.	The	APSC	staff,	the	AEEC,	and	the	Arkansas attorney	general	support	the	lifting	of	the	stay	but	request	additional	proceedings.	In	December	2008,	the	APSC	denied	the

motion	to	lift	the	stay	pending	resolution	of	Entergy	Arkansas'	rehearing	request	and	of	the	unresolved	issues	in	the	proceeding.	The	APSC	also established	a	separate	docket	to	consider	the	resolved	railroad	litigation,	but	a	procedural	schedule	has	not	been	established	in	the	new	docket	at this	 time.	The	APSC	ordered	 the	parties	 to	submit	 their	unresolved	 issues	 list	 in	 the	pending	proceeding,	which	 the	parties	have	done.	The unresolved	issues	will	not	be	relitigated	but	will	be	decided	by	the	APSC	based	upon	the	evidence	already	submitted	in	the	proceeding.

See	"System	Agreement	Proceedings"	 in	Entergy	Corporation	and	Subsidiaries'	Management's	Discussion	and	Analysis	for	discussion	of the proceeding	at	the	FERC	involving	the	System	Agreement	and	of	other	related	proceedings.

See	"Independent	Coordinator	of	Transmission" in	Entergy	Corporation	and	Subsidiaries'	Management's	Discussion	and	Analysis	for	further

# discussion.

See	"Interconnection	Orders"	in	Entergy	Corporation	and	Subsidiaries'	Management's	Discussion	and	Analysis	for	further	discussion.

# Utility	Restructuring

In	April	1999,	the	Arkansas	legislature	enacted	Act	1556,	the	Arkansas	Electric	Consumer	Choice	Act,	providing	for	competition	in	the	electric utility	industry	through	retail	open	access.	In	December	2001,	the	APSC	recommended	to	the	Arkansas	General	Assembly	that	legislation	be enacted	during	the	2003	legislative	session	to	either	repeal	Act	1556	or	further	delay	retail	open	access	until	at	least	2010.	In	February	2003,	the Arkansas	legislature	voted	to	repeal	Act	1556	and	the	repeal	was	signed	into	law	by	the	governor.

# Nuclear	Matters

Entergy	Arkansas	owns	and	operates,	through	an	affiliate,	the	ANO	1	and	ANO	2	nuclear	power	plants.	 Entergy	Arkansas	is,	therefore,	subject	to the	risks	related	to	owning	and	operating	nuclear	plants.	These	include	risks	from	the	use,	storage,	handling	and	disposal	of	high-level	and	low-level radioactive	materials,	regulatory	requirement	changes,	including	changes	resulting	from	events	at	other	plants,	limitations	on	the	amounts	and types	of	insurance	commercially	available	for	losses	in	connection	with	nuclear	operations,	and	technological	and	financial	uncertainties	related	to decommissioning	nuclear	plants	at	the	end	of	their	licensed	lives,	including	the	sufficiency	of	funds	in	decommissioning	trusts.	In	the	event	of	an unanticipated	early	shutdown	of	either	ANO	1	or	ANO	2,	Entergy	Arkansas	may	be	required	to	file	with	the	APSC	a	rate	mechanism	to	provide additional	funds	or	credit	support	to	satisfy	regulatory	requirements	for	decommissioning.

The	nuclear	industry	continues	to	address	susceptibility	to	stress	corrosion	cracking	of	certain	materials	associated	with	components	within	the reactor	coolant	system.	The	issue	is	applicable	to	ANO	and	is	managed	in	accordance	with	industry	standard	practices	and	guidelines	and	includes in-service	examinations,	replacement	and	mitigation	strategy.	Several	major	modifications	to	the	ANO	units	have	been	implemented,	with	the	most recent	projects	involving	mitigation	of	large	bore	dissimilar	metal	welds	using	weld	overlay	process.	In	addition,	the	fabrication	of	a	replacement reactor	vessel	head	is	nearing	completion	for	ANO	2	at	this	time.	Routine	inspections	of	the	existing	ANO	2	reactor	vessel	head	have	identified	no significant	material	degradation	issues	for	that	component.	These	inspections	will	continue	at	planned	refueling	outages.

# Environmental	Risks

Entergy	Arkansas'	facilities	and	operations	are	subject	to	regulation	by	various	governmental	authorities	having	jurisdiction	over	air	quality,	water quality,	control	of	toxic	substances	and	hazardous	and	solid	wastes,	and	other	environmental	matters.	Management	believes	that	Entergy	Arkansas is	in	substantial	compliance	with	environmental	regulations	currently	applicable	to	its	facilities	and	operations.	Because	environmental	regulations are	subject	to	change,	future	compliance	costs	cannot	be	precisely	estimated.	See	"Uses	of	Capital"	above	for	a	discussion	of	the	project	to	install scrubbers	and	low	NOx	burners	at	Entergy	Arkansas'	White	Bluff	coal	plant,	which	under	current	environmental	regulations	must	be	operational	by September	2013.

The	preparation	of	Entergy	Arkansas'	financial	statements	in	conformity	with	generally	accepted	accounting	principles	requires	management	to apply	appropriate	accounting	policies	and	to	make	estimates	and	judgments	that	can	have	a	significant	effect	on	reported	financial	position,	results of	operations,	and	cash	flows.	Management	has	identified	the	following	accounting	policies	and	estimates	as	critical	because	they	are	based	on assumptions	and	measurements	that	involve	a	high	degree	of	uncertainty,	and	the	potential	for	future	changes	in	the	assumptions	and	measurements that	could	produce	estimates	that	would	have	a	material	effect	on	the	presentation	of	Entergy	Arkansas'	financial	position	or	results	of	operations.

See	"Nuclear	Decommissioning	Costs"	in	the	"Critical	Accounting	Estimates"	section	of	Entergy	Corporation	and	Subsidiaries	Management's Discussion	and	Analysis	for	discussion	of	the	estimates	inherent	in	accounting	for	nuclear	decommissioning	costs.

As	discussed	in	Note	1	to	the	financial	statements,	Entergy	Arkansas	records	an	estimate	of	the	revenues	earned	for	energy	delivered	since	the latest	 customer	 billing.	Each	month	the	estimated	unbilled	revenue	amounts	are	recorded	as	revenue	and	a	receivable,	and	the	prior	month's estimate	is	reversed.	The	difference	between	the	estimate	of	the	unbilled	receivable	at	the	beginning	of	the	period	and	the	end	of	the	period	is	the amount	of	unbilled	revenue	recognized	during	the	period.	The	estimate	recorded	is	primarily	based	upon	an	estimate	of	customer	usage	during	the unbilled	period	and	the	billed	price	to	customers	in	that	month.	Therefore,	revenue	recognized	may	be	affected	by	the	estimated	price	and	usage	at the	beginning	and	end	of	each	period,	in	addition	to	changes	in	certain	components	of	the	calculation.

Entergy	 sponsors	 qualified,	 defined	 benefit	 pension	 plans	 which	 cover	 substantially	 all	 employees.	Additionally,	 Entergy	 currently	 provides postretirement	health	care	and	life	insurance	benefits	for	substantially	all	employees	who	reach	retirement	age	while	still	working	for	Entergy. Entergy's	reported	costs	of	providing	these	benefits,	as	described	in	Note	11	to	the	financial	statements,	are	impacted	by	numerous	factors	including the	provisions	of	the	plans,	changing	employee	demographics,	and	various	actuarial	calculations,	assumptions,	and	accounting	mechanisms.	See the	 "Critical	Accounting	 Estimates" section	 of	 Entergy	 Corporation	 and	 Subsidiaries	 Management's	 Discussion	 and	 Analysis	 for	 further discussion.	Because	of	the	complexity	of	these	calculations,	the	long-term	nature	of	these	obligations,	and	the	importance	of	the	assumptions utilized,	Entergy's	estimate	of	these	costs	is	a	critical	accounting	estimate.

|  |  |  | Impact	on	Qualified |
| :--- | :--- | :--- | :--- |
|  | Change\tin | Impact\ton\t2008 | Projected |
| Actuarial\tAssumption | Assumption | Qualified\tPension\tCost | Benefit\tObligation |
|  |  | Increase/(Decrease) |  |
| Discount\trate | (0.25%) | $2,156 | $22,261 |
| Rate\tof\treturn\ton\tplan\tassets | (0.25%) | $1,384 | - |
| Rate\tof\tincrease\tin\tcompensation | 0.25% | $1,012 | $4,852 |

|  | Change	in | Impact	on	2008 | Postretirement	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Postretirement\tBenefit\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $986 | $5,399 |
| Discount\trate | (0.25%) | $556 | $5,977 |

Total	qualified	pension	cost	for	Entergy	Arkansas	in	2008	was	$23.8	million.	Entergy	Arkansas	anticipates	2009	qualified	pension	cost	to	be	$19.8 million.	Entergy	Arkansas'	contributions	to	the	pension	trust	were	$38.9	million	in	2008	and	are	currently	estimated	to	be	$28.6	million	in	2009. Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and	beyond,	continues	to	evolve,	be

interpreted	through	technical	corrections	bills,	and	discussed	within	the	industry	and	congressional	lawmakers.	Any	changes	to	Pension	Protection Act	as	a	result	of	these	discussions	and	efforts	may	affect	the	level	of	Entergy's	pension	contributions	in	the	future.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	Entergy	Arkansas	in	2008	were	$16.4	million,	including	$5.1	million	in	savings due	to	the	estimated	effect	of	future	Medicare	Part	D	subsidies.	Entergy	Arkansas	expects	2009	postretirement	health	care	and	life	insurance	benefit costs	to	approximate	$21.9	million,	including	$4.9	million	in	savings	due	to	the	estimated	effect	of	future	Medicare	Part	D	subsidies.	Entergy Arkansas	expects	to	contribute	$21.4	million	to	other	postretirement	plans	in	2009.

See	"New	Accounting	Pronouncements"	section	of	Entergy	Corporation	and	Subsidiaries	Management's	Discussion	and	Analysis	for	further discussion.

We	have	audited	the	accompanying	balance	sheets	of	Entergy	Arkansas,	Inc.	(the	"Company")	as	of	December	31,	2008	and	2007,	and	the	related statements	of	income,	of	retained	earnings,	and	of	cash	flows	(pages	265	through	270	and	applicable	items	in	pages	65	through	187)	for	each	of	the three	 years	 in	 the	 period	 ended	 December	 31,	 2008.	 These	 financial	 statements	 are	 the	 responsibility	 of	 the	 Company's	 management.	 Our responsibility	is	to	express	an	opinion	on	these	financial	statements	based	on	our	audits.

We	conducted	our	audits	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards require	that	we	plan	and	perform	the	audit	to	obtain	reasonable	assurance	about	whether	the	financial	statements	are	free	of	material	misstatement. An	audit	includes	examining,	on	a	test	basis,	evidence	supporting	the	amounts	and	disclosures	in	the	financial	statements.	An	audit	also	includes assessing	the	accounting	principles	used	and	significant	estimates	made	by	management,	as	well	as	evaluating	the	overall	financial	statement presentation.	We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinion.

In	our	opinion,	such	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	Entergy	Arkansas,	Inc.	as	of	December	31, 2008	and	2007,	and	the	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2008,	in	conformity with	accounting	principles	generally	accepted	in	the	United	States	of	America.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	Company's internal	control	over	financial	reporting	as	of	December	31,	2008,	based	on	the	criteria	established	in	Internal	Control	-	Integrated	Framework issued	 by	 the	 Committee	 of	 Sponsoring	 Organizations	 of	 the	Treadway	 Commission	 and	 our	 report	 dated	 February	 27,	 2009	 expressed	 an unqualified	opinion	on	the	Company's	internal	control	over	financial	reporting.

# INCOME	STATEMENTS

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  |  | (In\tThousands) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | $2,328,349 | $2,032,965 | $2,092,683 |
| OPERATING\tEXPENSES |  |  |  |
| Operation\tand\tMaintenance: |  |  |  |
| \t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\tgas\tpurchased\tfor\tresale | 283,547 | 132,830 | 429,718 |
| \t\tPurchased\tpower | 953,663 | 818,549 | 614,246 |
| \t\tNuclear\trefueling\toutage\texpenses | 29,611 | 28,511 | 29,478 |
| \t\tOther\toperation\tand\tmaintenance | 524,940 | 458,042 | 437,574 |
| Decommissioning | 35,083 | 32,816 | 30,695 |
| Taxes\tother\tthan\tincome\ttaxes | 85,590 | 78,449 | 75,585 |
| Depreciation\tand\tamortization | 237,168 | 228,354 | 216,919 |
| Other\tregulatory\tcredits\t-\tnet | (26,747) | (29,001) | (25,794) |
| TOTAL | 2,122,855 | 1,748,550 | 1,808,421 |
| OPERATING\tINCOME | 205,494 | 284,415 | 284,262 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 6,259 | 11,143 | 7,630 |
| Interest\tand\tdividend\tincome | 21,174 | 19,116 | 24,720 |
| Miscellaneous\t-\tnet | (4,731) | (3,263) | (4,115) |
| TOTAL | 22,702 | 26,996 | 28,235 |
| INTEREST\tAND\tOTHER\tCHARGES |  |  |  |
| Interest\ton\tlong-term\tdebt | 79,945 | 77,348 | 76,932 |
| Other\tinterest\t-\tnet | 7,787 | 14,392 | 8,877 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (3,311) | (5,078) | (3,290) |
| TOTAL | 84,421 | 86,662 | 82,519 |
| INCOME\tBEFORE\tINCOME\tTAXES | 143,775 | 224,749 | 229,978 |
| Income\ttaxes | 96,623 | 85,638 | 56,824 |
| NET\tINCOME | 47,152 | 139,111 | 173,154 |
| Preferred\tdividend\trequirements\tand\tother | 6,873 | 6,873 | 7,560 |
| EARNINGS\tAPPLICABLE\tTO\nCOMMON\tSTOCK | $40,279 | $132,238 | $165,594 |

# STATEMENTS	OF	CASH	FLOWS

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  |  | (In\tThousands) |  |
| OPERATING\tACTIVITIES |  |  |  |
| Net\tincome | $47,152 | $139,111 | $173,154 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tflow\tprovided\tby\toperating\tactivities: |  |  |  |
| \t\tReserve\tfor\tregulatory\tadjustments | (751) | (16,248) | 22,310 |
| \t\tOther\tregulatory\tcredits\t-\tnet | (26,747) | (29,001) | (25,794) |
| \t\tDepreciation,\tamortization,\tand\tdecommissioning | 272,251 | 261,170 | 247,614 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | 186,283 | 58,796 | 46,454 |
| \t\tChanges\tin\tworking\tcapital: |  |  |  |
| \t\t\t\tReceivables | 67,197 | (24,958) | (49,943) |
| \t\t\t\tFuel\tinventory | 5,282 | 2,468 | (10,631) |
| \t\t\t\tAccounts\tpayable | 67,148 | 327,578 | (42,296) |
| \t\t\t\tTaxes\taccrued | - | (37,161) | 37,161 |
| \t\t\t\tInterest\taccrued | 7,760 | (2,132) | 372 |
| \t\t\t\tDeferred\tfuel\tcosts | (4,298) | (112,606) | 202,025 |
| \t\t\t\tOther\tworking\tcapital\taccounts | (177,725) | (274,898) | (4,947) |
| \t\tProvision\tfor\testimated\tlosses\tand\treserves | 1,511 | (125) | 1,576 |
| \t\tChanges\tin\tother\tregulatory\tassets | (219,091) | 15,626 | (141,050) |
| \t\tChanges\tin\tpension\tand\tother\tpostretirement\tliabilities | 181,539 | 1,234 | 23,563 |
| \t\tOther | 52,740 | 57,283 | 21,935 |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | 460,251 | 366,137 | 501,503 |
| INVESTING\tACTIVITIES |  |  |  |
| Construction\texpenditures | (373,973) | (304,901) | (259,409) |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 6,259 | 11,143 | 7,630 |
| Nuclear\tfuel\tpurchases | (105,279) | (40,353) | (51,118) |
| Proceeds\tfrom\tsale/leaseback\tof\tnuclear\tfuel | 105,062 | 42,444 | 49,027 |
| Payment\tfor\tpurchase\tof\tplant | (210,029) | - | - |
| Proceeds\tfrom\tnuclear\tdecommissioning\ttrust\tfund\tsales | 162,126 | 96,034 | 105,658 |
| Investment\tin\tnuclear\tdecommissioning\ttrust\tfunds | (176,676) | (108,814) | (116,099) |
| Change\tin\tmoney\tpool\treceivable\t-\tnet | (15,991) | 14,298 | (16,109) |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | (608,501) | (290,149) | (280,420) |
| FINANCING\tACTIVITIES |  |  |  |
| Proceeds\tfrom\tthe\tissuance\tof: |  |  |  |
| \t\tLong-term\tdebt | 297,261 | - | - |
| \t\tPreferred\tstock | - | - | 73,355 |
| Redemption\tof\tpreferred\tstock | - | - | (75,885) |
| Change\tin\tmoney\tpool\tpayable\t-\tnet | (77,882) | 77,882 | (27,346) |
| Dividends\tpaid: |  |  |  |
| \t\tCommon\tstock | (24,900) | (181,600) | (158,000) |
| \t\tPreferred\tstock | (6,873) | (6,873) | (7,785) |
| Net\tcash\tflow\tprovided\tby\t(used\tin)\tfinancing\tactivities | 187,606 | (110,591) | (195,661) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | 39,356 | (34,603) | 25,422 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 212 | 34,815 | 9,393 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $39,568 | $212 | $34,815 |
| SUPPLEMENTAL\tDISCLOSURE\tOF\tCASH\tFLOW\tINFORMATION: |  |  |  |
| Cash\tpaid/(received)\tduring\tthe\tperiod\tfor: |  |  |  |
| \t\tInterest\t-\tnet\tof\tamount\tcapitalized | $71,645 | $80,762 | $73,250 |
| \t\tIncome\ttaxes | ($57,902) | $21,862 | ($27,080) |

| Total	cash	and	cash	investments | 39,568 | 212 |
| :--- | :--- | :--- |
| Accounts\treceivable: |  |  |
| \t\tCustomer | 113,135 | 85,414 |
| \t\tAllowance\tfor\tdoubtful\taccounts | (19,882) | (16,649) |
| \t\tAssociated\tcompanies | 56,534 | 75,756 |
| \t\tOther | 64,762 | 124,111 |
| \t\tAccrued\tunbilled\trevenues | 71,118 | 68,240 |
| \t\t\t\t\tTotal\taccounts\treceivable | 285,667 | 336,872 |
| Deferred\tfuel\tcosts | 119,061 | 114,763 |
| Fuel\tinventory\t-\tat\taverage\tcost | 15,223 | 20,505 |
| Materials\tand\tsupplies\t-\tat\taverage\tcost | 121,769 | 106,165 |
| Deferred\tnuclear\trefueling\toutage\tcosts | 42,932 | 17,623 |
| System\tagreement\tcost\tequalization | 394,000 | 268,000 |
| Prepayments\tand\tother | 36,530 | 16,511 |
| TOTAL | 1,054,750 | 880,651 |
| OTHER\tPROPERTY\tAND\tINVESTMENTS |  |  |
| Investment\tin\taffiliates\t-\tat\tequity | 11,200 | 11,203 |
| Decommissioning\ttrust\tfunds | 390,529 | 466,348 |
| Non-utility\tproperty\t-\tat\tcost\t(less\taccumulated\tdepreciation) | 1,439 | 1,442 |
| Other | 5,391 | 5,391 |
| TOTAL | 408,559 | 484,384 |
| UTILITY\tPLANT |  |  |
| Electric | 7,305,165 | 6,792,825 |
| Property\tunder\tcapital\tlease | 1,417 | 2,436 |
| Construction\twork\tin\tprogress | 142,391 | 146,651 |
| Nuclear\tfuel\tunder\tcapital\tlease | 125,072 | 124,585 |
| Nuclear\tfuel | 12,115 | 19,548 |
| TOTAL\tUTILITY\tPLANT | 7,586,160 | 7,086,045 |
| Less\t-\taccumulated\tdepreciation\tand\tamortization | 3,272,280 | 3,112,896 |
| UTILITY\tPLANT\t-\tNET | 4,313,880 | 3,973,149 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tSFAS\t109\tregulatory\tasset\t-\tnet | 58,455 | 93,557 |
| \t\tOther\tregulatory\tassets | 688,964 | 534,937 |
| Other | 43,605 | 33,128 |
| TOTAL | 791,024 | 661,622 |
| TOTAL\tASSETS | $6,568,213 | $5,999,806 |

| Associated	companies | $433,460 | $486,201 |
| :--- | :--- | :--- |
| \t\tOther | 142,974 | 100,246 |
| Customer\tdeposits | 60,558 | 57,751 |
| Accumulated\tdeferred\tincome\ttaxes | 198,902 | 26,964 |
| Interest\taccrued | 25,207 | 17,447 |
| Obligations\tunder\tcapital\tleases | 60,276 | 49,738 |
| Other | 17,290 | 10,890 |
| TOTAL | 938,667 | 749,237 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 1,307,596 | 1,330,324 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 51,881 | 55,854 |
| Obligations\tunder\tcapital\tleases | 66,214 | 77,283 |
| Other\tregulatory\tliabilities | 27,141 | 117,510 |
| Decommissioning | 540,709 | 505,626 |
| Accumulated\tprovisions | 15,925 | 14,414 |
| Pension\tand\tother\tpostretirement\tliabilities | 441,920 | 260,381 |
| Long-term\tdebt | 1,618,171 | 1,314,525 |
| Other | 43,780 | 73,739 |
| TOTAL | 4,113,337 | 3,749,656 |

Commitments	and	Contingencies

| Preferred	stock	without	sinking	fund | 116,350 | 116,350 |
| :--- | :--- | :--- |
| Common\tstock,\t$0.01\tpar\tvalue,\tauthorized\t325,000,000 |  |  |
| \tshares;\tissued\tand\toutstanding\t46,980,196\tshares\tin\t2008 |  |  |
| \tand\t2007 | 470 | 470 |
| Paid-in\tcapital | 588,444 | 588,527 |
| Retained\tearnings | 810,945 | 795,566 |
| TOTAL | 1,516,209 | 1,500,913 |
| TOTAL\tLIABILITIES\tAND\tSHAREHOLDERS'\tEQUITY | $6,568,213 | $5,999,806 |

# STATEMENTS	OF	RETAINED	EARNINGS

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Retained\tEarnings,\tJanuary\t1 | $795,566 | $844,928 | $838,219 |
| \t\tAdd:\n\t\t\t\tNet\tincome | 47,152 | 139,111 | 173,154 |
| \t\tDeduct: |  |  |  |
| \t\t\t\tDividends\tdeclared\ton\tcommon\tstock | 24,900 | 181,600 | 158,000 |
| \t\t\t\tPreferred\tdividend\trequirements\tand\tother | 6,873 | 6,873 | 8,445 |
| \t\t\t\t\tTotal | 31,773 | 188,473 | 166,445 |
| Retained\tEarnings,\tDecember\t31 | $810,945 | $795,566 | $844,928 |

(1)	Includes	long-term	debt	(excluding	currently	maturing	debt)	and	noncurrent	capital	lease	obligations.

# ENTERGY	GULF	STATES	LOUISIANA,	L.L.C.

Entergy	Texas	now	owns	all	Entergy	Gulf	States,	Inc.	distribution	and	transmission	assets	located	in	Texas,	the	gas-fired	generating	plants	located in	Texas,	undivided	42.5%	ownership	shares	of	Entergy	Gulf	States,	Inc.'s	70%	ownership	interest	in	Nelson	6	and	42%	ownership	interest	in	Big Cajun	2,	Unit	3,	which	are	coal-fired	generating	plants	located	in	Louisiana,	and	other	assets	and	contract	rights	to	the	extent	related	to	utility operations	in	Texas.	Entergy	Gulf	States	Louisiana	now	owns	all	of	the	remaining	assets	that	were	owned	by	Entergy	Gulf	States,	Inc.		On	a	book value	basis,	approximately	58.1%	of	the	Entergy	Gulf	States,	Inc.	assets	were	allocated	to	Entergy	Gulf	States	Louisiana	and	approximately	41.9% were	allocated	to	Entergy	Texas.

Entergy	Gulf	States	Louisiana	remains	primarily	liable	for	all	of	the	long-term	debt	issued	by	Entergy	Gulf	States,	Inc.	that	was	outstanding	on December	31,	2007.	Under	a	debt	assumption	agreement	with	Entergy	Gulf	States	Louisiana,	Entergy	Texas	assumed	its	pro	rata	share	of	this	long- term	debt,	which	was	$1.079	billion,	or	approximately	46%.	The	pro	rata	share	of	the	long-term	debt	assumed	by	Entergy	Texas	was	determined	by first	determining	the	net	assets	for	each	company	on	a	book	value	basis,	and	then	calculating	a	debt	assumption	ratio	that	resulted	in	the	common equity	ratios	for	each	company	being	approximately	the	same	as	the	Entergy	Gulf	States,	Inc.	common	equity	ratio	immediately	prior	to	the jurisdictional	separation.	Entergy	Texas'	debt	assumption	does	not	discharge	Entergy	Gulf	States	Louisiana's	liability	for	the	long-term	debt.	To secure	its	debt	assumption	obligations,	Entergy	Texas	granted	to	Entergy	Gulf	States	Louisiana	a	first	lien	on	Entergy	Texas'	assets	that	were previously	subject	to	the	Entergy	Gulf	States,	Inc.	mortgage.	Entergy	Texas	has	until	December	31,	2010	to	repay	the	assumed	debt,	of	which	$770 million	remained	outstanding	at	December	31,	2008.	In	addition,	Entergy	Texas,	as	the	owner	of	Entergy	Gulf	States	Reconstruction	Funding	I, LLC	("EGSRF	I"),	will	report	the	$329.5	million	of	senior	secured	transition	bonds	("securitization	bonds")	issued	by	EGSRF	I	as	long-term	debt on	its	consolidated	balance	sheet.	The	securitization	bonds	are	non-recourse	to	Entergy	Texas.

Entergy	Gulf	States	Louisiana	is	the	successor	for	financial	reporting	purposes	to	Entergy	Gulf	States,	Inc.	Entergy	Gulf	States	Louisiana's	Income Statement	and	Cash	Flow	Statement	for	the	year	ended	December	31,	2008,	reflect	the	effects	of	the	separation	of	the	Texas	business.	Entergy Gulf	States	Louisiana's	Income	Statement	and	Cash	Flow	Statement	for	the	years	ended	December	31,	2006	and	2007,	include	the	operations	of Entergy	Texas.	Entergy	Gulf	States	Louisiana's	balance	sheets	as	of	December	31,	2008	and	2007	reflect	the	effects	of	the	separation	of	the	Texas business.

Pursuant	to	the	LPSC	order	approving	the	jurisdictional	separation	plan,	Entergy	Gulf	States	Louisiana	has	made	two	compliance	filings	in	2008. On	March	31,	2008,	Entergy	Gulf	States	Louisiana	made	its	jurisdictional	separation	plan	balance	sheet	compliance	filing	with	the	LPSC.	On	June 11,	2008,	Entergy	Gulf	States	Louisiana	made	its	revenue	and	expense	compliance	filing.	On	December	29,	2008,	the	LPSC	staff	filed	a	motion with	the	LPSC	seeking	resolution	of	certain	issues	in	the	proceeding,	and	a	hearing	on	these	matters	is	scheduled	to	be	held	on	April	21-22,	2009.

In	September	2008,	Hurricane	Gustav	and	Hurricane	Ike	caused	catastrophic	damage	to	Entergy	Gulf	States	Louisiana's	service	territory.	The storms	resulted	in	widespread	power	outages,	significant	damage	to	distribution,	transmission,	and	generation	infrastructure,	and	the	loss	of	sales during	the	power	outages.	Total	restoration	costs	for	the	repair	and/or	replacement	of	Entergy	Gulf	States	Louisiana's	electric	facilities	damaged	by Hurricane	Gustav	and	Hurricane	Ike	are	estimated	to	be	in	the	range	of	$240	million	to	$255	million.	Entergy	Gulf	States	Louisiana	is	considering all	reasonable	avenues	to	recover	storm-related	costs	from	Hurricane	Gustav	and	Hurricane	Ike,	including,	but	not	limited	to,	accessing	funded storm	reserves;	federal	and	local	cost	recovery	mechanisms,	including	requests	for	Community	Development	Block	Grant	funding;	securitization; and	insurance,	to	the	extent	deductibles	are	met.

On	October	9,	2008,	Entergy	Gulf	States	Louisiana	drew	all	of	its	$85	million	funded	storm	reserve.	On	October	15,	2008,	the	LPSC	approved Entergy	Gulf	States	Louisiana's	request	to	defer	and	accrue	carrying	cost	on	unrecovered	storm	expenditures	during	the	period	the	company	seeks regulatory	recovery.	The	approval	was	without	prejudice	to	the	ultimate	resolution	of	the	total	amount	of	prudently	incurred	storm	cost	or	final carrying	 cost	 rate.	Entergy	 Gulf	 States	 Louisiana	 expects	 to	 initiate	 its	 storm	 cost	 recovery	 proceeding	 in	 the	 spring	 2009.	The	 existing

securitization	legislation	in	Louisiana	extends	to	Hurricane	Gustav	and	Hurricane	Ike.	Entergy	is	currently	evaluating	the	amount	of	the	losses covered	by	insurance	for	Entergy	and	each	of	the	affected	Utility	operating	companies.	Because	most	of	the	Hurricane	Gustav	damage	was	to distribution	and	transmission	facilities	that	are	generally	not	covered	by	property	insurance,	Entergy	does	not	expect	to	meet	its	deductibles	for	that storm.	Because	Hurricane	Ike	caused	more	damage	by	flooding	and	also	caused	more	damage	to	generation	facilities	as	compared	to	Hurricane Gustav,	it	is	more	likely	that	Entergy	will	meet	its	deductibles	for	that	storm.	Almost	all	of	Entergy	Gulf	States	Louisiana's	damage	was	caused	by Hurricane	Gustav.

Entergy	Gulf	States	Louisiana	has	recorded	the	estimated	costs	incurred,	including	payments	already	made,	that	were	necessary	to	return	customers to	 service.	Entergy	 Gulf	 States	 Louisiana	 has	 recorded	 approximately	 $117	 million	 against	 its	 storm	 damage	 provision	 and	 approximately $118	million	in	construction	expenditures.	Entergy	Gulf	States	Louisiana	recorded	the	regulatory	assets	in	accordance	with	its	accounting	policies and	based	on	 the	historic	 treatment	of	such	costs	 in	 its	service	 territory,	because	management	believes	 that	recovery	 through	some	form	of regulatory	mechanism	is	probable.	Because	Entergy	Gulf	States	Louisiana	has	not	gone	through	the	regulatory	process	regarding	these	storm	costs, however,	there	is	an	element	of	risk,	and	Entergy	Gulf	States	Louisiana	is	unable	to	predict	with	certainty	the	degree	of	success	it	may	have	in	its recovery	initiatives,	the	amount	of	restoration	costs	that	it	may	ultimately	recover,	or	the	timing	of	such	recovery.

Following	are	income	statement	variances	for	Entergy	Gulf	States	Louisiana	comparing	the	year	ended	December	31,	2008	to	the	year	ended December	31,	2007	showing	how	much	the	line	item	increased	or	(decreased)	in	comparison	to	the	prior	period:

|  |  | Variance |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  | caused |  |  |
|  | Year | directly\tby | Variance | Year |
|  | ended | the | caused\tby | ended |
|  | December\t31, | jurisdictional | other | December\t31, |
|  | 2007 | separation | factors | 2008 |
|  |  | (In\tThousands) | (In\tThousands) |  |
| Net\trevenue\t(operating\trevenue\tless\tfuel\texpense, |  |  |  |  |
| \t\tpurchased\tpower,\tand\tother\tregulatory |  |  |  |  |
| \t\tcharges/credits) | $1,297,622 | ($442,283) | ($21,545) | $833,794 |
| Other\toperation\tand\tmaintenance\texpenses | 548,999 | (179,119) | (32,086) | 337,794 |
| Taxes\tother\tthan\tincome\ttaxes | 132,489 | (50,617) | (4,434) | 77,438 |
| Depreciation\tand\tamortization | 208,648 | (68,172) | (3,870) | 136,606 |
| Other\texpenses | 23,940 | (173) | 14,471 | 38,238 |
| Other\tincome | 88,815 | 26,020 | (29,829) | 85,006 |
| Interest\tcharges | 155,881 | (23,012) | (6,109) | 126,760 |
| Income\ttaxes | 123,701 | (36,249) | (30,255) | 57,197 |
| Net\tIncome\t(Loss) | $192,779 | ($58,921) | $10,909 | $144,767 |

Net	income	decreased	$48	million	primarily	due	to	the	jurisdictional	separation	of	Entergy	Gulf	States,	Inc.	into	Entergy	Gulf	States	Louisiana	and Entergy	Texas,	effective	December	31,	2007,	in	addition	to	lower	other	income	and	lower	net	revenue	other	than	the	effects	directly	caused	by	the jurisdictional	separation,	partially	offset	by	lower	other	operation	and	maintenance	expenses	and	a	lower	effective	income	tax	rate.	For	the	year ended	December	31,	2007,	Entergy	Texas	reported	net	income	of	$58.9	million.

Net	income	decreased	$19.2	million	primarily	due	to	a	higher	effective	income	tax	rate,	higher	other	operation	and	maintenance	expenses,	and higher	interest	and	other	charges.	The	decrease	was	partially	offset	by	higher	net	revenue	and	higher	other	income.

Net	revenue	consists	of	operating	revenues	net	of:	1)	fuel,	fuel-related	expenses,	and	gas	purchased	for	resale,	2)	purchased	power	expenses,	and	3) other	regulatory	charges	(credits).	Following	is	an	analysis	of	the	change	in	net	revenue	comparing	2008	to	2007.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2007\tnet\trevenue | $1,297.6 |
| Jurisdictional\tseparation | (442.3) |
| Other | (21.5) |
| 2008\tnet\trevenue | $833.8 |

Net	revenue	decreased	primarily	due	to	the	jurisdictional	separation	of	Entergy	Gulf	States,	Inc.	into	Entergy	Gulf	States	Louisiana	and	Entergy Texas,	effective	December	31,	2007.

The	Other	variance	is	primarily	caused	by	various	operational	effects	of	the	jurisdictional	separation	on	revenues	and	fuel	and	purchased	power expenses.

# Gross	operating	revenues,	fuel	and	purchased	power	expenses,	and	other	regulatory	charges	(credits)

The	 change	 in	 gross	 operating	 revenues,	 fuel	 and	 purchased	 power	 expenses,	 and	 other	 regulatory	 charges	 was	 primarily	 caused	 by the jurisdictional	separation	of	Entergy	Gulf	States,	Inc.	into	Entergy	Gulf	States	Louisiana	and	Entergy	Texas,	effective	December	31,	2007.

Net	revenue	consists	of	operating	revenues	net	of:	1)	fuel,	fuel-related	expenses,	and	gas	purchased	for	resale,	2)	purchased	power	expenses,	and	3) other	regulatory	charges.	Following	is	an	analysis	of	the	change	in	net	revenue	comparing	2007	to	2006.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2006\tnet\trevenue | $1,275.0 |
| Volume/weather | 19.7 |
| Transmission\trevenue | 12.2 |
| Texas\tsecuritization\ttransition\tcharge | 9.9 |
| Net\twholesale\trevenue | 7.9 |
| Fuel\trecovery | (23.7) |
| Purchased\tpower\tcapacity | (14.2) |
| Other | 10.8 |
| 2007\tnet\trevenue | $1,297.6 |

The	volume/weather	variance	is	primarily	due	to	increased	electricity	usage	primarily	in	the	residential	and	commercial	sectors,	including	increased usage	during	the	unbilled	sales	period.	See	"Critical	Accounting	Estimates"	below	and	Note	1	to	the	financial	statements	for	further	discussion	of the	accounting	for	unbilled	revenues.

The	securitization	transition	charge	variance	is	due	to	the	issuance	of	securitization	bonds.	In	June	2007,	Entergy	Gulf	States	Reconstruction Funding	I,	LLC,	a	company	wholly-owned	and	consolidated	by	Entergy	Gulf	States,	Inc.,	issued	securitization	bonds	and	with	the	proceeds purchased	from	Entergy	Gulf	States,	Inc.	the	Texas	transition	property,	which	is	the	right	to	recover	from	Texas	customers	through	a	transition charge	amounts	sufficient	to	service	the	securitization	bonds.	See	Note	5	to	the	financial	statements	herein	for	details	of	the	securitization	bond issuance.

The	net	wholesale	revenue	variance	is	primarily	due	to	re-pricing	revisions,	retroactive	to	2003,	of	$8.4	million	of	purchased	power	agreements among	Entergy	system	companies	as	directed	by	the	FERC.

The	fuel	recovery	variance	resulted	primarily	from	adjustments	of	fuel	clause	recoveries	in	the	first	quarter	2006	by	Entergy	Gulf	States,	Inc.	for the	Louisiana	jurisdiction	and	a	reserve	for	potential	rate	refunds	in	the	first	quarter	2007	by	Entergy	Gulf	States,	Inc.	for	the	Texas	jurisdiction	as	a result	of	a	PUCT	ruling	related	to	the	application	of	past	PUCT	rulings	addressing	transition	to	competition	in	Texas.

The	purchased	power	capacity	variance	is	primarily	due	to	ongoing	purchased	power	capacity	expense	and	the	amortization	of	deferred	capacity charges.	A	portion	of	the	increase	in	purchased	power	capacity	costs	is	being	recovered	through	base	rate	increases	implemented	to	recover incremental	 deferred	 and	 ongoing	 purchased	 power	 capacity	 charges.	The	 base	 rate	 increases	 are	 discussed	 under	 "State	 and	 Local	 Rate

# Regulation"	below.

# Gross	operating	revenues,	fuel	and	purchased	power	expenses,	and	other	regulatory	charges

Gross	operating	revenues	decreased	primarily	due	to	a	decrease	in	fuel	cost	recovery	revenues	of	$229.1	million	due	to	lower	fuel	rates	and	refunds. The	decrease	was	partially	offset	by	more	favorable	volume/weather	and	higher	transmission	revenue	as	discussed	above	and	higher	wholesale revenue	from	the	system	agreement	cost	equalization	payments	from	Entergy	Arkansas.	The	receipt	of	such	payments	for	the	Texas	jurisdiction	is being	refunded	to	customers	by	crediting	deferred	fuel	costs	and	reducing	fuel	rates	ultimately	charged	to	customers.	As	a	result,	the	system agreement	cost	equalization	receipt	and	refund	to	customers	have	no	effect	on	net	income.

Fuel	and	purchased	power	expenses	decreased	primarily	due	to	a	decrease	in	deferred	fuel	expense	as	a	result	of	a	decrease	in	fuel	cost	recovery revenues,	as	discussed	above.	The	decrease	was	partially	offset	by	an	increase	in	the	average	market	prices	of	natural	gas	and	purchased	power.

Other	regulatory	charges	increased	primarily	due	to:

an	increase	of	$10	million	as	a	result	of	higher	capacity	charges	and	the	amortization	of	capacity	charges;	and

the	recovery	of	$9.9	million	in	the	Texas	jurisdiction,	effective	July	2007,	of	bond	expenses	related	to	the	bond	securitization,	as	discussed above.	See	Note	5	to	the	financial	statements	for	details	of	the	securitization	bond	issuance.

Other	operation	and	maintenance	decreased	primarily	due	to:

a	decrease	of	$179.1	million	due	to	the	jurisdictional	separation	of	Entergy	Gulf	States,	Inc.	into	Entergy	Gulf	States	Louisiana	and	Entergy Texas,	effective	December	31,	2007;

a	decrease	of	$16.3	million	in	payroll,	payroll-related,	and	benefit	costs;

a	decrease	of	$9.7	million	in	nuclear	labor	and	contract	costs	due	to	a	non-refueling	plant	outage	in	March	2007;	and

a	decrease	of	$10.1	million	in	plant	maintenance	costs.

The	decrease	was	partially	offset	by	an	increase	of	$8.8	million	in	transmission	spending	due	to	higher	transmission	equalization	expenses.

Taxes	other	 than	 income	 taxes	decreased	primarily	due	 to the jurisdictional	separation	of	Entergy	Gulf	States,	Inc. into	Entergy	Gulf	States Louisiana	and	Entergy	Texas,	effective	December	31,	2007.

Nuclear	refueling	outage	expenses	increased	due	to	the	amortization	of	higher	expenses	associated	with	the	planned	maintenance	and	refueling outage	at	River	Bend	in	the	first	quarter	2008	as	well	as	the	delay	of	this	outage	from	late	2007	to	early	2008	resulting	in	a	shorter	amortization period	for	these	costs.

Depreciation	and	amortization	decreased	primarily	due	 to the jurisdictional	 separation	 of	 Entergy	 Gulf	 States,	 Inc. into	 Entergy	 Gulf	 States Louisiana	and	Entergy	Texas,	effective	December	31,	2007.

Other	income	includes	$60	million	in	interest	and	dividend	income	in	2008	related	to	the	debt	assumption	agreement	between	Entergy	Gulf	States Louisiana	and	Entergy	Texas	and	the	$1.079	billion	of	debt	assumed	by	Entergy	Texas	as	of	December	31,	2007.	Entergy	Gulf	States	Louisiana remains	primarily	liable	on	this	debt,	of	which	$770	million	remained	outstanding	at	December	31,	2008.	The	increase	in	interest	income	is partially	offset	by	$34	million	of	other	income	reported	by	Entergy	Texas	for	the	year	ended	December	31,	2007.	The	income	from	the	debt assumption	 agreement	 offsets	 the	 interest	 expense	 on	 the	 portion	 of	 long-term	 debt	 assumed	 by	 Entergy	 Texas.	The	 remaining	 variance	 is primarily	due	to	the	cessation	of	carrying	charges	on	storm	restoration	costs	as	a	result	of	the	securitization	and	a	decrease	in	interest	earned	on money	pool	investments,	partially	offset	by	dividends	of	$10.3	million	earned	on	preferred	stock	purchased	from	Entergy	Holdings	Company	with the	proceeds	received	from	the	Act	55	Storm	Cost	Financings.	See	"Hurricane	Rita	and	Hurricane	Katrina"	below	for	a	discussion	of	the	Act	55 storm	cost	financing.

Interest	and	other	charges	decreased	primarily	due	to	the	jurisdictional	separation	of	Entergy	Gulf	States,	Inc.	into	Entergy	Gulf	States	Louisiana and	Entergy	Texas,	effective	December	31,	2007	and	due	to	a	decrease	in	long-term	debt	outstanding.

an	increase	of	$12.8	million	in	nuclear	expenses	due	to	a	non-refueling	plant	outage,	a	higher	radwaste	accrual,	and	increased	NRC	fees; an	increase	of	$13	million	in	transmission	spending	due	to	higher	transmission	equalization	expenses,	additional	costs	related	to	the Independent	Coordinator	of	Transmission,	additional	loss	reserve	accruals	related	to	public	liability	litigation,	and	an	increase	in	spending due	to	additional	labor	and	material	costs	related	to	substation	and	transmission	line	maintenance;

an	increase	of	$8	million	in	fossil	expenses	primarily	due	to	plant	maintenance	outages	in	2007;

an	increase	of	$5	million	in	expenses	in	the	fourth	quarter	2007	in	connection	with	the	nuclear	operations	fleet	alignment,	which	is	discussed in	more	detail	in	Note	13	to	the	financial	statements;

an	increase	of	$4.1	million	in	vegetation	maintenance	expenses	due	to	a	planned	decrease	in	vegetation	maintenance	in	2006;

an	increase	of	$2.2	million	due	to	unfavorable	litigation	resolutions;	and

an	increase	of	$2.2	million	due	to	an	increase	in	insurance	premium	expenses	as	a	result	of	amending	coverage	in	June	2006	and	higher premiums.

The	increase	was	partially	offset	by	a	decrease	of	$5.6	million	in	payroll,	payroll-related,	and	benefit	costs	and	a	decrease	of	$5.6	million	due	to	a change	in	the	accounting	treatment	of	a	gas	storage	facility	which	is	included	in	fuel	expense	in	2007.

Taxes	other	than	income	taxes	decreased	primarily	due	to	lower	Louisiana	local	franchise	taxes	primarily	due	to	lower	gross	revenues	in	2007.

Other	income	increased	primarily	due	to	interest	earned	on	money	pool	investments.

Interest	and	other	charges	increased	primarily	due	to	the	increase	in	long-term	debt	outstanding	as	a	result	of	the	issuance	of	securitization	bonds during	the	second	quarter	2007.	See	Note	5	to	the	financial	statements	herein	for	details	of	the	securitization	bond	issuance.

The	effective	income	tax	rates	were	28.3%,	39.1%,	and	33.6%	for	2008,	2007,	and	2006,	respectively.	See	Note	3	to	the	financial	statements	for	a reconciliation	of	the	federal	statutory	rate	of	35%	to	the	effective	income	tax	rate.

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $108,036 | $180,381 | $25,373 |

| Operating	activities | 562,425 | 560,740 | 782,103 |
| :--- | :--- | :--- | :--- |
| Investing\tactivities | (518,909) | (801,499) | (406,469) |
| Financing\tactivities | (102,249) | 168,414 | (220,626) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (58,733) | (72,345) | 155,008 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $49,303 | $108,036 | $180,381 |

Cash	flows	from	operations	increased	$1.7	million	in	2008	compared	to	2007	primarily	due	to	storm	cost	proceeds	of	$274.7	million	received	from the	Louisiana	Utilities	Restoration	Corporation	(LURC)	as	a	result	of	the	Act	55	storm	cost	financings,	almost	entirely	offset	by	the	jurisdictional separation	of	Entergy	Gulf	States,	Inc.	into	Entergy	Gulf	States	Louisiana	and	Entergy	Texas,	effective	December	31,	2007,	increased	recovery	of fuel	costs,	and	an	increase	of	$17.9	million	in	pension	contributions.	See	"Hurricane	Rita	and	Hurricane	Katrina"	below	for	a	discussion	of	the	Act 55	storm	cost	financing.

Cash	flow	from	operations	decreased	$221.4	million	in	2007	compared	to	2006	primarily	due	to	the	timing	of	the	collection	of	receivables	from customers,	decreased	recovery	of	deferred	fuel	costs,	and	 lower	 tax	refunds.	The	decrease	was	partially	offset	by	the	timing	of	payments	to vendors.

Net	cash	used	in	investing	activities	decreased	$282.6	million	in	2008	compared	to	2007	primarily	due	to	the	cash	allocated	to	Entergy	Texas	in	the jurisdictional	separation	transaction	in	2007	and	due	to	the	effect	of	the	jurisdictional	separation	on	money	pool	activity.	The	decrease	was	partially offset	by	the	investment	of	$189.4	million	in	affiliate	securities	as	a	result	of	the	Act	55	storm	costs	financings	and	the	purchase	of	the	Calcasieu Generating	Facility	for	$56	million.	See	"Hurricane	Rita	and	Hurricane	Katrina"	below	for	a	discussion	of	the	Act	55	storm	cost	financing.	In March	2008,	Entergy	Gulf	States	Louisiana	purchased	Calcasieu,	a	322	MW,	simple-cycle,	gas-fired	power	plant,	from	a	subsidiary	of	Dynegy	Inc. The	facility	is	located	near	the	city	of	Sulphur	in	southwestern	Louisiana.	Entergy	Gulf	States	Louisiana	received	the	plant,	materials	and	supplies, SO 	emission	allowances,	and	related	real	estate	in	the	transaction.	The	FERC	and	the	LPSC	approved	the	acquisition. 2

Decreases	in	Entergy	Gulf	States	Louisiana's	receivable	from	the	money	pool	are	a	source	of	cash	flow,	and	Entergy	Gulf	States	Louisiana's receivable	from	the	money	pool	decreased	by	$43.9	million	for	the	year	ended	December	31,	2008	compared	to	increasing	by	$134.6	million	for the	year	ended	December	31,	2007.	The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to	reduce	Entergy's	subsidiaries	need for	external	short-term	borrowings.

Net	cash	used	in	investing	activities	increased	$395	million	in	2007	compared	to	2006	primarily	due	to	the	cash	allocated	to	Entergy	Texas	in	the jurisdictional	separation	transaction	and	due	to	the	effect	of	the	jurisdictional	separation	on	money	pool	activity.

Financing	activities	used	cash	of	$102.2	million	in	2008	compared	to	providing	cash	of	$168.4	million	in	2007	primarily	due	to	the	issuance	of $329.5	million	of	securitization	bonds	in	June	2007	by	a	subsidiary	of	Entergy	Texas,	partially	offset	by	the	redemption	of	all	outstanding	shares	of Entergy	Gulf	States,	Inc.'s	preferred	stock	in	December	2007.

Financing	activities	provided	cash	of	$168.4	million	in	2007	compared	to	using	cash	of	$220.6	million	in	2006	primarily	due	to	the	issuance	of $329.5	million	in	securitization	bonds	in	2007	and	a	decrease	of	$115.4	million	in	common	equity	distributions.	See	Note	5	to	the	financial statements	for	details	of	the	securitization	bond	issuance.

Entergy	Gulf	States	Louisiana's	capitalization	is	balanced	between	equity	and	debt,	as	shown	in	the	following	table.	The	calculation	below	does	not reduce	the	debt	by	the	debt	assumed	by	Entergy	Texas	($770	million	as	of	December	31,	2008,	and	$1.079	billion	as	of	December	31,	2007) because	Entergy	Gulf	States	Louisiana	remains	primarily	liable	on	the	debt.	The	reduction	in	the	debt	to	capital	ratio	in	2008	is	primarily	due	to	the repayment	in	2008	of	$309	million	of	assumed	debt	by	Entergy	Texas.

|  | December	31,<br>2008 | December	31,<br>2007 |
| :--- | :--- | :--- |
| Net\tdebt\tto\tnet\tcapital | 61.5% | 64.4% |
| Effect\tof\tsubtracting\tcash\tfrom\tdebt | 0.5% | 1.0% |
| Debt\tto\tcapital | 62.0% | 65.4% |

Net	debt	consists	of	debt	less	cash	and	cash	equivalents.	Debt	consists	of	notes	payable,	capital	lease	obligations,	preferred	membership	interests with	sinking	fund,	and	long-term	debt,	including	the	currently	maturing	portion.	Capital	consists	of	debt	and	members'	equity.	Net	capital	consists of	capital	less	cash	and	cash	equivalents.	Entergy	Gulf	States	Louisiana	uses	the	net	debt	to	net	capital	ratio	in	analyzing	its	financial	condition	and believes	it	provides	useful	information	to	its	investors	and	creditors	in	evaluating	Entergy	Gulf	States	Louisiana's	financial	condition.

Entergy	Gulf	States	Louisiana	requires	capital	resources	for:

debt	and	preferred	equity	maturities;

# distribution	and	interest	payments.

Following	 are	 the	 amounts	 of	 Entergy	 Gulf	 States	 Louisiana's	 planned	 construction	 and	 other	 capital investments,	 existing	 debt	 and lease obligations	(includes	estimated	interest	payments),	and	other	purchase	obligations:

|  | 2009 | 2010-2011 | 2012-2013 | after	2013 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Planned\tconstruction\tand |  |  |  |  |  |
| \t\tcapital\tinvestment\t(1) | $424 | $662 | N/A | N/A | $1,086 |
| Long-term\tdebt | $330 | $523 | $371 | $1,886 | $3,110 |
| Operating\tleases | $11 | $18 | $16 | $63 | $108 |
| Purchase\tobligations\t(2) | $79 | $118 | $51 | $90 | $338 |
| Nuclear\tfuel\tlease\tobligations\t(3) | $24 | $116 | N/A | N/A | $140 |

(2) Purchase	 obligations	 represent	 the	 minimum	 purchase	 obligation	 or	 cancellation	 charge	 for contractual	obligations	to	purchase	goods	or	services.	For	Entergy	Gulf	States	Louisiana,	it	primarily includes	unconditional	fuel	and	purchased	power	obligations.

(3) It	 is	 expected	 that	 additional	 financing	 under	 the	 leases	 will	 be	 arranged	 as	 needed	 to	 acquire additional	fuel,	to	pay	interest,	and	to	pay	maturing	debt.	If	such	additional	financing	cannot	be arranged,	however,	Entergy	Gulf	States	Louisiana	must	repurchase	sufficient	nuclear	fuel	to	allow the	lessor	to	meet	its	obligations.

In	addition	 to	 the	contractual	obligations	given	above,	Entergy	Gulf	States	Louisiana	expects	 to	spend	approximately	$39	million	related	 to Hurricane	Gustav	restoration	work	in	2009.	Also,	Entergy	Gulf	States	Louisiana	expects	to	contribute	$4.7	million	to	its	pension	plans	and	$7.5 million	to	other	postretirement	plans	in	2009.	Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and beyond,	may	affect	the	level	of	Entergy	Gulf	States	Louisiana's	pension	contributions	in	the	future.	Also	in	addition	to	the	contractual	obligations, Entergy	Gulf	States	Louisiana	has	$275.4	million	of	unrecognized	tax	benefits	and	interest	for	which	the	timing	of	payments	beyond	12	months cannot	be	reasonably	estimated	due	to	uncertainties	in	the	timing	of	effective	settlement	of	tax	positions.	See	Note	3	to	the	financial	statements	for additional	information	regarding	unrecognized	tax	benefits.

The	planned	capital	investment	estimate	for	Entergy	Gulf	States	Louisiana	reflects	capital	required	to	support	existing	business	and	customer growth.	Entergy's	Utility	supply	plan	 initiative	will	continue	 to	seek	 to	 transform	 its	generation	portfolio	with	new	or	repowered	generation resources.	Opportunities	resulting	from	the	supply	plan	initiative,	including	new	projects	or	the	exploration	of	alternative	financing	sources,	could result	in	increases	or	decreases	in	the	capital	expenditure	estimates	given	above.	The	estimated	capital	expenditures	are	subject	to	periodic	review and	modification	and	may	vary	based	on	the	ongoing	effects	of	regulatory	constraints,	environmental	compliance,	market	volatility,	economic trends,	 business	 restructuring,	 and	 the	 ability	 to	 access	 capital.	Management	 provides	 more	 information	 on	 long-term	 debt	 and	 preferred membership	interest	maturities	in	Notes	5	and	6	to	the	financial	statements.

As	an	indirect,	wholly-owned	subsidiary	of	Entergy	Corporation,	Entergy	Gulf	States	Louisiana	pays	distributions	from	its	earnings	at	a	percentage determined	 monthly.	Entergy	Gulf	States	Louisiana's	long-term	debt	indentures	contain	restrictions	on	the	payment	of	cash	dividends	or	other distributions	on	its	common	and	preferred	membership	interests.

In	April	2007,	Entergy	Louisiana	announced	that	it	intended	to	pursue	the	solid	fuel	repowering	of	a	538	MW	unit	at	its	Little	Gypsy	plant,	and Entergy	Gulf	States	Louisiana	filed	subsequently	with	the	LPSC	seeking	certification	to	participate	in	one-third	of	the	project.		Petroleum	coke	and coal	would	be	the	unit's	primary	fuel	sources.		In	July	2007,	Entergy	Louisiana	filed	with	the	LPSC	for	approval	of	the	repowering	project.	In addition	to	seeking	a	finding	that	the	project	is	in	the	public	interest,	the	filing	with	the	LPSC	asked	that	Entergy	Louisiana	be	allowed	to

recover	a	portion	of	the	project's	financing	costs	during	the	construction	period.	Hearings	were	held	in	October	2007,	and	the	LPSC	approved	the certification	of	the	project	in	November	2007	(the	Phase	I	order),	subject	to	several	conditions.	One	of	the	conditions	is	the	development	and approval	of	a	construction	monitoring	plan.	A	decision	regarding	whether	to	allow	Entergy	Louisiana	to	recover	a	portion	of	the	project's	financing costs	during	the	construction	period	was	deferred	to	Phase	II	of	the	proceedings.

The	preconstruction	and	operating	air	permits	for	the	Little	Gypsy	repowering	project	were	issued	by	the	Louisiana	Department	of	Environmental Quality	(LDEQ)	in	November	2007	under	then-effective	federal	and	state	air	regulations,	including	the	EPA's	Clean	Air	Mercury	Rule	that	had been	issued	in	2005	(CAMR	2005).	As	discussed	in	more	detail	in	Part	I,	Item	1,	"Environmental	Regulation,	Clean	Air	Act	and	Subsequent Amendments,	Hazardous	Air	Pollutants",	in	February	2008	the	U.S.	Court	of	Appeals	for	the	D.C.	Circuit	struck	down	CAMR	2005.	The	D.C. Circuit	decision	requires	utilities	that	have	not	yet	begun	construction	of	the	facility	in	question	to	undergo	before	beginning	construction	a	case-by- case	Maximum	Achievable	Control	Technology	(MACT)	analysis	for	construction	or	reconstruction	of	emission	units	pursuant	to	the	Clean	Air Act.	The	Little	Gypsy	project	as	currently	configured	is	expected	to	meet	MACT	standards.	Little	Gypsy	received	its	construction	permit	before	a formal	MACT	analysis	was	required,	however,	and	Entergy	Louisiana	sought	a	MACT	determination	from	the	LDEQ.	The	LDEQ	issued	the	new air	permit	in	February	2009.	Onsite	construction	of	the	project	was	scheduled	to	begin	in	July	2008,	but	obtaining	the	MACT	determination	caused a	 delay	 in	 the	 start	 of	 construction,	 which	 Entergy	 Louisiana	 now	 expects	 will	 not	 begin	 before	 mid-year	 2009.	Currently,	 the	 commercial

operation	date	of	the	project	is	not	expected	to	be	before	mid-year	2013.	Entergy	Louisiana	continues	to	make	its	quarterly	monitoring	plan	filings with	the	LPSC.	These	reports	are	intended	to	inform	the	LPSC	and	its	staff	of	the	construction	status	and	cost	of	the	project	as	well	as	the	ongoing economic	viability	of	the	project	compared	to	other	alternatives.

The	LPSC	had	approved	the	temporary	suspension	of	Phase	II	of	the	Little	Gypsy	proceedings	because	Entergy	Louisiana	needed	to	update	its estimated	project	cost	and	schedule	in	order	to	support	the	request	to	recover	cash	earnings	on	its	construction	work	in	progress	(CWIP)	costs.	On October	16,	2008,	Entergy	Louisiana,	together	with	Entergy	Gulf	States	Louisiana,	filed	an	application	to	resume	Phase	II	of	the	proceeding.	The Phase	II	filing	seeks	certification	for	Entergy	Gulf	States	Louisiana	to	participate	in	a	one-third	ownership	share	in	the	repowering	project.	In addition,	Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana	seek	recovery	of	approximately	79%	of	their	construction	financing	costs	through the	recovery	of	cash	earnings	on	CWIP	costs.	The	LPSC	previously	found	that	the	recovery	of	CWIP	for	a	large	baseload	project	may	be	in	the public	interest	as	cash	earnings	may	be	needed	to	protect	the	utility's	financial	integrity,	maintain	an	acceptable	credit	rating,	prevent	an	undue increase	in	the	utility's	cost	of	capital,	or	to	accomplish	phasing	in	of	the	cost	of	a	large	capital	project	for	the	benefit	of	customers.	In	Phase	II,	the LPSC	would	rule	on	Entergy	Gulf	States	Louisiana's	certification	request,	determine	the	appropriate	amount	of	CWIP	costs,	if	any,	to	be	recovered and	would	develop	the	allocation,	accounting	and	rate	recovery	mechanisms	for	such	recovery.	The	LPSC	also	would	determine	the	appropriate procedure	or	mechanism	for	synchronizing	base	rate	recovery	of	Little	Gypsy's	fixed	or	non-fuel	costs	with	its	commercial	in-service	date.	In addition,	the	LPSC	consolidated,	into	the	Little	Gypsy	Phase	II	proceeding,	the	issue	of	whether	Entergy	Louisiana	would	be	permitted	to	recover cash	earnings	on	its	CWIP	costs	for	the	Waterford	3	Steam	Generator	Replacement	Project	discussed	below.	After	a	status	conference	in	November 2008,	a	procedural	schedule	was	established	for	Phase	II	that	includes	a	hearing	on	April	28	and	29,	2009.	Entergy	Louisiana	and	Entergy	Gulf States	Louisiana	have	requested	that	the	case	be	decided	in	time	to	permit	the	recovery	of	cash	earnings	on	CWIP	beginning	in	July	2009.

Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana	currently	expect	that	the	project	would	cost	$1.76	billion	(including	AFUDC),	including $412	million	for	Entergy	Gulf	States	Louisiana	for	the	2009-2011	period.

Entergy	Gulf	States	Louisiana's	sources	to	meet	its	capital	requirements	include:

debt	or	preferred	membership	interest	issuances;	and

Entergy	Gulf	States	Louisiana	may	refinance	or	redeem	debt	and	preferred	equity/membership	interests	prior	to	maturity,	to	the	extent	market conditions	and	interest	and	dividend	rates	are	favorable.

All	debt	and	common	and	preferred	equity/membership	interest	issuances	by	Entergy	Gulf	States	Louisiana	require	prior	regulatory	approval. Preferred	equity/membership	interest	and	debt	issuances	are	also	subject	to	issuance	tests	set	forth	in	its	corporate	charter,	bond	indentures,	and other	agreements.	Entergy	Gulf	States	Louisiana	has	sufficient	capacity	under	these	tests	to	meet	its	foreseeable	capital	needs.	Entergy	Gulf	States, Inc.	filed	with	the	FERC	an	application,	on	behalf	of	Entergy	Gulf	States	Louisiana,	for	authority	to	issue	up	to	$200	million	of	short-term	debt,	up to	$500	million	of	tax-exempt	bonds	and	up	to	$750	million	of	other	long-term	securities,	including	common	and	preferred	membership	interests and	long-term	debt.	On	November	8,	2007	the	FERC	issued	orders	granting	the	requested	authority	for	a	two-year	period	ending	November	8, 2009.

Entergy	Gulf	States	Louisiana's	receivables	from	or	(payables	to)	the	money	pool	were	as	follows	as	of	December	31	for	each	of	the	following years:

| 2008 | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
|  | (In\tThousands) | (In\tThousands) |  |
| $11,589 | $55,509 | $75,048 | $64,011 |

See	Note	4	to	the	financial	statements	for	a	description	of	the	money	pool.

Entergy	Gulf	States	Louisiana	has	a	credit	facility	 in the	amount	of	$100	million	scheduled to	expire in	August	2012.	No	borrowings	were outstanding	under	the	credit	facility	as	of	December	31,	2008.

In	May	2008,	Entergy	Gulf	States	Louisiana	issued	$375	million	of	6.00%	Series	First	Mortgage	Bonds	due	May	2018.	The	proceeds	were	used	to pay	at	maturity	the	portion	of	the	$325	million	of	3.6%	Series	First	Mortgage	Bonds	due	June	2008	that	had	not	been	assumed	by	Entergy	Texas and	to	redeem,	prior	to	maturity,	$189.7	million	of	the	$350	million	Floating	Rate	series	of	First	Mortgage	bonds	due	December	2008,	and	for	other general	corporate	purposes.

The	portion	of	the	$325	million	of	3.6%	Series	First	Mortgage	Bonds	due	June	2008	that	had	been	assumed	by	Entergy	Texas	were	paid	at	maturity by	Entergy	Texas	in	June	2008,	and	that	bond	series	is	no	longer	outstanding.	The	portion	of	the	$350	million	Floating	Rate	series	of	First Mortgage	Bonds	due	December	2008	that	had	been	assumed	by	Entergy	Texas	were	paid	at	maturity	by	Entergy	Texas	in	December	2008,	and	that bond	series	is	no	longer	outstanding.

# Hurricane	Rita	and	Hurricane	Katrina

In	August	and	September	2005,	Hurricanes	Katrina	and	Rita	hit	Entergy	Gulf	States	Inc.'s	jurisdictions	in	Louisiana	and	Texas.	The	storms	resulted in	power	outages;	significant	damage	to	electric	distribution,	transmission,	and	generation	infrastructure;	and	the	temporary	loss	of	sales	and customers	due	to	mandatory	evacuations.	Entergy	Gulf	States	Louisiana	is	pursuing	a	range	of	initiatives	to	recover	storm	restoration	and	business continuity	costs	and	incremental	losses.	Initiatives	include	obtaining	reimbursement	of	certain	costs	covered	by	insurance	and	pursuing	recovery through	existing	or	new	rate	mechanisms	regulated	by	the	FERC	and	local	regulatory	bodies,	in	combination	with	securitization.

See	Note	8	to	the	financial	statements	for	a	discussion	of	Entergy's	conventional	property	insurance	program.	Entergy	has	received	a	total	of	$277 million	as	of	December	31,	2008	on	its	Hurricane	Katrina	and	Hurricane	Rita	insurance	claims,	including	the	settlements	of	its	Hurricane	Katrina claims	with	each	of	its	two	excess	insurers.	Of	the	$277	million	received,	$16	million	has	been	allocated	to	Entergy	Gulf	States	Louisiana.	Entergy currently	expects	to	receive	payment	for	any	remaining	insurance	recovery	related	to	Hurricane	Katrina	and	Hurricane	Rita	in	2009.

Entergy	Gulf	States	Louisiana	does	not	report	the	bonds	on	its	balance	sheet	because	the	bonds	are	the	obligation	of	the	LPFA,	and	there	is	no recourse	against	Entergy	Gulf	States	Louisiana	in	the	event	of	a	bond	default.

The	 rates	 that	 Entergy	 Gulf	 States	 Louisiana	 charges	 for	 its	 services	 significantly	 influence	 its	 financial	 position,	 results	 of	 operations,	 and liquidity.	Entergy	 Gulf	 States	 Louisiana	 is	 regulated	 and	 the	 rates	 charged	 to	 its	 customers	 are	 determined	 in	 regulatory	 proceedings.	A governmental	agency,	the	LPSC	is	primarily	responsible	for	approval	of	the	rates	charged	to	customers.

In	March	2005,	the	LPSC	approved	a	settlement	proposal	to	resolve	various	dockets	covering	a	range	of	issues	for	Entergy	Gulf	States	Louisiana and	Entergy	Louisiana.	The	settlement	includes	the	establishment	of	a	three-year	formula	rate	plan	for	Entergy	Gulf	States	Louisiana

that,	among	other	provisions,	establishes	an	ROE	mid-point	of	10.65%	for	the	initial	three-year	term	of	the	plan	and	permits	Entergy	Gulf	States Louisiana	to	recover	incremental	capacity	costs	outside	of	a	traditional	base	rate	proceeding.	Under	the	formula	rate	plan,	over-	and	under-earnings outside	an	allowed	range	of	9.9%	to	11.4%	will	be	allocated	60%	to	customers	and	40%	to	Entergy	Gulf	States	Louisiana.	Entergy	Gulf	States Louisiana	made	its	initial	formula	rate	plan	filing	in	June	2005,	and	the	formula	rate	plan's	initial	three-year	effective	period	was	extended	one year,	through	the	2007	test	year,	by	mutual	agreement	of	the	LPSC	and	Entergy	Gulf	States	Louisiana.	Entergy	Gulf	States	Louisiana	is	currently in	discussions	with	the	LPSC	staff	regarding	a	possible	additional	extension	of	the	FRP.

In	August	2008,	the	LPSC	issued	an	order	approving	an	uncontested	settlement	between	Entergy	Gulf	States	Louisiana	and	the	LPSC	Staff authorizing	Entergy	Gulf	States	Louisiana's	purchase	of	one-third	of	the	capacity	and	energy	from	the	789	MW	Ouachita	plant,	which	Entergy Arkansas	acquired	on	September	30,	2008.	Entergy	Gulf	States	Louisiana	will	purchase	one-third	of	the	plant's	capacity	and	output	from	Entergy Arkansas	under	a	life-of-unit	agreement.	The	LPSC's	approval	is	subject	to	certain	conditions,	including	a	study	to	determine	the	costs	and	benefits of	Entergy	Gulf	States	Louisiana	exercising	an	option	to	purchase	one-third	of	the	plant	(Unit	3)	from	Entergy	Arkansas.	Entergy	Gulf	States Louisiana	is	scheduled	to	report	the	results	of	that	study	by	March	30,	2009.

In	May	2007,	Entergy	Gulf	States	Louisiana	made	its	formula	rate	plan	filing	with	the	LPSC	for	the	2006	test	year.	The	filing	reflected	a	10.0% return	on	common	equity,	which	is	within	the	allowed	earnings	bandwidth,	and	an	anticipated	formula	rate	plan	decrease	of	$23	million	annually attributable	to	adjustments	outside	of	the	formula	rate	plan	sharing	mechanism	related	to	capacity	costs	and	the	anticipated	securitization	of	storm

costs	related	to	Hurricane	Katrina	and	Hurricane	Rita	and	the	securitization	of	a	storm	reserve.	In	September	2007,	Entergy	Gulf	States	Louisiana modified	the	formula	rate	plan	filing	to	reflect	a	10.07%	return	on	common	equity,	which	is	still	within	the	allowed	bandwidth.	The	modified filing	also	reflected	 implementation	of	a	$4.1	 million	 rate	 increase,	 subject	 to	 refund,	 attributable	 to	 recovery	 of	 additional	 LPSC-approved incremental	deferred	and	ongoing	capacity	costs.	The	rate	decrease	anticipated	in	the	original	filing	did	not	occur	because	of	the	additional	capacity costs	approved	by	the	LPSC,	and	because	securitization	of	storm	costs	associated	with	Hurricane	Katrina	and	Hurricane	Rita	and	the	establishment of	a	storm	reserve	had	not	yet	occurred.	In	October	2007,	Entergy	Gulf	States	Louisiana	implemented	a	$16.4	million	formula	rate	plan	decrease that	is	due	to	the	reclassification	of	certain	franchise	fees	from	base	rates	to	collection	via	a	line	item	on	customer	bills	pursuant	to	an	LPSC	order. The	LPSC	staff	issued	its	final	report	in	December	2007,	indicating	a	$1.6	million	decrease	in	formula	rate	plan	revenues	for	which	interim	rates were	already	in	effect.	In	addition,	the	LPSC	staff	recommended	that	the	LPSC	give	a	one-year	extension	of	Entergy	Gulf	States	Louisiana's formula	rate	plan	to	synchronize	with	the	final	year	of	Entergy	Louisiana's	formula	rate	plan,	or	alternatively,	to	extend	the	formula	rate	plan	for	a longer	period.	Entergy	Gulf	States	Louisiana	indicated	it	is	amenable	to	a	one-year	extension.	An	uncontested	stipulated	settlement	was	filed	in February	2008	that	will	leave	the	current	base	rates	in	place	and	extend	the	formula	rate	plan	for	one	year,	and	the	LPSC	approved	the	settlement in	March	2008.

In	May	2006,	Entergy	Gulf	States	Louisiana	made	its	formula	rate	plan	filing	with	the	LPSC	for	the	2005	test	year.	Entergy	Gulf	States	Louisiana modified	the	filing	in	August	2006	to	reflect	an	11.1%	return	on	common	equity	which	is	within	the	allowed	bandwidth.	The	modified

filing	includes	a	formula	rate	plan	increase	of	$17.2	million	annually	that	provides	for	1)	interim	recovery	of	$10.5	million	of	storm	costs	from Hurricane	Katrina	and	Hurricane	Rita	and	2)	recovery	of	$6.7	million	of	LPSC-approved	incremental	deferred	and	ongoing	capacity	costs.	The increase	was	implemented	with	the	first	billing	cycle	of	September	2006.	In	May	2007	the	LPSC	approved	a	settlement	between	Entergy	Gulf States	Louisiana	and	the	LPSC	staff,	affirming	the	rates	that	were	implemented	in	September	2006.

# Retail	Rates	-	Gas

See	"Independent	Coordinator	of	Transmission" in	Entergy	Corporation	and	Subsidiaries'	Management's	Discussion	and	Analysis	for	further discussion.

# Industrial	and	Commercial	Customers

Entergy	Gulf	States	Louisiana's	large	industrial	and	commercial	customers	continually	explore	ways	to	reduce	their	energy	costs.	In	particular, cogeneration	is	an	option	available	to	a	portion	of	Entergy	Gulf	States	Louisiana's	industrial	customer	base.	Entergy	Gulf	States	Louisiana	responds by	working	with	industrial	and	commercial	customers	and	negotiating	electric	service	contracts	to	provide	competitive	rates	that

match	specific	customer	needs	and	load	profiles.	Entergy	Gulf	States	Louisiana	actively	participates	in	economic	development,	customer	retention, and	reclamation	activities	to	increase	industrial	and	commercial	demand,	from	both	new	and	existing	customers.	Entergy	Gulf	States	Louisiana does	not	currently	expect	additional	significant	losses	to	cogeneration	because	of	the	current	economics	of	the	electricity	markets	and	Entergy	Gulf States	Louisiana's	marketing	efforts	in	retaining	industrial	customers.

Entergy	Gulf	States	Louisiana	owns	and	operates,	through	an	affiliate,	the	River	Bend	nuclear	power	plant.	Entergy	Gulf	States	Louisiana	is, therefore,	subject	to	the	risks	related	to	owning	and	operating	a	nuclear	plant.	These	include	risks	from	the	use,	storage,	handling	and	disposal	of high-level	and	low-level	radioactive	materials,	regulatory	requirement	changes,	including	changes	resulting	from	events	at	other	plants,	limitations on	the	amounts	and	types	of	insurance	commercially	available	for	losses	in	connection	with	nuclear	operations,	and	technological	and	financial uncertainties	related	to	decommissioning	nuclear	plants	at	the	end	of	their	licensed	lives,	including	the	sufficiency	of	funds	in	decommissioning trusts.	In	the	event	of	an	unanticipated	early	shutdown	of	River	Bend,	Entergy	Gulf	States	Louisiana	may	be	required	to	provide	additional	funds	or credit	support	to	satisfy	regulatory	requirements	for	decommissioning.

Entergy	Gulf	States	Louisiana's	facilities	and	operations	are	subject	to	regulation	by	various	governmental	authorities	having	jurisdiction	over	air quality,	water	quality,	control	of	toxic	substances	and	hazardous	and	solid	wastes,	and	other	environmental	matters.	Management	believes	that Entergy	Gulf	States	Louisiana	is	in	substantial	compliance	with	environmental	regulations	currently	applicable	to	its	facilities	and	operations. Because	environmental	regulations	are	subject	to	change,	future	compliance	costs	cannot	be	precisely	estimated.

The	preparation	of	Entergy	Gulf	States	Louisiana's	financial	statements	in	conformity	with	generally	accepted	accounting	principles	requires management	to	apply	appropriate	accounting	policies	and	to	make	estimates	and	judgments	that	can	have	a	significant	effect	on	reported	financial position,	results	of	operations,	and	cash	flows.	Management	has	identified	the	following	accounting	policies	and	estimates	as	critical	because	they are	based	on	assumptions	and	measurements	that	involve	a	high	degree	of	uncertainty,	and	the	potential	for	future	changes	in	the	assumptions	and measurements	that	could	produce	estimates	that	would	have	a	material	effect	on	the	presentation	of	Entergy	Gulf	States	Louisiana's	financial position	or	results	of	operations.

The	application	of	SFAS	71,	"Accounting	for	the	Effects	of	Certain	Types	of	Regulation,"	has	a	significant	and	pervasive	impact	on	accounting	and reporting	for	Entergy	Gulf	States	Louisiana.

Entergy	Gulf	States	Louisiana's	financial	statements	primarily	reflect	assets	and	costs	based	on	existing	cost-based	ratemaking	regulation	 in accordance	with	SFAS	71,	"Accounting	for	the	Effects	of	Certain	Types	of	Regulation."	 Under	traditional	ratemaking	practice,	Entergy	Gulf	States Louisiana	is	granted	a	geographic	franchise	to	sell	electricity.	In	return,	Entergy	Gulf	States	Louisiana	must	make	investments	and	incur	obligations to	serve	customers.	Prudently	incurred	costs	are	recovered	from	customers	along	with	a	return	on	investment.	Regulators	may	require	Entergy	Gulf States	Louisiana	to	defer	collecting	from	customers	some	operating	costs	until	a	future	date.	These	deferred	costs	are	recorded	as	regulatory	assets in	the	financial	statements.	In	order	to	continue	applying	SFAS	71	to	its	financial	statements,	Entergy	Gulf	States	Louisiana's	rates	must	be	set	on	a cost-of-service	basis	by	an	authorized	body	and	the	rates	must	be	charged	to	and	collected	from	customers.

If	the	generation	portion	of	a	utility	company	moves	toward	competition,	it	is	possible	that	generation	rates	will	no	longer	be	set	on	a	cost-of- service	 basis.	If	 that	 occurs,	 the	 generation	 portion	 of	 the	 business	 could	 be	 required	 to	 discontinue	 application	 of	 SFAS	 71.	The	 result	 of discontinuing	application	of	SFAS	71	would	be	the	removal	of	regulatory	assets	and	liabilities	from	the	balance	sheet,	and	could	include	the recording	of	asset	 impairments.	This	result	is	because	some	of	the	costs	or	commitments	incurred	under	a	regulated	pricing	system	might	be impaired	or	not	recovered	in	a	competitive	market.	These	costs	are	referred	to	as	stranded	costs.

As	discussed	in	Note	1	to	the	financial	statements,	Entergy	Gulf	States	Louisiana	records	an	estimate	of	the	revenues	earned	for	energy	delivered since	the	latest	customer	billing.	Each	month	the	estimated	unbilled	revenue	amounts	are	recorded	as	revenue	and	a	receivable,	and	the	prior month's	estimate	is	reversed.	The	difference	between	the	estimate	of	the	unbilled	receivable	at	the	beginning	of	the	period	and	the	end	of	the	period is	the	amount	of	unbilled	revenue	recognized	during	the	period.	The	estimate	recorded	is	primarily	based	upon	an	estimate	of	customer	usage during	the	unbilled	period	and	the	billed	price	to	customers	in	that	month.	Therefore,	revenue	recognized	may	be	affected	by	the	estimated	price and	usage	at	the	beginning	and	end	of	each	period,	in	addition	to	changes	in	certain	components	of	the	calculation.

Impact	on	Qualified

Actuarial	Assumption

Change	in Assumption Impact	on	2008 Qualified	Pension	Cost Projected Benefit	Obligation

| Discount	rate | (0.25%) | $1,083 | $11,090 |
| :--- | :--- | :--- | :--- |
| Rate\tof\treturn\ton\tplan\tassets | (0.25%) | $843 | - |
| Rate\tof\tincrease\tin\tcompensation | 0.25% | $503 | $2,545 |

|  | Change	in | Impact	on	2008 | Postretirement	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Postretirement\tBenefit\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $670 | $3,280 |
| Discount\trate | (0.25%) | $416 | $3,474 |

Total	qualified	pension	 income	for	Entergy	Gulf	States	Louisiana	 in	2008	was	$0.2	million.	Entergy	Gulf	States	Louisiana	anticipates	2009 qualified	pension	income	to	be	$1.2	million.	Entergy	Gulf	States	Louisiana	contributed	$34.3	million	to	its	pension	plans	in	2008	and	estimates 2009	pension	contributions	to	be	$4.7	million.	Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and beyond,	continues	to	evolve,	be	interpreted	through	technical	corrections	bills,	and	discussed	within	the	industry	and	congressional	lawmakers. Any	changes	to	Pension	Protection	Act	as	a	result	of	these	discussions	and	efforts	may	affect	the	level	of	Entergy's	pension	contributions	in	the future.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	Entergy	Gulf	States	Louisiana	in	2008	were	$15.6	million,	including	$3.5 million	in	savings	due	to	the	estimated	effect	of	future	Medicare	Part	D	subsidies.	Entergy	Gulf	States	Louisiana	expects	2009	postretirement	health care	and	life	insurance	benefit	costs	to	approximate	$14.7	million,	including	$3.3	million	in	savings	due	to	the	estimated	effect	of	future	Medicare Part	D	subsidies.	Entergy	Gulf	States	Louisiana	expects	to	contribute	$7.5	million	to	its	other	postretirement	plans	in	2009.

See	 "New	 Accounting	 Pronouncements" section	 of	 Entergy	 Corporation and	 Subsidiaries'	 Management's	 Discussion and	 Analysis for a discussion	of	new	accounting	pronouncements.

# To	the	Board	of	Directors	and	Members

We	have	audited	the	accompanying	balance	sheets	of	Entergy	Gulf	States	Louisiana,	L.L.C.	(the	"Company")	as	of	December	31,	2008	and	2007, and	the	related	statements	of	income;	of	members'	equity	and	comprehensive	income;	and	of	cash	flows	(pages	290	through	294	and	applicable items	in	pages	65	through	187)	for	each	of	the	three	years	in	the	period	ended	December	31,	2008.	These	financial	statements	are	the	responsibility of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	based	on	our	audits.

In	our	opinion,	such	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	Entergy	Gulf	States	Louisiana,	L.L.C.	as	of December	31,	2008	and	2007,	and	the	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31, 2008,	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.

As	discussed	in	Note	1	to	the	respective	financial	statements,	the	Company	completed	a	jurisdictional	separation	on	December	31,	2007.	As	part	of the	separation,	the	Company	contributed	certain	assets	and	liabilities	to	Entergy	Texas,	Inc.	and	Subsidiaries	and	reflected	the	distribution	in	the accompanying	balance	sheet	and	statement	of	members'	equity	as	of	December	31,	2007.

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  |  | (In\tThousands) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | $2,632,952 | $3,448,008 | $3,595,343 |
| Natural\tgas | 100,413 | 86,604 | 84,230 |
| TOTAL | 2,733,365 | 3,534,612 | 3,679,573 |
| OPERATING\tEXPENSES |  |  |  |
| Operation\tand\tMaintenance: |  |  |  |
| \t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\tgas\tpurchased\tfor\tresale | 474,314 | 867,081 | 1,110,987 |
| \t\tPurchased\tpower | 1,425,936 | 1,339,986 | 1,288,137 |
| \t\tNuclear\trefueling\toutage\texpenses | 25,705 | 12,212 | 16,653 |
| \t\tOther\toperation\tand\tmaintenance | 337,794 | 548,999 | 510,876 |
| Decommissioning | 12,533 | 11,728 | 10,815 |
| Taxes\tother\tthan\tincome\ttaxes | 77,438 | 132,489 | 136,734 |
| Depreciation\tand\tamortization | 136,606 | 208,648 | 206,736 |
| Other\tregulatory\tcharges\t(credits)\t-\tnet | (679) | 29,923 | 5,451 |
| TOTAL | 2,489,647 | 3,151,066 | 3,286,389 |
| OPERATING\tINCOME | 243,718 | 383,546 | 393,184 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 7,417 | 11,666 | 11,808 |
| Interest\tand\tdividend\tincome | 83,105 | 75,425 | 53,922 |
| Miscellaneous\t-\tnet | (5,516) | 1,724 | 2,933 |
| TOTAL | 85,006 | 88,815 | 68,663 |
| INTEREST\tAND\tOTHER\tCHARGES |  |  |  |
| Interest\ton\tlong-term\tdebt | 123,439 | 149,464 | 137,938 |
| Other\tinterest\t-\tnet | 7,758 | 13,945 | 11,842 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (4,437) | (7,528) | (6,988) |
| TOTAL | 126,760 | 155,881 | 142,792 |
| INCOME\tBEFORE\tINCOME\tTAXES | 201,964 | 316,480 | 319,055 |
| Income\ttaxes | 57,197 | 123,701 | 107,067 |
| NET\tINCOME | 144,767 | 192,779 | 211,988 |
| Preferred\tdistribution\trequirements\tand\tother | 825 | 3,968 | 3,966 |
| EARNINGS\tAPPLICABLE\tTO\nCOMMON\tEQUITY | $143,942 | $188,811 | $208,022 |

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  |  | (In\tThousands) |  |
| OPERATING\tACTIVITIES |  |  |  |
| Net\tincome | $144,767 | $192,779 | $211,988 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tflow\tprovided\tby\toperating\tactivities: |  |  |  |
| \t\tReserve\tfor\tregulatory\tadjustments | - | 363 | (9,157) |
| \t\tOther\tregulatory\tcharges\t(credits)\t-\tnet | (679) | 29,923 | 5,451 |
| \t\tDepreciation,\tamortization,\tand\tdecommissioning | 149,139 | 220,376 | 217,551 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | 47,846 | 98,734 | 123,354 |
| \t\tChanges\tin\tworking\tcapital: |  |  |  |
| \t\t\t\tReceivables | (8,661) | (261,538) | 154,778 |
| \t\t\t\tFuel\tinventory | (1,941) | (18,377) | (9,015) |
| \t\t\t\tAccounts\tpayable | (40,025) | 38,685 | (69,624) |
| \t\t\t\tTaxes\taccrued | 418 | (27,781) | 27,781 |
| \t\t\t\tInterest\taccrued | 714 | 22,963 | 145 |

| Deferred	fuel	costs | 97,620 | 35,363 | 264,153 |
| :--- | :--- | :--- | :--- |
| \t\t\t\tOther\tworking\tcapital\taccounts | (33,796) | 197,802 | 14,178 |
| \t\tProvision\tfor\testimated\tlosses\tand\treserves | 2,009 | (91,241) | (3,488) |
| \t\tChanges\tin\tother\tregulatory\tassets | 70,448 | 116,317 | (194,396) |
| \t\tChanges\tin\tpension\tand\tother\tpostretirement\tliabilities | 85,880 | (39,324) | 81,285 |
| \t\tOther | 48,686 | 45,696 | (32,881) |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | 562,425 | 560,740 | 782,103 |
| INVESTING\tACTIVITIES |  |  |  |
| Construction\texpenditures | (303,468) | (334,933) | (375,664) |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 7,417 | 11,666 | 11,808 |
| Insurance\tproceeds | - | 6,580 | - |
| Nuclear\tfuel\tpurchases | (55,001) | (72,493) | (40,738) |
| Proceeds\tfrom\tsale/leaseback\tof\tnuclear\tfuel | 44,554 | 54,362 | 37,647 |
| Payment\tfor\tpurchase\tof\tplant | (56,409) | - | - |
| Investment\tin\taffiliates | (189,560) | - | - |
| Payments\tto\tstorm\treserve\tescrow\taccount | (85,306) | - | - |
| Receipts\tfrom\tstorm\treserve\tescrow\taccount | 85,254 | - | - |
| Proceeds\tfrom\tnuclear\tdecommissioning\ttrust\tfund\tsales | 65,125 | 64,583 | 60,053 |
| Investment\tin\tnuclear\tdecommissioning\ttrust\tfunds | (79,369) | (78,720) | (73,450) |
| Collections\tremitted\tto\tTexas\ttransition\tcharge\taccount | - | (19,273) | - |
| Change\tin\tmoney\tpool\treceivable\t-\tnet | 43,920 | (134,636) | (11,037) |
| Changes\tin\tother\tinvestments\t-\tnet | 3,934 | (1,553) | (1,466) |
| Other\tregulatory\tinvestments | - | - | (13,622) |
| Cash\tallocated\tto\tEntergy\tTexas\tin\tjurisdictional\tseparation | - | (297,082) | - |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | (518,909) | (801,499) | (406,469) |
| FINANCING\tACTIVITIES |  |  |  |
| Proceeds\tfrom\tthe\tissuance\tof\tlong-term\tdebt | 369,493 | 323,464 | - |
| Retirement\tof\tlong-term\tdebt | (366,683) | (5,530) | - |
| Proceeds\tfrom\tissuance\tof\tpreferred\tmembership\tinterests | - | 9,993 | - |
| Redemption\tof\tpreferred\tstock | - | (57,827) | (3,450) |
| Dividends/distributions\tpaid: |  |  |  |
| \t\tCommon\tequity | (104,200) | (97,800) | (213,200) |
| \t\tPreferred\tmembership\tinterests | (859) | (3,886) | (3,976) |
| Net\tcash\tflow\tprovided\tby\t(used\tin)\tfinancing\tactivities | (102,249) | 168,414 | (220,626) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (58,733) | (72,345) | 155,008 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 108,036 | 180,381 | 25,373 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $49,303 | $108,036 | $180,381 |
| SUPPLEMENTAL\tDISCLOSURE\tOF\tCASH\tFLOW\tINFORMATION: |  |  |  |
| Cash\tpaid/(received)\tduring\tthe\tperiod\tfor: |  |  |  |
| \t\tInterest\t-\tnet\tof\tamount\tcapitalized | $127,152 | $131,280 | $140,204 |
| \t\tIncome\ttaxes | ($1,759) | ($5,938) | ($61,870) |
| Noncash\tfinancing\tactivities:\n\t\tRepayment\tby\tEntergy\tTexas\tof\tassumed\tlong-term\tdebt | $309,123 | $- | $- |

| Cash | $22,671 | $233 |
| :--- | :--- | :--- |
| \t\tTemporary\tcash\tinvestments\t-\tat\tcost, |  |  |
| \t\t\twhich\tapproximates\tmarket | 26,632 | 107,803 |
| \t\t\t\t\tTotal\tcash\tand\tcash\tequivalents | 49,303 | 108,036 |
| Accounts\treceivable: |  |  |
| \t\tCustomer | 69,264 | 62,408 |
| \t\tAllowance\tfor\tdoubtful\taccounts | (1,230) | (979) |
| \t\tAssociated\tcompanies | 179,217 | 218,891 |
| \t\tOther | 60,618 | 59,059 |
| \t\tAccrued\tunbilled\trevenues | 50,272 | 54,021 |
| \t\t\t\t\tTotal\taccounts\treceivable | 358,141 | 393,400 |
| Deferred\tfuel\tcosts | - | 5,644 |

| Accumulated	deferred	income	taxes | 50,039 | 21,938 |
| :--- | :--- | :--- |
| Fuel\tinventory\t-\tat\taverage\tcost | 33,751 | 31,810 |
| Materials\tand\tsupplies\t-\tat\taverage\tcost | 104,579 | 100,161 |
| Deferred\tnuclear\trefueling\toutage\tcosts | 17,135 | 5,155 |
| Debt\tassumption\tby\tEntergy\tTexas | 100,509 | 309,123 |
| Prepayments\tand\tother | 6,381 | 23,533 |
| TOTAL | 719,838 | 998,800 |
| OTHER\tPROPERTY\tAND\tINVESTMENTS |  |  |
| Investment\tin\taffiliate\tpreferred\tmembership\tinterests | 189,560 | - |
| Decommissioning\ttrust\tfunds | 303,178 | 366,062 |
| Non-utility\tproperty\t-\tat\tcost\t(less\taccumulated\tdepreciation) | 120,829 | 109,517 |
| Other | 13,245 | 17,350 |
| TOTAL | 626,812 | 492,929 |
| UTILITY\tPLANT |  |  |
| Electric | 6,402,668 | 6,132,362 |
| Natural\tgas | 106,125 | 98,484 |
| Construction\twork\tin\tprogress | 201,544 | 141,528 |
| Nuclear\tfuel\tunder\tcapital\tlease | 140,689 | 110,769 |
| Nuclear\tfuel | 11,177 | 11,256 |
| TOTAL\tUTILITY\tPLANT | 6,862,203 | 6,494,399 |
| Less\t-\taccumulated\tdepreciation\tand\tamortization | 3,560,458 | 3,433,131 |
| UTILITY\tPLANT\t-\tNET | 3,301,745 | 3,061,268 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tSFAS\t109\tregulatory\tasset\t-\tnet | 316,421 | 299,023 |
| \t\tOther\tregulatory\tassets | 287,912 | 335,897 |
| \t\tDeferred\tfuel\tcosts | 100,124 | 100,124 |
| Long-term\treceivables | 21,558 | 1,872 |
| Debt\tassumption\tby\tEntergy\tTexas | 669,462 | 769,971 |
| Other | 13,089 | 12,807 |
| TOTAL | 1,408,566 | 1,519,694 |
| TOTAL\tASSETS | $6,056,961 | $6,072,691 |

# BALANCE	SHEETS

# LIABILITIES	AND	MEMBERS'	EQUITY

| Currently	maturing	long-term	debt | $219,470 | $675,000 |
| :--- | :--- | :--- |
| Accounts\tpayable: |  |  |
| \t\tAssociated\tcompanies | 155,147 | 201,217 |
| \t\tOther | 162,319 | 111,579 |
| Customer\tdeposits | 40,484 | 38,061 |
| Taxes\taccrued | 418 | - |
| Interest\taccrued | 30,112 | 29,398 |
| Deferred\tfuel\tcosts | 91,976 | - |
| Obligations\tunder\tcapital\tleases | 24,368 | 28,795 |
| Pension\tand\tother\tpostretirement\tliabilities | 7,479 | 7,064 |
| Gas\thedge\tcontracts | 20,184 | 3,476 |
| System\tagreement\tcost\tequalization | 67,000 | 124,775 |
| Other | 9,220 | 5,576 |
| TOTAL | 828,177 | 1,224,941 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 1,308,449 | 1,219,568 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 91,634 | 95,745 |
| Obligations\tunder\tcapital\tleases | 116,321 | 81,974 |
| Other\tregulatory\tliabilities | 22,007 | 69,890 |
| Decommissioning\tand\tasset\tretirement\tcost\tliabilities | 222,909 | 204,828 |
| Accumulated\tprovisions | 13,896 | 11,887 |
| Pension\tand\tother\tpostretirement\tliabilities | 188,390 | 102,510 |
| Long-term\tdebt | 1,827,859 | 1,674,113 |
| Other | 105,176 | 87,468 |
| TOTAL | 3,896,641 | 3,547,983 |

| Preferred	membership	interests	without	sinking	fund | 10,000 | 10,000 |
| :--- | :--- | :--- |
| Members'\tequity | 1,352,408 | 1,312,701 |
| Accumulated\tother\tcomprehensive\tloss | (30,265) | (22,934) |
| TOTAL | 1,332,143 | 1,299,767 |
| TOTAL\tLIABILITIES\tAND\tMEMBERS'\tEQUITY | $6,056,961 | $6,072,691 |

# STATEMENTS	OF	MEMBERS'	EQUITY	AND	COMPREHENSIVE	INCOME

|  |  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2008 | 2008 | 2007 | 2007 | 2006 | 2006 |
|  |  |  | (In\tThousands) |  |  |  |
| MEMBERS'\tEQUITY |  |  |  |  |  |  |
| Members'\tEquity\t-\tBeginning\tof\tperiod | $1,312,701 | \t\t$2,225,465 | \t\t$2,225,465 | \t\t$2,230,643 | \t\t$2,230,643 |  |
| \t\tAdd: |  |  |  |  |  |  |
| \t\t\t\tNet\tIncome | 144,767 | \t $144,767 | 192,779 | \t$192,779 | 211,988 | $211,988 |
| \t\t\t\tOther | - |  | 479 |  | - |  |
| \t\t\t\t\t\tTotal | 144,767 |  | 193,258 |  | 211,988 |  |
| \t\tDeduct: |  |  |  |  |  |  |
| \t\t\t\tDividends/distributions\tdeclared: |  |  |  |  |  |  |
| \t\t\t\t\t\tCommon\tequity | 104,200 |  | 97,800 |  | 213,200 |  |
| \t\t\t\t\t\tPreferred\tmembership\tinterests | 825 | 825 | 3,968 | 3,968 | 3,966 | 3,966 |
| \t\t\t\tEntergy\tTexas,\tInc.\tpaid-in\tcapital | - |  | 631,994 |  | - |  |
| \t\t\t\tEntergy\tTexas,\tInc.\tshareholders'\tequity | - |  | 49,452 |  | - |  |
| \t\t\t\tEntergy\tTexas,\tInc.\tretained\tearnings | - |  | 322,808 |  | - |  |
| \t\t\t\tOther | 35 |  | - |  | - |  |
| \t\t\t\t\t\tTotal | 105,060 |  | 1,106,022 |  | 217,166 |  |
| Members'\tEquity\t-\tEnd\tof\tperiod | $1,352,408 | \t\t$1,312,701 | \t\t$1,312,701 | \t\t$2,225,465 | \t\t$2,225,465 |  |
| ACCUMULATED\tOTHER\tCOMPREHENSIVE |  |  |  |  |  |  |
| LOSS\t(Net\tof\tTaxes): |  |  |  |  |  |  |
| Balance\tat\tbeginning\tof\tperiod: |  |  |  |  |  |  |
| \t\tPension\tand\tother\tpostretirement\tliabilities | ($22,934) |  | ($19,914) |  | $\t- |  |
| \t\tOther\taccumulated\tcomprehensive\tloss\titems | - |  | - |  | (1,409) |  |
| \t\t\t\tTotal | ($22,934) |  | ($19,914) |  | ($1,409) |  |
| Minimum\tpension\tliability\t(net\tof\ttax\texpense\tof\t$0,\t$0\tand |  |  |  |  |  |  |
| $31) | - | - | - | - | 1,941 | 1,941 |
| Pension\tand\tother\tpostretirement\tliabilities\t(net\tof\ttax\texpense\t(benefit)\n\tof\t($3,068),\t$4,550\tand\t($24,944)) | (7,331) | (7,331) | (3,020) | (3,020) | (19,622) |  |
| Net\tunrealized\tinvestment\tlosses | - | - | - | - | (824) | (824) |
| Balance\tat\tend\tof\tperiod:\n\t\tPension\tand\tother\tpostretirement\tliabilities | (30,265) |  | (22,934) |  | (19,914) |  |
| \t\t\t\tTotal | ($30,265) |  | ($22,934) |  | ($19,914) |  |
| Comprehensive\tIncome | \t\t $136,611 | \t\t $136,611 | \t\t$185,791 | \t\t$185,791 |  | $209,139 |

|  | 2008 | 2007 | 2006 | 2005 | 2004 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues\t(2) | $2,733,365 | $3,534,612 | $3,679,573 | $3,367,171 | $2,882,384 |
| Net\tIncome\t(2) | $144,767 | $192,779 | $211,988 | $206,497 | $192,264 |
| Total\tassets\t(3) | $6,056,961 | $6,072,691 | $7,786,677 | $7,809,497 | $6,655,402 |

|  | 2008 | 2007 | 2006 | 2005 | 2004 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (Dollars\tIn\tMillions) | (Dollars\tIn\tMillions) |  |  |
| Electric\tOperating\tRevenues\t(2): |  |  |  |  |  |
| \t\tResidential | $554 | $1,042 | $1,122 | $960 | $881 |
| \t\tCommercial | 520 | 817 | 883 | 734 | 672 |
| \t\tIndustrial | 672 | 1,035 | 1,150 | 1,014 | 976 |
| \t\tGovernmental | 25 | 45 | 49 | 41 | 37 |
| \t\t\t\t\tTotal\tretail | 1,771 | 2,939 | 3,204 | 2,749 | 2,566 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\tAssociated\tcompanies | 643 | 233 | 145 | 186 | 52 |
| \t\t\t\tNon-associated\tcompanies | 181 | 196 | 199 | 188 | 160 |
| \t\tOther | 38 | 80 | 47 | 167 | 43 |
| \t\t\t\t\tTotal | $2,633 | $3,448 | $3,595 | $3,290 | $2,821 |
| Billed\tElectric\tEnergy\tSales\t(GWh)\t(2): |  |  |  |  |  |
| \t\tResidential | 4,888 | 10,215 | 10,110 | 10,024 | 9,803 |
| \t\tCommercial | 4,973 | 8,980 | 8,838 | 8,486 | 8,444 |
| \t\tIndustrial | 8,416 | 15,012 | 15,065 | 14,967 | 16,596 |
| \t\tGovernmental | 215 | 448 | 454 | 441 | 432 |
| \t\t\t\t\tTotal\tretail | 18,492 | 34,655 | 34,467 | 33,918 | 35,275 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\tAssociated\tcompanies | 6,490 | 2,488 | 3,259 | 3,213 | 1,528 |
| \t\t\t\tNon-associated\tcompanies | 2,524 | 2,900 | 2,896 | 2,804 | 3,172 |
| \t\t\t\t\tTotal | 27,506 | 40,043 | 40,622 | 39,935 | 39,975 |

(1)	Includes	long-term	debt	(excluding	currently	maturing	debt),	preferred	membership	interests	with	sinking	fund,	and noncurrent	capital	lease	obligations.

(2)	Entergy	Gulf	States	Louisiana's	income	statement	for	the	year	ended	December	31,	2008	reflects	the	effects	of	the separation	of	the	Texas	business.	Entergy	Gulf	States	Louisiana's	income	statements	for	the	years	ended	December	31, 2004,	2005,	2006,	and	2007	include	the	operations	of	Entergy	Texas.

(3)	Entergy	Gulf	States	Louisiana's	balance	sheets	as	of	December	31,	2008	and	2007	reflect	the	effects	of	the	separation of	the	Texas	business.	Entergy	Gulf	States	Louisiana's	balance	sheets	as	of	December	31,	2004,	2005,	and	2006	include the	operations	of	Entergy	Texas.

# ENTERGY	LOUISIANA,	LLC

In	September	2008,	Hurricane	Gustav	(and,	to	a	much	lesser	extent,	Hurricane	Ike)	caused	catastrophic	damage	to	Entergy	Louisiana's	service territory.	The	storms	resulted	in	widespread	power	outages,	significant	damage	to	distribution,	transmission,	and	generation	infrastructure,	and	the loss	of	sales	during	the	power	outages.	Total	restoration	costs	for	the	repair	and/or	replacement	of	Entergy	Louisiana's	electric	facilities	damaged by	Hurricane	Gustav	and	Hurricane	Ike	are	estimated	to	be	in	the	range	of	$390	million	to	$405	million.	Entergy	Louisiana	is	considering	all reasonable	avenues	to	recover	storm-related	costs,	including,	but	not	limited	to,	accessing	funded	storm	reserves;	federal	and	local	cost	recovery mechanisms,	including	requests	for	Community	Development	Block	Grant	funding;	securitization;	and	insurance,	to	the	extent	deductibles	are	met.

On	October	9,	2008,	Entergy	Louisiana	drew	all	of	its	$134	million	funded	storm	reserve.	On	October	15,	2008,	the	LPSC	approved	Entergy Louisiana's	request	to	defer	and	accrue	carrying	cost	on	unrecovered	storm	expenditures	during	the	period	the	company	seeks	regulatory	recovery. The	approval	was	without	prejudice	to	the	ultimate	resolution	of	the	total	amount	of	prudently	incurred	storm	cost	or	final	carrying	cost	rate. Entergy	Louisiana	expects	to	initiate	its	storm	cost	recovery	proceeding	in	the	spring	2009.	The	existing	securitization	legislation	in	Louisiana extends	to	Hurricane	Gustav	and	Hurricane	Ike.	Entergy	is	currently	evaluating	the	amount	of	the	losses	covered	by	insurance	for	Entergy	and	each of	the	affected	Utility	operating	companies.	Because	most	of	the	Hurricane	Gustav	damage	was	to	distribution	and	transmission	facilities	that	are generally	not	covered	by	property	insurance,	Entergy	does	not	expect	to	meet	its	deductibles	for	that	storm.	Almost	all	of	Entergy	Louisiana's damage	was	caused	by	Hurricane	Gustav.

Entergy	Louisiana	has	recorded	the	estimated	costs	incurred,	including	payments	already	made,	that	were	necessary	to	return	customers	to	service. Entergy	Louisiana	has	recorded	approximately	$236	million	against	its	storm	cost	provision	or	as	regulatory	assets	and	approximately	$153	million in	construction	expenditures.	Entergy	Louisiana	recorded	the	regulatory	assets	in	accordance	with	its	accounting	policies	and	based	on	the	historic treatment	of	such	costs	in	its	service	territory,	because	management	believes	that	recovery	through	some	form	of	regulatory	mechanism	is	probable. Because	Entergy	Louisiana	has	not	gone	through	the	regulatory	process	regarding	these	storm	costs,	however,	there	is	an	element	of	risk,	and Entergy	Louisiana	is	unable	to	predict	with	certainty	the	degree	of	success	it	may	have	in	its	recovery	initiatives,	the	amount	of	restoration	costs that	it	may	ultimately	recover,	or	the	timing	of	such	recovery.

Net	income	increased	$14.2	million	primarily	due	to	lower	other	operation	and	maintenance	expenses,	higher	other	income,	and	a	lower	effective income	tax	rate,	offset	by	lower	net	revenue	and	higher	depreciation	and	amortization	expenses.

Net	income	increased	$5.7	million	primarily	due	to	higher	net	revenue	and	lower	depreciation	and	amortization	expenses,	partially	offset	by	higher other	operation	and	maintenance	expenses	and	lower	other	income.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2007\tnet\trevenue | $991.1 |
| Retail\telectric\tprice | (17.1) |
| Purchased\tpower\tcapacity | (12.0) |
| Net\twholesale\trevenue | (7.4) |
| Other | 4.6 |
| 2008\tnet\trevenue | $959.2 |

The	retail	electric	price	variance	is	primarily	due	to	the	cessation	of	the	interim	storm	recovery	through	the	formula	rate	plan	upon	the	Act	55 financing	of	storm	costs	and	a	credit	passed	on	to	customers	as	a	result	of	the	Act	55	storm	cost	financing,	partially	offset	by	increases	in	the formula	rate	plan	effective	October	2007.	Refer	to	"Hurricane	Rita	and	Hurricane	Katrina"	and	"State	and	Local	Rate	Regulation"	below	for	a discussion	of	the	interim	recovery	of	storm	costs,	the	Act	55	storm	cost	financing,	and	the	formula	rate	plan	filing.

The	purchased	power	capacity	variance	is	due	to	the	amortization	of	deferred	capacity	costs	effective	September	2007	as	a	result	of	the	formula rate	plan	filing	in	May	2007.	Purchased	power	capacity	costs	are	offset	in	base	revenues	due	to	a	base	rate	increase	implemented	to	recover incremental	deferred	and	ongoing	purchased	power	capacity	charges.	See	"State	and	Local	Rate	Regulation"	below	for	a	discussion	of	the formula	rate	plan	filing.

The	net	wholesale	revenue	variance	is	primarily	due	to	provisions	recorded	for	potential	rate	refunds	related	to	the	treatment	of	interruptible	load	in pricing	Entergy	System	affiliate	sales.

Gross	operating	revenues	increased	primarily	due	to	an	increase	of	$364.7	million	in	fuel	cost	recovery	revenues	due	to	higher	fuel	rates	offset	by decreased	 usage.	The	 increase	 was	 partially	 offset	 by	 a	 decrease	 of	 $56.8	 million	 in	 gross	 wholesale	 revenue	 due	 to	 a	 decrease	 in	 System Agreement	rough	production	cost	equalization	credits.

Fuel	and	purchased	power	expenses	increased	primarily	due	to	increases	in	the	average	market	prices	of	natural	gas	and	purchased	power,	partially offset	by	a	decrease	in	the	recovery	from	customers	of	deferred	fuel	costs.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2006\tnet\trevenue | $942.1 |
| Base\trevenues | 78.4 |
| Volume/weather | 37.5 |
| Transmission\trevenue | 9.2 |
| Purchased\tpower\tcapacity | (80.0) |
| Other | 3.9 |
| 2007\tnet\trevenue | $991.1 |

The	base	revenues	variance	is	primarily	due	to	increases	effective	September	2006	for	the	2005	formula	rate	plan	filing	to	recover	LPSC-approved incremental	deferred	and	ongoing	capacity	costs.	See	"State	and	Local	Rate	Regulation"	below	and	Note	2	to	the	financial	statements	for	a discussion	of	the	formula	rate	plan	filing.

The	volume/weather	variance	 is	due	 to	 increased	electricity	usage,	 including	electricity	sales	during	 the	unbilled	service	period.	Billed	retail electricity	usage	increased	a	total	of	666	GWh	in	all	sectors	compared	to	2006.	See	"Critical	Accounting	Estimates"	below	and	Note	1	to	the financial	statements	for	further	discussion	of	the	accounting	for	unbilled	revenues.

The	transmission	revenue	variance	is	primarily	due	to	higher	rates.

The	purchased	power	capacity	variance	is	primarily	due	to	higher	purchased	power	capacity	charges	and	the	amortization	of	capacity	charges

effective	September	2006	as	a	result	of	the	formula	rate	plan	filing	in	May	2006.	A	portion	of	the	purchased	power	capacity	costs	is	offset	in	base revenues	due	to	a	base	rate	increase	implemented	to	recover	incremental	deferred	and	ongoing	purchased	power	capacity	charges,	as	mentioned above.	See	"State	and	Local	Rate	Regulation"	below	and	Note	2	to	the	financial	statements	for	a	discussion	of	the	formula	rate	plan	filing.

# Gross	operating	revenues,	fuel,	purchased	power	expenses,	and	other	regulatory	charges	(credits)

an	increase	of	$143.1	million	in	fuel	cost	recovery	revenues	due	to	higher	fuel	rates	and	usage;

an	increase	of	$78.4	million	in	base	revenues,	as	discussed	above;	and

an	increase	of	$37.5	million	related	to	volume/weather,	as	discussed	above.

Fuel	and	purchased	power	expenses	increased	primarily	due	to	an	increase	in	net	area	demand	and	an	increase	in	deferred	fuel	expense	as	a	result of	higher	fuel	rates,	as	discussed	above.

Other	regulatory	credits	decreased	primarily	due	to	the	deferral	of	capacity	charges	in	2006	in	addition	to	the	amortization	of	these	capacity	charges in	2007	as	a	result	of	the	May	2006	formula	rate	plan	filing	(for	the	2005	test	year)	with	the	LPSC	to	recover	such	costs	through	base	rates	effective September	2006.	See	Note	2	to	the	financial	statements	for	a	discussion	of	the	formula	rate	plan	and	storm	cost	recovery	filings	with	the	LPSC.

Other	operation	and	maintenance	expenses	decreased	primarily	due	to:

a	decrease	of	$9.3	million	in	nuclear	spending	due	to	a	prior	year	non-refueling	outage;

a	decrease	of	$8.6	million	in	payroll-related	costs;

a	decrease	of	$8.1	million	in	loss	reserves	for	storm	damage	in	2008	because	of	completion	of	the	Act	55	storm	cost	financing;	and a	decrease	of	$5.7	million	in	customer	service	costs	primarily	as	a	result	of	write-offs	in	2007	of	uncollectible	customer	accounts.

The	decrease	was	partially	offset	by	an	increase	of	$4.5	million	in	transmission	spending	due	to	additional	costs	related	to	compliance,	substation maintenance,	and	line	and	vegetation	maintenance	and	an	increase	of	$4.3	million	in	fossil	expenses	due	to	a	fossil	plant	maintenance	outage	in 2008.

a	revision	in	the	third	quarter	2007	related	to	depreciation	on	storm	cost-related	assets.	Recovery	of	the	cost	of	those	assets	will	now	be through	the	Act	55	financing	of	storm	costs	as	approved	by	the	LPSC	in	the	third	quarter	2007.	See	"Hurricane	Rita	and	Hurricane	Katrina" below	for	a	discussion	of	the	Act	55	storm	cost	financing;

a	revision	in	the	fourth	quarter	2008	of	estimated	depreciable	lives	involving	certain	intangible	assets	in	accordance	with	formula	rate	plan treatment;	and

Other	income	increased	primarily	due	to:

dividends	of	$29.5	million	earned	on	preferred	stock	purchased	from	Entergy	Holdings	Company	with	the	proceeds	received	from	the	Act	55 Storm	Cost	Financings;

interest	earned	on	the	deferred	fuel	balance;

carrying	charges	on	storm	restoration	costs	approved	by	the	LPSC;	and

an	increase	in	the	allowance	for	equity	funds	used	during	construction	due	to	more	construction	work	in	progress	in	2008.

See	"Hurricane	Rita	and	Hurricane	Katrina"	below	for	a	discussion	of	the	Act	55	storm	cost	financing.

an	increase	of	$8.7	million	in	nuclear	spending	due	to	a	non-refueling	outage	and	higher	NRC	fees;

an	increase	of	$6.8	million	due	to	higher	insurance	premiums	and	the	timing	of	premium	payments	in	2007	compared	to	2006;

an	increase	of	$6.8	million	in	customer	service	costs,	primarily	a	result	of	an	increase	in	the	write-offs	of	uncollectible	customer	accounts; an	increase	of	$3.8	million	in	distribution	labor,	contract	costs,	and	maintenance	due	to	the	return	to	normal	operations	work	in	2007	versus storm	restoration	activities	in	2006	as	a	result	of	the	hurricanes;

an	increase	of	$3.4	million	in	vegetation	maintenance	expenses	due	to	a	planned	decrease	in	vegetation	maintenance	in	2006;	and an	increase	of	$2.5	million	in	transmission	spending	due	to	costs	related	to	the	Independent	Coordinator	of	Transmission.

The	increase	was	partially	offset	by	a	decrease	of	$4.1	million	in	payroll,	payroll-related,	and	benefits	costs	and	a	environmental	liability	credit	of $2.0	million	for	resolution	of	a	pollution	loss	provision.

Depreciation	and	amortization	expenses	decreased	primarily	due	to	a	revision	in	the	third	quarter	2007	related	to	depreciation	previously	recorded on	storm-related	assets.	Recovery	of	the	cost	of	those	assets	will	now	be	through	the	securitization	of	storm	costs	approved	by	the	LPSC	in	the

third	quarter	2007.	The	securitization	approval	is	discussed	below	under	"Hurricane	Rita	and	Hurricane	Katrina."	The	decrease	was	partially offset	by	higher	depreciation	expense	as	a	result	of	an	increase	in	plant	in	service	and	a	revision	recorded	in	2006	of	estimated	depreciable	lives involving	certain	intangible	assets.

# Other	income	decreased	primarily	due	to:

an	LPSC	settlement	in	which	Entergy	Louisiana	agreed	to	credit	customers	$7.2	million	for	customer	contributions	to	the	Central	Interstate Low-Level	Radioactive	Waste	States	Compact	for	a	facility	in	Nebraska	that	was	never	completed;

a	decrease	in	the	allowance	for	equity	funds	used	during	construction	due	to	more	construction	work	in	progress	in	2006	as	a	result	of Hurricanes	Katrina	and	Rita;	and

a	decrease	of	$1.6	million	in	interest	earned	on	deferred	capacity	charges	as	a	result	of	the	recovery	of	deferred	capacity	charges.

The	effective	income	tax	rates	for	2008,	2007,	and	2006	were	31.0%,	36.8%,	and	36.3%,	respectively.	See	Note	3	to	the	financial	statements	for	a reconciliation	of	the	federal	statutory	rate	of	35.0%	to	the	effective	income	tax	rate.

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $300 | $2,743 | $105,285 |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | 1,082,592 | 353,217 | 413,017 |
| Investing\tactivities | (1,170,994) | (297,460) | (479,276) |
| Financing\tactivities | 227,020 | (58,200) | (36,283) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | 138,618 | (2,443) | (102,542) |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $138,918 | $300 | $2,743 |

Cash	flow	provided	by	operating	activities	increased	$729.4	million	in	2008	compared	to	2007	primarily	due	to	storm	cost	proceeds	of	$679	million received	from	the	LURC	as	a	result	of	the	Act	55	storm	cost	financings	and	income	tax	refunds	of	$12.7	million	in	2008	compared	to	income	tax payments	of	$119.1	million	 in	2007.	The	increase	was	partially	offset	by	a	lower	amount	of	fuel	costs	recovered	in	2008	than	in	2007.	See "Hurricane	Rita	and	Hurricane	Katrina"	below	for	a	discussion	of	the	storm	cost	financings.

Cash	flow	provided	by	operating	activities	decreased	$59.8	million	in	2007	compared	to	2006	primarily	due	to:

the	timing	of	collections	of	receivables	from	customers	and	payments	to	vendors,	including	the	catch-up	in	receivable	collections	in	2006	due to	delays	caused	by	the	hurricanes	in	2005;	and

an	increase	of	$74.2	million	in	income	tax	payments.

The	decrease	was	partially	offset	by	increased	recovery	of	deferred	fuel	costs	and	pension	contributions	of	$54	million	in	2006.

the	investment	of	$545	million	in	affiliate	securities	as	a	result	of	the	Act	55	storm	cost	financings.	See	"Hurricane	Rita	and	Hurricane Katrina"	below	for	a	discussion	of	the	storm	cost	financings;

increased	construction	expenditures	in	2008	due	to	Hurricane	Gustav	and	Hurricane	Ike,	the	Little	Gypsy	Unit	3	repowering	project,	and various	nuclear	projects;	and

Increases	in	Entergy	Louisiana's	receivable	from	the	money	pool	are	a	use	of	cash	flow,	and	Entergy	Louisiana's	receivable	from	the	money	pool increased	by	$61.2	million	in	2008.	The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to	reduce	Entergy's	subsidiaries	need	for external	short-term	borrowings.

Net	cash	flow	used	in	investing	activities	decreased	$181.8	million	in	2007	compared	to	2006	primarily	due	to:

higher	distribution	and	transmission	construction	expenditures	in	2006	due	to	Hurricanes	Katrina	and	Rita;

a	decrease	in	2006	due	to	capacity	costs	that	were	deferred	and	expected	to	be	recovered	over	a	period	greater	than	twelve	months;	and insurance	proceeds	received	in	2007	relating	to	Hurricanes	Katrina	and	Rita.

The	decrease	was	partially	offset	by	higher	spending	on	nuclear	projects	in	2007.

Entergy	Louisiana's	financings	activities	provided	$227.0	million	of	cash	in	2008	compared	to	using	$58.2	million	of	cash	in	2007	primarily	due	to the	issuance	of	$300	million	of	6.50%	Series	First	Mortgage	Bonds	in	August	2008	and	money	pool	activity,	partially	offset	by	the	repurchase, prior	to	maturity,	of	$60	million	of	Auction	Rate	governmental	bonds,	which	are	being	held	for	remarketing	at	a	later	date.

Net	cash	flow	used	in	financing	activities	increased	$21.9	million	in	2007	compared	to	2006	primarily	due	to	a	$50	million	equity	contribution	in 2006	from	its	parent,	Entergy	Louisiana	Holdings,	Inc.,	and	money	pool	activity.	The	increase	was	partially	offset	by	the	payment	of	$40	million on	a	credit	facility	in	2006	and	the	retirement	of	$25	million	of	long-term	debt	in	2006.

Decreases	in	Entergy	Louisiana's	payable	to	the	money	pool	are	a	use	of	cash	flow,	and	Entergy	Louisiana's	payable	to	the	money	pool	decreased $2.8	million	in	2008,	$51.3	million	in	2007,	and	$14.6	million	in	2006.	The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to reduce	Entergy's	subsidiaries'	need	for	external	short-term	borrowings.

Entergy	Louisiana's	capitalization	is	balanced	between	equity	and	debt,	as	shown	in	the	following	table.	The	increase	in	the	debt	to	capital	for Entergy	Louisiana	as	of	December	31,	2008	is	primarily	due	to	the	issuance	of	$300	million	6.50%	Series	First	Mortgage	Bonds	in	August	2008, partially	offset	by	the	repurchase,	prior	to	maturity,	of	$60	million	of	Auction	Rate	governmental	bonds.

|  | December	31,<br>2008 | December	31,<br>2007 |
| :--- | :--- | :--- |
| Net\tdebt\tto\tnet\tcapital | 43.6% | 43.4% |
| Effect\tof\tsubtracting\tcash\tfrom\tdebt | 2.5% | 0.0% |
| Debt\tto\tcapital | 46.1% | 43.4% |

Net	debt	consists	of	debt	less	cash	and	cash	equivalents.	Debt	consists	of	notes	payable,	capital	lease	obligations,	and	long-term	debt,	including	the currently	maturing	portion.	Capital	consists	of	debt	and	members'	equity.	Net	capital	consists	of	capital	less	cash	and	cash	equivalents.	Entergy Louisiana	uses	the	net	debt	to	net	capital	ratio	in	analyzing	its	financial	condition	and	believes	it	provides	useful	information	to	its	investors	and creditors	in	evaluating	Entergy	Louisiana's	financial	condition.

Entergy	Louisiana	requires	capital	resources	for:

Following	are	the	amounts	of	Entergy	Louisiana's	planned	construction	and	other	capital	investments,	existing	debt	and	lease	obligations	(includes estimated	interest	payments),	and	other	purchase	obligations:

|  | 2009 | 2010-2011 | 2012-2013 | After	2013 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Planned\tconstruction\tand |  |  |  |  |  |
| \t\tcapital\tinvestment\t(1) | $451 | $1,248 | N/A | N/A | $1,699 |
| Long-term\tdebt | $102 | $416 | $183 | $1,648 | $2,349 |
| Operating\tleases | $9 | $14 | $10 | $8 | $41 |
| Purchase\tobligations\t(2) | $658 | $1,263 | $882 | $3,402 | $6,205 |
| Nuclear\tfuel\tlease\tobligations\t(3) | $38 | $36 | N/A | N/A | $74 |

(2) Purchase	 obligations	 represent	 the	 minimum	 purchase	 obligation	 or	 cancellation	 charge	 for contractual	obligations	to	purchase	goods	or	services.	For	Entergy	Louisiana,	almost	all	of	the	total consists	of	unconditional	fuel	and	purchased	power	obligations,	including	its	obligations	under	the Vidalia	 purchased	 power	 agreement	 and	 the	 Unit	 Power	 Sales	 Agreement,	 both	 of	 which	 are discussed	in	Note	8	to	the	financial	statements.

(3) It	 is	 expected	 that	 additional	 financing	 under	 the	 lease	 will	 be	 arranged	 as	 needed	 to	 acquire additional	 fuel,	 to	 pay	 interest,	 and	 to	 pay	 maturing	 debt.	If	such	additional	financing	cannot	be arranged,	however,	Entergy	Louisiana	must	repurchase	sufficient	nuclear	fuel	to	allow	the	lessor	to meet	its	obligations.

In	addition	to	the	contractual	obligations	given	above,	Entergy	Louisiana	expects	to	spend	approximately	$19	million	related	to	Hurricane	Katrina and	Hurricane	Gustav	restoration	work	in	2009.	Also,	Entergy	Louisiana	expects	to	contribute	$11.1	million	to	its	pension	plans	and	$9.7	million	to its	other	postretirement	plans	in	2009.	Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008

plan	year	and	beyond,	may	affect	the	level	of	Entergy	Louisiana's	pension	contributions	in	the	future.	Entergy	Louisiana	anticipates	contributing $9.7	million	to	its	other	postretirement	plans	in	2009.	Also	in	addition	to	the	contractual	obligations,	Entergy	Louisiana	has	$298.7	million	of unrecognized	tax	benefits	and	interest	for	which	the	timing	of	payments	beyond	12	months	cannot	be	reasonably	estimated	due	to	uncertainties	in the	timing	of	effective	settlement	of	tax	positions.	See	Note	3	to	the	financial	statements	for	additional	information	regarding	unrecognized	tax benefits.

The	planned	capital	investment	estimate	for	Entergy	Louisiana	reflects	capital	required	to	support	existing	business	and	customer	growth,	including the	replacement	of	the	Waterford	3	steam	generators	and	the	repowering	of	the	Little	Gypsy	Unit	3,	each	of	which	are	discussed	below.

The	LPSC	had	approved	the	temporary	suspension	of	Phase	II	of	the	Little	Gypsy	proceedings	because	Entergy	Louisiana	needed	to	update	its estimated	project	cost	and	schedule	in	order	to	support	the	request	to	recover	cash	earnings	on	its	construction	work	in	progress	(CWIP)	costs.	On October	16,	2008,	Entergy	Louisiana,	together	with	Entergy	Gulf	States	Louisiana,	filed	an	application	to	resume	Phase	II	of	the	proceeding.	The Phase	II	filing	seeks	certification	for	Entergy	Gulf	States	Louisiana	to	participate	in	a	one-third	ownership	share	in	the	repowering	project.	In addition,	Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana	seek	recovery	of	approximately	79%	of	their	construction	financing	costs	through the	recovery	of	cash	earnings	on	CWIP	costs.	The	LPSC	previously	found	that	the	recovery	of	CWIP	for	a	large	baseload	project	may	be	in	the public	interest	as	cash	earnings	may	be	needed	to	protect	the	utility's	financial	integrity,	maintain	an

acceptable	credit	rating,	prevent	an	undue	increase	in	the	utility's	cost	of	capital,	or	to	accomplish	phasing	in	of	the	cost	of	a	large	capital	project	for the	benefit	of	customers.	In	Phase	II,	the	LPSC	would	rule	on	Entergy	Gulf	States	Louisiana's	certification	request,	determine	the	appropriate amount	of	CWIP	costs,	if	any,	to	be	recovered	and	would	develop	the	allocation,	accounting	and	rate	recovery	mechanisms	for	such	recovery.	The LPSC	also	would	determine	the	appropriate	procedure	or	mechanism	for	synchronizing	base	rate	recovery	of	Little	Gypsy's	fixed	or	non-fuel	costs with	its	commercial	in-service	date.	In	addition,	the	LPSC	consolidated,	into	the	Little	Gypsy	Phase	II	proceeding,	the	issue	of	whether	Entergy Louisiana	would	be	permitted	to	recover	cash	earnings	on	its	CWIP	costs	for	the	Waterford	3	Steam	Generator	Replacement	Project	discussed below.	After	a	status	conference	in	November	2008,	a	procedural	schedule	was	established	for	Phase	II	that	includes	a	hearing	on	April	28	and	29, 2009.	Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana	have	requested	that	the	case	be	decided	in	time	to	permit	the	recovery	of	cash	earnings on	CWIP	beginning	in	July	2009.

Entergy	Louisiana	and	Entergy	Gulf	States	Louisiana	currently	expect	that	the	project	would	cost	$1.76	billion	(including	AFUDC),	including $697	million	for	Entergy	Louisiana	for	the	2009-2011	period.

In	June	2008,	Entergy	Louisiana	filed	with	the	LPSC	for	approval	of	the	project,	including	full	cost	recovery.	The	petition	seeks	relief	in	two phases.	Phase	I	seeks	certification	within	120	days	that	the	public	convenience	and	necessity	would	be	served	by	undertaking	this	project.	Among

other	relief	requested,	Entergy	Louisiana	is	also	seeking	approval	for	a	procedure	to	synchronize	permanent	base	rate	recovery	when	the	project	is placed	in	service,	either	by	a	formula	rate	plan	or	base	rate	filing.	In	Phase	II,	Entergy	Louisiana	will	seek	cash	earnings	on	construction	work	in progress.

Following	discovery	and	 the	filing	of	 testimony	by	 the	LPSC	staff	and	an	 intervenor,	 the	parties	entered	 into	a	stipulated	settlement	of	 the proceeding.	The	LPSC	unanimously	approved	the	settlement	in	November	2008.	The	settlement	resolved	the	following	issues:	1)	the	accelerated degradation	of	 the	steam	generators	 is	not	 the	result	of	any	 imprudence	on	 the	part	of	Entergy	Louisiana;	2)	 the	decision	 to	undertake	 the replacement	project	at	the	current	estimated	cost	of	$511	million	is	in	the	public	interest,	is	prudent,	and	would	serve	the	public	convenience	and necessity;	3)	the	scope	of	the	replacement	project	is	in	the	public	interest;	4)	undertaking	the	replacement	project	at	the	target	installation	date during	the	2011	refueling	outage	is	in	the	public	interest;	and	5)	the	jurisdictional	costs	determined	to	be	prudent	in	a	future	prudence	review	are eligible	for	cost	recovery,	either	in	an	extention	or	renewal	of	the	formula	rate	plan	or	in	a	full	base	rate	case	including	necessary	proformas.	Upon completion	of	the	replacement	project,	the	LPSC	will	undertake	a	prudence	review	with	regard	to	the	following	aspects	of	the	replacement	project: 1)	project	management;	2)	cost	controls;	3)	success	in	achieving	stated	objectives;	4)	the	costs	of	the	replacement	project;	and	5)	the	outage	length and	replacement	power	costs.	The	settlement	also	provides	that	Phase	II	of	the	proceeding	will	be	consolidated	with	Phase	II	of	the	Little	Gypsy proceeding,	and	the	LPSC	has	consolidated	them.

Entergy's	Utility	supply	plan	initiative	will	continue	to	seek	to	transform	its	generation	portfolio	with	new	or	repowered	generation	resources. Opportunities	resulting	from	the	supply	plan	initiative,	including	new	projects	or	the	exploration	of	alternative	financing	sources,	could	result	in increases	or	decreases	in	the	capital	expenditure	estimates	given	above.	The	estimated	capital	expenditures	are	subject	to	periodic	review	and modification	and	may	vary	based	on	the	ongoing	effects	of	regulatory	constraints,	environmental	compliance,	market	volatility,	economic	trends, business	restructuring,	and	the	ability	to	access	capital.	Management	provides	more	information	on	long-term	debt	and	preferred	stock	maturities	in Notes	5	and	6	to	the	financial	statements.

Entergy	Louisiana's	sources	to	meet	its	capital	requirements	include:

bank	financing	under	new	and	existing	facilities.

Entergy	Louisiana	may	refinance	or	redeem	debt	and	preferred	membership	interests	prior	to	maturity,	to	the	extent	market	conditions	and	interest and	distribution	rates	are	favorable.

All	debt	and	common	and	preferred	membership	interest	issuances	by	Entergy	Louisiana	require	prior	regulatory	approval.	Preferred	membership interest	and	debt	 issuances	are	also	subject	 to	 issuance	 tests	set	forth	 in	corporate	charters,	bond	 indentures,	and	 other	 agreements.	Entergy Louisiana	has	sufficient	capacity	under	these	tests	to	meet	its	foreseeable	capital	needs.

Entergy	Louisiana's	receivables	from	or	(payables	to)	the	money	pool	were	as	follows	as	of	December	31	for	each	of	the	following	years:

Entergy	Louisiana	has	a	credit	facility	in	the	amount	of	$200	million	scheduled	to	expire	in	August	2012.	No	borrowings	were	outstanding	under the	credit	facility	as	of	December	31,	2008.

In	April	2008,	Entergy	Louisiana	repurchased,	prior	to	maturity,	$60	million	of	Auction	Rate	governmental	bonds,	which	are	being	held	for possible	remarketing	at	a	later	date.

In	August	2008,	Entergy	Louisiana	issued	$300	million	of	6.50%	Series	First	Mortgage	Bonds	due	September	2018.	The	net	proceeds	of	the issuance	will	be	used	for	capital	expenditures,	working	capital	needs,	and	general	corporate	purposes.	Prior	to	their	application,	the	remaining	net proceeds	may	be	invested	in	temporary	cash	investments	or	the	Entergy	System	money	pool.

In	August	and	September	2005,	Hurricane	Katrina	and	Hurricane	Rita,	along	with	extensive	flooding	that	resulted	from	levee	breaks	in	and	around Entergy	Louisiana's	service	 territory,	caused	catastrophic	damage.	The	storms	and	flooding	resulted	in	widespread	power	outages;	significant damage	to	distribution,	transmission,	and	generation	infrastructure;	and	the	temporary	loss	of	sales	and	customers	due	to	mandatory	evacuations and	destruction	of	homes	and	businesses	due	to	wind,	rain,	and	extended	periods	of	flooding.	Entergy	pursued	a	broad	range	of	initiatives	to recover	 storm	 restoration	 and	 business	 continuity	 costs	 and	 incremental	 losses.	Initiatives	 included	obtaining	 reimbursement	 of	 certain	 costs covered	by	insurance	and	pursuing	recovery	through	existing	or	new	rate	mechanisms	regulated	by	the	FERC	and	local	regulatory	bodies,	in combination	with	securitization.

See	Note	8	to	the	financial	statements	for	a	discussion	of	Entergy's	conventional	property	insurance	program.	Entergy	has	received	a	total	of	$277 million	as	of	December	31,	2008	on	its	Hurricane	Katrina	and	Hurricane	Rita	insurance	claims,	including	the	settlements	of	its	Hurricane	Katrina claims	with	each	of	its	two	excess	insurers.	Of	the	$277	million	received,	$40	million	has	been	allocated	to	Entergy	Louisiana.	Entergy	currently expects	to	receive	payment	for	any	remaining	insurance	recovery	related	to	Hurricane	Katrina	and	Hurricane	Rita	in	2009.

Entergy	Louisiana	does	not	report	the	bonds	on	its	balance	sheet	because	the	bonds	are	the	obligation	of	the	LPFA,	and	there	is	no	recourse	against Entergy	Louisiana	in	the	event	of	a	bond	default.

The	rates	that	Entergy	Louisiana	charges	for	its	services	significantly	influence	its	financial	position,	results	of	operations,	and	liquidity.	Entergy Louisiana	is	regulated	and	the	rates	charged	to	its	customers	are	determined	in	regulatory	proceedings.	A	governmental	agency,	the	LPSC,	is primarily	responsible	for	approval	of	the	rates	charged	to	customers.

In	May	2008,	Entergy	Louisiana	made	its	formula	rate	plan	filing	with	the	LPSC	for	the	2007	test	year,	seeking	an	$18.4	million	rate	increase, comprised	of	$12.6	million	of	recovery	of	incremental	and	deferred	capacity	costs	and	$5.8	million	based	on	a	cost	of	service	revenue	deficiency related	 to	continued	 lost	contribution	 to	fixed	costs	associated	with	 the	 loss	of	customers	due	 to	Hurricane	Katrina.	The	filing	 includes	 two alternative	versions	of	the	calculated	revenue	requirement,	one	that	reflects	Entergy	Louisiana's	full	request	for	recovery	of	the

loss	of	fixed	cost	contribution	and	the	other	that	reflects	the	anticipated	rate	implementation	in	September	2008,	subject	to	refund,	of	only	a	portion of	 the	 full	 request,	 with	 the	 remainder	 deferred,	 until	 the	 lost	 fixed	 cost	 contribution	 issue	 is	 resolved.	Under	 the	 first	 alternative,	 Entergy Louisiana's	earned	return	on	common	equity	was	9.44%,	whereas	under	the	other	alternative,	its	earned	return	on	common	equity	was	9.04%.	The LPSC	staff	and	 intervenors	 issued	 their	reports	on	Entergy	Louisiana's	filing	on	July	31,	2008	and,	with	minor	exceptions,	primarily	raised proposed	 disallowance	 issues	 that	 were	 previously	 raised	 with	 regard	 to	 Entergy	 Louisiana's	 May	 2007	 filing	 and	 remain	 at	 issue	 in	 that proceeding.	Entergy	Louisiana	disagrees	with	the	majority	of	the	proposed	adjustments.	In	August	2008,	Entergy	Louisiana	implemented	a	$43.9 million	 formula	 rate	 plan	 decrease	 to	 remove	 interim	 storm	 cost	 recovery	 and	 to	 reduce	 the	 storm	 damage	 accrual.	Entergy	 Louisiana	 then implemented	a	$16.9	million	formula	rate	plan	increase,	subject	to	refund,	effective	the	first	billing	cycle	in	September	2008,	comprised	of	$12.6 million	of	recovery	of	incremental	and	deferred	capacity	costs	and	$4.3	million	based	on	a	cost	of	service	deficiency.	A	procedural	schedule	has	not been	established	yet	for	further	consideration	of	the	issues	raised	regarding	the	formula	rate	plan	filing.

In	May	2006,	Entergy	Louisiana	made	its	formula	rate	plan	filing	with	the	LPSC	for	the	2005	test	year.	Entergy	Louisiana	modified	the	filing	in August	2006	to	reflect	a	9.45%	return	on	equity	which	is	within	the	allowed	bandwidth.	The	modified	filing	includes	an	increase	of	$24.2	million for	interim	recovery	of	storm	costs	from	Hurricanes	Katrina	and	Rita	and	a	$119.2	million	rate	increase	to	recover	LPSC-approved	incremental deferred	and	ongoing	capacity	costs.	The	filing	requested	recovery	of	approximately	$50	million	for	the	amortization	of	capacity	deferrals	over	a three-year	period,	including	carrying	charges,	and	approximately	$70	million	for	ongoing	capacity	costs.	The	increase	was	implemented,	subject	to

refund,	with	the	first	billing	cycle	of	September	2006.	Entergy	Louisiana	subsequently	updated	its	formula	rate	plan	rider	to	reflect	adjustments proposed	by	the	LPSC	Staff	with	which	it	agrees.	The	adjusted	return	on	equity	of	9.56%	remains	within	the	allowed	bandwidth.	Ongoing	and deferred	incremental	capacity	costs	were	reduced	to	$118.7	million.	The	updated	formula	rate	plan	rider	was	implemented,	subject	to	refund,	with the	first	billing	cycle	of	October	2006.	An	uncontested	stipulated	settlement	was	filed	in	February	2008	that	will	leave	the	current	base	rates	in place,	and	the	LPSC	approved	the	settlement	in	March	2008.	In	the	settlement	Entergy	Louisiana	agreed	to	credit	customers	$7.2	million,	plus	$0.7 million	of	interest,	for	customer	contributions	to	the	Central	Interstate	Low-Level	Radioactive	Waste	States	Compact	for	a	facility	in	Nebraska	that was	never	completed	and	agreed	to	a	one-time	$2.6	million	deduction	from	the	deferred	capacity	cost	balance.	The	credit,	for	which	Entergy Louisiana	had	previously	recorded	a	provision,	was	made	in	May	2008.

In	addition	to	rate	proceedings,	Entergy	Louisiana's	fuel	costs	recovered	from	customers	are	subject	to	regulatory	scrutiny.	This	regulatory	risk represents	Entergy	Louisiana's	largest	potential	exposure	to	price	changes	in	the	commodity	markets.

Entergy	 Louisiana's	 retail	 rate	 matters	 and	 proceedings, including	 fuel	 cost	 recovery-related issues,	 are	 discussed in	 Note	 2 to the	 financial statements.

In	April	2007	the	U.S.	Court	of	Appeals	for	the	D.C.	Circuit	issued	its	opinion	in	the	LPSC's	appeal	of	the	FERC's	March	2004	and	April	2005 orders	related	to	the	treatment	under	the	System	Agreement	of	the	Utility	operating	companies'	interruptible	loads.		In	its	opinion,	the	D.C.	Circuit concluded	 that	 the	 FERC	 (1)	 acted	 arbitrarily	 and	 capriciously	 by	 allowing	 the	 Utility	 operating	 companies	 to	 phase-in	 the	 effects	 of	 the elimination	of	the	interruptible	load	over	a	12-month	period	of	time;	(2)	failed	to	adequately	explain	why	refunds	could	not	be	ordered	under Section	206(c)	of	the	Federal	Power	Act;	and	(3)	exercised	appropriately	its	discretion	to	defer	addressing	the	cost	of	sulfur	dioxide	allowances until	a	later	time.		The	D.C.	Circuit	remanded	the	matter	to	the	FERC	for	a	more	considered	determination	on	the	issue	of	refunds.	The	FERC issued	its	order	on	remand	in	September	2007,	in	which	it	directs	Entergy	to	make	a	compliance	filing	removing	all	interruptible	load	from	the computation	of	peak	load	responsibility	commencing	April	1,	2004	and	to	issue	any	necessary	refunds	to	reflect	this	change.	In	addition,	the	order directs	the	Utility	operating	companies	to	make	refunds	for	the	period	May	1995	through	July	1996.	Entergy,	the	APSC,	the	MPSC,	and	the	City Council	requested	rehearing	of	the	FERC's	order	on	remand.	The	FERC	granted	the	Utility	operating	companies'	request	to	delay	the	payment	of refunds	for	the	period	May	1995	through	July	1996	until	30	days	following	a	FERC	order	on	rehearing.	The	FERC	issued	in	September	2008	an order	denying	rehearing.	The	refunds	were	made	by	the	Utility	operating	companies	that	owed	refunds	to	the	Utility	operating	companies	that	were due	a	refund	on	October	15,	2008.	The	APSC	and	the	Utility	operating	companies	appealed	the	FERC	decisions	to	the	D.C.	Circuit.	The	procedural schedule	calls	for	briefing	during	the	first	half	of	2009.	Because	of	its	refund	obligation	to	customers	as	a	result	of	this	proceeding	and	a	related LPSC	proceeding,	Entergy	Louisiana	recorded	provisions	during	2008	of	approximately	$16	million,	including	interest,	for	rate	refunds.

See	"Independent	Coordinator	of	Transmission"	in	Entergy	Corporation	and	Subsidiaries'	Management's	Discussion	and	Analysis	for	discussion.

See	"Interconnection	Orders"	in	Entergy	Corporation	and	Subsidiaries'	Management's	Discussion	and	Analysis	for	discussion.

In	November	2001,	the	LPSC	decided	not	to	move	forward	with	retail	open	access	for	any	customers	at	this	time.	The	LPSC	instead	directed	its staff	 to	hold	collaborative	group	meetings	concerning	open	access	from	 time	 to	 time,	and	 to	have	 the	LPSC	staff	monitor	developments	 in neighboring	states	and	to	report	to	the	LPSC	regarding	the	progress	of	retail	access	developments	in	those	states.	In	September	2004,	in	response	to a	study	performed	by	the	Louisiana	State	University	Center	for	Energy	Studies	that	evaluated	a	limited	industrial-only	retail	choice	program,	the LPSC	asked	the	LPSC	staff	to	solicit	comments	and	obtain	information	from	utilities,	customers,	and	other	interested	parties	concerning	the potential	costs	and	benefits	of	a	limited	choice	program,	the	impact	of	such	a	program	on	other	customers,	as	well	as	issues	such	as	stranded	costs and	transmission	service.		Comments	from	interested	parties	were	filed	with	the	LPSC	in	January	2005.	A	technical	conference	was	held	in	April 2005	and	in	May	2005	interested	parties	filed	reply	comments	to	arguments	made	at	the	technical	conference.	Entergy	stated	that	it	believes	that there	is	no	new	information	or	credible	evidence	that	would	justify	altering	the	LPSC's	previous	conclusion	that	retail	access	is	not	in	the	public interest.

Entergy	Louisiana's	large	industrial	and	commercial	customers	continually	explore	ways	to	reduce	their	energy	costs.	In	particular,	cogeneration	is an	option	available	 to	a	portion	of	Entergy	Louisiana's	 industrial	customer	base.	Entergy	Louisiana	responds	by	working	with	industrial	and commercial	customers	and	negotiating	electric	service	contracts	to	provide	competitive	rates	that	match	specific	customer	needs	and	load	profiles. Entergy	 Louisiana	 actively	 participates	 in	 economic	 development,	 customer	 retention,	 and	 reclamation	 activities	 to	 increase	 industrial	 and commercial	 demand,	 from	 both	 new	 and	 existing	 customers.	Entergy	 Louisiana	 does	 not	 currently	 expect	 additional	 significant	 losses	 to cogeneration	 because	 of	 the	 current	 economics	 of	 the	 electricity	 markets	 and	 Entergy	 Louisiana's	 marketing	 efforts	 in	 retaining	 industrial customers.

Entergy	Louisiana	owns	and	operates,	through	an	affiliate,	the	Waterford	3	nuclear	power	plant.	Entergy	Louisiana	is,	therefore,	subject	to	the	risks related	to	owning	and	operating	a	nuclear	plant.	These	include	risks	from	the	use,	storage,	handling	and	disposal	of	high-level	and	low-level radioactive	materials,	regulatory	requirement	changes,	including	changes	resulting	from	events	at	other	plants,	limitations	on	the	amounts	and types	of	insurance	commercially	available	for	losses	in	connection	with	nuclear	operations,	and	technological	and	financial	uncertainties	related	to decommissioning	nuclear	plants	at	the	end	of	their	licensed	lives,	including	the	sufficiency	of	funds	in	decommissioning	trusts.	In	the	event	of	an unanticipated	early	shutdown	of	Waterford	3,	Entergy	Louisiana	may	be	required	to	provide	additional	funds	or	credit	support	to	satisfy	regulatory requirements	for	decommissioning.

The	nuclear	industry	continues	to	address	susceptibility	to	stress	corrosion	cracking	of	certain	materials	associated	with	components	within	the reactor	coolant	system.		The	issue	is	applicable	to	Waterford	3	and	is	managed	in	accordance	with	standard	industry	practices	and	guidelines.		As discussed	above	in	more	detail,	Entergy	Louisiana	plans	to	replace	the	Waterford	3	steam	generators,	along	with	the	reactor	vessel	closure	head	and control	element	drive	mechanisms,	in	2011.

Entergy	Louisiana's	facilities	and	operations	are	subject	to	regulation	by	various	governmental	authorities	having	jurisdiction	over	air	quality,	water quality,	control	of	toxic	substances	and	hazardous	and	solid	wastes,	and	other	environmental	matters.	Management	believes	that	Entergy	Louisiana is	in	substantial	compliance	with	environmental	regulations	currently	applicable	to	its	facilities	and	operations.	Because	environmental	regulations are	subject	to	change,	future	compliance	costs	cannot	be	precisely	estimated.

The	preparation	of	Entergy	Louisiana's	financial	statements	in	conformity	with	generally	accepted	accounting	principles	requires	management	to apply	appropriate	accounting	policies	and	to	make	estimates	and	judgments	that	can	have	a	significant	effect	on	reported	financial	position,	results of	operations,	and	cash	flows.	Management	has	identified	the	following	accounting	policies	and	estimates	as	critical	because	they	are	based	on assumptions	and	measurements	that	involve	a	high	degree	of	uncertainty,	and	the	potential	for	future	changes	in	the	assumptions	and	measurements that	could	produce	estimates	that	would	have	a	material	effect	on	the	presentation	of	Entergy	Louisiana's	financial	position	or	results	of	operations.

As	discussed	in	Note	1	to	the	financial	statements,	Entergy	Louisiana	records	an	estimate	of	the	revenues	earned	for	energy	delivered	since	the latest	 customer	 billing.	Each	month	the	estimated	unbilled	revenue	amounts	are	recorded	as	revenue	and	a	receivable,	and	the	prior	month's estimate	is	reversed.	The	difference	between	the	estimate	of	the	unbilled	receivable	at	the	beginning	of	the	period	and	the	end	of	the	period	is	the amount	of	unbilled	revenue	recognized	during	the	period.	The	estimate	recorded	is	primarily	based	upon	an	estimate	of	customer	usage	during	the unbilled	period	and	the	billed	price	to	customers	in	that	month.	Therefore,	revenue	recognized	may	be	affected	by	the	estimated	price	and	usage	at the	beginning	and	end	of	each	period,	in	addition	to	changes	in	certain	components	of	the	calculation.

|  | Change	in | Impact	on	2008 | Qualified	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Qualified\tPension\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Discount\trate | (0.25%) | $1,234 | $13,154 |
| Rate\tof\treturn\ton\tplan\tassets | (0.25%) | $957 | - |
| Rate\tof\tincrease\tin\tcompensation | 0.25% | $593 | $2,898 |

|  | Change	in | Impact	on	2008 | Postretirement	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Postretirement\tBenefit\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $643 | $3,321 |
| Discount\trate | (0.25%) | $368 | $3,708 |

Total	qualified	pension	cost	for	Entergy	Louisiana	in	2008	was	$7	million.	Entergy	Louisiana	anticipates	2009	qualified	pension	cost	to	be	$6.2 million.	Entergy	Louisiana	contributed	$53	thousand	to	its	pension	plans	in	2008;	and	anticipates	funding	$11.1	million	in	2009.	Guidance	pursuant to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and	beyond,	continues	to	evolve,	be	interpreted	through	technical corrections	bills,	and	discussed	within	the	industry	and	congressional	lawmakers.	Any	changes	to	Pension	Protection	Act	as	a	result	of	these discussions	and	efforts	may	affect	the	level	of	Entergy's	pension	contributions	in	the	future.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	Entergy	Louisiana	in	2008	were	$16.7	million,	including	$2.8	million	in	savings due	to	the	estimated	effect	of	future	Medicare	Part	D	subsidies.	Entergy	Louisiana	expects	2009	postretirement	health	care	and	life	insurance benefit	costs	to	approximate	$16.8	million,	including	$2.8	million	in	savings	due	to	the	estimated	effect	of	future	Medicare	Part	D	subsidies. Entergy	Louisiana	expects	to	contribute	$9.7	million	to	its	other	postretirement	plans	in	2009.

We	have	audited	the	accompanying	balance	sheets	of	Entergy	Louisiana,	LLC	(the	"Company")	as	of	December	31,	2008	and	2007	and	the	related statements	of	income;	of	members'	equity	and	comprehensive	income;	and	of	cash	flows	(pages	313	through	318	and	applicable	items	in	pages	65 through	187)	for	each	of	the	three	years	in	the	period	ended	December	31,	2008.	These	financial	statements	are	the	responsibility	of	the	Company's management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	based	on	our	audits.

In	our	opinion,	such	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	Entergy	Louisiana,	LLC	as	of	December 31,	2008	and	2007,	and	the	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2008,	in conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  |  | (In\tThousands) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | $3,051,294 | $2,737,552 | $2,451,258 |
| OPERATING\tEXPENSES |  |  |  |
| Operation\tand\tMaintenance: |  |  |  |
| \t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\tgas\tpurchased\tfor\tresale | 1,048,502 | 887,749 | 710,746 |
| \t\tPurchased\tpower | 1,010,804 | 814,779 | 824,645 |
| \t\tNuclear\trefueling\toutage\texpenses | 19,638 | 17,664 | 15,337 |
| \t\tOther\toperation\tand\tmaintenance | 408,489 | 427,241 | 394,390 |
| Decommissioning | 19,907 | 18,530 | 17,245 |
| Taxes\tother\tthan\tincome\ttaxes | 63,184 | 60,293 | 61,168 |
| Depreciation\tand\tamortization | 197,909 | 178,841 | 186,021 |
| Other\tregulatory\tcharges\t(credits)\t-\tnet | 32,763 | 43,949 | (26,257) |

| TOTAL | 2,801,196 | 2,449,046 | 2,183,295 |
| :--- | :--- | :--- | :--- |
| OPERATING\tINCOME | 250,098 | 288,506 | 267,963 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 18,439 | 11,119 | 14,229 |
| Interest\tand\tdividend\tincome | 46,370 | 8,901 | 12,997 |
| Miscellaneous\t-\tnet | (3,703) | (3,497) | 2,725 |
| TOTAL | 61,106 | 16,523 | 29,951 |
| INTEREST\tAND\tOTHER\tCHARGES |  |  |  |
| Interest\ton\tlong-term\tdebt | 83,003 | 74,021 | 81,563 |
| Other\tinterest\t-\tnet | 11,307 | 11,708 | 10,653 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (11,297) | (7,531) | (10,258) |
| TOTAL | 83,013 | 78,198 | 81,958 |
| INCOME\tBEFORE\tINCOME\tTAXES | 228,191 | 226,831 | 215,956 |
| Income\ttaxes | 70,648 | 83,494 | 78,338 |
| NET\tINCOME | 157,543 | 143,337 | 137,618 |
| Preferred\tdistribution\trequirements\tand\tother | 6,950 | 6,950 | 6,950 |
| EARNINGS\tAPPLICABLE\tTO\nCOMMON\tEQUITY | $150,593 | $136,387 | $130,668 |

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  |  | (In\tThousands) |  |
| OPERATING\tACTIVITIES |  |  |  |
| Net\tincome | $157,543 | $143,337 | $137,618 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tflow\tprovided\tby\toperating\tactivities: |  |  |  |
| \t\tReserve\tfor\tregulatory\tadjustments | - | - | 7,635 |
| \t\tOther\tregulatory\tcharges\t(credits)\t-\tnet | 32,763 | 43,949 | (26,257) |
| \t\tDepreciation,\tamortization,\tand\tdecommissioning | 217,816 | 197,371 | 203,266 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | 123,219 | (26,634) | 38,290 |
| \t\tChanges\tin\tworking\tcapital: |  |  |  |
| \t\t\t\tReceivables | (111,579) | (65,082) | 140,690 |
| \t\t\t\tAccounts\tpayable | 9,344 | (74,923) | 50,499 |
| \t\t\t\tTaxes\taccrued | 17,937 | 1,519 | (23,997) |
| \t\t\t\tInterest\taccrued | 8,541 | (750) | 2,047 |
| \t\t\t\tDeferred\tfuel\tcosts | 42,779 | 95,094 | (92,423) |
| \t\t\t\tOther\tworking\tcapital\taccounts | 116,565 | 46,418 | 4,739 |
| \t\tProvision\tfor\testimated\tlosses\tand\treserves | 1,511 | (5,393) | 2,060 |
| \t\tChanges\tin\tother\tregulatory\tassets | 412,561 | (23,829) | 3,963 |
| \t\tChanges\tin\tpension\tand\tother\tpostretirement\tliabilities | 136,897 | (860) | 20,199 |
| \t\tOther | (83,305) | 23,000 | (55,312) |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | 1,082,592 | 353,217 | 413,017 |

UTILITY	PLANT

| Electric | 6,734,732 | 6,550,597 |
| :--- | :--- | :--- |
| Property\tunder\tcapital\tlease | 256,348 | 253,387 |
| Construction\twork\tin\tprogress | 602,070 | 276,974 |
| Nuclear\tfuel\tunder\tcapital\tlease | 74,197 | 44,532 |
| TOTAL\tUTILITY\tPLANT | 7,667,347 | 7,125,490 |
| Less\t-\taccumulated\tdepreciation\tand\tamortization | 3,245,701 | 3,095,473 |
| UTILITY\tPLANT\t-\tNET | 4,421,646 | 4,030,017 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tSFAS\t109\tregulatory\tasset\t-\tnet | 107,596 | 117,322 |
| \t\tOther\tregulatory\tassets | 515,053 | 832,449 |
| \t\tDeferred\tfuel\tcosts | 67,998 | 67,998 |
| Long-term\treceivables | 1,209 | 2,982 |
| Other | 20,218 | 23,539 |
| TOTAL | 712,074 | 1,044,290 |
| TOTAL\tASSETS | $6,685,168 | $5,723,121 |

| Associated	companies | $67,465 | $65,930 |
| :--- | :--- | :--- |
| \t\tOther | 254,055 | 148,651 |
| Customer\tdeposits | 78,401 | 79,013 |
| Taxes\taccrued | 25,693 | 7,756 |
| Interest\taccrued | 38,280 | 29,739 |
| Deferred\tfuel\tcosts | 91,563 | 48,784 |
| Obligations\tunder\tcapital\tleases | 38,362 | 42,714 |
| Pension\tand\tother\tpostretirement\tliabilities | 8,935 | 8,772 |
| System\tagreement\tcost\tequalization | 156,000 | 46,000 |
| Gas\thedge\tcontracts | 26,668 | 2,741 |
| Other | 33,841 | 16,220 |
| TOTAL | 819,263 | 496,320 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 1,940,065 | 1,803,430 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 82,848 | 86,045 |
| Obligations\tunder\tcapital\tleases | 35,843 | 1,818 |
| Other\tregulatory\tliabilities | 43,562 | 127,836 |
| Decommissioning | 276,839 | 257,066 |
| Accumulated\tprovisions | 19,916 | 18,405 |
| Pension\tand\tother\tpostretirement\tliabilities | 282,683 | 145,786 |
| Long-term\tdebt | 1,387,473 | 1,147,660 |
| Other | 88,838 | 85,214 |
| TOTAL | 4,158,067 | 3,673,260 |
| Commitments\tand\tContingencies |  |  |
| MEMBERS'\tEQUITY |  |  |
| Preferred\tmembership\tinterests\twithout\tsinking\tfund | 100,000 | 100,000 |
| Members'\tequity | 1,632,053 | 1,481,509 |
| Accumulated\tother\tcomprehensive\tloss | (24,215) | (27,968) |
| TOTAL | 1,707,838 | 1,553,541 |
| TOTAL\tLIABILITIES\tAND\tMEMBERS'\tEQUITY | $6,685,168 | $5,723,121 |

| Net	income | 157,543 | $157,543 | 143,337 | $143,337 | 137,618 | $137,618 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| \t\t\t\tAdditional\tequity\tfrom\tparent | - |  | 1,119 |  | 108,327 |  |
| \t\t\t\t\t\tTotal | 157,543 |  | 144,456 |  | 245,945 |  |
| \t\tDeduct: |  |  |  |  |  |  |
| \t\t\t\tDividends/distribution\tdeclared: |  |  |  |  |  |  |
| \t\t\t\t\t\tCommon\tequity |  |  |  |  |  |  |
| \t\t\t\t\t\tPreferred\tmembership\tinterests | 6,950 | 6,950 | 6,950 | 6,950 | 6,950 | 6,950 |
| \t\t\t\tOther | 49 |  | - |  | 164 |  |
| \t\t\t\t\t\t\t\tTotal | 6,999 |  | 6,950 |  | 7,114 |  |
| Members'\tEquity,\tDecember\t31 | $1,632,053 |  | $1,481,509 |  | $1,344,003 |  |
| ACCUMULATED\tOTHER\tCOMPREHENSIVE |  |  |  |  |  |  |
| INCOME\t(Net\tof\tTaxes): |  |  |  |  |  |  |
| Balance\tat\tbeginning\tof\tperiod: |  |  |  |  |  |  |
| \tAccumulated\tother\tcomprehensive\tincome | ($27,968) |  | ($25,695) |  | $\t- |  |
| Pension\tand\tother\tpostretirement\tliabilities\t(net\tof\ttax\texpense\t(benefit)\n\tof\t$2,835,\t($6,703),\tand\t($30,137)) | 3,753 | 3,753 | (2,273) | (2,273) | (25,695) | (25,695) |
| Balance\tat\tend\tof\tperiod: |  |  |  |  |  |  |
| \tPension\tand\tother\tpostretirement\tliabilities | ($24,215) |  | ($27,968) |  | ($25,695) |  |
| Comprehensive\tIncome |  | $154,346 |  | $134,114 |  | $104,973 |

(2)	2006	billed	electric	energy	sales	includes	96	GWh	of	billings	related	to	2005	deliveries	that	were	billed	in	2006 because	of	billing	delays	following	Hurricane	Katrina,	which	results	in	an	increase	of	402	GWh	in	2006,	or	1.5%	and	an increase	of	762	in	2007,	or	2.8%.

Net	 income	 decreased	 $12.4	 million	 primarily	 due	 to	 higher	 other	 operation	 and	 maintenance	 expenses, lower	 other income,	 and	 higher depreciation	and	amortization	expenses,	partially	offset	by	higher	net	revenue.

Net	income	increased	$19.8	million	primarily	due	to	higher	net	revenue,	lower	other	operation	and	maintenance	expenses,	higher	other	income,	and lower	interest	expense,	partially	offset	by	higher	depreciation	and	amortization	expenses.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2007\tnet\trevenue | $486.9 |
| Attala\tcosts | 9.9 |
| Rider\trevenue | 6.0 |
| Base\trevenue | 5.1 |
| Reserve\tequalization | (2.4) |
| Net\twholesale\trevenue | (4.0) |
| Other | \t(2.7) |
| 2008\tnet\trevenue | $498.8 |

The	Attala	costs	variance	is	primarily	due	to	an	increase	in	the	Attala	power	plant	costs	that	are	recovered	through	the	power	management	rider. The	net	income	effect	of	this	recovery	in	limited	to	a	portion	representing	an	allowed	return	on	equity	with	the	remainder	offset	by	Attala	power plant	costs	in	other	operation	and	maintenance	expenses,	depreciation	expenses,	and	taxes	other	than	income	taxes.	The	recovery	of	Attala	power plant	costs	is	discussed	further	in	"Liquidity	and	Capital	Resources	-	Uses	of	Capital"	below.

The	rider	revenue	variance	is	the	result	of	a	storm	damage	rider	that	became	effective	in	October	2007.	The	establishment	of	this	rider	results	in	an increase	in	rider	revenue	and	a	corresponding	increase	in	other	operation	and	maintenance	expense	for	the	storm	reserve	with	no	effect	on	net income.

The	base	revenue	variance	is	primarily	due	to	a	formula	rate	plan	increase	effective	July	2007.	The	formula	rate	plan	filing	is	discussed	further	in "State	and	Local	Rate	Regulation"	below.

The	reserve	equalization	variance	is	primarily	due	to	changes	in	the	Entergy	System	generation	mix	compared	to	the	same	period	in	2007.

The	net	wholesale	revenue	variance	is	primarily	due	to	lower	profit	on	joint	account	sales	and	reduced	capacity	revenue	from	the	Municipal Energy	Agency	of	Mississippi.

Gross	operating	revenues	increased	primarily	due	to	an	increase	of	$152.5	million	in	fuel	cost	recovery	revenues	due	to	higher	fuel	rates,	partially offset	by	a	decrease	of	$43	million	in	gross	wholesale	revenues	due	to	a	decrease	in	net	generation	and	purchases	in	excess	of	decreased	net	area demand	resulting	in	less	energy	available	for	resale	sales	coupled	with	a	decrease	in	system	agreement	remedy	receipts.

Fuel	and	purchased	power	expenses	increased	primarily	due	to	increases	in	the	average	market	prices	of	natural	gas	and	purchased	power,	partially offset	by	decreased	demand	and	decreased	recovery	from	customers	of	deferred	fuel	costs.

Other	regulatory	charges	increased	primarily	due	to	increased	recovery	through	the	Grand	Gulf	rider	of	Grand	Gulf	capacity	costs	due	to	higher rates	and	increased	recovery	of	costs	associated	with	the	power	management	recovery	rider.	There	is	no	material	effect	on	net	income	due	to quarterly	adjustments	to	the	power	management	recovery	rider.

Net	revenue	consists	of	operating	revenues	net	of:	1)	fuel,	fuel-related	expenses,	and	gas	purchased	for	resale,	2)	purchased	power	expenses,	and	3)

other	regulatory	charges	(credits).	Following	is	an	analysis	of	the	change	in	net	revenue	comparing	2007	to	2006.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2006\tnet\trevenue | $466.1 |
| Base\trevenue | 7.9 |
| Volume/weather | 4.5 |
| Transmission\trevenue | 4.1 |
| Transmission\tequalization | 4.0 |
| Reserve\tequalization | 3.8 |
| Attala\tcosts | (10.2) |
| Other | 6.7 |
| 2007\tnet\trevenue | $486.9 |

The	volume/weather	variance	is	primarily	due	to	increased	electricity	usage	primarily	in	the	residential	and	commercial	sectors,	including	the	effect of	more	favorable	weather	on	billed	electric	sales	in	2007	compared	to	2006.	Billed	electricity	usage	increased	214	GWh.	The	increase	in	usage	was partially	offset	by	decreased	usage	in	the	industrial	sector.

The	 transmission	 equalization	 variance is	 primarily	 due to	 a revision	 made in	 2006	 of transmission	 equalization receipts	 among	 Entergy companies.

The	reserve	equalization	variance	is	primarily	due	to	a	revision	in	2006	of	reserve	equalization	payments	among	Entergy	companies	due	to	a	FERC ruling	regarding	the	inclusion	of	interruptible	loads	in	reserve	equalization	calculations	and	lower	reserve	equalization	expenses	related	to	changes in	the	Entergy	System	generation	mix	compared	to	the	same	period	in	2006.

The	Attala	costs	variance	is	primarily	due	to	a	decline	in	the	Attala	costs	that	are	recovered	through	the	power	management	rider.	The	net	income effect	of	this	cost	deferral	is	partially	offset	by	Attala	costs	in	other	operation	and	maintenance	expenses,	depreciation	expense,	and	taxes	other	than income	taxes.	The	recovery	of	Attala	costs	is	discussed	further	in	"Liquidity	and	Capital	Resources	-	Uses	of	Capital"	below.

Gross	operating	revenues	decreased	primarily	due	to	a	decrease	of	$255.1	million	in	fuel	cost	recovery	revenues	due	to	lower	fuel	rates,	partially offset	by	higher	power	management	rider	revenue	of	$70.8	million	and	an	increase	of	$91.3	million	in	gross	wholesale	revenue	as	a	result	of increased	sales	to	affiliated	systems.

Fuel	and	purchased	power	expenses	decreased	primarily	due	to	decreased	recovery	of	deferred	fuel	costs	from	customers	and	an	increase	in demand,	partially	offset	by	an	increase	in	the	market	price	of	natural	gas.

Other	regulatory	charges	increased	primarily	due	to	the	refunding	in	2006,	through	the	power	management	recovery	rider,	of	gains	recorded	on	gas hedging	contracts,	in	addition	to	higher	Attala	costs	recovered	through	the	power	management	recovery	rider.	There	is	no	material	effect	on	net income	due	to	quarterly	adjustments	to	the	power	management	recovery	rider.

an	increase	of	$8.6	million	in	loss	reserves	in	2008	compared	to	2007,	including	the	effect	of	the	storm	damage	rider	implemented	in	October 2007;

an	increase	of	$3.5	million	in	fossil	plant	expenses	due	to	increased	outages,	higher	plant	maintenance	costs,	and	environmental	costs; an	increase	of	$2.8	million	in	distribution	expenses	due	primarily	to	the	timing	of	contract	work	and	lower	reimbursements;	and

an	increase	of	$1.4	million	in	legal	spending	due	to	increased	regulatory	activity.

The	increase	was	partially	offset	by	a	decrease	of	$5.9	million	in	payroll,	payroll-related,	and	benefit	costs.

Other	income	decreased	primarily	due	to	decreased	interest	earned	on	money	pool	investments	and	the	gain	recorded	in	2007	on	the	sale	of	non- utility	property.

a	decrease	of	$6.2	million	in	loss	reserves	for	storm	damage	in	2007;

a	decrease	of	$4.0	million	due	to	the	reclassification	in	2006	of	storm	charges	from	a	regulatory	asset	in	accordance	with	a	Joint	Stipulation with	the	MPSC;	and

a	decrease	of	$2.9	million	in	customer	service	costs,	including	a	decrease	in	customer	write-offs.

The	decrease	was	partially	offset	by	the	following:

an	increase	of	$3.4	million	in	insurance	costs	as	a	result	of	amending	coverage	in	mid-2006,	higher	premiums,	and	timing	differences	in premium	payments	in	2007	compared	to	2006;

an	increase	of	$3.3	million	in	transmission	spending,	including	additional	costs	related	to	the	Independent	Coordinator	of	Transmission	and additional	costs	related	to	substation	maintenance;	and

an	increase	of	$3.0	million	in	vegetation	maintenance	expenses.

Other	income	increased	primarily	due	to	the	gain	recorded	on	the	sale	of	non-utility	property.

Interest	expense	decreased	primarily	due	to	a	decrease	in	long-term	debt	outstanding	as	a	result	of	the	redemption	of	the	$100	million	4.35%	Series First	Mortgage	Bonds	in	January	2007.

# Hurricane	Katrina	and	Storm	Costs	Recovery	Filing

In	August	2005,	Hurricane	Katrina	hit	Entergy	Mississippi's	service	territory	causing	power	outages	and	significant	infrastructure	damage	to Entergy	Mississippi's	distribution	and	transmission	systems.	Entergy	pursued	a	broad	range	of	initiatives	to	recover	storm	restoration	and	business continuity	 costs	 and	 incremental	 losses.	Initiatives	included	obtaining	assistance	through	federal	legislation	for	damage	caused	by	Hurricanes Katrina	 and	 Rita,	 and	 pursuing	 recovery	 through	 existing	 or	 new	 rate	 mechanisms	 regulated	 by	 the	 FERC	 and	 local	 regulatory	 bodies,	 in combination	with	securitization.

In	October	2006,	the	Mississippi	Development	Authority	approved	for	payment	and	Entergy	Mississippi	received	$81	million	in	CDBG	funding for	Hurricane	Katrina	costs.	The	MPSC	then	issued	a	financing	order	authorizing	the	issuance	of	state	bonds	to	finance	$8	million	of	Entergy Mississippi's	certified	Hurricane	Katrina	restoration	costs	and	$40	million	for	an	increase	in	Entergy	Mississippi's	storm	damage	reserve.	$30 million	of	the	storm	damage	reserve	was	set	aside	in	a	restricted	account.	A	Mississippi	state	entity	issued	the	bonds	in	May	2007,	and	Entergy Mississippi	 received	 proceeds	 of	 $48	 million.	Entergy	Mississippi	does	not	report	 the	bonds	on	 its	balance	sheet	because	 the	bonds	are	 the obligation	of	the	state	entity,	and	there	is	no	recourse	against	Entergy	Mississippi	in	the	event	of	a	bond	default.

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $40,582 | $73,417 | $4,523 |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | 79,916 | 169,194 | 439,145 |
| Investing\tactivities | (133,205) | (68,901) | (377,524) |
| Financing\tactivities | 13,789 | (133,128) | 7,273 |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (39,500) | (32,835) | 68,894 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $1,082 | $40,582 | $73,417 |

Cash	flow	provided	by	operating	activities	decreased	$89.3	million	in	2008	primarily	due	to:

decreased	recovery	of	deferred	fuel	and	purchased	power	costs;

the	receipt	of	$48	million	of	securitization	proceeds	in	2007;

the	timing	of	collections	of	receivables	from	customers	and	payments	to	vendors;	and

an	increase	of	$10.9	million	in	pension	contributions.

# The	decrease	was	partially	offset	by	a	decrease	in	income	tax	payments.

Cash	flow	provided	by	operating	activities	decreased	$270	million	in	2007	primarily	due	to:

net	income	tax	refunds	received	in	2006	compared	to	income	tax	payments	in	2007;	and the	receipt	of	$81	million	of	Community	Development	Block	Grant	funds	in	2006.

The	 decrease	 was	 partially	 offset	 by securitization	 proceeds	 of	 $48	 million received in	 2007	 and	 a	 decrease	 of	 $15.6	 million in	 pension contributions.

Cash	flow	used	in	investing	activities	increased	$64.3	million	in	2008	primarily	due	to	the	receipt	of	proceeds	in	2007	from	funds	held	in	trust	in 2006	that	were	used	for	the	redemption	in	January	2007,	prior	to	maturity,	of	$100	million	of	4.35%	Series	First	Mortgage	Bonds,	partially	offset by	the	transfer	in	2007	of	$30.7	million	to	the	storm	damage	reserve	escrow	account	and	money	pool	activity.

Decreases	in	Entergy	Mississippi's	receivable	from	the	money	pool	are	a	source	of	cash	flow,	and	Entergy	Mississippi's	receivable	from	the	money pool	decreased	by	$21	million	in	2008.	The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to	reduce	Entergy's	subsidiaries' need	for	external	short-term	borrowings.

Net	cash	used	in	investing	activities	decreased	$308.6	million	in	2007	primarily	due	to:

the	receipt	of	proceeds	in	2007	from	funds	held	in	trust	in	2006	that	were	used	for	the	redemption	in	January	2007,	prior	to	maturity,	of	the $100	million	4.35%	Series	First	Mortgage	Bonds;

the	purchase	of	the	Attala	plant	for	$88	million	in	January	2006;	and

The	decrease	was	partially	offset	by	the	transfer	of	$30	million	to	a	storm	damage	reserve	escrow	account.

Entergy	Mississippi's	financing	activities	provided	$13.8	million	in	cash	flow	in	2008	compared	to	using	$133.1	million	in	cash	flow	in	2007 primarily	due	to	the	redemption,	prior	to	maturity,	of	$100	million	of	4.35%	Series	First	Mortgage	Bonds	in	January	2007	and	money	pool	activity, partially	offset	by	an	increase	of	$18	million	in	common	stock	dividends	paid.

Increases	in	Entergy	Mississippi's	payable	to	the	money	pool	are	a	source	of	cash	flow,	and	Entergy	Mississippi's	payable	to	the	money	pool increased	by	$66	million	in	2008.	The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to	reduce	Entergy's	subsidiaries'	need	for external	short-term	borrowings.

Entergy	Mississippi's	financing	activities	used	$133.1	million	of	cash	in	2007	compared	to	providing	$7.3	million	in	2006	primarily	due	to:

the	redemption,	prior	to	maturity,	of	$100	million	of	First	Mortgage	Bonds	in	January	2007;

the	issuance	of	$100	million	of	long-term	debt	in	2006;

an	increase	of	$25.3	million	in	common	stock	dividends	paid	in	2007;	and

See	Note	5	to	the	financial	statements	for	details	on	long-term	debt.

Entergy	Mississippi's	capitalization	is	balanced	between	equity	and	debt,	as	shown	in	the	following	table.

|  | December	31,<br>2008 | December	31,<br>2007 |
| :--- | :--- | :--- |
| Net\tdebt\tto\tnet\tcapital | 49.5% | 48.4% |
| Effect\tof\tsubtracting\tcash\tfrom\tdebt | 0.0% | 1.5% |
| Debt\tto\tcapital | 49.5% | 49.9% |

Net	debt	consists	of	debt	less	cash	and	cash	equivalents.	Debt	consists	of	capital	lease	obligations	and	long-term	debt,	including	the	currently maturing	 portion.	Capital	 consists	 of	 debt	 and	 shareholders'	 equity.	Net	 capital	 consists	 of	 capital	 less	 cash	 and	 cash	 equivalents.	Entergy Mississippi	uses	the	net	debt	to	net	capital	ratio	in	analyzing	its	financial	condition	and	believes	it	provides	useful	information	to	its	investors	and creditors	in	evaluating	Entergy	Mississippi's	financial	condition.

Entergy	Mississippi	requires	capital	resources	for:

construction	and	other	capital	investments; debt	and	preferred	stock	maturities;

working	capital	purposes,	including	the	financing	of	fuel	and	purchased	power	costs;	and dividend	and	interest	payments.

Following	are	the	amounts	of	Entergy	Mississippi's	planned	construction	and	other	capital	investments,	and	existing	debt	obligations	and	lease obligations	(includes	estimated	interest	payments):

|  | 2009 | 2010-2011 | 2012-2013 | After	2013 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Planned\tconstruction\tand |  |  |  |  |  |
| \t\tcapital\tinvestment\t(1) | $139 | $299 | N/A | N/A | $438 |
| Long-term\tdebt | $40 | $157 | $167 | $916 | $1,280 |
| Capital\tlease\tpayments | $2 | $4 | $3 | N/A | $9 |
| Operating\tleases | $6 | $9 | $5 | $11 | $31 |
| Purchase\tobligations\t(2) | $167 | $328 | $319 | $1,676 | $2,490 |

(2) Purchase	 obligations	 represent	 the	 minimum	 purchase	 obligation	 or	 cancellation	 charge	 for contractual	obligations	to	purchase	goods	or	services.	For	Entergy	Mississippi,	almost	all	of	the	total consists	of	unconditional	fuel	and	purchased	power	obligations,	including	its	obligations	under	the Unit	Power	Sales	Agreement,	which	is	discussed	in	Note	8	to	the	financial	statements.

In	addition	to	the	contractual	obligations	given	above,	Entergy	Mississippi	expects	to	contribute	$6.9	million	to	its	pension	plans	and	$6.3	million to	other	postretirement	plans	in	2009.	Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and	beyond, may	affect	the	level	of	Entergy	Mississippi's	pension	contributions	in	the	future.	Also	in	addition	to	the	contractual	obligations,	Entergy	Mississippi has	$31.7	million	of	unrecognized	tax	benefits	and	interest	for	which	the	timing	of	payments	beyond	12	months	cannot	be	reasonably	estimated	due to	uncertainties	in	the	timing	of	effective	settlement	of	tax	positions.	See	Note	3	to	the	financial	statements	for	additional	information	regarding unrecognized	tax	benefits.

The	 planned	 capital	 investment	 estimate	 for	 Entergy	 Mississippi	 reflects	 capital	 required	 to	 support	 existing	 business	 and	 customer	 growth. Entergy's	Utility	supply	plan	initiative	will	continue	to	seek	to	transform	its	generation	portfolio	with	new	or	repowered	generation	resources. Opportunities	resulting	from	the	supply	plan	initiative,	including	new	projects	or	the	exploration	of	alternative	financing	sources,	could	result	in increases	or	decreases	in	the	capital	expenditure	estimates	given	above.	The	estimated	capital	expenditures	are	subject	to	periodic	review	and modification	and	may	vary	based	on	the	ongoing	effects	of	regulatory	constraints,	environmental	compliance,	market	volatility,	economic	trends, and	the	ability	to	access	capital.	Management	provides	more	information	on	long-term	debt	and	preferred	stock	maturities	in	Notes	5	and	6	to	the financial	statements.

In	January	2006,	Entergy	Mississippi	purchased	for	$88	million	the	Attala	power	plant,	a	480	MW	natural	gas-fired,	combined-cycle	generating facility	owned	by	Central	Mississippi	Generating	Company.	In	November	2005,	the	MPSC	issued	an	order	approving	the	acquisition	of	the	Attala plant.	In	December	2005,	the	MPSC	issued	an	order	approving	the	investment	cost	recovery	through	the	power	management	rider	and	limited	the recovery	to	a	period	that	begins	with	the	closing	date	of	the	purchase	and	ends	the	earlier	of	the	date	costs	are	incorporated	into	base	rates	or December	31,	2006.	As	a	consequence	of	the	events	surrounding	Entergy	Mississippi's	ongoing	efforts	to	recover	storm	restoration	costs	associated with	Hurricane	Katrina,	in	October	2006,	the	MPSC	approved	a	revision	to	Entergy	Mississippi's	power	management	rider.	The	revision	has	the effect	of	allowing	Entergy	Mississippi	to	recover	the	annual	ownership	costs	of	the	Attala	plant	until	such	time	as	there	has	been	a	resolution	of Entergy	Mississippi's	recovery	of	its	storm	restoration	costs	and	a	general	rate	case	can	be	filed.

As	a	wholly-owned	subsidiary,	Entergy	Mississippi	dividends	its	earnings	to	Entergy	Corporation	at	a	percentage	determined	monthly.	Entergy Mississippi's	long-term	debt	indentures	restrict	the	amount	of	retained	earnings	available	for	the	payment	of	cash	dividends	or	other	distributions on	its	common	and	preferred	stock.	As	of	December	31,	2008,	Entergy	Mississippi	had	restricted	retained	earnings	unavailable	for	distribution	to Entergy	Corporation	of	$121.6	million.

Entergy	Mississippi's	sources	to	meet	its	capital	requirements	include:

internally	generated	funds; cash	on	hand;

Entergy	Mississippi	may	refinance	or	redeem	debt	and	preferred	stock	prior	to	maturity,	to	the	extent	market	conditions	and	interest	and	dividend rates	are	favorable.

All	debt	and	common	and	preferred	stock	issuances	by	Entergy	Mississippi	require	prior	regulatory	approval.	Preferred	stock	and	debt	issuances are	also	subject	to	issuance	tests	set	forth	in	its	corporate	charter,	bond	indenture,	and	other	agreements.	Entergy	Mississippi	has	sufficient	capacity under	these	tests	to	meet	its	foreseeable	capital	needs.

Entergy	Mississippi	has	two	separate	credit	facilities	in	the	aggregate	amount	of	$50	million	and	renewed	both	facilities	through	May	2009. Borrowings	under	the	credit	facilities	may	be	secured	by	a	security	interest	in	Entergy	Mississippi's	accounts	receivable.	No	borrowings	were outstanding	under	either	credit	facility	as	of	December	31,	2008.

Entergy	Mississippi	has	obtained	short-term	borrowing	authorization	from	the	FERC	under	which	it	may	borrow	through	March	31,	2010,	up	to	the aggregate	 amount,	 at	 any	 one	 time	 outstanding,	 of	 $175	 million.	See	 Note	 4	 to	 the	 financial	 statements	 for	 further	 discussion	 of	 Entergy Mississippi's	 short-term	 borrowing	 limits.	Entergy	 Mississippi	 has	 also	 obtained	 an	 order	 from	 the	 FERC	 authorizing	 long-term	 securities issuances.	The	current	long-term	authorization	extends	through	June	30,	2009.

Entergy	Mississippi's	receivables	from	or	(payables	to)	the	money	pool	were	as	follows	as	of	December	31	for	each	of	the	following	years:

| 2008 | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
|  | (In\tThousands) | (In\tThousands) |  |
| ($66,044) | $20,997 | $39,573 | ($84,066) |

In	May	2007,	$6.6	million	of	Entergy	Mississippi's	receivable	from	the	money	pool	was	replaced	by	a	note	receivable	from	Entergy	New	Orleans. See	Note	4	to	the	financial	statements	for	a	description	of	the	money	pool.

The	rates	that	Entergy	Mississippi	charges	for	electricity	significantly	influence	its	financial	position,	results	of	operations,	and	liquidity.	Entergy Mississippi	is	regulated	and	the	rates	charged	to	its	customers	are	determined	in	regulatory	proceedings.	A	governmental	agency,	the	MPSC,	is primarily	responsible	for	approval	of	the	rates	charged	to	customers.

In	July	2008	the	MPSC	began	a	proceeding	to	investigate	the	fuel	procurement	practices	and	fuel	adjustment	schedules	of	the	Mississippi	utility companies,	including	Entergy	Mississippi.	A	two-day	public	hearing	was	held	in	July	2008,	and	after	a	recess	during	which	the	MPSC	reviewed information,	the	hearing	resumed	on	August	5,	2008,	for	additional	testimony	by	an	expert	witness	retained	by	the	MPSC.	The	MPSC's	witness presented	testimony	regarding	a	review	of	the	utilities'	fuel	adjustment	clauses.	The	MPSC	stated	that	the	goal	of	the	proceeding	is	fact-finding	so that	the	MPSC	may	decide	whether	to	amend	the	current	fuel	cost	recovery	process.	In	February	2009,	the	MPSC	published	a	final	report	of	its expert	witness,	which	discussed	Entergy	Mississippi's	fuel	procurement	activities	and	made	recommendations	regarding	fuel	recovery	practices	in Mississippi.

In	November	2005,	the	MPSC	approved	the	purchase	of	the	480	MW	Attala	power	plant.	In	December	2005,	the	MPSC	issued	an	order	approving the	investment	cost	recovery	through	its	power	management	rider	and	limited	the	recovery	to	a	period	that	begins	with	the	closing

date	of	the	purchase	and	ends	the	earlier	of	the	date	costs	are	incorporated	into	base	rates	or	December	31,	2006.	As	a	consequence	of	the	events surrounding	Entergy	Mississippi's	ongoing	efforts	to	recover	storm	restoration	costs	associated	with	Hurricane	Katrina,	in	October	2006,	the	MPSC approved	a	revision	to	Entergy	Mississippi's	power	management	rider.	The	revision	has	the	effect	of	allowing	Entergy	Mississippi	to	recover	the annual	ownership	costs	of	the	Attala	plant	until	such	time	as	there	has	been	a	resolution	of	Entergy	Mississippi's	recovery	of	its	storm	restoration costs	and	a	general	rate	case	can	be	filed.

The	MPSC	has	recommended	not	pursuing	open	access	at	this	time.

The	preparation	of	Entergy	Mississippi's	financial	statements	in	conformity	with	generally	accepted	accounting	principles	requires	management	to apply	appropriate	accounting	policies	and	to	make	estimates	and	judgments	that	can	have	a	significant	effect	on	reported	financial	position,	results of	operations,	and	cash	flows.	Management	has	identified	the	following	accounting	policies	and	estimates	as	critical	because	they	are

based	on	assumptions	and	measurements	that	involve	a	high	degree	of	uncertainty,	and	there	is	the	potential	for	future	changes	in	the	assumptions and	measurements	that	could	produce	estimates	that	would	have	a	material	impact	on	the	presentation	of	Entergy	Mississippi's	financial	position	or results	of	operations.

As	discussed	in	Note	1	to	the	financial	statements,	Entergy	Mississippi	records	an	estimate	of	the	revenues	earned	for	energy	delivered	since	the latest	 customer	 billing.	Each	month	the	estimated	unbilled	revenue	amounts	are	recorded	as	revenue	and	a	receivable,	and	the	prior	month's estimate	is	reversed.	The	difference	between	the	estimate	of	the	unbilled	receivable	at	the	beginning	of	the	period	and	the	end	of	the	period	is	the amount	of	unbilled	revenue	recognized	during	the	period.	The	estimate	recorded	is	primarily	based	upon	an	estimate	of	customer	usage	during	the unbilled	period	and	the	billed	price	to	customers	in	that	month.	Therefore,	revenue	recognized	may	be	affected	by	the	estimated	price	and	usage	at the	beginning	and	end	of	each	period,	in	addition	to	changes	in	certain	components	of	the	calculation.

|  |  |  | Impact	on	Accumulated |
| :--- | :--- | :--- | :--- |
|  | Change\tin | Impact\ton\t2008 | Postretirement\tBenefit |
| Actuarial\tAssumption | Assumption | Postretirement\tBenefit\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $318 | $1,694 |

Total	qualified	pension	cost	for	Entergy	Mississippi	in	2008	was	$4.8	million.	Entergy	anticipates	2009	qualified	pension	cost	to	be	$3.4	million. Entergy	Mississippi	contributed	$11.7	million	to	its	qualified	pension	plans	in	2008	and	anticipates	that	it	will	contribute	$6.9	million	in	2009. Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and	beyond,	continues	to	evolve,	be	interpreted through	technical	corrections	bills,	and	discussed	within	the	industry	and	congressional	lawmakers.	Any	changes	to	Pension	Protection	Act	as	a result	of	these	discussions	and	efforts	may	affect	the	level	of	Entergy's	pension	contributions	in	the	future.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	Entergy	Mississippi	in	2008	were	$5.2	million,	including	$1.6	million	in savings	due	to	the	estimated	effect	of	future	Medicare	Part	D	subsidies.	Entergy	Mississippi	expects	2009	postretirement	health	care	and	life insurance	benefit	costs	to	approximate	$6.5	million,	including	$1.6	million	in	savings	due	to	the	estimated	effect	of	future	Medicare	Part	D subsidies.	Entergy	Mississippi	expects	to	contribute	$6.3	million	to	its	other	postretirement	plans	in	2009.

We	have	audited	the	accompanying	balance	sheets	of	Entergy	Mississippi,	Inc.	(the	"Company")	as	of	December	31,	2008	and	2007,	and	the related	statements	of	income,	of	retained	earnings,	and	of	cash	flows	(pages	332	through	336	and	applicable	items	in	pages	65	through	187)	for each	of	the	three	years	in	the	period	ended	December	31,	2008.	These	financial	statements	are	the	responsibility	of	the	Company's	management. Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	based	on	our	audits.

In	 our	 opinion,	 such	 financial	 statements	 present	 fairly,	 in	 all	 material	 respects,	 the	 financial	 position	 of	 Entergy	 Mississippi,	 Inc.	 as	 of December	31,	2008	and	2007,	and	the	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31, 2008,	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  |  | (In\tThousands) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | $1,462,182 | $1,372,802 | $1,450,008 |
| OPERATING\tEXPENSES |  |  |  |
| Operation\tand\tMaintenance: |  |  |  |
| \t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\tgas\tpurchased\tfor\tresale | 456,730 | 456,346 | 586,625 |
| \t\tPurchased\tpower | 468,219 | 414,763 | 463,015 |
| \t\tOther\toperation\tand\tmaintenance | 216,554 | 202,952 | 206,031 |
| Taxes\tother\tthan\tincome\ttaxes | 63,807 | 62,516 | 63,126 |
| Depreciation\tand\tamortization | 83,297 | 79,470 | 75,561 |
| Other\tregulatory\tcharges\t(credits)\t-\tnet | 38,385 | 14,810 | (65,714) |
| TOTAL | 1,326,992 | 1,230,857 | 1,328,644 |

| OPERATING	INCOME | 135,190 | 141,945 | 121,364 |
| :--- | :--- | :--- | :--- |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 2,966 | 3,900 | 3,942 |
| Interest\tand\tdividend\tincome | 1,778 | 5,572 | 6,435 |
| Miscellaneous\t-\tnet | (2,047) | 1,011 | (2,348) |
| TOTAL | 2,697 | 10,483 | 8,029 |
| INTEREST\tAND\tOTHER\tCHARGES |  |  |  |
| Interest\ton\tlong-term\tdebt | 41,560 | 41,699 | 45,555 |
| Other\tinterest\t-\tnet | 5,328 | 5,321 | 5,661 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (1,951) | (2,548) | (2,675) |
| TOTAL | 44,937 | 44,472 | 48,541 |
| INCOME\tBEFORE\tINCOME\tTAXES | 92,950 | 107,956 | 80,852 |
| Income\ttaxes | 33,240 | 35,850 | 28,567 |
| NET\tINCOME | 59,710 | 72,106 | 52,285 |
| Preferred\tdividend\trequirements\tand\tother | 2,828 | 2,768 | 2,828 |
| EARNINGS\tAPPLICABLE\tTO\nCOMMON\tSTOCK | $56,882 | $69,338 | $49,457 |

| OPERATING	ACTIVITIES |  |  |  |
| :--- | :--- | :--- | :--- |
| Net\tincome | $59,710 | $72,106 | $52,285 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tflow\tprovided\tby\toperating\tactivities: |  |  |  |
| \t\tOther\tregulatory\tcharges\t(credits)\t-\tnet | 38,385 | 14,810 | (65,714) |
| \t\tDepreciation\tand\tamortization | 83,297 | 79,470 | 75,561 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | 32,031 | (17,123) | 63,964 |
| \t\tChanges\tin\tworking\tcapital: |  |  |  |
| \t\t\t\tReceivables | (46,490) | 898 | 41,108 |
| \t\t\t\tFuel\tinventory | 1,078 | (2,721) | (4,558) |
| \t\t\t\tAccounts\tpayable | 3,950 | (13,379) | (32,643) |
| \t\t\t\tTaxes\taccrued | 4,858 | (9,649) | 12,566 |
| \t\t\t\tInterest\taccrued | 1,919 | 2,131 | (588) |
| \t\t\t\tDeferred\tfuel\tcosts | (81,607) | (18,654) | 209,192 |
| \t\t\t\tOther\tworking\tcapital\taccounts | 43,534 | (12,432) | 18,241 |
| \t\tProvision\tfor\testimated\tlosses\tand\treserves | (13,307) | 40,228 | 600 |
|  | (98,387) | 37,381 | (27,581) |
| \t\tChanges\tin\tother\tregulatory\tassets |  |  |  |
| \t\tChanges\tin\tpension\tand\tother\tpostretirement\tliabilities | 61,277 | (7,658) | 25,054 |
| \t\tOther | (10,332) | 3,786 | 71,658 |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | 79,916 | 169,194 | 439,145 |
| INVESTING\tACTIVITIES |  |  |  |
| Construction\texpenditures | (156,224) | (156,643) | (152,193) |
| Payment\tfor\tpurchase\tof\tplant | - | - | (88,199) |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 2,966 | 3,900 | 3,942 |
| Proceeds\tfrom\tsale\tof\tassets | - | 2,616 | - |
| Change\tin\tmoney\tpool\treceivable\t-\tnet | 20,997 | 11,974 | (39,573) |
| Changes\tin\tother\ttemporary\tinvestments\t-\tnet | - | 100,000 | (101,501) |
| Payment\tto\tstorm\treserve\tescrow\taccount | (944) | (30,748) | - |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | (133,205) | (68,901) | (377,524) |
| FINANCING\tACTIVITIES |  |  |  |
| Proceeds\tfrom\tthe\tissuance\tof\tlong-term\tdebt | 28,873 | - | 99,167 |
| Retirement\tof\tlong-term\tdebt | (30,000) | (100,000) | - |
| Change\tin\tmoney\tpool\tpayable\t-\tnet | 66,044 | - | (84,066) |
| Dividends\tpaid: |  |  |  |
| \t\tCommon\tstock | (48,300) | (30,300) | (5,000) |
| \t\tPreferred\tstock | (2,828) | (2,828) | (2,828) |
| Net\tcash\tflow\tprovided\tby\t(used\tin)\tfinancing\tactivities | 13,789 | (133,128) | 7,273 |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (39,500) | (32,835) | 68,894 |

| Cash	and	cash	equivalents	at	beginning	of	period | 40,582 | 73,417 | 4,523 |
| :--- | :--- | :--- | :--- |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $1,082 | $40,582 | $73,417 |
| SUPPLEMENTAL\tDISCLOSURE\tOF\tCASH\tFLOW\tINFORMATION: |  |  |  |
| Cash\tpaid/(received)\tduring\tthe\tperiod\tfor: |  |  |  |
| \t\tInterest\t-\tnet\tof\tamount\tcapitalized | $42,960 | $42,479 | $49,693 |
| \t\tIncome\ttaxes | $1,055 | $48,914 | ($49,158) |

| Cash | $1,072 | $117 |
| :--- | :--- | :--- |
| \t\tTemporary\tcash\tinvestment\t-\tat\tcost, |  |  |
| \t\t\twhich\tapproximates\tmarket | 10 | 40,465 |
| \t\t\t\t\tTotal\tcash\tand\tcash\tequivalents | 1,082 | 40,582 |
| Accounts\treceivable: |  |  |
| \t\tCustomer | 76,503 | 62,052 |
| \t\tAllowance\tfor\tdoubtful\taccounts | (687) | (615) |
| \t\tAssociated\tcompanies | 29,291 | 23,534 |
| \t\tOther | 11,675 | 8,234 |
| \t\tAccrued\tunbilled\trevenues | 35,451 | 33,535 |
| \t\t\t\t\tTotal\taccounts\treceivable | 152,233 | 126,740 |
| Deferred\tfuel\tcosts | 5,025 | - |
| Accumulated\tdeferred\tincome\ttaxes | 19,335 | 7,686 |
| Fuel\tinventory\t-\tat\taverage\tcost | 9,288 | 10,366 |
| Materials\tand\tsupplies\t-\tat\taverage\tcost | 31,921 | 30,167 |
| Prepayments\tand\tother | 6,290 | 13,701 |
| TOTAL | 225,174 | 229,242 |
| OTHER\tPROPERTY\tAND\tINVESTMENTS |  |  |
| Investment\tin\taffiliates\t-\tat\tequity | 5,615 | 5,531 |
| Non-utility\tproperty\t-\tat\tcost\t(less\taccumulated\tdepreciation) | 5,000 | 5,140 |
| Storm\treserve\tescrow\taccount | 31,692 | 30,748 |
| Note\treceivable\t-\tEntergy\tNew\tOrleans | 7,610 | 7,610 |
| TOTAL | 49,917 | 49,029 |
| UTILITY\tPLANT |  |  |
| Electric | 2,951,636 | 2,829,065 |
| Property\tunder\tcapital\tlease | 7,806 | 9,116 |
| Construction\twork\tin\tprogress | 81,959 | 72,753 |
| TOTAL\tUTILITY\tPLANT | 3,041,401 | 2,910,934 |
| Less\t-\taccumulated\tdepreciation\tand\tamortization | 1,058,426 | 995,902 |
| UTILITY\tPLANT\t-\tNET | 1,982,975 | 1,915,032 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tSFAS\t109\tregulatory\tasset\t-\tnet | 23,693 | 29,868 |
| \t\tOther\tregulatory\tassets | 226,933 | 141,717 |
| Other | 19,451 | 21,381 |
| TOTAL | 270,077 | 192,966 |
| TOTAL\tASSETS | $2,528,143 | $2,386,269 |

ENTERGY	MISSISSIPPI,	INC. BALANCE	SHEETS LIABILITIES	AND	SHAREHOLDERS'	EQUITY

December	31,

| Associated	companies | $115,876 | $46,424 |
| :--- | :--- | :--- |
| \t\tOther | 39,623 | 36,104 |
| Customer\tdeposits | 58,517 | 55,719 |
| Taxes\taccrued | 40,896 | 36,038 |
| Interest\taccrued | 17,113 | 15,194 |
| Deferred\tfuel\tcosts | - | 76,582 |
| System\tagreement\tcost\tequalization | 23,000 | - |
| Gas\thedge\tcontracts | 15,610 | 2,273 |
| Other | 5,373 | 6,632 |
| TOTAL | 316,008 | 274,966 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 571,193 | 535,469 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 8,605 | 9,748 |
| Obligations\tunder\tcapital\tlease | 6,418 | 7,806 |
| Other\tregulatory\tliabilities | 22,331 | - |
| Asset\tretirement\tcost\tliabilities | 4,784 | 4,505 |
| Accumulated\tprovisions | 36,957 | 50,264 |
| Pension\tand\tother\tpostretirement\tliabilities | 118,223 | 56,946 |
| Long-term\tdebt | 695,330 | 695,266 |
| Other | 32,656 | 44,243 |
| TOTAL | 1,496,497 | 1,404,247 |
| Commitments\tand\tContingencies |  |  |
| SHAREHOLDERS'\tEQUITY |  |  |
| Preferred\tstock\twithout\tsinking\tfund | 50,381 | 50,381 |
| Common\tstock,\tno\tpar\tvalue,\tauthorized\t15,000,000 |  |  |
| \tshares;\tissued\tand\toutstanding\t8,666,357\tshares\tin\t2008\tand\t2007 | 199,326 | 199,326 |
| Capital\tstock\texpense\tand\tother | (690) | (690) |
| Retained\tearnings | 466,621 | 458,039 |
| TOTAL | 715,638 | 707,056 |
| TOTAL\tLIABILITIES\tAND\tSHAREHOLDERS'\tEQUITY | $2,528,143 | $2,386,269 |

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  |  | (In\tThousands) |  |
| Retained\tEarnings,\tJanuary\t1 | $458,039 | $419,001 | $374,544 |
| \t\tAdd:\n\t\t\t\tNet\tincome | 59,710 | 72,106 | 52,285 |
| \t\tDeduct: |  |  |  |
| \t\t\t\tPreferred\tdividend\trequirements\tand\tother | 2,828 | 2,768 | 2,828 |
| \t\t\t\tDividends\tdeclared\ton\tcommon\tstock | 48,300 | 30,300 | 5,000 |
| \t\t\t\t\t\tTotal | 51,128 | 33,068 | 7,828 |
| Retained\tEarnings,\tDecember\t31 | $466,621 | $458,039 | $419,001 |

|  | 2008 | 2007 | 2006 | 2005 | 2004 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues | $1,462,182 | $1,372,802 | $1,450,008 | $1,306,543 | $1,213,629 |
| Net\tIncome | $59,710 | $72,106 | $52,285 | $62,103 | $73,497 |
| Total\tassets | $2,528,143 | $2,386,269 | $2,440,891 | $2,311,043 | $2,036,186 |

| Long-term	obligations	(1) | $701,748 | $703,072 | $795,187 | $695,157 | $695,125 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 | 2005 | 2004 |
|  |  | (Dollars\tIn\tMillions) | (Dollars\tIn\tMillions) |  |  |
| Electric\tOperating\tRevenues: |  |  |  |  |  |
| \t\tResidential | $556 | $500 | $568 | $503 | $467 |
| \t\tCommercial | 482 | 428 | 484 | 421 | 397 |
| \t\tIndustrial | 199 | 185 | 236 | 209 | 204 |
| \t\tGovernmental | 44 | 40 | 45 | 41 | 38 |
| \t\t\t\t\tTotal\tretail | 1,281 | 1,153 | 1,333 | 1,174 | 1,106 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\tAssociated\tcompanies | 93 | 139 | 43 | 62 | 39 |
| \t\t\t\tNon-associated\tcompanies | 36 | 33 | 37 | 37 | 30 |
| \t\tOther | 52 | 48 | 37 | 34 | 39 |
| \t\t\t\t\tTotal | $1,462 | $1,373 | $1,450 | $1,307 | $1,214 |
| Billed\tElectric\tEnergy\tSales\t(GWh): |  |  |  |  |  |
| \t\tResidential | 5,354 | 5,474 | 5,387 | 5,333 | 5,085 |
| \t\tCommercial | 4,841 | 4,872 | 4,746 | 4,630 | 4,518 |
| \t\tIndustrial | 2,565 | 2,771 | 2,927 | 2,967 | 2,977 |
| \t\tGovernmental | 411 | 421 | 417 | 411 | 398 |
| \t\t\t\t\tTotal\tretail | 13,171 | 13,538 | 13,477 | 13,341 | 12,978 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\tAssociated\tcompanies | 534 | 1,025 | 469 | 516 | 305 |
| \t\t\t\tNon-associated\tcompanies | 401 | 468 | 431 | 420 | 393 |
| \t\t\t\t\tTotal | 14,106 | 15,031 | 14,377 | 14,277 | 13,676 |

# ENTERGY	NEW	ORLEANS,	INC.

# Hurricane	Gustav

In	September	2008,	Hurricane	Gustav	caused	severe	damage	to	Entergy	New	Orleans'	service	territory.	The	storm	resulted	in	widespread	power outages,	significant	damage	to	distribution	and	transmission	infrastructure,	and	the	loss	of	sales	during	the	power	outages.	Total	restoration	costs for	 the	 repair	 or	 replacement	 of	 Entergy	 New	 Orleans'	 electric	 facilities	 damaged	 by	 Hurricane	 Gustav	 are	 estimated	 to	 be	 approximately $30	million.	Entergy	New	Orleans	is	considering	all	reasonable	avenues	to	recover	storm-related	costs,	including,	but	not	limited	to,	accessing funded	 storm	 reserves;	 federal	 and	 local	 cost	 recovery	 mechanisms,	 including	 requests	 for	 Community	 Development	 Block	 Grant	 funding; securitization;	and	insurance,	to	the	extent	deductibles	are	met.	On	October	9,	2008,	Entergy	New	Orleans	drew	all	of	its	$10	million	funded	storm reserve.	Entergy	is	currently	evaluating	the	amount	of	the	losses	covered	by	insurance	for	Entergy	and	each	of	the	affected	Utility	operating companies.	Because	most	of	the	Hurricane	Gustav	damage	was	to	distribution	and	transmission	facilities	that	are	generally	not	covered	by	property insurance,	Entergy	does	not	expect	to	meet	its	deductibles	for	that	storm.

Entergy	New	Orleans	has	recorded	the	estimated	costs	incurred,	including	payments	already	made,	that	were	necessary	to	return	customers	to service.	Entergy	 New	 Orleans	 has	 recorded	 approximately	 $18	 million	 as	 regulatory	 assets	 and	 approximately	 $14	 million	 in	 construction expenditures	(this	includes	a	small	amount	for	Hurricane	Ike	damage).	Entergy	New	Orleans	recorded	the	regulatory	assets	in	accordance	with	its accounting	policies	and	based	on	the	historic	treatment	of	such	costs	in	its	service	territory,	because	management	believes	that	recovery	through some	form	of	regulatory	mechanism	is	probable.	Because	Entergy	New	Orleans	has	not	gone	through	the	regulatory	process	regarding	these	storm costs,	however,	there	is	an	element	of	risk,	and	Entergy	New	Orleans	is	unable	to	predict	with	certainty	the	degree	of	success	it	may	have	in	its recovery	initiatives,	the	amount	of	restoration	costs	that	it	may	ultimately	recover,	or	the	timing	of	such	recovery.

Net	income	increased	$10.4	million	primarily	due	to	higher	net	revenue,	lower	other	operation	and	maintenance	expenses,	partially	offset	by	lower other	income	and	higher	taxes	other	than	income	taxes.

Net	income	increased	$19.2	million	primarily	due	to	higher	net	revenue,	higher	other	income,	and	lower	reorganization	item	expenses,	partially offset	by	higher	other	operation	and	maintenance	expenses,	higher	taxes	other	than	income	taxes,	and	higher	interest	and	other	charges.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2007\tnet\trevenue | $231.0 |
| Volume/weather | 15.5 |
| Net\tgas\trevenue | 6.6 |
| Rider\trevenue | 3.9 |
| Base\trevenue | (11.3) |
| Other | 7.0 |
| 2008\tnet\trevenue | $252.7 |

The	volume/weather	variance	is	due	to	an	increase	in	electricity	usage	in	the	service	territory	in	2008	compared	to	the	same	period	in	2007.	Entergy New	Orleans	estimates	that	approximately	141,000	electric	customers	and	93,000	gas	customers	have	returned	since	Hurricane	Katrina	and	are taking	service	as	of	December	31,	2008,	compared	to	approximately	132,000	electric	customers	and	86,000	gas	customers	as	of	December	31, 2007.	Billed	retail	electricity	usage	increased	a	total	of	184	GWh	compared	to	the	same	period	in	2007,	an	increase	of	4%.

The	net	gas	revenue	variance	is	primarily	due	to	an	increase	in	base	rates	in	March	and	November	2007.	Refer	to	Note	2	to	the	financial	statements for	a	discussion	of	the	base	rate	increase.

The	rider	revenue	variance	is	due	primarily	to	higher	total	revenue	and	a	storm	reserve	rider	effective	March	2007	as	a	result	of	the	City	Council's approval	of	a	settlement	agreement	in	October	2006.	The	approved	storm	reserve	has	been	set	to	collect	$75	million	over	a	ten-year	period	through the	rider	and	the	funds	will	be	held	in	a	restricted	escrow	account.	The	settlement	agreement	is	discussed	in	Note	2	to	the	financial	statements.

The	base	revenue	variance	is	primarily	due	to	a	base	rate	recovery	credit,	effective	January	2008.	The	base	rate	credit	is	discussed	in	Note	2	to	the financial	statements.

an	increase	of	$58.9	million	in	gross	wholesale	revenue	due	to	increased	sales	to	affiliated	customers	and	an	increase	in	the	average	price	of energy	available	for	resale	sales;

an	increase	of	$47.7	million	in	electric	fuel	cost	recovery	revenues	due	to	higher	fuel	rates	and	increased	electricity	usage;	and an	increase	of	$22	million	in	gross	gas	revenues	due	to	higher	fuel	recovery	revenues	and	increases	in	gas	base	rates	in	March	2007	and November	2007.

Fuel	and	purchased	power	increased	primarily	due	to	increases	in	the	average	market	prices	of	natural	gas	and	purchased	power	in	addition	to	an increase	in	demand.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2006\tnet\trevenue | $192.2 |
| Fuel\trecovery | 42.6 |
| Volume/weather | 25.6 |
| Rider\trevenue | 8.5 |
| Net\twholesale\trevenue | (41.2) |
| Other | 3.3 |
| 2007\tnet\trevenue | $231.0 |

The	fuel	recovery	variance	is	due	to	the	inclusion	of	Grand	Gulf	costs	in	fuel	recoveries	effective	July	1,	2006.	In	June	2006,	the	City	Council approved	the	recovery	of	Grand	Gulf	costs	through	the	fuel	adjustment	clause,	without	a	corresponding	change	in	base	rates	(a	significant	portion of	Grand	Gulf	costs	was	previously	recovered	through	base	rates).

The	volume/weather	variance	is	due	to	an	increase	in	electricity	usage	in	the	service	territory	in	2007	compared	to	the	same	period	in	2006.	The first	 quarter	 2006	 was	 affected	 by	 customer	 losses	 following	 Hurricane	 Katrina.	Entergy	New	Orleans	estimates	 that	approximately	132,000 electric	customers	and	86,000	gas	customers	have	returned	and	are	taking	service	as	of	December	31,	2007,	compared	to	approximately	95,000 electric	customers	and	65,000	gas	customers	as	of	December	31,	2006.	Billed	retail	electricity	usage	increased	a	total	of	540	GWh	compared	to	the same	period	in	2006,	an	increase	of	14%.

The	rider	revenue	variance	is	due	primarily	to	a	storm	reserve	rider	effective	March	2007	as	a	result	of	the	City	Council's	approval	of	a	settlement agreement	in	October	2006.	The	approved	storm	reserve	has	been	set	to	collect	$75	million	over	a	ten-year	period	through	the	rider	and	the	funds will	be	held	in	a	restricted	escrow	account.	The	settlement	agreement	is	discussed	in	Note	2	to	the	financial	statements.

The	net	wholesale	revenue	variance	is	due	to	more	energy	available	for	resale	in	2006	due	to	the	decrease	in	retail	usage	caused	by	customer	losses following	Hurricane	Katrina.	In	addition,	2006	revenue	includes	the	sales	into	the	wholesale	market	of	Entergy	New	Orleans'	share	of	the	output	of Grand	Gulf,	pursuant	to	City	Council	approval	of	measures	proposed	by	Entergy	New	Orleans	to	address	the	reduction	in	Entergy	New	Orleans' retail	customer	usage	caused	by	Hurricane	Katrina	and	to	provide	revenue	support	for	the	costs	of	Entergy	New	Orleans'	share	of	Grand	Gulf.

a	provision	for	storm-related	bad	debts	of	$11	million	recorded	in	2007;

a	decrease	of	$6.2	million	in	legal	and	professional	fees;

a	decrease	of	$3.4	million	in	employee	benefit	expenses;	and

a	decrease	of	$1.9	million	in	gas	operations	spending	due	to	higher	labor	and	material	costs	for	reliability	work	in	2007.

The	decrease	was	partially	offset	by:

an	increase	of	$3	million	due	to	the	accrual	of	Energy	Efficiency	and	Economic	Development	Funds;

an	increase	of	$3	million	in	outside	regulatory	consultant	fees;	and

an	increase	of	$2.7	million	in	loss	reserves	primarily	due	to	the	implementation	of	the	storm	reserve	rider	in	March	2007.	The	storm	reserve rider	is	discussed	above	under	"Net	Revenue."

Taxes	other	than	income	taxes	increased	primarily	due	to	higher	franchise	taxes	in	2008	as	a	result	of	higher	revenues.

Other	income	decreased	due	to	a	reduction	in	the	allowance	for	equity	funds	used	during	construction	related	to	a	decrease	in	storm-related construction	and	lower	carrying	costs	due	to	the	reduction	of	the	Hurricane	Katrina	storm	costs	regulatory	asset.

an	increase	of	$13.3	million	as	a	result	of	the	return	to	normal	operations	work	in	2007	versus	storm	restoration	activities	in	2006	as	a	result of	Hurricane	Katrina;

an	increase	of	$5.6	million	in	loss	reserves	due	to	the	implementation	of	the	storm	reserve	rider	in	March	2007.	The	storm	reserve	rider	is discussed	above	under	"Net	Revenue".

Taxes	other	than	income	taxes	increased	primarily	due	to	lower	franchise	taxes	in	2006	as	a	result	of	lower	revenues	and	a	reduction	in	ad	valorem tax	assessments	in	2006.

Reorganization	items	in	2006	consist	primarily	of	professional	fees	associated	with	the	bankruptcy	case	and,	pursuant	to	an	agreement	with	the	first mortgage	bondholders,	the	accrual	in	the	fourth	quarter	2006	for	the	plan	of	reorganization	provision	that	paid	the	first	mortgage	bondholders	an amount,	$12.2	million,	equal	to	the	one	year	of	interest	from	the	bankruptcy	petition	date	that	the	bondholders	had	waived	previously	in	the bankruptcy	proceeding.

Other	income	increased	due	to	carrying	costs	related	to	the	Hurricane	Katrina	storm	costs	regulatory	asset.

Interest	and	other	charges	increased	primarily	due	to	interest	accruals	on	first	mortgage	bonds.	On	September	23,	2006,	when	the	one-year	interest moratorium	agreed	to	by	the	bondholders	expired,	Entergy	New	Orleans	resumed	interest	accruals	on	its	outstanding	first	mortgage	bonds.	In addition,	beginning	May	8,	2007,	Entergy	New	Orleans	began	accruing	interest	on	third-party	and	affiliate	accounts	payable	as	a	result	of	its	plan of	reorganization	filed	with	the	bankruptcy	court,	as	discussed	above.	The	increase	was	partially	offset	by	a	decrease	in	other	interest	due	to	interest recorded	on	the	DIP	credit	facility	in	2006.

The	effective	income	tax	rates	for	2008,	2007,	and	2006	were	39.7%,	35.5%,	and	48.6%,	respectively.	See	Note	3	to	the	financial	statements	for	a reconciliation	of	the	federal	statutory	rate	of	35%	to	the	effective	income	tax	rate.

# Hurricane	Katrina

In	August	2005,	Hurricane	Katrina	caused	catastrophic	damage	to	Entergy	New	Orleans'	service	territory,	including	the	effect	of	extensive	flooding that	resulted	from	levee	breaks	in	and	around	the	New	Orleans	area.	The	storms	and	flooding	resulted	in	power	outages;	significant	damage	to electric	distribution,	transmission,	and	generation	and	gas	infrastructure;	and	the	loss	of	sales	and	customers	due	to	mandatory	evacuations	and	the destruction	of	homes	and	businesses.	Entergy	pursued	a	broad	range	of	initiatives	to	recover	storm	restoration	and

business	continuity	costs.	Initiatives	included	obtaining	reimbursement	of	certain	costs	covered	by	insurance,	obtaining	assistance	through	federal legislation	for	damage	caused	by	Hurricanes	Katrina	and	Rita,	and	pursuing	recovery	through	existing	or	new	rate	mechanisms	regulated	by	the FERC	and	the	City	Council.

# Community	Development	Block	Grant	(CDBG)

In	December	2005,	the	U.S.	Congress	passed	the	Katrina	Relief	Bill,	a	hurricane	aid	package	that	included	CDBG	funding	(for	the	states	affected by	Hurricanes	Katrina,	Rita,	and	Wilma)	that	allowed	state	and	local	leaders	to	fund	individual	recovery	priorities.	In	March	2007,	the	City	Council certified	that	Entergy	New	Orleans	incurred	$205	million	in	storm-related	costs	through	December	2006	that	are	eligible	for	CDBG	funding	under the	state	action	plan,	and	certified	Entergy	New	Orleans'	estimated	costs	of	$465	million	for	its	gas	system	rebuild	(which	is	discussed	below).	In April	2007,	Entergy	New	Orleans	executed	an	agreement	with	the	Louisiana	Office	of	Community	Development	(OCD)	under	which	$200	million

of	CDBG	funds	will	be	made	available	to	Entergy	New	Orleans.	Entergy	New	Orleans	has	received	$180.8	million	of	the	funds	as	of	December	31, 2008.	Entergy	New	Orleans	has	submitted	additional	costs	and	awaits	reimbursement	in	accordance	with	the	contract	covering	disbursement	of	the funds.

See	Note	8	to	the	financial	statements	for	a	discussion	of	Entergy's	conventional	property	insurance	program.	Entergy	has	received	a	total	of	$277 million	as	of	December	31,	2008	on	its	Hurricane	Katrina	and	Hurricane	Rita	insurance	claims,	including	the	settlements	of	its	Hurricane	Katrina claims	with	each	of	its	two	excess	insurers.	Of	the	$277	million	received,	$186	million	has	been	allocated	to	Entergy	New	Orleans.	Entergy currently	expects	to	receive	payment	for	any	remaining	insurance	recovery	related	to	Hurricane	Katrina	and	Hurricane	Rita	in	2009.

# Rate	and	Storm-related	Riders	Filings

See	"Formula	Rate	Plans	and	Storm-related	Riders"	below	for	a	discussion	of	Entergy	New	Orleans'	June	2006	formula	rate	plan	filings	and request	to	implement	two	storm-related	riders	filed	with	the	City	Council.

# Gas	System	Rebuild

In	addition	to	the	Hurricane	Katrina	storm	restoration	costs	that	Entergy	New	Orleans	incurred,	Entergy	New	Orleans	expects	that	over	a	longer term	accelerated	rebuilding	of	the	gas	system	in	New	Orleans	will	be	necessary	due	to	the	massive	salt	water	intrusion	into	the	system	caused	by the	flooding	in	New	Orleans.	The	salt	water	intrusion	is	expected	to	shorten	the	life	of	the	gas	system,	making	it	necessary	to	rebuild	that	system over	time,	earlier	than	otherwise	would	be	expected.	Entergy	New	Orleans	currently	expects	the	cost	to	rebuild	the	gas	system	to	be	$465	million, with	the	project	extending	many	years	into	the	future.	To	the	extent	that	Entergy	New	Orleans	receives	insurance	proceeds	for	future	construction expenditures	 associated	 with	 rebuilding	 its	 gas	 system,	 the	 October	 2006	 City	 Council	 resolution	 approving	 the	 settlement	 of	 Entergy	 New Orleans'	rate	and	storm-cost	recovery	filings	requires	Entergy	New	Orleans	to	record	those	proceeds	in	a	designated	sub-account	of	other	deferred credits.	This	other	deferred	credit	is	shown	as	"Gas	system	rebuild	insurance	proceeds"	on	Entergy	New	Orleans'	balance	sheet.

# Bankruptcy	Proceedings

Entergy	New	Orleans'	first	mortgage	bonds	remain	outstanding	with	their	stated	maturity	dates	and	interest	terms.	Pursuant	to	an	agreement with	its	first	mortgage	bondholders,	Entergy	New	Orleans	paid	the	first	mortgage	bondholders	an	amount	equal	to	the	one	year	of	interest from	the	bankruptcy	petition	date	that	the	bondholders	had	waived	previously	in	the	bankruptcy	proceeding	(approximately	$12	million). Entergy	New	Orleans'	preferred	stock	will	remain	outstanding	on	its	stated	dividend	terms,	and	Entergy	New	Orleans	paid	its	unpaid preferred	dividends	in	arrears	(approximately	$1	million).

# Municipalization

Municipalization	is	one	potential	outcome	of	Entergy	New	Orleans'	recovery	effort	that	may	be	pursued	by	a	stakeholder	or	stakeholders.	In	June 2006,	the	Louisiana	Legislature	passed	a	law	that	establishes	a	governance	structure	for	a	public	power	authority,	if	municipalization	of	Entergy New	Orleans'	utility	business	is	pursued.	Entergy	New	Orleans'	October	2006	settlement	approved	by	the	City	Council	allowing	phased-in	rate increases	through	2008,	discussed	in	"Formula	Rate	Plans	and	Storm-related	Riders"	below,	provides	that	Entergy	New	Orleans	will	work	with the	City	Council	to	seek	an	exception	to	the	Stafford	Act	that	will	afford	Stafford	Act	protections	to	Entergy	New	Orleans	if	another	catastrophic event	affects	Entergy	New	Orleans.	The	Stafford	Act	provides	for	restoration	funding	from	the	federal	government	for	municipal	and	cooperative utilities,	but	does	not	allow	such	funding	for	investor-owned	utilities	like	Entergy	New	Orleans.

# Debtor-in-Possession	Credit	Facility

On	September	26,	2005,	Entergy	New	Orleans,	as	borrower,	and	Entergy	Corporation,	as	lender,	entered	into	a	debtor-in-possession	credit	facility to	provide	funding	to	Entergy	New	Orleans	during	its	business	restoration	efforts.	The	credit	facility	provided	for	up	to	$200	million	in	loans.	The interest	rate	on	borrowings	under	the	credit	facility	was	the	average	interest	rate	of	borrowings	outstanding	under	Entergy	Corporation's	revolving credit	 facility.	With	the	confirmation	of	Entergy	New	Orleans'	plan	of	reorganization	in	May	2007,	Entergy	New	Orleans	repaid	to	Entergy Corporation,	in	full,	in	cash,	the	$67	million	of	outstanding	borrowings	under	the	debtor-in-possession	credit	facility.

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $92,010 | $17,093 | $48,056 |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | 87,128 | 207,394 | 95,430 |
| Investing\tactivities | (9,777) | (78,441) | (73,050) |
| Financing\tactivities | (31,917) | (54,036) | (53,343) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | 45,434 | 74,917 | (30,963) |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $137,444 | $92,010 | $17,093 |

Net	cash	provided	by	operating	activities	decreased	$120.3	million	in	2008	primarily	due	to	the	receipt	of	$180.8	million	of	CBDG	funds	in	2007. This	decrease	was	partially	offset	by	a	decrease	of	$43.6	million	in	pension	contributions	and	the	timing	of	payments	to	vendors.

Net	cash	provided	by	operating	activities	increased	$112.0	million	in	2007	primarily	due	to:

the	receipt	of	CDBG	funds	of	$180.8	million;	and

an	increase	in	net	income.

# These	increases	were	partially	offset	by	the	following:

pension	contributions	of	$44	million	in	2007;

Entergy	New	Orleans'	use	of	cash	for	the	payment	of	prepetition	accounts	payable	(approximately	$29	million,	including	interest);	and the	resumption	of	interest	payments	on	its	first	mortgage	bonds,	and	the	payment	of	other	bankruptcy-related	items.

In	the	first	quarter	2006,	Entergy	Corporation	received	an	income	tax	refund	as	a	result	of	net	operating	loss	carryback	provisions	contained	in	the Gulf	Opportunity	Zone	Act	of	2005.	In	accordance	with	Entergy's	intercompany	tax	allocation	agreement,	in	April	2006,	Entergy	Corporation distributed	 $71	 million	 of	 the	 refund	 to	 Entergy	 New	 Orleans.	Entergy	New	Orleans	used	 the	 income	 tax	refund	 to	repay	a	portion	of	 the borrowings	outstanding	under	the	DIP	credit	facility.

Net	cash	used	in	investing	activities	decreased	$68.7	million	in	2008	primarily	due	to	an	increase	in	Hurricane	Katrina	insurance	proceeds	in	2008 as	compared	to	2007	and	money	pool	activity,	partially	offset	by	proceeds	of	$10	million	related	to	the	sale	of	a	power	plant	in	2007.

Increases	in	Entergy	New	Orleans'	receivable	from	the	money	pool	are	a	use	of	cash	flow,	and	Entergy	New	Orleans'	receivable	from	the	money pool	increased	by	$12.4	million	in	2008.	The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to	reduce	Entergy's	subsidiaries' need	for	external	short-term	borrowings.

Net	cash	used	in	investing	activities	increased	$5.4	million	in	2007	primarily	due	to	money	pool	activity	and	additional	capital	expenditures, partially	offset	by	the	receipt	in	the	second	quarter	2007	of	insurance	proceeds	related	to	Hurricane	Katrina	and	proceeds	of	$10	million	received related	to	the	sale	in	the	first	quarter	2007	of	a	power	plant	that	had	been	out	of	service	since	1984.

Net	cash	used	in	financing	activities	decreased	$22.1	million	primarily	due	to	the	repayment	of	Entergy	New	Orleans'	borrowings	under	the	debtor- in-possession	credit	facility	in	2007,	partially	offset	by	the	redemption,	at	maturity,	of	$30	million	of	3.875%	Series	First	Mortgage	Bonds	in August	2008.

Net	cash	used	in	financing	activities	increased	slightly	by	$0.7	million	in	2007.	In	2007,	Entergy	New	Orleans	repaid,	in	full,	its	borrowings	under the	 debtor-in-possession	 credit	 facility.	In	2006,	Entergy	New	Orleans	had	net	payments	on	borrowings	under	the	debtor-in-possession	credit facility	of	$38.1	million	and	the	repayment	by	setoff	in	2006	of	its	$15	million	bank	credit	facility.

Entergy	New	Orleans'	capitalization	is	shown	in	the	following	table.	The	decrease	in	the	debt	to	capital	ratio	is	primarily	due	to	a	decrease	in	debt outstanding	and	an	increase	in	shareholders'	equity	resulting	from	net	income	in	2008.

|  | December	31,<br>2008 | December	31,<br>2007 |
| :--- | :--- | :--- |
| Net\tdebt\tto\tnet\tcapital | 37.0% | 52.0% |

| Effect	of	subtracting	cash	from	debt | 17.1% | 8.9% |
| :--- | :--- | :--- |
| Debt\tto\tcapital | 54.1% | 60.9% |

Net	debt	consists	of	debt	less	cash	and	cash	equivalents.	Debt	consists	of	notes	payable	and	long-term	debt,	including	the	currently	maturing portion.	Capital	consists	of	debt	and	shareholders'	equity.	Net	capital	consists	of	capital	less	cash	and	cash	equivalents.	Entergy	New	Orleans	uses the	net	debt	to	net	capital	ratio	in	analyzing	its	financial	condition	and	believes	it	provides	useful	information	to	its	investors	and	creditors	in evaluating	Entergy	New	Orleans'	financial	condition.

Entergy	New	Orleans	requires	capital	resources	for:

dividend	payments.

Following	are	the	amounts	of	Entergy	New	Orleans'	planned	construction	and	other	capital	investments	and	existing	debt	and	lease	obligations (includes	estimated	interest	payments):

|  | 2009 | 2010-2011 | 2012-2013 | After	2013 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Planned\tconstruction\tand |  |  |  |  |  |
| \t\tcapital\tinvestment\t(1) | $34 | $62 | N/A | N/A | $96 |
| Long-term\tdebt | $11 | $50 | $87 | $161 | $309 |
| Operating\tleases | $2 | $2 | $2 | $3 | $9 |
| Purchase\tobligations\t(2) | $166 | $300 | $247 | $1,099 | $1,812 |

(1) Includes	approximately	$30	million	annually	for	maintenance	capital,	which	is	planned	spending	on routine	capital	projects	that	are	necessary	to	support	reliability	of	service,	equipment	or	systems	and to	support	normal	customer	growth.

(2) Purchase	 obligations	 represent	 the	 minimum	 purchase	 obligation	 or	 cancellation	 charge	 for contractual	obligations	to	purchase	goods	or	services.	For	Entergy	New	Orleans,	almost	all	of	the total	consists	of	unconditional	fuel	and	purchased	power	obligations,	including	its	obligations	under the	Unit	Power	Sales	Agreement,	which	is	discussed	in	Note	8	to	the	financial	statements.

In	addition	to	the	contractual	obligations	given	above,	Entergy	New	Orleans	expects	to	make	payments	of	approximately	$113	million	for	the	years 2009-2011	related	to	Hurricane	Katrina	and	Hurricane	Gustav	restoration	work	and	its	gas	rebuild	project,	of	which	$32	million	is	expected	to	be incurred	in	2009.	Also,	Entergy	New	Orleans	expects	to	contribute	$1.7	million	to	its	pension	plan	and	$5.9	million	to	its	other	postretirement	plans in	 2009.	Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and	beyond,	may	affect	the	level	of Entergy	New	Orleans'	pension	contributions	in	the	future.	Also	in	addition	to	the	contractual	obligations,	Entergy	New	Orleans	has	$26.1	million	of unrecognized	tax	benefits	and	interest	for	which	the	timing	of	payments	beyond	12	months	cannot	be	reasonably	estimated	due	to	uncertainties	in the	timing	of	effective	settlement	of	tax	positions.	See	Note	3	to	the	financial	statements	for	additional	information	regarding	unrecognized	tax benefits.

The	planned	capital	investment	estimate	for	Entergy	New	Orleans	reflects	capital	required	to	support	existing	business.	The	estimated	capital expenditures	are	subject	to	periodic	review	and	modification	and	may	vary	based	on	the	ongoing	effects	of	regulatory	constraints,	environmental compliance,	market	volatility,	economic	trends,	and	the	ability	to	access	capital.	Management	provides	more	information	on	long-term	debt	and preferred	stock	maturities	in	Notes	5	and	6	and	to	the	financial	statements.

Entergy	New	Orleans'	sources	to	meet	its	capital	requirements	include:

cash	on	hand;	and

debt	and	preferred	stock	issuances.

Entergy	New	Orleans'	receivables	from	or	(payables	to)	the	money	pool	were	as	follows	as	of	December	31	for	each	of	the	following	years:

| 2008 | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
|  | (In\tThousands) | (In\tThousands) |  |
| $60,093 | $47,705 | ($37,166) | ($37,166) |

See	Note	4	to	the	financial	statements	for	a	description	of	the	money	pool.	As	discussed	above	in	"Bankruptcy	Proceedings",	Entergy	New Orleans	issued	notes	due	in	three	years	in	satisfaction	of	its	affiliate	prepetition	accounts	payable,	including	its	indebtedness	to	the	Entergy	System money	pool	of	$37.2	million.

Entergy	New	Orleans	has	obtained	short-term	borrowing	authorization	from	the	FERC	under	which	it	may	borrow	through	March	2010,	up	to	the aggregate	amount,	at	any	one	time	outstanding,	of	$100	million.	See	Note	4	to	the	financial	statements	for	further	discussion	of	Entergy	New Orleans'	short-term	borrowing	limits.	The	long-term	securities	issuances	of	Entergy	New	Orleans	are	limited	to	amounts	authorized	by	the	City Council,	and	the	current	authorization	extends	through	August	2010.

The	rates	that	Entergy	New	Orleans	charges	for	electricity	and	natural	gas	significantly	influence	its	financial	position,	results	of	operations,	and liquidity.	Entergy	New	Orleans	is	regulated	and	the	rates	charged	to	its	customers	are	determined	in	regulatory	proceedings.	A	governmental agency,	the	City	Council,	is	primarily	responsible	for	approval	of	the	rates	charged	to	customers.

In	October	2006,	the	City	Council	approved	a	settlement	agreement	that	resolved	Entergy	New	Orleans'	rate	and	storm-related	rider	filings	by providing	for	phased-in	rate	increases,	while	taking	into	account	with	respect	to	storm	restoration	costs	the	anticipated	receipt	of	CDBG	funding	as recommended	by	the	Louisiana	Recovery	Authority.	The	settlement	provided	for	a	0%	increase	in	electric	base	rates	through	December	2007,	with a	$3.9	million	increase	implemented	in	January	2008.	Recovery	of	all	Grand	Gulf	costs	through	the	fuel	adjustment	clause	was	continued.	Gas	base rates	increased	by	$4.75	million	in	November	2006	and	increased	by	additional	$1.5	million	in	March	2007	and	an	additional	$4.75	million	in November	2007.	The	settlement	called	for	Entergy	New	Orleans	to	file	a	base	rate	case	by	July	31,	2008,	which	it	has	done	as	discussed	below. The	settlement	agreement	discontinued	the	formula	rate	plan	and	the	generation	performance-based	plan	but	permits	Entergy	New	Orleans	to	file an	application	 to	seek	authority	 to	 implement	formula	rate	plan	mechanisms	no	sooner	 than	six	months	following	 the	effective	date	of	 the implementation	of	the	base	rates	resulting	from	the	July	31,	2008	base	rate	case.	Any	storm	costs	in	excess	of	CDBG	funding	and	insurance proceeds	will	be	addressed	in	that	base	rate	case.	The	settlement	also	authorized	a	$75	million	storm	reserve	for	damage	from	future	storms,	which will	be	created	over	a	ten-year	period	through	a	storm	reserve	rider	beginning	in	March	2007.	These	storm	reserve	funds	will	be	held	in	a	restricted escrow	account.

On	July	31,	2008,	Entergy	New	Orleans	filed	an	electric	and	gas	base	rate	case	with	the	City	Council.	The	filing	requests	an	11.75%	return	on common	equity.	On	November	13,	2008,	Entergy	New	Orleans	amended	its	rate	filing	to	incorporate	storm	reserve	treatment	inadvertently	omitted from	the	pro	forma	test	year.	The	amended	filing	calls	for	an	$18.2	million	electric	rate	reduction,	which	includes	keeping	the	recovery	credit	in effect,	as	well	as	realigning	recovery	of	approximately	$12.3	million	of	capacity	costs	from	the	fuel	adjustment	clause	to	electric	base	rates.	The amended	filing	also	calls	for	an	$8.4	million	increase	in	gas	base	rates	to	fund	ongoing	operations.	This	request	is	unrelated	to	the	ongoing	rebuild of	Entergy	New	Orleans'	natural	gas	system.	On	January	16,	2009,	the	City	Council	Advisors	filed	rebuttal	testimony	calling	for	rate	reductions	of approximately	$31	million	for	electric	operations	and	$4.8	million	for	gas	operations.	The	procedural	schedule	calls	for	a	hearing	on	the	filing	to commence	in	April	2009	with	a	decision	by	the	City	Council	on	or	before	May	15,	2009.

In	addition	to	rate	proceedings,	Entergy	New	Orleans'	fuel	costs	recovered	from	customers	are	subject	to	regulatory	scrutiny.

Entergy	New	Orleans'	facilities	and	operations	are	subject	to	regulation	by	various	governmental	authorities	having	jurisdiction	over	air	quality, water	quality,	control	of	toxic	substances	and	hazardous	solid	wastes,	and	other	environmental	matters.	Management	believes	that	Entergy	New Orleans	is	in	substantial	compliance	with	environmental	regulations	currently	applicable	to	its	facilities	and	operations.	Because	environmental regulations	are	subject	to	change,	future	compliance	costs	cannot	be	precisely	estimated.

The	preparation	of	Entergy	New	Orleans'	financial	statements	in	conformity	with	generally	accepted	accounting	principles	requires	management	to apply	appropriate	accounting	policies	and	to	make	estimates	and	judgments	that	can	have	a	significant	effect	on	reported	financial	position,	results of	operations,	and	cash	flows.	Management	has	identified	the	following	accounting	policies	and	estimates	as	critical	because	they	are	based	on assumptions	and	measurements	that	involve	a	high	degree	of	uncertainty,	and	there	is	the	potential	for	future	changes	in	the	assumptions	and measurements	that	could	produce	estimates	that	would	have	a	material	impact	on	the	presentation	of	Entergy	New	Orleans'	financial	position	or

As	discussed	in	Note	1	to	the	financial	statements,	Entergy	New	Orleans	records	an	estimate	of	the	revenues	earned	for	energy	delivered	since	the latest	 customer	 billing.	Each	month	the	estimated	unbilled	revenue	amounts	are	recorded	as	revenue	and	a	receivable,	and	the	prior	month's estimate	is	reversed.	The	difference	between	the	estimate	of	the	unbilled	receivable	at	the	beginning	of	the	period	and	the	end	of	the	period	is	the amount	of	unbilled	revenue	recognized	during	the	period.	The	estimate	recorded	is	primarily	based	upon	an	estimate	of	customer	usage	during	the unbilled	period	and	 the	billed	price	 to	customers	 in	 that	month,	 including	fuel	price.	Therefore,	revenue	recognized	may	be	affected	by	 the estimated	price	and	usage	at	the	beginning	and	end	of	each	period	and	fuel	price	fluctuations,	in	addition	to	changes	in	certain	components	of	the calculation.

|  | Change	in | Impact	on	2008 | Postretirement	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Postretirement\tBenefit\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $215 | $1,167 |
| Discount\trate | (0.25%) | $104 | $1,401 |

Total	qualified	pension	cost	for	Entergy	New	Orleans	in	2008	was	$1.6	million.	Entergy	New	Orleans	anticipates	2009	qualified	pension	cost	to	be $1.7	million.	There	was	no	required	qualified	pension	plan	funding	anticipated	for	Entergy	New	Orleans	in	2008.	Entergy	New	Orleans	anticipates a	$1.7	million	pension	contribution	in	2009.	Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and beyond,	continues	to	evolve,	be	interpreted	through	technical	corrections	bills,	and	discussed	within	the	industry	and	congressional	lawmakers. Any	changes	to	Pension	Protection	Act	as	a	result	of	these	discussions	and	efforts	may	affect	the	level	of	Entergy's	pension	contributions	in	the future.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	Entergy	New	Orleans	in	2008	were	$5	million,	including	$1.1	million	in	savings due	to	the	estimated	effect	of	future	Medicare	Part	D	subsidies.	Entergy	New	Orleans	expects	2009	postretirement	health	care	and	life	insurance benefit	costs	to	approximate	$5.9	million,	including	$1	million	in	savings	due	to	the	estimated	effect	of	future	Medicare	Part	D	subsidies.	Entergy New	Orleans	expects	to	contribute	$5.9	million	to	its	other	postretirement	plans	in	2009.

See	"New	Accounting	Pronouncements"	section	of	Entergy	Corporation	and	Subsidiaries	Management's	Discussion	and	Analysis	for	discussion of	new	accounting	pronouncements.

We	have	audited	the	accompanying	balance	sheets	of	Entergy	New	Orleans,	Inc.	(the	"Company")	as	of	December	31,	2008	and	2007,	and	the

related	statements	of	income,	of	retained	earnings,	and	of	cash	flows	(pages	351	through	356	and	applicable	items	in	pages	65	through	187)	for each	of	the	three	years	in	the	period	ended	December	31,	2008.	These	financial	statements	are	the	responsibility	of	the	Company's	management. Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	based	on	our	audits.

In	 our	 opinion,	 such	 financial	 statements	 present	 fairly,	 in	 all	 material	 respects,	 the	 financial	 position	 of	 Entergy	 New	 Orleans,	 Inc.	 as	 of December	31,	2008	and	2007,	and	the	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31, 2008,	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  | \t(In\tThousands) | \t(In\tThousands) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | $672,940 | $557,458 | $471,066 |
| Natural\tgas | 141,443 | 119,469 | 100,088 |
| TOTAL | 814,383 | 676,927 | 571,154 |
| OPERATING\tEXPENSES |  |  |  |
| Operation\tand\tMaintenance: |  |  |  |
| \t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\tgas\tpurchased\tfor\tresale | 330,472 | 243,470 | 157,535 |
| \t\tPurchased\tpower | 227,065 | 198,329 | 217,212 |
| \t\tOther\toperation\tand\tmaintenance | 108,576 | 114,254 | 78,856 |
| Taxes\tother\tthan\tincome\ttaxes | 41,641 | 38,439 | 34,953 |
| Depreciation\tand\tamortization | 32,756 | 32,287 | 31,634 |
| Reorganization\titems | - | - | 26,455 |
| Other\tregulatory\tcharges\t-\tnet | 4,114 | 4,127 | 4,160 |
| TOTAL | 744,624 | 630,906 | 550,805 |
| OPERATING\tINCOME | 69,759 | 46,021 | 20,349 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 602 | 1,736 | 3,078 |
| Interest\tand\tdividend\tincome | 9,664 | 11,583 | 4,363 |
| Miscellaneous\t-\tnet | (1,432) | (1,057) | (543) |
| TOTAL | 8,834 | 12,262 | 6,898 |
| INTEREST\tAND\tOTHER\tCHARGES |  |  |  |
| Interest\ton\tlong-term\tdebt | 12,465 | 12,978 | 4,069 |
| Other\tinterest\t-\tnet | 8,517 | 8,519 | 15,260 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (388) | (1,302) | (2,477) |
| TOTAL | 20,594 | 20,195 | 16,852 |
| INCOME\tBEFORE\tINCOME\tTAXES | 57,999 | 38,088 | 10,395 |
| Income\ttaxes | 23,052 | 13,506 | 5,051 |
| NET\tINCOME | 34,947 | 24,582 | 5,344 |
| Preferred\tdividend\trequirements\tand\tother | 965 | 1,126 | 1,286 |
| EARNINGS\tAPPLICABLE\tTO\nCOMMON\tSTOCK | $33,982 | $23,456 | $4,058 |

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  |  | (In\tThousands) |  |
| OPERATING\tACTIVITIES |  |  |  |
| Net\tincome | $34,947 | $24,582 | $5,344 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tflow\tprovided\tby\t(used\tin)\toperating\tactivities: |  |  |  |
| \t\tOther\tregulatory\tcharges\t-\tnet | 4,114 | 4,127 | 4,160 |
| \t\tDepreciation\tand\tamortization | 32,756 | 32,288 | 31,634 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | 3,420 | 30,642 | 54,395 |
| \t\tChanges\tin\tworking\tcapital: |  |  |  |
| \t\t\t\tReceivables | (7,857) | 11,563 | 6,334 |
| \t\t\t\tFuel\tinventory | (3,698) | 541 | 3,007 |
| \t\t\t\tAccounts\tpayable | 5,157 | (26,746) | 4,313 |
| \t\t\t\tTaxes\taccrued | 15,365 | 2,895 | 2,086 |
| \t\t\t\tInterest\taccrued | (1,287) | (12,787) | 15,336 |
| \t\t\t\tDeferred\tfuel\tcosts | (4,546) | 1,715 | 11,597 |
| \t\t\t\tOther\tworking\tcapital\taccounts | (2,009) | 9,473 | (1,069) |
| \t\tProvision\tfor\testimated\tlosses\tand\treserves | (3,720) | 5,944 | 496 |
| \t\tChanges\tin\tother\tregulatory\tassets | (35,134) | 181,061 | (78,899) |
| \t\tChanges\tin\tpension\tand\tother\tpostretirement\tliabilities | 33,838 | (44,549) | 33,984 |
| \t\tOther | 15,782 | (13,355) | 2,712 |
| Net\tcash\tflow\tprovided\tby\toperating\tactivities | 87,128 | 207,394 | 95,430 |
| INVESTING\tACTIVITIES |  |  |  |
| Construction\texpenditures | (103,298) | (93,676) | (76,128) |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 602 | 1,736 | 3,078 |
| Insurance\tproceeds | 102,914 | 56,430 | - |
| Proceeds\tfrom\tthe\tsale\tof\tassets | - | 10,046 | - |
| Change\tin\tmoney\tpool\treceivable\t-\tnet | (12,389) | (47,705) | - |
| Changes\tin\tother\tinvestments\t-\tnet | 2,394 | (5,272) | - |
| Net\tcash\tflow\tused\tin\tinvesting\tactivities | (9,777) | (78,441) | (73,050) |
| FINANCING\tACTIVITIES |  |  |  |
| Repayment\ton\tDIP\tcredit\tfacility | - | (51,934) | (38,066) |
| Retirement\tof\tlong-term\tdebt | (30,952) | (208) | - |
| Changes\tin\tshort-term\tborrowings | - | - | (15,000) |
| Dividends\tpaid: |  |  |  |
| \t\tPreferred\tstock | (965) | (1,894) | (277) |
| Net\tcash\tflow\tused\tin\tfinancing\tactivities | (31,917) | (54,036) | (53,343) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | 45,434 | 74,917 | (30,963) |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 92,010 | 17,093 | 48,056 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $137,444 | $92,010 | $17,093 |
| SUPPLEMENTAL\tDISCLOSURE\tOF\tCASH\tFLOW\tINFORMATION:\nCash\tpaid/(received)\tduring\tthe\tperiod\tfor: |  |  |  |
| \t\tInterest\t-\tnet\tof\tamount\tcapitalized | $21,557 | $24,450 | $3,255 |
| \t\tIncome\ttaxes | $5,821 | ($3,571) | ($57,193) |

ENTERGY	NEW	ORLEANS,	INC. BALANCE	SHEETS ASSETS

| Cash | $1,119 | $119 |
| :--- | :--- | :--- |
| \t\tTemporary\tcash\tinvestments\t-\tat\tcost |  |  |
| \t\t\t\twhich\tapproximates\tmarket | 136,325 | 91,891 |
| \t\t\t\t\tTotal\tcash\tand\tcash\tequivalents | 137,444 | 92,010 |
| Accounts\treceivable: |  |  |
| \t\tCustomer | 53,934 | 45,478 |
| \t\tAllowance\tfor\tdoubtful\taccounts | (1,112) | (4,639) |
| \t\tAssociated\tcompanies | 70,608 | 58,952 |
| \t\tOther | 3,270 | 9,928 |
| \t\tAccrued\tunbilled\trevenues | 28,107 | 24,842 |
| \t\t\t\t\tTotal\taccounts\treceivable | 154,807 | 134,561 |
| Deferred\tfuel\tcosts | 21,827 | 17,281 |
| Fuel\tinventory\t-\tat\taverage\tcost | 8,198 | 4,500 |
| Materials\tand\tsupplies\t-\tat\taverage\tcost | 9,472 | 9,007 |
| Prepayments\tand\tother | 4,483 | 2,539 |
| TOTAL | 336,231 | 259,898 |
| OTHER\tPROPERTY\tAND\tINVESTMENTS |  |  |
| Investment\tin\taffiliates\t-\tat\tequity | 3,259 | 3,259 |
| Non-utility\tproperty\tat\tcost\t(less\taccumulated\tdepreciation) | 1,016 | 1,016 |
| Other\tproperty\tand\tinvestments | 2,878 | 5,272 |
| TOTAL | 7,153 | 9,547 |
| UTILITY\tPLANT |  |  |
| Electric | 767,327 | 745,426 |
| Natural\tgas | 197,231 | 201,870 |
| Construction\twork\tin\tprogress | 22,314 | 14,144 |
| TOTAL\tUTILITY\tPLANT | 986,872 | 961,440 |
| Less\t-\taccumulated\tdepreciation\tand\tamortization | 542,499 | 507,537 |
| UTILITY\tPLANT\t-\tNET | 444,373 | 453,903 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tOther\tregulatory\tassets | 208,524 | 143,726 |
| Other | 7,254 | 9,121 |
| TOTAL | 215,778 | 152,847 |
| TOTAL\tASSETS | $1,003,535 | $876,195 |

# ENTERGY	NEW	ORLEANS,	INC. BALANCE	SHEETS

| Currently	maturing	long-term	debt | $	- | $30,000 |
| :--- | :--- | :--- |
| Accounts\tpayable: |  |  |
| \t\tAssociated\tcompanies | 24,523 | 27,138 |
| \t\tOther | 39,327 | 23,366 |
| Customer\tdeposits | 18,944 | 17,803 |
| Taxes\taccrued | 20,346 | 4,981 |
| Accumulated\tdeferred\tincome\ttaxes | 7,387 | 1,754 |
| Interest\taccrued | 3,930 | 5,217 |
| Other | 9,203 | 9,944 |
| TOTAL\tCURRENT\tLIABILITIES | 123,660 | 120,203 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 112,827 | 114,729 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 2,471 | 2,809 |
| SFAS\t109\tregulatory\tliability\t-\tnet | 72,046 | 73,613 |
| Other\tregulatory\tliabilities | 12,040 | 9,522 |
| Asset\tretirement\tcost\tliabilities | 2,966 | 2,772 |
| Accumulated\tprovisions | 10,609 | 14,329 |
| Pension\tand\tother\tpostretirement\tliabilities | 49,322 | 15,484 |
| Long-term\tdebt | 272,973 | 273,912 |
| Gas\tsystem\trebuild\tinsurance\tproceeds | 98,418 | 36,958 |

| Other | 14,997 | 14,640 |
| :--- | :--- | :--- |
| TOTAL\tNON-CURRENT\tLIABILITIES | 648,669 | 558,768 |
| Commitments\tand\tContingencies |  |  |
| SHAREHOLDERS'\tEQUITY |  |  |
| Preferred\tstock\twithout\tsinking\tfund | 19,780 | 19,780 |
| Common\tstock,\t$4\tpar\tvalue,\tauthorized\t10,000,000 |  |  |
| \tshares;\tissued\tand\toutstanding\t8,435,900\tshares\tin\t2008 |  |  |
| \tand\t2007 | 33,744 | 33,744 |
| Paid-in\tcapital | 36,294 | 36,294 |
| Retained\tearnings | 141,388 | 107,406 |
| TOTAL | 231,206 | 197,224 |
| TOTAL\tLIABILITIES\tAND\tSHAREHOLDERS'\tEQUITY | $1,003,535 | $876,195 |

| Retained	Earnings,	January	1 | $107,406 | $83,950 | $79,892 |
| :--- | :--- | :--- | :--- |
| \t\tAdd:\n\t\t\t\tNet\tincome | 34,947 | 24,582 | 5,344 |
| \t\tDeduct:\n\t\t\t\tDividends\tdeclared\ton\tpreferred\tstock | 965 | 1,126 | 1,286 |
| Retained\tEarnings,\tDecember\t31 | $141,388 | $107,406 | $83,950 |

(1)	Includes	long-term	debt	(excluding	currently	maturing	debt).

		Sales	for	resale:

| Associated	companies | 1,336 | 995 | 519 | 1,705 | 1,514 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| \t\t\t\tNon-associated\tcompanies | 25 | 15 | 779 | 336 | 25 |
| \t\t\t\t\tTotal | 5,844 | 5,309 | 5,057 | 6,753 | 7,594 |

# ENTERGY	TEXAS,	INC.

Entergy	Texas	will	purchase	from	Entergy	Gulf	States	Louisiana	pursuant	to	a	life-of-unit	PPA	a	42.5%	share	of	capacity	and	energy	from	the	70% of	River	Bend	subject	to	retail	regulation.	Entergy	Texas	was	allocated	a	share	of	River	Bend's	nuclear	and	environmental	liabilities	that	is	identical to	the	share	of	the	plant's	output	purchased	by	Entergy	Texas	under	the	PPA.	Entergy	Gulf	States	Louisiana	will	purchase	a	57.5%	share	of capacity	and	energy	from	the	gas-fired	generating	plants	owned	by	Entergy	Texas,	and	Entergy	Texas	will	purchase	a	42.5%	share	of	capacity	and energy	from	the	gas-fired	generating	plants	owned	by	Entergy	Gulf	States	Louisiana.	The	PPAs	associated	with	the	gas-fired	generating	plants	will terminate	when	retail	open	access	commences	in	Entergy	Texas'	jurisdiction	or	when	the	unit(s)	is	no	longer	dispatched	by	the	Entergy	System.	If Entergy	Texas	implements	retail	open	access,	it	will	terminate	its	participation	in	the	System	Agreement,	except	for	the	portion	of	the	System Agreement	related	to	transmission	equalization.	The	dispatch	and	operation	of	the	generating	plants	will	not	change	as	a	result	of	the	jurisdictional separation.

Pursuant	to	the	LPSC	order	approving	the	jurisdictional	separation	plan,	Entergy	Gulf	States	Louisiana	has	made	two	compliance	filings	in	2008. On	March	31,	2008,	Entergy	Gulf	States	Louisiana	made	its	jurisdictional	separation	plan	balance	sheet	compliance	filing	with	the	LPSC.	On	June 11,	2008,	Entergy	Gulf	States	Louisiana	made	its	revenue	and	expense	compliance	filing.	Although	formal	approval	of	the

PUCT	was	not	required	for	implementation	of	the	jurisdictional	separation,	Entergy	Texas	sought	input	from	the	PUCT	and	kept	the	PUCT informed	of	the	status	of	the	separation.

Because	the	jurisdictional	separation	was	a	transaction	involving	entities	under	common	control,	Entergy	Texas	recognized	the	assets	and	liabilities allocated	to	it	at	their	carrying	amounts	in	the	accounts	of	Entergy	Gulf	States,	Inc.	at	the	time	of	the	jurisdictional	separation.	Entergy	Texas' financial	statements	report	results	of	operations	for	2007	as	though	the	jurisdictional	separation	had	occurred	at	the	beginning	of	2007,	and	presents its	2007	balance	sheet	and	other	financial	information	as	of	the	beginning	of	2007	as	though	the	assets	and	liabilities	had	been	allocated	at	that date.		Financial	statements	and	financial	information	presented	for	prior	periods	have	also	been	presented	on	that	basis	to	furnish	comparative information.

# Hurricane	Ike

In	September	2008,	Hurricane	Ike	caused	catastrophic	damage	to	Entergy	Texas'	service	territory.	The	storm	resulted	in	widespread	power	outages, significant	damage	to	distribution,	transmission,	and	generation	infrastructure,	and	the	loss	of	sales	during	the	power	outages.	Total	restoration costs	for	the	repair	and/or	replacement	of	Entergy	Texas'	electric	facilities	damaged	by	Hurricane	Ike	are	estimated	to	be	in	the	range	of	$585 million	to	$605	million,	including	a	small	amount	for	Hurricane	Gustav	damage.	Entergy	Texas	is	considering	all	reasonable	avenues	to	recover storm-related	costs,	including,	but	not	limited	to,	federal	and	local	cost	recovery	mechanisms,	including	requests	for	Community	Development Block	Grant	funding;	securitization;	and	insurance,	to	the	extent	deductibles	are	met.	Entergy	Texas	expects	to	initiate	its	storm	cost	recovery proceedings	in	the	spring	of	2009,	because	new	securitization	legislation	is	required	for	it	to	securitize	its	Hurricane	Ike	restoration	costs.	The

Texas	legislative	session	began	in	January	2009.	Entergy	is	currently	evaluating	the	amount	of	the	losses	covered	by	insurance	for	Entergy	and each	of	the	affected	Utility	operating	companies.	Because	most	of	its	Hurricane	Gustav	damage	was	to	distribution	and	transmission	facilities	that are	generally	not	covered	by	property	insurance,	Entergy	does	not	expect	to	meet	its	deductibles	for	that	storm.	Because	Hurricane	Ike	caused	more damage	by	flooding	and	also	caused	more	damage	to	generation	facilities	as	compared	to	Hurricane	Gustav,	it	is	more	likely	that	Entergy	will	meet its	deductibles	for	that	storm.

Entergy	Texas	has	recorded	the	estimated	costs	incurred,	including	payments	already	made,	that	were	necessary	to	return	customers	to	service. Entergy	Texas	has	recorded	approximately	$358	million	as	regulatory	assets	and	approximately	$179	million	in	construction	expenditures.	Entergy Texas	recorded	the	regulatory	assets	in	accordance	with	its	accounting	policies	and	based	on	historic	treatment	of	such	costs	in	its	service	territory, because	management	believes	that	recovery	through	some	form	of	regulatory	mechanism	is	probable.	Because	Entergy	Texas	has	not	gone	through the	regulatory	process	regarding	these	storm	costs,	however,	there	is	an	element	of	risk,	and	Entergy	Texas	is	unable	to	predict	with	certainty	the degree	of	success	it	may	have	in	its	recovery	initiatives,	the	amount	of	restoration	costs	that	ultimately	recover,	or	the	timing	of	such	recovery.

Net	income	decreased	$1	million	primarily	due	to	higher	depreciation	and	amortization	expenses	and	lower	other	income,	partially	offset	by	lower interest	and	other	charges	and	a	lower	effective	income	tax	rate.

Net	income	increased	$4.8	million	primarily	due	to	higher	net	revenue	partially	offset	by	lower	other	income,	higher	interest	and	other	charges,	and a	higher	effective	income	tax	rate.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2007\tnet\trevenue | $442.3 |
| Volume/weather | (4.6) |
| Reserve\tequalization | (3.3) |
| Securitization\ttransition\tcharge | 9.1 |
| Fuel\trecovery | 7.5 |
| Other | (10.1) |
| 2008\tnet\trevenue | $440.9 |

The	volume/weather	variance	is	primarily	due	to	decreased	usage	during	the	unbilled	sales	period.	See	"Critical	Accounting	Estimates"	below and	Note	1	to	the	financial	statements	for	further	discussion	of	the	accounting	for	unbilled	revenues.

The	reserve	equalization	variance	is	primarily	due	to	lower	reserve	equalization	revenue	related	to	changes	in	the	Entergy	System	generation	mix compared	to	the	same	period	in	2007.

The	 securitization	 transition	 charge	 variance	 is	 primarily	 due	 to	 the	 issuance	 of	 securitization	 bonds.	In	 June	 2007,	 Entergy	 Gulf	 States Reconstruction	 Funding	 I,	 a	 company	 wholly-owned	 and	 consolidated	 by	 Entergy	Texas,	 issued	 securitization	 bonds	 and	 with	 the	 proceeds purchased	from	Entergy	Texas	the	transition	property,	which	is	the	right	to	recover	from	customers	through	a	transition	charge	amounts	sufficient to	service	the	securitization	bonds.	See	Note	5	to	the	financial	statements	for	additional	information	regarding	the	securitization	bonds.

The	fuel	recovery	variance	is	primarily	due	to	a	reserve	for	potential	rate	refunds	made	in	the	first	quarter	2007	as	a	result	of	a	PUCT	ruling	related to	the	application	of	past	PUCT	rulings	addressing	transition	to	competition	in	Texas.

Gross	operating	revenues	increased	$229.3	million	primarily	due	to	the	following	reasons:

an	increase	of	$157	million	in	fuel	cost	recovery	revenues	due	to	higher	fuel	rates	and	increased	usage,	partially	offset	by	interim	fuel	refunds to	customers	for	fuel	cost	recovery	over-collections	through	November	2007.	The	refund	was	distributed	over	a	two-month	period	beginning February	2008.	The	interim	refund	and	the	PUCT	approval	is	discussed	in	Note	2	to	the	financial	statements;

an	increase	of	$37.1	million	in	affiliated	wholesale	revenue	primarily	due	to	increases	in	the	cost	of	energy;

an	increase	in	transition	charge	amounts	collected	from	customers	to	service	the	securitization	bonds	as	discussed	above.	See	Note	5	to	the financial	statements	for	additional	information	regarding	the	securitization	bonds;	and

implementation	of	an	interim	surcharge	to	collect	$10.3	million	in	under-recovered	incremental	purchased	capacity	costs	incurred	through July	2007.	The	surcharge	was	collected	over	a	two-month	period	beginning	February	2008.	The	incremental	capacity	recovery	rider	and PUCT	approval	is	discussed	in	Note	2	to	the	financial	statements.

Fuel	and	purchased	power	expenses	increased	primarily	due	to	an	increase	in	power	purchases	as	a	result	of	the	purchased	power	agreements between	Entergy	Gulf	States	Louisiana	and	Entergy	Texas	and	an	increase	in	the	average	market	prices	of	purchased	power	and	natural	gas, substantially	offset	by	a	decrease	in	deferred	fuel	expense	as	a	result	of	decreased	recovery	from	customers	of	fuel	costs.

Other	regulatory	charges	increased	primarily	due	to	an	increase	of	$6.9	million	in	the	recovery	of	bond	expenses	related	to	the	securitization	bonds. The	recovery	became	effective	July	2007.	See	Note	5	to	the	financial	statements	for	additional	information	regarding	the	securitization	bonds.

|  | Amount |
| :--- | :--- |
|  | (In\tMillions) |
| 2006\tnet\trevenue | $403.3 |
| Purchased\tpower\tcapacity | 13.1 |
| Securitization\ttransition\tcharge | 9.9 |
| Volume/weather | 9.7 |
| Transmission\trevenue | 6.1 |
| Base\trevenue | 2.6 |
| Other | (2.4) |
| 2007\tnet\trevenue | $442.3 |

The	purchased	power	capacity	variance	is	due	to	changes	in	the	purchased	power	capacity	costs	included	in	the	calculation	in	2007	compared	to 2006	used	to	bill	generation	costs	between	Entergy	Texas	and	Entergy	Gulf	States	Louisiana.

The	securitization	transition	charge	variance	is	due	to	the	issuance	of	securitization	bonds.	As	discussed	above,	in	June	2007,	EGSRF	I,	a	company wholly-owned	and	consolidated	by	Entergy	Texas,	issued	securitization	bonds	and	with	the	proceeds	purchased	from	Entergy	Texas	the	transition property,	which	is	the	right	to	recover	from	customers	through	a	transition	charge	amounts	sufficient	to	service	the	securitization	bonds.	See	Note	5 to	the	financial	statements	herein	for	details	of	the	securitization	bond	issuance.

The	volume/weather	variance	is	due	to	increased	electricity	usage	on	billed	retail	sales,	including	the	effects	of	more	favorable	weather	in	2007 compared	to	the	same	period	in	2006.	The	increase	is	also	due	to	an	increase	in	usage	during	the	unbilled	sales	period.	Retail	electricity	usage increased	a	 total	of	139	GWh	 in	all	sectors.	See	"Critical	Accounting	Estimates"	below	and	Note	1	 to	 the	financial	statements	for	further discussion	of	the	accounting	for	unbilled	revenues.

The	transmission	revenue	variance	is	due	to	an	increase	in	rates	effective	June	2007	and	new	transmission	customers	in	late	2006.

The	base	revenue	variance	is	due	to	the	transition	to	competition	rider	that	began	in	March	2006.	Refer	to	Note	2	to	the	financial	statements	for further	discussion	of	the	rate	increase.

Gross	operating	revenues	decreased	primarily	due	to	a	decrease	of	$179	million	in	fuel	cost	recovery	revenues	due	to	lower	fuel	rates	and	fuel refunds.	The	decrease	was	partially	offset	by	the	$39	million	increase	in	net	revenue	described	above	and	an	increase	of	$44	million	in	wholesale revenues,	including	$30	million	from	the	System	Agreement	cost	equalization	payments	from	Entergy	Arkansas.	The	receipt	of	such	payments	is being	refunded	to	customers	by	crediting	deferred	fuel	costs	and	reducing	fuel	rates	ultimately	charged	to	customers.	As	a	result,	the	System Agreement	cost	equalization	receipt	and	refund	to	customers	have	no	effect	on	net	income.

Fuel	and	purchased	power	expenses	decreased	primarily	due	to	a	decrease	in	deferred	fuel	expense	due	to	lower	fuel	rates.

Other	regulatory	charges	increased	primarily	due	to	the	recovery	of	$10.4	million	of	bond	expenses	related	to	the	bond	securitization,	as	discussed above.	The	recovery	became	effective	in	July	2007.	See	Note	5	to	the	financial	statements	herein	for	details	of	the	securitization	bond	issuance.

a	decrease	of	$4.7	million	in	transmission	spending	primarily	due	to	lower	transmission	equalization	expenses;

a	decrease	of	$3.9	million	in	plant	maintenance	costs;	and

a	decrease	of	$3.6	million	in	customer	service	support	costs,	including	a	decrease	in	customer	account	write-offs.

The	decrease	was	partially	offset	by	an	increase	of	$7.3	million	due	to	the	write-off	of	certain	disallowed	costs	resulting	from	the	December	2008 rate	case	settlement	agreement	filed	with	the	PUCT	and	an	increase	of	$1.7	in	payroll	and	payroll-related	costs.	The	rate	case	settlement	agreement is	discussed	in	Note	2	to	the	financial	statements.

Other	income	decreased	primarily	due	to	the	absence	of	carrying	charges	on	storm	restoration	costs	that	were	approved	by	the	PUCT	in	the	fourth quarter	2006	and	a	decrease	in	interest	earned	on	money	pool	investments.	In	June	2007,	Entergy	Gulf	States	Reconstruction	Funding	I,	LLC	issued securitization	bonds	and	the	carrying	charges	ended.	The	PUCT	approval	of	carrying	charges,	the	securitization	filing	and	the	approval	for	the

recovery	of	reconstruction	costs	are	discussed	in	Note	2	to	the	financial	statements.	The	decrease	was	partially	offset	by	an	increase	in	taxes collected	on	advances	for	transmission	projects	which	is	offset	in	income	tax	expense.

Interest	and	other	charges	decreased	primarily	due	to	the	absence	of	interest	recorded	on	advances	from	independent	power	producers	per	a	FERC order	during	the	first	quarter	2007	and	a	decrease	in	first	mortgage	bonds	outstanding	under	the	debt	assumption	agreement.	This	decrease	was partially	offset	by	an	increase	in	interest	charges	recorded	on	the	securitization	bonds	which	were	issued	during	the	second	quarter	2007.	See	Note 5	to	the	financial	statements	for	additional	information	regarding	the	securitization	bonds.

a	credit	of	$3.3	million	recorded	during	2006	as	a	result	of	Entergy	Texas	going	from	a	market-based	rate	authority	to	a	cost-based	rate authority	for	the	wholesale	business,	which	resulted	in	reinstating	the	application	of	regulatory	accounting	principles	to	that	business;	and a	gain	of	$2	million	on	the	disposition	of	property	in	2006.

Interest	and	other	charges	increased	primarily	due	to	the	increase	in	long-term	debt	outstanding	as	a	result	of	the	issuance	of	securitization	bonds during	the	second	quarter	2007	in	addition	to	higher	interest	on	deferred	fuel	costs.	See	Note	5	to	the	financial	statements	herein	for	details	of	the securitization	bond	issuance.

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $297,082 | $77,115 | $9,383 |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | 764 | 175,991 | 326,659 |
| Investing\tactivities | (116,887) | (234,716) | (166,488) |
| Financing\tactivities | (178,720) | 278,692 | (92,439) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (294,843) | 219,967 | 67,732 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $2,239 | $297,082 | $77,115 |

Net	cash	flow	provided	by	operating	activities	decreased	$175.2	million	in	2008	compared	to	2007	primarily	due	to	Hurricane	Ike	restoration spending,	decreased	recovery	of	deferred	fuel	costs,	and	an	increase	of	$9.9	million	in	pension	contributions,	partially	offset	by	the	timing	of collections	of	receivables	from	customers	and	payments	to	vendors.	The	decreased	fuel	recovery	was	primarily	caused	by	the	$71	million	fuel	cost over-recovery	refund	that	is	discussed	in	Note	2	to	the	financial	statements,	in	addition	to	the	over-recovery	of	fuel	costs	for	the	year	ended December	31,	2007	compared	to	under-recovering	for	the	year	ended	December	31,	2008.	Fuel	prices	increased	and	due	to	the	time	lag	before	the fuel	recovery	rate	increases	in	response,	Entergy	Texas	has	under-recovered	fuel	costs	in	2008.

Cash	flow	from	operations	decreased	$150.7	million	in	2007	compared	to	2006	primarily	due	to:

income	tax	refunds	of	$21	million	received	in	2006,	as	discussed	below,	compared	to	$1.9	million	received	in	2007;

the	increased	collection	of	deferred	fuel	costs	in	2006,	as	discussed	below,	along	with	a	$109.4	million	fuel	cost	over-recovery	refund	made to	customers	over	a	two-month	period	beginning	in	July	2007.	Entergy	Texas'	fuel	cost	recovery	mechanisms	and	proceedings	are	discussed more	thoroughly	in	Note	2	to	the	financial	statements;	and

the	timing	of	collections	of	receivables	from	customers	and	payments	to	vendors	compared	to	2006.

Net	cash	used	in	investing	activities	decreased	$117.8	million	in	2008	compared	to	2007	primarily	due	to	money	pool	activity,	partially	offset	by	an increase	in	distribution	construction	expenditures	primarily	due	to	Hurricane	Ike.

Decreases	in	Entergy	Texas'	receivable	from	the	money	pool	are	a	source	of	cash	flow,	and	Entergy	Texas'	receivable	from	the	money	pool decreased	 by	 $154.2	 million	 for	 2008	 compared	 to	 increasing	 by	 $56.9	 million	 for	 2007.	The	 money	 pool	 is	 an	 inter-company	 borrowing arrangement	designed	to	reduce	Entergy's	subsidiaries	need	for	external	short-term	borrowings.

Net	cash	used	in	investing	activities	increased	$68.2	million	in	2007	compared	to	2006	primarily	due	to	money	pool	activity.	The	increase	was partially	offset	by	a	decrease	of	$50.4	million	in	construction	expenditures	due	to	storm-related	spending	in	2006.	Hurricane	Rita	caused	increased

construction	spending	for	Entergy	Texas	in	both	2005	and	2006.

Increases	in	Entergy	Texas'	receivable	from	the	money	pool	are	a	use	of	cash	flow,	while	a	decrease	in	the	receivable	is	a	source	of	cash	flow,	and Entergy	Texas'	receivable	from	the	money	pool	increased	by	$56.9	million	in	2007	compared	to	decreasing	by	$39.3	million	in	2006.

Financing	activities	used	cash	of	$178.7	million	for	2008	compared	to	providing	cash	of	$278.7	million	for	2007	primarily	due	to:

the	issuance	of	$329.5	million	of	securitization	bonds	in	June	2007.	See	Note	5	to	the	financial	statements	for	additional	information regarding	the	securitization	bonds;

the	retirement	of	$327.5	million	of	long-term	debt	in	2008;	and

$150	million	of	capital	returned	to	Entergy	Corporation	in	February	2008.	After	the	effects	of	Hurricane	Katrina	and	Hurricane	Rita,	Entergy Corporation	made	a	$300	million	capital	contribution	to	Entergy	Gulf	States,	Inc.	in	2005,	which	was	part	of	Entergy's	financing	plan	that provided	liquidity	and	capital	resources	to	Entergy	and	its	subsidiaries	while	storm	restoration	cost	recovery	was	pursued.

The	use	of	cash	was	partially	offset	by:

borrowing	$160	million	from	Entergy	Corporation	in	December	2008	as	discussed	below;

borrowings	of	$100	million	on	Entergy	Texas'	credit	facility;	and

Increases	in	Entergy	Texas'	payable	to	the	money	pool	are	a	source	of	cash	flow,	and	Entergy	Texas'	payable	to	the	money	pool	increased	by	$50.8 million	for	2008.	The	money	pool	is	an	inter-company	borrowing	arrangement	designed	to	reduce	Entergy's	subsidiaries	need	for	external	short- term	borrowings.

Financing	activities	provided	cash	of	$278.7	million	in	2007	compared	to	using	cash	of	$92.4	million	in	2006	primarily	due	to	the	issuance	of $329.5	million	of	securitization	bonds	in	2007.	The	securitization	bonds	were	issued	as	a	means	of	recovering	hurricane	reconstruction	costs.	See Note	5	to	the	financial	statements	for	details	of	the	securitization	bond	issuance.

Entergy	Texas'	capitalization	is	balanced	between	equity	and	debt,	as	shown	in	the	following	table.

Net	debt	consists	of	debt	less	cash	and	cash	equivalents.	Debt	consists	of	notes	payable,	capital	lease	obligations,	preferred	stock	with	sinking	fund, and	long-term	debt,	including	the	currently	maturing	portion.	Capital	consists	of	debt	and	shareholders'	equity.	Net	capital	consists	of

capital	less	cash	and	cash	equivalents.	Entergy	Texas	uses	the	net	debt	to	net	capital	ratio	in	analyzing	its	financial	condition	and	believes	it provides	useful	information	to	its	investors	and	creditors	in	evaluating	Entergy	Texas'	financial	condition.

Entergy	Texas	requires	capital	resources	for:

debt	maturities,	including	payments	under	the	debt	assumption	agreement	with	Entergy	Gulf	States	Louisiana;

Following	are	the	amounts	of	Entergy	Texas'	planned	construction	and	other	capital	investments,	existing	debt	and	lease	obligations	(includes estimated	interest	payments),	and	other	purchase	obligations:

|  | 2009 | 2010-2011 | 2012-2013 | after	2013 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Planned\tconstruction\tand |  |  |  |  |  |
| \t\tcapital\tinvestment\t(1) | $118 | $254 | N/A | N/A | $372 |
| Long-term\tdebt | $162 | $747 | $211 | $325 | $1,445 |
| Operating\tleases | $5 | $9 | $7 | $3 | $24 |
| Purchase\tobligations\t(2) | $210 | $443 | $221 | $- | $874 |

(2) Purchase	 obligations	 represent	 the	 minimum	 purchase	 obligation	 or	 cancellation	 charge	 for contractual	 obligations	 to	 purchase	 goods	 or	 services.	For	 Entergy	 Texas,	 it	 primarily	 includes unconditional	fuel	and	purchased	power	obligations.

In	 addition	 to	 the	 contractual	 obligations	 given	 above,	 Entergy	Texas	 expects	 to	 spend	 approximately	 $59	 million	 related	 to	 Hurricane	 Ike restoration	work	in	2009-2010.	Also,	Entergy	Texas	expects	to	contribute	$4.1	million	to	its	pension	plans	and	$7.7	million	to	other	postretirement plans	in	2009.	Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and	beyond,	may	affect	the	level	of Entergy	Texas'	pension	contributions	in	the	future.	Also	in	addition	to	the	contractual	obligations,	Entergy	Texas	has	$39.2	million	of	unrecognized tax	benefits	and	interest	for	which	the	timing	of	payments	beyond	12	months	cannot	be	reasonably	estimated	due	to	uncertainties	in	the	timing	of effective	settlement	of	tax	positions.	See	Note	3	to	the	financial	statements	for	additional	information	regarding	unrecognized	tax	benefits.

The	planned	construction	and	capital	investments	given	above	do	not	include	the	potentially	significant	costs	associated	with	the	ultimate	decision on	Entergy	Texas'	qualified	power	region	proceeding	that	is	discussed	in	Note	2	to	the	financial	statements.

As	a	wholly-owned	subsidiary,	Entergy	Texas	pays	dividends	to	Entergy	Corporation	from	its	earnings	at	a	percentage	determined	monthly. Entergy	Texas'	 long-term	debt	 indentures	contain	restrictions	on	 the	payment	of	cash	dividends	or	other	distributions	on	 its	common	stock. Currently,	all	of	Entergy	Texas'	retained	earnings	are	available	for	distribution.

Entergy	Texas'	sources	to	meet	its	capital	requirements	include:

Entergy	Texas	may	refinance	or	redeem	debt	prior	to	maturity,	to	the	extent	market	conditions	and	interest	and	dividend	rates	are	favorable.

All	debt	and	common	and	preferred	stock	issuances	by	Entergy	Texas	require	prior	regulatory	approval.	Preferred	stock	and	debt	issuances	are	also subject	to	issuance	tests	set	forth	in	its	corporate	charter,	bond	indentures,	and	other	agreements.	Entergy	Texas	has	sufficient	capacity	under	these tests	to	meet	its	foreseeable	capital	needs.	Entergy	Gulf	States,	Inc.	filed	with	the	FERC	an	application,	on	behalf	of	Entergy	Texas,	for	authority	to issue	up	to	$200	million	of	short-term	debt,	up	to	$300	million	of	tax-exempt	bonds,	and	up	to	$1.3	billion	of	other	long-term	securities,	including common	and	preferred	or	preference	stock	and	long-term	debt.	On	November	8,	2007,	the	FERC	issued	orders	granting	the	requested	authority	for a	two-year	period	ending	November	8,	2009.

Entergy	Texas'	receivables	from	or	(payables	to)	the	money	pool	were	as	follows	as	of	December	31	for	each	of	the	following	years:

| 2008 | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
|  | (In\tThousands) | (In\tThousands) |  |
| ($50,794) | $154,176 | $97,277 | $136,545 |

Entergy	Texas	has	a	credit	facility	in	the	amount	of	$100	million	scheduled	to	expire	in	August	2012.	As	of	December	31,	2008,	$100	million	was outstanding	on	the	credit	facility.	In	February	2009,	Entergy	Texas	repaid	its	credit	facility	with	the	proceeds	from	the	bond	issuance	discussed below.

On	June	2,	2008	and	December	8,	2008,	under	the	terms	of	the	debt	assumption	agreement	between	Entergy	Texas	and	Entergy	Gulf	States Louisiana	that	is	discussed	in	Note	5	to	the	financial	statements,	Entergy	Texas	paid	at	maturity	$148.8	million	and	$160.3	million,	respectively,	of Entergy	Gulf	States	Louisiana	first	mortgage	bonds,	which	results	in	a	corresponding	decrease	in	Entergy	Texas'	debt	assumption	liability.

In	December	2008,	Entergy	Texas	borrowed	$160	million	from	its	parent	company,	Entergy	Corporation,	under	a	$300	million	revolving	credit facility	pursuant	to	an	Inter-Company	Credit	Agreement	between	Entergy	Corporation	and	Entergy	Texas.	 This	borrowing	would	have	matured	on December	3,	2013.	Entergy	Texas	used	these	borrowings,	together	with	other	available	corporate	funds,	to	pay	at	maturity	the	portion	of	the	$350 million	Floating	Rate	series	of	First	Mortgage	Bonds	due	December	2008	that	had	been	assumed	by	Entergy	Texas,	and	that	bond	series	is	no longer	outstanding.	In	January	2009,	Entergy	Texas	repaid	its	$160	million	note	payable	to	Entergy	Corporation	with	the	proceeds	from	the	bond issuance	discussed	below.

# Hurricane	Rita

In	 September	 2005,	 Hurricane	 Rita	 hit	 Entergy	Texas'	 service territory.	The	storm	resulted in	power	outages;	significant	damage to	electric

distribution,	transmission,	and	generation	infrastructure;	and	the	temporary	loss	of	sales	and	customers	due	to	mandatory	evacuations.	Entergy Texas	 is	pursuing	a	range	of	 initiatives	 to	recover	storm	restoration	and	business	continuity	costs	and	 incremental	 losses.	Initiatives	 include obtaining	reimbursement	of	certain	costs	covered	by	insurance	and	pursuing	recovery	through	existing	or	new	rate	mechanisms	regulated	by	the FERC	and	local	regulatory	bodies,	in	combination	with	securitization.

See	Note	8	to	the	financial	statements	for	a	discussion	of	Entergy's	conventional	property	insurance	program.	Entergy	has	received	a	total	of	$277 million	as	of	December	31,	2008	on	its	Hurricane	Katrina	and	Hurricane	Rita	insurance	claims,	including	the	settlements	of	its	Hurricane	Katrina claims	with	each	of	its	two	excess	insurers.	Of	the	$277	million	received,	$24	million	has	been	allocated	to	Entergy	Texas.	Entergy	currently expects	to	receive	payment	for	any	remaining	insurance	recovery	related	to	Hurricane	Katrina	and	Hurricane	Rita	in	2009.

# Storm	Costs	Recovery	Filings	with	Retail	Regulators

In	April	2007,	the	PUCT	issued	its	financing	order	authorizing	the	issuance	of	securitization	bonds	to	recover	the	$353	million	of	hurricane reconstruction	costs	and	up	to	$6	million	of	transaction	costs,	offset	by	$32	million	of	related	deferred	income	tax	benefits.	In	June	2007,	EGSRF	I, a	company	wholly-owned	and	consolidated	by	Entergy	Texas,	issued	$329.5	million	of	senior	secured	transition	bonds	(securitization	bonds).	With the	proceeds,	EGSRF	I	purchased	from	Entergy	Texas	the	transition	property,	which	is	the	right	to	recover	from	customers	through	a	transition charge	amounts	sufficient	to	service	the	securitization	bonds.	Entergy	Texas	began	cost	recovery	through	the	transition	charge	in	July	2007,	and	the transition	charge	is	expected	to	remain	in	place	over	a	15-year	period.	Entergy	Texas	will	use	the	proceeds	to	refinance	or	retire	debt	and	to	reduce equity.	In	February	2008,	Entergy	Texas	returned	$150	million	of	capital	to	Entergy	Corporation.	See	Note	5	to	the	financial	statements	for additional	information	regarding	the	securitization	bonds.

# Transition	to	Retail	Competition	in	Texas

Entergy	Texas	could	not	file	a	general	base	rate	case	before	June	30,	2007,	with	rates	to	be	effective	no	earlier	than	June	30,	2008,	but	could seek	before	then	the	recovery	of	certain	incremental	purchased	power	capacity	costs,	adjusted	for	load	growth,	not	in	excess	of	five	percent of	its	annual	base	rate	revenues	(as	discussed	below,	in	December	2005	Entergy	Texas	implemented	a	PUCT-approved	annual	incremental purchased	capacity	recovery	rider);	and

Entergy	Texas	may	recover	over	a	period	not	to	exceed	15	years	reasonable	and	necessary	transition	to	competition	costs	incurred	before	the effective	date	of	the	legislation	and	not	previously	recovered,	with	appropriate	carrying	charges	(as	discussed	below,	in	March	2006,	Entergy Texas	implemented	PUCT-approved	rates	for	recovery	of	its	transition	to	competition	costs).

In	the	January	2006	filing,	Entergy	Texas	did	not	make	a	recommendation	between	ERCOT	and	the	SPP	as	a	power	region.	Rather,	the	filing discussed	the	major	issues	that	must	be	resolved	for	either	of	those	alternatives	to	be	implemented.	In	the	case	of	ERCOT,	the	major	issue	was	the cost	and	time	related	to	the	construction	of	facilities	to	interconnect	Entergy	Texas'	operations	with	ERCOT,	while	addressing	the	interest	of Entergy	Texas'	retail	customers	and	certain	wholesale	customers	in	access	to	generation	outside	of	Texas.	 With	respect	to	the	SPP,	the	major	issue was	the	development	of	protocols	that	would	ultimately	be	necessary	to	implement	retail	open	access.	Entergy	Texas	recommended	that	the	PUCT open	 a	 project	 for	 the	 purpose	 of	 involving	 stakeholders	 in	 the	 selection	 of	 the	 single	 power	 region	 that	 Entergy	Texas	 should	 request	 for certification.	In	August	2006,	the	PUCT	staff	recommended	that	Entergy	Texas	be	required	to	provide	additional	information	on	both	the	ERCOT option	and	the	SPP	option.	The	PUCT	accepted	the	PUCT	staff's	recommendation	and	stated	the	need	for	a	"robust	record"	to	make	a	decision	on

# the	applicable	power	region.

In	December	2006,	the	PUCT	asked	for	parties	to	brief	the	effects	of	the	2005	legislation	on	the	competition	dockets	of	Entergy	Texas,	most notably,	the	settlement	that	the	parties	entered	with	respect	to	the	unbundling	of	Entergy	Texas	for	retail	open	access.	Finding	that	the	2005 legislation	now	provides	the	mechanism	by	which	Entergy	Texas	will	transition	to	competition,	the	PUCT,	on	February	1,	2007,	dismissed	Entergy Texas'	unbundled	cost	of	service	proceeding.	After	analyzing	the	PUCT's	decision,	Entergy	Texas	recorded	a	provision	for	its	estimated	exposure related	to	certain	past	fuel	cost	recoveries	that	may	be	credited	to	customers.

The	rates	that	Texas	charges	for	its	services	significantly	influence	its	financial	position,	results	of	operations,	and	liquidity.	Entergy	Texas	is regulated	 and	 the	 rates	 charged	 to	 its	 customers	 are	 determined	 in	 regulatory	 proceedings.	The	PUCT,	a	 governmental	 agency,	 is	 primarily responsible	for	approval	of	the	rates	charged	to	customers.

# Filings	with	the	PUCT

Entergy	Texas	filed	with	the	PUCT	in	July	2005	a	request	for	implementation	of	an	incremental	purchased	capacity	recovery	rider.	Through	this rider	Entergy	Texas	sought	to	recover	incremental	revenues	that	represent	the	incremental	purchased	capacity	costs,	including	Entergy	Texas' obligation	to	purchase	power	from	Entergy	Louisiana's	recently	acquired	Perryville	plant,	over	what	is	already	in	Entergy	Texas'	base	rates.	A	non- unanimous	settlement	was	reached	with	most	of	the	parties	that	allowed	for	the	implementation	of	an	$18	million	annual	rider	effective	December 1,	2005.	In	December	2005,	the	PUCT	approved	the	settlement	and	entered	an	order	consistent	with	this	approval	in	February	2006.	The	amounts collected	through	the	rider	are	subject	to	reconciliation.

In	 September	 2007,	 Entergy	 Texas	 filed	 with	 the	 PUCT	 a	 request	 to	 increase	 its	 incremental	 purchased	 capacity	 recovery	 rider	 to	 collect approximately	$25	million	on	an	annual	basis.	This	filing	also	included	a	request	to	implement	an	interim	surcharge	to	collect	approximately	$10 million	in	under-recovered	incremental	purchased	capacity	costs	incurred	through	July	2007.	In	January	2008,	Entergy	Texas	filed	with	the	PUCT a	stipulation	and	settlement	agreement	among	the	parties	that	agreed	to	implementation	of	the	interim	surcharge	over	a	two-month	period	and agreed	that	the	incremental	capacity	recovery	rider	would	be	set	to	collect	$21	million	on	an	annual	basis	effective	February	2008.	The	PUCT approved	the	agreement	in	February	2008.	Amounts	collected	through	the	rider	and	interim	surcharge	are	subject	to	final	reconciliation.	Under	the

rate	case	settlement	discussed	above,	this	rider	ceased	on	January	28,	2009,	with	the	implementation	of	stipulated	base	rates.

In	October	2007,	Entergy	Texas	filed	a	request	with	the	PUCT	to	refund	$45.6	million,	including	interest,	of	fuel	cost	recovery	over-collections through	September	2007.	In	January	2008,	Entergy	Texas	filed	with	the	PUCT	a	stipulation	and	settlement	agreement	among	the	parties	that updated	 the	over-collection	balance	 through	November	2007	and	established	a	refund	amount,	 including	 interest,	of	$71	million.	The	PUCT approved	 the	 agreement	 in	 February	 2008.	The	 refund	 was	 made	 over	 a	 two-month	 period	 beginning	 February	 2008,	 but	 was	 reduced	 by $10.3	million	of	under-recovered	incremental	purchased	capacity	costs.	Amounts	refunded	through	the	interim	fuel	refund	are	subject	to	final reconciliation	in	a	future	fuel	reconciliation	proceeding.

In	August	2005,	consistent	with	the	June	2005	Texas	legislation	discussed	above	under	"Transition	to	Retail	Competition,"	Entergy	Texas	filed with	the	PUCT	an	application	for	recovery	of	its	transition	to	competition	costs.	Entergy	Texas	requested	recovery	of	$189	million	in	transition	to competition	costs	through	implementation	of	a	15-year	rider	to	be	effective	no	later	than	March	1,	2006.	The	$189	million	represents	transition	to competition	costs	Entergy	Texas	incurred	from	June	1,	1999	through	June	17,	2005	in	preparing	for	competition	in	its	Texas	service	area,	including attendant	AFUDC,	and	all	carrying	costs	projected	to	be	incurred	on	the	transition	to	competition	costs	through	February	28,	2006.	The	$189 million	 is	 before	 any	 gross-up	 for	 taxes	 or	 carrying	 costs	 over	 the	 15-year	 recovery	 period.	Entergy	Texas	 reached	 a	 unanimous	 settlement agreement,	which	the	PUCT	approved	in	June	2006,	on	all	issues	with	the	active	parties	in	the	transition	to	competition	cost	recovery	case.	The agreement	 allows	 Entergy	 Texas	 to	 recover	 $14.5	 million	 per	 year	 in	 transition	 to	 competition	 costs	 over	 a	 15-year	 period.	Entergy	 Texas implemented	rates	based	on	this	revenue	level	on	March	1,	2006.	The	formal	settlement	agreement	was	approved	by	the	PUCT	in	June	2006.

# Industrial	and	Commercial

Entergy	Texas'	large	industrial	and	commercial	customers	continually	explore	ways	to	reduce	their	energy	costs.	In	particular,	cogeneration	is	an option	available	to	a	portion	of	Entergy	Texas'	industrial	customer	base.	Entergy	Texas	responds	by	working	with	industrial	and	commercial customers	and	negotiating	electric	service	contracts	to	provide	competitive	rates	that	match	specific	customer	needs	and	load	profiles.	Entergy Texas	actively	participates	in	economic	development,	customer	retention,	and	reclamation	activities	to	increase	industrial	and	commercial	demand, from	both	new	and	existing	customers.	Entergy	Texas	does	not	currently	expect	additional	significant	losses	to	cogeneration	because	of	the	current economics	of	the	electricity	markets	and	Entergy	Texas'	marketing	efforts	in	retaining	industrial	customers.

Entergy	Texas'	facilities	and	operations	are	subject	to	regulation	by	various	governmental	authorities	having	jurisdiction	over	air	quality,	water quality,	control	of	toxic	substances	and	hazardous	and	solid	wastes,	and	other	environmental	matters.	Management	believes	that	Entergy	Texas	is	in substantial	compliance	with	environmental	regulations	currently	applicable	to	its	facilities	and	operations.	Because	environmental	regulations	are subject	to	change,	future	compliance	costs	cannot	be	precisely	estimated.

The	preparation	of	Entergy	Texas'	financial	statements	in	conformity	with	generally	accepted	accounting	principles	requires	management	to	apply appropriate	accounting	policies	and	to	make	estimates	and	judgments	that	can	have	a	significant	effect	on	reported	financial	position,	results	of operations,	and	cash	flows.	Management	has	identified	the	following	accounting	policies	and	estimates	as	critical	because	they	are

based	on	assumptions	and	measurements	that	involve	a	high	degree	of	uncertainty,	and	the	potential	for	future	changes	in	the	assumptions	and measurements	that	could	produce	estimates	that	would	have	a	material	effect	on	the	presentation	of	Entergy	Texas'	financial	position	or	results	of operations.

The	application	of	SFAS	71,	"Accounting	for	the	Effects	of	Certain	Types	of	Regulation,"	has	a	significant	and	pervasive	impact	on	accounting	and reporting	for	Entergy	Texas.

Entergy	Texas'	financial	statements	primarily	reflect	assets	and	costs	based	on	existing	cost-based	ratemaking	regulation	in	accordance	with	SFAS 71,	"Accounting	for	the	Effects	of	Certain	Types	of	Regulation."	Under	traditional	ratemaking	practice,	Entergy	Texas	is	granted	a	geographic franchise	to	sell	electricity.	In	return,	Entergy	Texas	must	make	investments	and	incur	obligations	to	serve	customers.	Prudently	incurred	costs	are recovered	from	customers	along	with	a	return	on	investment.	Regulators	may	require	Entergy	Texas	to	defer	collecting	from	customers	some operating	costs	until	a	future	date.	These	deferred	costs	are	recorded	as	regulatory	assets	in	the	financial	statements.	In	order	to	continue	applying SFAS	71	to	its	financial	statements,	Entergy	Texas'	rates	must	be	set	on	a	cost-of-service	basis	by	an	authorized	body	and	the	rates	must	be	charged to	and	collected	from	customers.

As	discussed	in	Note	1	to	the	financial	statements,	Entergy	Texas	records	an	estimate	of	the	revenues	earned	for	energy	delivered	since	the	latest customer	billing.	Each	month	the	estimated	unbilled	revenue	amounts	are	recorded	as	revenue	and	a	receivable,	and	the	prior	month's	estimate	is reversed.	The	difference	between	the	estimate	of	the	unbilled	receivable	at	the	beginning	of	the	period	and	the	end	of	the	period	is	the	amount	of unbilled	revenue	recognized	during	the	period.	The	estimate	recorded	is	primarily	based	upon	an	estimate	of	customer	usage	during	the	unbilled period	and	the	billed	price	to	customers	in	that	month.	Therefore,	revenue	recognized	may	be	affected	by	the	estimated	price	and	usage	at	the beginning	and	end	of	each	period	and	fuel	price	fluctuations,	in	addition	to	changes	in	certain	components	of	the	calculation.

|  |  |  | Impact	on	Qualified |
| :--- | :--- | :--- | :--- |
|  | Change\tin | Impact\ton\t2008 | Projected |
| Actuarial\tAssumption | Assumption | Qualified\tPension\tCost | Benefit\tObligation |
|  |  | Increase/(Decrease) |  |
| Discount\trate | (0.25%) | $606 | $6,460 |
| Rate\tof\treturn\ton\tplan\tassets | (0.25%) | $594 | - |
| Rate\tof\tincrease\tin\tcompensation | 0.25% | $288 | $1,283 |

Total	qualified	pension	cost	for	Entergy	Texas	in	2008	was	$0.2	million.	Entergy	Texas	anticipates	2009	qualified	pension	income	to	be	$	0.8 million.	Entergy	Texas	contributed	$18.9	million	to	its	qualified	pension	plans	in	2008.	Entergy	Texas'	contributions	to	the	pension	trust	are currently	estimated	to	be	$4.1	million	in	2009.		Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and beyond,	continues	to	evolve,	be	interpreted	through	technical	corrections	bills,	and	discussed	within	the	industry	and	congressional	lawmakers. Any	changes	to	Pension	Protection	Act	as	a	result	of	these	discussions	and	efforts	may	affect	the	level	of	Entergy's	pension	contributions	in	the future.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	Entergy	Texas	in	2008	were	$2.6	million,	including	$1	million	in	savings	due	to the	estimated	effect	of	future	Medicare	Part	D	subsidies.	Entergy	Gulf	States	expects	2009	postretirement	health	care	and	life	insurance	benefit costs	to	approximate	$5.7	million,	including	$1	million	in	savings	due	to	the	estimated	effect	of	future	Medicare	Part	D	subsidies.	Entergy	Texas expects	to	contribute	$7.7	million	to	its	other	postretirement	plans	in	2009.

# To	the	Board	of	Directors	and	Shareholder

Entergy	Texas,	Inc.	and	Subsidiaries:

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Entergy	Texas,	Inc.	and	Subsidiaries	(the	"Company")	as	of	December	31,	2008 and	2007,	and	the	related	consolidated	statements	of	income;	of	retained	earnings,	comprehensive	income,	and	paid-in	capital;	and	of	cash	flows (pages	375	through	380	and	applicable	items	in	pages	65	through	187)	for	each	of	the	three	years	in	the	period	ended	December	31,	2008.	These financial	statements	are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements based	on	our	audits.

In	our	opinion,	such	consolidated	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	Entergy	Texas,	Inc.	and Subsidiaries	as	of	December	31,	2008	and	2007,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	three	years	in	the	period ended	December	31,	2008,	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.

As	discussed	in	Note	1	to	the	respective	financial	statements,	effective	December	31,	2007,	Entergy	Gulf	States,	Inc.	completed	a	jurisdictional separation	and	contributed	certain	assets	and	liabilities	to	the	Company.

# CONSOLIDATED	INCOME	STATEMENTS

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  |  | (In\tThousands) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | $2,012,258 | $1,782,923 | $1,880,228 |
| OPERATING\tEXPENSES |  |  |  |
| Operation\tand\tMaintenance: |  |  |  |
| \t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\tgas\tpurchased\tfor\tresale | 581,696 | 546,413 | 728,561 |
| \t\tPurchased\tpower | 965,426 | 777,419 | 742,937 |
| \t\tOther\toperation\tand\tmaintenance | 176,096 | 179,119 | 176,793 |
| Decommissioning | 184 | 173 | 164 |
| Taxes\tother\tthan\tincome\ttaxes | 53,615 | 50,617 | 50,437 |

| Depreciation	and	amortization | 75,125 | 68,172 | 67,582 |
| :--- | :--- | :--- | :--- |
| Other\tregulatory\tcharges\t-\tnet | 24,197 | 16,808 | 5,480 |
| TOTAL | 1,876,339 | 1,638,721 | 1,771,954 |
| OPERATING\tINCOME | 135,919 | 144,202 | 108,274 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 3,928 | 3,295 | 6,526 |
| Interest\tand\tdividend\tincome | 11,736 | 31,397 | 29,986 |
| Miscellaneous\t-\tnet | 12,387 | (600) | 3,293 |
| TOTAL | 28,051 | 34,092 | 39,805 |
| INTEREST\tAND\tOTHER\tCHARGES |  |  |  |
| Interest\ton\tlong-term\tdebt | 72,441 | 74,343 | 63,745 |
| Other\tinterest\t-\tnet | 7,756 | 10,907 | 6,734 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (2,240) | (2,126) | (3,862) |
| TOTAL | 77,957 | 83,124 | 66,617 |
| INCOME\tBEFORE\tINCOME\tTAXES | 86,013 | 95,170 | 81,462 |
| Income\ttaxes | 28,118 | 36,249 | 27,325 |
| NET\tINCOME | $57,895 | $58,921 | $54,137 |

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  |  | (In\tThousands) |  |
| OPERATING\tACTIVITIES |  |  |  |
| Net\tincome | $57,895 | $58,921 | $54,137 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tflow\tprovided\tby\toperating\tactivities: |  |  |  |
| \t\tReserve\tfor\tregulatory\tadjustments | (7,562) | (363) | (8,565) |
| \t\tOther\tregulatory\tcharges\t-\tnet | 24,197 | 16,808 | 5,480 |
| \t\tDepreciation,\tamortization,\tand\tdecommissioning | 75,309 | 68,345 | 67,746 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | (255) | 218,873 | 52,784 |
| \t\tChanges\tin\tworking\tcapital: |  |  |  |
| \t\t\t\tReceivables | (35,081) | (230,481) | 4,949 |
| \t\t\t\tFuel\tinventory | (1,867) | (10,939) | (4,390) |
| \t\t\t\tAccounts\tpayable | 104,912 | (1,328) | (115,601) |
| \t\t\t\tTaxes\taccrued | 33,842 | 4,936 | 10,817 |
| \t\t\t\tInterest\taccrued | (5,947) | 10,030 | (73) |
| \t\t\t\tDeferred\tfuel\tcosts | (88,449) | 21,619 | 251,138 |
| \t\t\t\tOther\tworking\tcapital\taccounts | 121,081 | 86,598 | 4,487 |
| \t\tProvision\tfor\testimated\tlosses\tand\treserves | 4,073 | (568) | 637 |

| Less	-	accumulated	depreciation	and	amortization | 1,104,116 | 1,043,183 |
| :--- | :--- | :--- |
| UTILITY\tPLANT\t-\tNET | 2,030,243 | 1,846,017 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tSFAS\t109\tregulatory\tasset\t-\tnet | 84,997 | 87,531 |
| \t\tOther\tregulatory\tassets | 1,117,257 | 645,941 |
| Long-term\treceivables | 559 | 1,284 |
| Other | 116,186 | 60,032 |
| TOTAL | 1,318,999 | 794,788 |
| TOTAL\tASSETS | $3,984,771 | $3,606,752 |

| Currently	maturing	portion	of	debt	assumption	liability | $100,509 | $309,123 |
| :--- | :--- | :--- |
| Accounts\tpayable: |  |  |
| \t\tAssociated\tcompanies | 144,662 | 40,120 |
| \t\tOther | 342,449 | 80,917 |
| Customer\tdeposits | 40,589 | 37,962 |
| Taxes\taccrued | 49,595 | 15,753 |
| Interest\taccrued | 22,102 | 28,049 |
| Deferred\tfuel\tcosts | - | 67,270 |
| Pension\tand\tother\tpostretirement\tliabilities | 1,269 | 1,236 |
| System\tagreement\tcost\tequalization | 214,315 | 92,225 |
| Other | 4,551 | 5,316 |
| TOTAL | 920,041 | 677,971 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 756,996 | 697,693 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 24,128 | 25,724 |
| Other\tregulatory\tliabilities | - | 4,881 |
| Asset\tretirement\tcost\tliabilities | 3,250 | 3,066 |
| Accumulated\tprovisions | 12,936 | 8,863 |
| Pension\tand\tother\tpostretirement\tliabilities | 91,316 | 14,418 |
| Note\tpayable\tto\tEntergy\tCorporation | 160,000 | - |
| Long-term\tdebt\t-\tassumption\tliability | 669,462 | 769,971 |
| Other\tlong-term\tdebt | 414,906 | 333,892 |
| Other | 31,587 | 66,019 |
| TOTAL | 2,164,581 | 1,924,527 |
| Commitments\tand\tContingencies |  |  |
| SHAREHOLDER'S\tEQUITY |  |  |
| Common\tstock,\tno\tpar\tvalue,\tauthorized\t200,000,000\tshares; |  |  |
| \tissued\tand\toutstanding\t46,525,000\tshares\tin\t2008\tand\t2007 | 49,452 | 49,452 |
| Paid-in\tcapital | 481,994 | 631,994 |
| Retained\tearnings | 368,703 | 322,808 |
| TOTAL | 900,149 | 1,004,254 |
| TOTAL\tLIABILITIES\tAND\tSHAREHOLDER'S\tEQUITY | $3,984,771 | $3,606,752 |

| Total | 57,895 |  | 58,921 |  | 54,137 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| \t\tDeduct: |  |  |  |  |  |  |
| \t\t\t\tDividends\tdeclared\ton\tcommon\tstock | 12,000 |  | 42,404 |  | 92,439 |  |
| \t\t\t\tOther\tdeductions | - |  | (25) |  | 7,413 |  |
| \t\t\t\t\t\tTotal | 12,000 |  | 42,379 |  | 99,852 |  |
| Retained\tEarnings\t-\tEnd\tof\tperiod | $368,703 |  | $322,808 |  | $306,266 |  |
| ACCUMULATED\tOTHER\tCOMPREHENSIVE |  |  |  |  |  |  |
| INCOME\t(LOSS)\t(Net\tof\tTaxes): |  |  |  |  |  |  |
| Balance\tat\tbeginning\tof\tperiod: |  |  |  |  |  |  |
| \t\tOther\taccumulated\tcomprehensive\tincome\t(loss)\titems | $\t- |  | $\t- |  | ($1,439) |  |
| \t\t\t\tTotal | $\t- |  | $\t- |  | ($1,439) |  |
| Minimum\tpension\tliability\t(net\tof\ttax\texpense\tof\t$0,\t$0,\tand\t$138) | - | - | - | - | 1,439 | 1,439 |
| Balance\tat\tend\tof\tperiod: |  |  |  |  |  |  |
| \t\tOther\taccumulated\tcomprehensive\tincome\t(loss)\titems | - |  | - |  | - |  |
| \t\t\t\tTotal | $\t- |  | $\t- |  | $\t- |  |
| Comprehensive\tIncome |  | $57,895 |  | $58,921 |  | $55,576 |
| PAID-IN\tCAPITAL |  |  |  |  |  |  |
| Paid-in\tCapital\t-\tBeginning\tof\tperiod | $631,994 |  | $632,222 |  | $632,222 |  |
| \t\tAdd\t(Deduct): |  |  |  |  |  |  |
| \t\t\t\tReturn\tof\tcapital\tto\tparent | (150,000) |  | - |  | - |  |
| \t\t\t\tOther | - |  | (228) |  | - |  |
| Paid-in\tCapital\t-\tEnd\tof\tperiod | $481,994 |  | $631,994 |  | $632,222 |  |

|  | 2008 | 2007 | 2006 | 2005 | 2004 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tThousands) |  |  |
| Operating\trevenues | $2,012,258 | $1,782,923 | $1,880,228 | $1,734,221 | $1,582,140 |
| Net\tIncome | $57,895 | $58,921 | $54,137 | $48,916 | $51,136 |
| Total\tassets | $3,984,771 | $3,606,752 | $3,019,873 | $3,041,100 | $2,419,786 |
| Long-term\tobligations\t(1) | $1,084,368 | $1,103,863 | $1,085,680 | $1,085,593 | $870,975 |

|  | 2008 | 2007 | 2006 | 2005 | 2004 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (Dollars\tIn\tMillions) | (Dollars\tIn\tMillions) |  |  |
| Electric\tOperating\tRevenues: |  |  |  |  |  |
| \t\tResidential | $606 | $544 | $600 | $502 | $469 |
| \t\tCommercial | 417 | 364 | 406 | 327 | 303 |
| \t\tIndustrial | 489 | 414 | 464 | 388 | 406 |
| \t\tGovernmental | 27 | 24 | 27 | 22 | 20 |
| \t\t\t\t\tTotal\tretail | 1,539 | 1,346 | 1,497 | 1,239 | 1,198 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\tAssociated\tcompanies | 436 | 398 | 354 | 468 | 361 |
| \t\t\t\tNon-associated\tcompanies | 6 | 6 | 6 | 6 | 5 |
| \t\tOther | 31 | 33 | 23 | 21 | 18 |
| \t\t\t\t\tTotal | $2,012 | $1,783 | $1,880 | $1,734 | $1,582 |
| Billed\tElectric\tEnergy\tSales |  |  |  |  |  |
| (GWh): |  |  |  |  |  |
| \t\tResidential | 5,245 | 5,280 | 5,211 | 5,207 | 5,126 |
| \t\tCommercial | 4,092 | 4,085 | 4,002 | 3,878 | 3,816 |
| \t\tIndustrial | 5,948 | 5,911 | 5,915 | 5,650 | 6,839 |
| \t\tGovernmental | 248 | 246 | 255 | 244 | 245 |
| \t\t\t\t\tTotal\tretail | 15,533 | 15,522 | 15,383 | 14,979 | 16,026 |
| \t\tSales\tfor\tresale: |  |  |  |  |  |
| \t\t\t\tAssociated\tcompanies | 3,771 | 4,366 | 4,316 | 4,994 | 3,903 |
| \t\t\t\tNon-associated\tcompanies | 87 | 89 | 87 | 89 | 99 |
| \t\t\t\t\tTotal |  |  |  |  |  |
|  | 19,391 | 19,977 | 19,786 | 20,062 | 20,028 |

# SYSTEM	ENERGY	RESOURCES,	INC.

System	Energy's	principal	asset	currently	consists	of	a	90%	ownership	and	leasehold	interest	in	Grand	Gulf.	The	capacity	and	energy	from	its	90% interest	is	sold	under	the	Unit	Power	Sales	Agreement	to	its	only	four	customers,	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and Entergy	New	Orleans.	System	Energy's	operating	revenues	are	derived	from	the	allocation	of	the	capacity,	energy,	and	related	costs	associated	with its	90%	interest	in	Grand	Gulf	pursuant	to	the	Unit	Power	Sales	Agreement.	Payments	under	the	Unit	Power	Sales	Agreement	are	System	Energy's only	source	of	operating	revenues.

Net	income	decreased	$45.0	million	primarily	due	to	an	increase	in	the	effective	tax	rate,	a	decrease	in	rate	base	in	2008	that	resulted	in	lower operating	income,	and	lower	interest	income.	The	lower	interest	income	resulted	from	a	decrease	in	interest	earned	on	money	pool	investments	and from	$2.5	million	in	interest	income	recorded	on	an	IRS	audit	settlement	in	2007.

Net	income	decreased	$4.2	million	primarily	due	to	a	decrease	in	rate	base	in	2007	resulting	in	lower	operating	income	partially	offset	by	higher interest	income.	The	higher	interest	income	resulted	from	$2.5	million	in	interest	income	recorded	on	an	IRS	audit	settlement	and	higher	interest income	earned	on	decommissioning	trust	funds.

The	effective	income	tax	rates	for	2008,	2007,	and	2006	were	39.5%,	25.0%,	and	28.0%,	respectively.	See	Note	3	to	the	financial	statements	for	a reconciliation	of	the	federal	statutory	rate	of	35.0%	to	the	effective	income	tax	rate.

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (In\tThousands) |  |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | $105,005 | $135,012 | $75,704 |
| Cash\tflow\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | 218,538 | 221,901 | 128,059 |
| Investing\tactivities | (96,954) | (96,955) | 130,738 |
| Financing\tactivities | (123,801) | (154,953) | (199,489) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (2,217) | (30,007) | 59,308 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $102,788 | $105,005 | $135,012 |

Cash	flow	from	operations	decreased	by	$3.4	million	in	2008	primarily	due	to	lower	net	income	substantially	offset	by	a	decrease	of	$30.7	million in	income	tax	payments.

Cash	flow	from	operations	increased	by	$93.8	million	in	2007	primarily	due	to	a	decrease	of	$107.7	million	in	income	tax	payments.

Investing	activities	used	$97	million	in	cash	flow	in	2007	compared	to	providing	$130.7	million	in	2006	primarily	due	to	money	pool	activity	as well	as	initial	development	spending	on	potential	new	nuclear	development	at	the	Grand	Gulf	and	River	Bend	sites,	as	discussed	below.

Net	cash	flow	used	in	financing	activities	decreased	$31.2	million	in	2008	primarily	due	to	a	decrease	of	$34	million	in	common	stock	dividends paid.

System	Energy's	capitalization	is	balanced	between	equity	and	debt,	as	shown	in	the	following	table.

|  | December	31, | December	31, |
| :--- | :--- | :--- |
|  | 2008 | 2007 |
| Net\tdebt\tto\tnet\tcapital | 48.2% | 47.4% |
| Effect\tof\tsubtracting\tcash\tfrom\tdebt | 3.0% | 3.2% |
| Debt\tto\tcapital | 51.2% | 50.6% |

Net	debt	consists	of	debt	less	cash	and	cash	equivalents.	Debt	consists	of	capital	lease	obligations	and	long-term	debt,	including	the	currently maturing	portion.	Capital	consists	of	debt	and	common	shareholder's	equity.	Net	capital	consists	of	capital	less	cash	and	cash	equivalents.	System Energy	uses	the	net	debt	to	net	capital	ratio	in	analyzing	its	financial	condition	and	believes	it	provides	useful	information	to	its	investors	and creditors	in	evaluating	System	Energy's	financial	condition.

System	Energy	requires	capital	resources	for:

construction	and	other	capital	investments; debt	maturities;

working	capital	purposes,	including	the	financing	of	fuel	costs;	and

Following	are	the	amounts	of	System	Energy's	planned	construction	and	other	capital	investments,	existing	debt	and	lease	obligations	(includes estimated	interest	payments),	and	other	purchase	obligations:

|  | 2009 | 2010-2011 | 2012-2013 | After	2013 | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tMillions) |  |  |
| Planned\tconstruction\tand |  |  |  |  |  |
| \t\tcapital\tinvestment | $135 | $275 | N/A | N/A | $410 |
| Long-term\tdebt | $76 | $155 | $222 | $736 | $1,189 |
| Nuclear\tfuel\tlease\tobligations\t(1) | $38 | $88 | N/A | N/A | $126 |
| Purchase\tobligations\t(2) | $- | $17 | $20 | $66 | $103 |

(2) Purchase	 obligations	 represent	 the	 minimum	 purchase	 obligation	 or	 cancellation	 charge	 for contractual	obligations	to	purchase	goods	or	services.	For	System	Energy,	it	includes	nuclear	fuel purchase	obligations.

In	addition	to	the	contractual	obligations	given	above,	System	Energy	expects	to	contribute	$5.8	million	to	its	pension	plans	and	$3.0	million	to	its other	postretirement	plans	in	2009.	Guidance	pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and	beyond, may	affect	the	level	of	System	Energy's	pension	contributions	in	the	future.	Also	in	addition	to	the	contractual	obligations,	System	Energy	has $172.2	million	of	unrecognized	tax	benefits	and	interest	for	which	the	timing	of	payments	beyond	12	months	cannot	be	reasonably	estimated	due	to uncertainties	in	the	timing	of	effective	settlement	of	tax	positions.	See	Note	3	to	the	financial	statements	for	additional	information	regarding unrecognized	tax	benefits.

The	planned	capital	investment	estimate	for	System	Energy	reflects	capital	required	to	support	the	existing	business	of	System	Energy	and	for	a potential	approximately	178	MW	uprate	of	the	Grand	Gulf	nuclear	plant	that	is	currently	estimated	to	cost	System	Energy	$247	million	for	the 2009-2011	period.	The	planned	construction	and	capital	investment	amounts	given	above	also	include	initial	development	costs	for	potential	new nuclear	development	at	the	Grand	Gulf	and	River	Bend	sites,	including	licensing	and	design	activities.	This	project	is	in	the	early	stages,	and several	issues	remain	to	be	addressed	over	time	before	significant	additional	capital	would	be	committed	to	this	project.	In	addition,	Entergy	is temporarily	suspending	reviews	of	the	two	license	applications	for	the	sites	and	will	explore	alternative	nuclear	technologies	for	this	project.	As	of December	31,	2008,	$95.6	million	in	construction	work	in	progress	is	recorded	on	System	Energy's	balance	sheet	related	to	this	project.	Entergy's Utility	supply	plan	initiative	will	continue	to	seek	to	transform	its	generation	portfolio	with	new	or	repowered	generation	resources.	Opportunities resulting	from	the	supply	plan	initiative,	including	new	projects	or	the	exploration	of	alternative	financing	sources,	could	result	in	increases	or decreases	in	the	capital	expenditure	estimates	given	above.

As	a	wholly-owned	subsidiary,	System	Energy	dividends	its	earnings	to	Entergy	Corporation	at	a	percentage	determined	monthly.	Currently,	all	of System	Energy's	retained	earnings	are	available	for	distribution.

System	Energy's	sources	to	meet	its	capital	requirements	include:

debt	issuances;	and

System	Energy	had	three-year	letters	of	credit	in	place	that	were	scheduled	to	expire	in	March	2003	securing	certain	of	its	obligations	related	to	the sale-leaseback	of	a	portion	of	Grand	Gulf.	System	Energy	replaced	the	letters	of	credit	before	their	expiration	with	new	three-year	letters	of	credit totaling	approximately	$198	million	that	were	backed	by	cash	collateral.	In	December	2003,	System	Energy	replaced	the

cash-backed	letters	of	credit	with	syndicated	bank	letters	of	credit.	In	December	2004,	System	Energy	amended	these	letters	of	credit	and	they	now expire	in	May	2009.

System	Energy	may	refinance	or	redeem	debt	prior	to	maturity,	to	the	extent	market	conditions	and	interest	and	dividend	rates	are	favorable.

All	debt	and	common	stock	issuances	by	System	Energy	require	prior	regulatory	approval.	Debt	issuances	are	also	subject	to	issuance	tests	set	forth in	its	bond	indentures	and	other	agreements.	System	Energy	has	sufficient	capacity	under	these	tests	to	meet	its	foreseeable	capital	needs.

System	Energy	has	obtained	a	short-term	borrowing	authorization	from	the	FERC	under	which	it	may	borrow,	through	March	31,	2010,	up	to	the aggregate	amount,	at	any	one	time	outstanding,	of	$200	million.	See	Note	4	to	the	financial	statements	for	further	discussion	of	System	Energy's short-term	borrowing	limits.	System	Energy	has	also	obtained	an	order	from	the	FERC	authorizing	long-term	securities	issuances.	The	current long-term	authorization	extends	through	June	2009.

System	Energy's	receivables	from	the	money	pool	were	as	follows	as	of	December	31	for	each	of	the	following	years:

| 2008 | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- |
|  | (In\tThousands) | (In\tThousands) |  |
| $42,915 | $53,620 | $88,231 | $277,287 |

In	May	2007,	$22.5	million	of	System	Energy's	receivable	from	the	money	pool	was	replaced	by	a	note	receivable	from	Entergy	New	Orleans.	See Note	4	to	the	financial	statements	for	a	description	of	the	money	pool.

System	Energy	owns	and	operates	Grand	Gulf.	System	Energy	is,	therefore,	subject	to	the	risks	related	to	owning	and	operating	a	nuclear	plant. These	include	risks	from	the	use,	storage,	handling	and	disposal	of	high-level	and	low-level	radioactive	materials,	regulatory	requirement	changes, including	changes	resulting	from	events	at	other	plants,	limitations	on	the	amounts	and	types	of	insurance	commercially	available	for	losses	in connection	with	nuclear	operations,	and	technological	and	financial	uncertainties	related	to	decommissioning	nuclear	plants	at	the	end	of	their licensed	lives,	including	the	sufficiency	of	funds	in	decommissioning	trusts.	In	the	event	of	an	unanticipated	early	shutdown	of	Grand	Gulf,	System Energy	may	be	required	to	provide	additional	funds	or	credit	support	to	satisfy	regulatory	requirements	for	decommissioning.

System	Energy's	facilities	and	operations	are	subject	to	regulation	by	various	governmental	authorities	having	jurisdiction	over	air	quality,	water quality,	control	of	toxic	substances	and	hazardous	and	solid	wastes,	and	other	environmental	matters.	Management	believes	that	System	Energy	is in	substantial	compliance	with	environmental	regulations	currently	applicable	to	its	facilities	and	operations.	Because	environmental	regulations	are subject	to	change,	future	compliance	costs	cannot	be	precisely	estimated.

The	preparation	of	System	Energy's	financial	statements	in	conformity	with	generally	accepted	accounting	principles	requires	management	to	apply appropriate	accounting	policies	and	to	make	estimates	and	judgments	that	can	have	a	significant	effect	on	reported	financial	position,

results	of	operations,	and	cash	flows.	Management	has	identified	the	following	accounting	policies	and	estimates	as	critical	because	they	are	based on	assumptions	and	measurements	that	involve	a	high	degree	of	uncertainty,	and	there	is	the	potential	for	future	changes	in	the	assumptions	and measurements	that	could	produce	estimates	that	would	have	a	material	impact	on	the	presentation	of	System	Energy's	financial	position	or	results of	operations.

|  | Change	in | Impact	on	2008 | Qualified	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Qualified\tPension\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Discount\trate | (0.25%) | $470 | $4,722 |
| Rate\tof\treturn\ton\tplan\tassets | (0.25%) | $288 | - |
| Rate\tof\tincrease\tin\tcompensation | 0.25% | $225 | $1,279 |

|  | Change	in | Impact	on	2008 | Postretirement	Benefit |
| :--- | :--- | :--- | :--- |
| Actuarial\tAssumption | Assumption | Postretirement\tBenefit\tCost | Obligation |
|  |  | Increase/(Decrease) |  |
| Health\tcare\tcost\ttrend | 0.25% | $225 | $1,077 |
| Discount\trate | (0.25%) | $165 | $1,190 |

Total	qualified	pension	cost	for	System	Energy	in	2008	was	$2.1	million.	System	Energy	anticipates	2009	qualified	pension	cost	to	be	$1.5	million. System	Energy	contributed	$5.8	million	to	its	qualified	pension	plans	in	2008	and	expects	to	contribute	$5.8	million	in	2009.	Guidance

pursuant	to	the	Pension	Protection	Act	of	2006	rules,	effective	for	the	2008	plan	year	and	beyond,	continues	to	evolve,	be	interpreted	through technical	corrections	bills,	and	discussed	within	the	industry	and	congressional	lawmakers.	Any	changes	to	Pension	Protection	Act	as	a	result	of these	discussions	and	efforts	may	affect	the	level	of	Entergy's	pension	contributions	in	the	future.

Total	postretirement	health	care	and	life	insurance	benefit	costs	for	System	Energy	in	2008	were	$1.7	million,	including	$0.9	million	in	savings	due to	the	estimated	effect	of	future	Medicare	Part	D	subsidies.	System	Energy	expects	2009	postretirement	health	care	and	life	insurance	benefit	costs to	approximate	$3.1	million,	including	$0.9	million	in	savings	due	to	the	estimated	effect	of	future	Medicare	Part	D	subsidies.	System	Energy anticipates	contributions	for	postretirement	health	care	and	life	insurance	benefits	costs	to	be	$3.0	million	in	2009.

We	have	audited	the	accompanying	balance	sheets	of	System	Energy	Resources,	Inc.	(the	"Company")	as	of	December	31,	2008	and	2007,	and	the related	statements	of	income,	of	retained	earnings,	and	of	cash	flows	(pages	389	through	394	and	applicable	items	in	pages	65	through	187)	for each	of	the	three	years	in	the	period	ended	December	31,	2008.	These	financial	statements	are	the	responsibility	of	the	Company's	management. Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	based	on	our	audits.

In	our	opinion,	such	financial	statements	present	fairly,	in	all	material	respects,	the	financial	position	of	System	Energy	Resources,	Inc.	as	of December	31,	2008	and	2007,	and	the	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31, 2008,	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  |  | (In\tThousands) |  |
| OPERATING\tREVENUES |  |  |  |
| Electric | $528,998 | $553,193 | $555,459 |
| OPERATING\tEXPENSES |  |  |  |
| Operation\tand\tMaintenance: |  |  |  |
| \t\tFuel,\tfuel-related\texpenses,\tand |  |  |  |
| \t\t\tgas\tpurchased\tfor\tresale | 44,506 | 42,798 | 44,062 |
| \t\tNuclear\trefueling\toutage\texpenses | 17,266 | 16,699 | 16,642 |
| \t\tOther\toperation\tand\tmaintenance | 120,165 | 118,304 | 108,022 |
| Decommissioning | 27,642 | 25,713 | 23,919 |
| Taxes\tother\tthan\tincome\ttaxes | 15,896 | 26,242 | 23,963 |
| Depreciation\tand\tamortization | 126,441 | 122,765 | 118,623 |
| Other\tregulatory\tcredits\t-\tnet | (12,151) | (8,854) | (10,366) |
| TOTAL | 339,765 | 343,667 | 324,865 |
| OPERATING\tINCOME | 189,233 | 209,526 | 230,594 |
| OTHER\tINCOME |  |  |  |
| Allowance\tfor\tequity\tfunds\tused\tduring\tconstruction | 4,910 | 3,178 | 2,285 |
| Interest\tand\tdividend\tincome | 12,086 | 24,515 | 21,511 |
| Miscellaneous\t-\tnet | (643) | 382 | (392) |
| TOTAL | 16,353 | 28,075 | 23,404 |
| INTEREST\tAND\tOTHER\tCHARGES |  |  |  |
| Interest\ton\tlong-term\tdebt | 56,404 | 56,966 | 59,829 |
| Other\tinterest\t-\tnet | 263 | 151 | 102 |
| Allowance\tfor\tborrowed\tfunds\tused\tduring\tconstruction | (1,642) | (1,044) | (720) |
| TOTAL | 55,025 | 56,073 | 59,211 |
| INCOME\tBEFORE\tINCOME\tTAXES | 150,561 | 181,528 | 194,787 |
| Income\ttaxes | 59,494 | 45,447 | 54,529 |
| NET\tINCOME | $91,067 | $136,081 | $140,258 |

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  |  | (In\tThousands) |  |
| OPERATING\tACTIVITIES |  |  |  |
| Net\tincome | $91,067 | $136,081 | $140,258 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tflow\tprovided\tby\toperating\tactivities: |  |  |  |
| \t\tOther\tregulatory\tcredits\t-\tnet | (12,151) | (8,854) | (10,366) |
| \t\tDepreciation,\tamortization,\tand\tdecommissioning | 154,083 | 148,478 | 142,542 |
| \t\tDeferred\tincome\ttaxes,\tinvestment\ttax\tcredits,\tand\tnon-current\ttaxes\taccrued | 65,339 | (37,827) | 40,801 |

		Changes	in	working	capital:

| Less	-	accumulated	depreciation	and	amortization | 2,206,780 | 2,101,484 |
| :--- | :--- | :--- |
| UTILITY\tPLANT\t-\tNET | 1,843,442 | 1,824,631 |
| DEFERRED\tDEBITS\tAND\tOTHER\tASSETS |  |  |
| Regulatory\tassets: |  |  |
| \t\tSFAS\t109\tregulatory\tasset\t-\tnet | 89,473 | 93,083 |
| \t\tOther\tregulatory\tassets | 333,389 | 274,202 |
| Other | 10,970 | 12,628 |
| TOTAL | 433,832 | 379,913 |
| TOTAL\tASSETS | $2,945,390 | $2,858,760 |

| Currently	maturing	long-term	debt | $28,440 | $26,701 |
| :--- | :--- | :--- |
| Accounts\tpayable: |  |  |
| \t\tAssociated\tcompanies | 2,723 | 8,902 |
| \t\tOther | 35,215 | 29,182 |
| Accumulated\tdeferred\tincome\ttaxes | 9,645 | 4,494 |
| Interest\taccrued | 48,590 | 47,403 |
| Obligations\tunder\tcapital\tleases | 37,619 | 30,058 |
| TOTAL | 162,232 | 146,740 |
| NON-CURRENT\tLIABILITIES |  |  |
| Accumulated\tdeferred\tincome\ttaxes\tand\ttaxes\taccrued | 365,134 | 314,991 |
| Accumulated\tdeferred\tinvestment\ttax\tcredits | 61,708 | 65,184 |
| Obligations\tunder\tcapital\tleases | 87,797 | 51,558 |
| Other\tregulatory\tliabilities | 197,051 | 243,450 |
| Decommissioning | 396,201 | 368,559 |
| Accumulated\tprovisions | 2,025 | 2,469 |
| Pension\tand\tother\tpostretirement\tliabilities | 72,008 | 30,031 |
| Long-term\tdebt | 744,900 | 773,266 |
| Other | - | 145 |
| TOTAL | 1,926,824 | 1,849,653 |
| Commitments\tand\tContingencies |  |  |
| SHAREHOLDER'S\tEQUITY |  |  |
| Common\tstock,\tno\tpar\tvalue,\tauthorized\t1,000,000\tshares; |  |  |
| \tissued\tand\toutstanding\t789,350\tshares\tin\t2008\tand\t2007 | 789,350 | 789,350 |
| Retained\tearnings | 66,984 | 73,017 |
| TOTAL | 856,334 | 862,367 |
| TOTAL\tLIABILITIES\tAND\tSHAREHOLDER'S\tEQUITY | $2,945,390 | $2,858,760 |

|  | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, | For	the	Years	Ended	December	31, |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | 2006 |
|  |  | (In\tThousands) |  |
| Retained\tEarnings,\tJanuary\t1 | $73,017 | $68,036 | $104,278 |
| \t\tAdd:\n\t\t\t\tNet\tincome | 91,067 | 136,081 | 140,258 |
| \t\tDeduct:\n\t\t\t\tDividends\tdeclared | 97,100 | 131,100 | 176,500 |
| Retained\tEarnings,\tDecember\t31 | $66,984 | $73,017 | $68,036 |

|  | 2008 | 2007 | 2006 | 2005 | 2004 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (Dollars\tIn\tThousands) |  |  |
| Operating\trevenues | $528,998 | $553,193 | $555,459 | $533,929 | $545,381 |
| Net\tIncome | $91,067 | $136,081 | $140,258 | $111,644 | $105,948 |
| Total\tassets | $2,945,390 | $2,858,760 | $2,858,760 | $3,046,039 | $3,028,805 |
| Long-term\tobligations\t(1) | $832,697 | $824,824 | $752,052 | $882,949 | $887,448 |
| Electric\tenergy\tsales\t(GWh) | 8,475 | 8,440 | 9,727 | 9,070 | 9,212 |

# Item	2.	Properties

Information	regarding	the	registrant's	properties	is	included	in	Part	I.	Item	1.	-	Business	under	the	sections	titled	"Utility	-	Property	and	Other Generation	Resources"	and	"Non-Utility	Nuclear	-	Property"	in	this	report.

# Item	3.	Legal	Proceedings

Details	of	the	registrant's	material	environmental	regulation	and	proceedings	and	other	regulatory	proceedings	and	litigation	that	are	pending	or those	terminated	in	the	fourth	quarter	of	2008	are	discussed	in	Part	I.	Item	1.	-	Business	under	the	sections	titled	"Retail	Rate	Regulation", "Environmental	Regulation",	and	"Litigation"	in	this	report.

# Item	4.	Submission	of	Matters	to	a	Vote	of	Security	Holders

During	the	fourth	quarter	of	2008,	no	matters	were	submitted	to	a	vote	of	the	security	holders	of	Entergy	Corporation,	Entergy	Arkansas,	Entergy Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	or	System	Energy.

# EXECUTIVE	OFFICERS	OF	ENTERGY	CORPORATION

# Executive	Officers

# Each	officer	of	Entergy	Corporation	is	elected	yearly	by	the	Board	of	Directors.

# PART	II

# Item	5.	Market	for	Registrants'	Common	Equity	and	Related	Stockholder	Matters

The	shares	of	Entergy	Corporation's	common	stock	are	listed	on	the	New	York	Stock	and	Chicago	Stock	Exchanges	under	the	ticker	symbol	ETR.

The	high	and	low	prices	of	Entergy	Corporation's	common	stock	for	each	quarterly	period	in	2008	and	2007	were	as	follows:

|  | 2008 |  | 2007 |  |
| :--- | :--- | :--- | :--- | :--- |
|  | High | Low | High | Low |
|  |  | (In\tDollars) |  |  |
| First | 127.48 | 99.45 | 106.13 | 89.60 |
| Second | 123.27 | 107.94 | 120.47 | 104.00 |
| Third | 122.88 | 83.78 | 111.95 | 91.94 |
| Fourth | 89.76 | 61.93 | 125.00 | 108.21 |

Consecutive	quarterly	cash	dividends	on	common	stock	were	paid	to	stockholders	of	Entergy	Corporation	in	2008	and	2007.	Quarterly	dividends	of $0.75	per	share	were	paid	in	2008.	In	2007,	dividends	of	$0.54	per	share	were	paid	in	the	first	and	second	quarters,	and	dividends	of	$0.75	per share	were	paid	in	the	third	and	fourth	quarters.

As	of	January	30,	2009,	there	were	40,008	stockholders	of	record	of	Entergy	Corporation.

# Unregistered	Sales	of	Equity	Securities	and	Use	of	Proceeds

# Issuer	Purchases	of	Equity	Securities	(1)

| Period | Total	Number	of<br>Shares	Purchased | Average	Price<br>Paid<br>per	Share | Total	Number	of<br>Shares	Purchased<br>as	Part	of	a<br>Publicly<br>Announced	Plan | Maximum	$<br>Amount<br>of	Shares	that	May<br>Yet	be	Purchased<br>Under	a	Plan	(2) |
| :--- | :--- | :--- | :--- | :--- |
| 10/01/2008-10/31/2008 | 530,000 | $83.53 | 530,000 | $596,766,948 |
| 11/01/2008-11/30/2008 | - | $- | - | $596,766,948 |
| 12/01/2008-12/31/2008 | - | $- | - | $596,766,948 |
| Total | 530,000 | $83.53 | 530,000 |  |

1. In	accordance	with	Entergy's	stock-based	compensation	plans,	Entergy	periodically	grants	stock	options	to	key	employees,	which	may	be exercised	to	obtain	shares	of	Entergy's	common	stock.	According	to	the	plans,	these	shares	can	be	newly	issued	shares,	treasury	stock,	or shares	purchased	on	the	open	market.	Entergy's	management	has	been	authorized	by	the	Board	to	repurchase	on	the	open	market	shares	up	to an	amount	sufficient	to	fund	the	exercise	of	grants	under	the	plans.	In	addition	to	this	authority,	on	January	29,	2007,	the	Board	approved	a repurchase	program	under	which	Entergy	is	authorized	to	repurchase	up	to	$1.5	billion	of	its	common	stock.	In	January	2008,	the	Board authorized	an	incremental	$500	million	share	repurchase	program	to	enable	Entergy	to	consider	opportunistic	purchases	in	response	to	equity market	conditions.	The	programs	do	not	have	an	expiration	date,	but	Entergy	expects	to	complete	both	of	them	in	2009.	In	2008,	Entergy repurchased	4,792,299	shares	of	common	stock	under	both	programs	for	a	total	purchase	price	of	$513	million.	See	Note	12	to	the	financial statements	in	the	Form	10-K	for	additional	discussion	of	the	stock-based	compensation	plans.

2.	 Maximum	amount	of	shares	that	may	yet	be	repurchased	relates	only	to	the	$1.5	billion	and	$500	million	plans	and	does	not	include	an estimate	of	the	amount	of	shares	that	may	be	purchased	to	fund	the	exercise	of	grants	under	the	stock-based	compensation	plans.

The	amount	of	share	repurchases	may	vary	as	a	result	of	material	changes	in	business	results	or	capital	spending	or	new	investment	opportunities.

There	is	no	market	for	the	common	stock	of	Entergy	Corporation's	wholly	owned	subsidiaries.	Cash	dividends	on	common	stock	paid	by	the Registrant	Subsidiaries	to	Entergy	Corporation	during	2008	and	2007,	were	as	follows:

|  | 2008 | 2007 |
| :--- | :--- | :--- |
|  | (In\tMillions) |  |
| Entergy\tArkansas | $24.9 | $181.6 |
| Entergy\tGulf\tStates\tLouisiana | $104.2 | $97.8 |
| Entergy\tLouisiana | $- | $- |
| Entergy\tMississippi | $48.3 | $30.3 |
| Entergy\tNew\tOrleans | $- | $- |

| Entergy	Texas | $12.0 | $42.4 |
| :--- | :--- | :--- |
| System\tEnergy | $97.1 | $131.1 |

Information	with	respect	to	restrictions	that	limit	the	ability	of	the	Registrant	Subsidiaries	to	pay	dividends	is	presented	in	Note	7	to	the	financial statements.

# Item	6.	Selected	Financial	Data

Refer to	"SELECTED	 FINANCIAL	 DATA	 -	 FIVE-YEAR	 COMPARISON	 OF	 ENTERGY	 CORPORATION	AND	 SUBSIDIARIES, ENTERGY	 ARKANSAS,	 INC.,	 ENTERGY	 GULF	 STATES	 LOUISIANA,	 L.L.C., ENTERGY	 LOUISIANA,	 LLC,	 ENTERGY MISSISSIPPI,	INC.,	ENTERGY	NEW	ORLEANS,	INC.,	ENTERGY	TEXAS,	INC.,	and	SYSTEM	ENERGY	RESOURCES,	INC."	which follow	each	company's	financial	statements	in	this	report,	for	information	with	respect	to	selected	financial	data	and	certain	operating	statistics.

# Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations

Refer to	"MANAGEMENT'S	FINANCIAL	DISCUSSION	AND	ANALYSIS	OF	ENTERGY	CORPORATION	AND	SUBSIDIARIES, ENTERGY	 ARKANSAS,	 INC.,	 ENTERGY	 GULF	 STATES,	 LOUISIANA, 	 L.L.C.,	 ENTERGY	 LOUISIANA,	 LLC,	 ENTERGY MISSISSIPPI,	INC.,	ENTERGY	NEW	ORLEANS,	INC.,	ENTERGY	TEXAS,	INC.,	and	SYSTEM	ENERGY	RESOURCES,	INC."

# Item	7A.	Quantitative	and	Qualitative	Disclosures	About	Market	Risk

Refer to	"MANAGEMENT'S	 FINANCIAL	 DISCUSSION	 AND	 ANALYSIS -	 Market	 and	 Credit	 Risk	 Sensitive Instruments	 OF ENTERGY	CORPORATION	AND	SUBSIDIARIES."

# Item	8.	Financial	Statements	and	Supplementary	Data

Refer to	"TABLE	 OF	 CONTENTS	 -	 Entergy	 Corporation,	 Entergy	Arkansas,	 Inc.,	 Entergy	 Gulf	 States	 Louisiana,	 L.L.C.,	 Entergy Louisiana,	LLC,	Entergy	Mississippi,	Inc.,	Entergy	New	Orleans,	Inc.,	Entergy	Texas,	Inc.,	and	System	Energy	Resources,	Inc."

# Item	9.	Changes	In	and	Disagreements	With	Accountants	On	Accounting	and	Financial	Disclosure.

No	event	that	would	be	described	in	response	to	this	item	has	occurred	with	respect	to	Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	or	System	Energy.

# Item	9A.	Controls	and	Procedures

# Disclosure	Controls	and	Procedures

As	of	December	31,	2008,	evaluations	were	performed	under	the	supervision	and	with	the	participation	of	Entergy	Corporation,	Entergy	Arkansas, Entergy	 Gulf	 States	 Louisiana,	 Entergy	 Louisiana,	 Entergy	 Mississippi,	 Entergy	 New	 Orleans,	 Entergy	 Texas,	 and	 System	 Energy	 (each individually	a	"Registrant"	and	collectively	the	"Registrants")	management,	including	their	respective	Chief	Executive	Officers	(CEO)	and	Chief Financial	 Officers	 (CFO).	The	 evaluations	 assessed	 the	 effectiveness	 of	 the	 Registrants'	 disclosure	 controls	 and	 procedures.	Based	 on	 the evaluations,	each	CEO	and	CFO	has	concluded	that,	as	to	the	Registrant	or	Registrants	for	which	they	serve	as	CEO	or	CFO,	the	Registrant's	or Registrants'	disclosure	controls	and	procedures	are	effective	to	ensure	that	information	required	to	be	disclosed	by	each	Registrant	in	reports	that	it files	or	submits	under	the	Securities	Exchange	Act	of	1934	is	recorded,	processed,	summarized	and	reported	within	the	time	periods	specified	in Securities	and	Exchange	Commission	rules	and	forms;	and	that	the	Registrant's	or	Registrants'	disclosure	controls	and	procedures	are	also	effective in	reasonably	assuring	that	such	information	is	accumulated	and	communicated	to	the	Registrant's	or	Registrants'	management,	including	their respective	CEOs	and	CFOs,	as	appropriate	to	allow	timely	decisions	regarding	required	disclosure.

# Internal	Control	over	Financial	Reporting

The	managements	of	Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy New	Orleans,	Entergy	Texas,	and	System	Energy	(individually	"Registrant"	and	collectively	the	"Registrants")	are	responsible	for	establishing	and maintaining	adequate	internal	control	over	financial	reporting	for	the	Registrants.	Each	Registrant's	internal	control	system	is	designed	to	provide reasonable	 assurance	 regarding	 the	 preparation	 and	 fair	 presentation	 of	 each	 Registrant's	 financial	 statements	 presented	 in	 accordance	 with generally	accepted	accounting	principles.

All	internal	control	systems,	no	matter	how	well	designed,	have	inherent	limitations.	Therefore,	even	those	systems	determined	to	be	effective	can provide	only	reasonable	assurance	with	respect	to	financial	statement	preparation	and	presentation.

Each	Registrant's	management	assessed	the	effectiveness	of	each	Registrant's	internal	control	over	financial	reporting	as	of	December	31,	2008.	In making	this	assessment,	each	management	used	the	criteria	set	forth	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission (COSO)	in	Internal	Control	-	Integrated	Framework.

Based	 on	 each	 management's	 assessment	 and	 the	 criteria	 set	 forth	 by	 COSO,	 each	 Registrant's	 management	 believes that	 each	 Registrant maintained	effective	internal	control	over	financial	reporting	as	of	December	31,	2008.

The	Registrants'	registered	public	accounting	firm	has	issued	an	attestation	report	on	each	Registrant's	internal	control	over	financial	reporting.

# Changes	in	Internal	Control	over	Financial	Reporting

Under	the	supervision	and	with	the	participation	of	the	Registrants'	management,	including	their	respective	CEOs	and	CFOs,	the	Registrants evaluated	changes	in	internal	control	over	financial	reporting	that	occurred	during	the	quarter	ended	December	31,	2008	and	found	no	change	that has	materially	affected,	or	is	reasonably	likely	to	materially	affect,	internal	control	over	financial	reporting.

# Attestation	Report	of	Registered	Public	Accounting	Firm

We	have	audited	the	internal	control	over	financial	reporting	of	Entergy	Corporation	and	Subsidiaries	(the	"Corporation")	as	of	December	31, 2008,	based	on	criteria	established	 in	Internal	Control	-	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the Treadway	Commission.	The	Corporation's	management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting	and	for	its assessment	 of	 the	 effectiveness	 of	 internal	 control	 over	 financial	 reporting,	 included	 in	 the	 accompanying	 Internal	 Control	 over	 Financial Reporting.	Our	responsibility	is	to	express	an	opinion	on	the	Corporation's	internal	control	over	financial	reporting	based	on	our	audit.

We	conducted	our	audit	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards require	that	we	plan	and	perform	the	audit	to	obtain	reasonable	assurance	about	whether	effective	internal	control	over	financial	reporting	was maintained	in	all	material	respects.	Our	audit	included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that a	material	weakness	exists,	 testing	and	evaluating	 the	design	and	operating	effectiveness	of	 internal	control	based	on	 the	assessed	risk,	and performing	such	other	procedures	as	we	considered	necessary	in	the	circumstances.	We	believe	that	our	audit	provides	a	reasonable	basis	for	our opinion.

A	company's	internal	control	over	financial	reporting	is	a	process	designed	by,	or	under	the	supervision	of,	the	company's	principal	executive	and principal	financial	officers,	or	persons	performing	similar	functions,	and	effected	by	the	company's	board	of	directors,	management,	and	other personnel	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for	external purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company's	internal	control	over	financial	reporting	includes	those	policies and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and	dispositions of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of	the	company	are	being	made	only	in accordance	with	authorizations	of	management	and	directors	of	the	company;	and	(3)	provide	reasonable	assurance	regarding	prevention	or	timely detection	of	unauthorized	acquisition,	use,	or	disposition	of	the	company's	assets	that	could	have	a	material	effect	on	the	financial	statements.

Because	of	the	inherent	limitations	of	internal	control	over	financial	reporting,	including	the	possibility	of	collusion	or	improper	management override	of	controls,	material	misstatements	due	to	error	or	fraud	may	not	be	prevented	or	detected	on	a	timely	basis.	Also,	projections	of	any evaluation	of	the	effectiveness	of	the	internal	control	over	financial	reporting	to	future	periods	are	subject	to	the	risk	that	the	controls	may	become inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	policies	or	procedures	may	deteriorate.

In	our	opinion,	the	Corporation	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	December	31,	2008, based	 on	 the	 criteria	 established in	Internal	 Control	 -	 Integrated	 Framework issued	 by	 the	 Committee	 of	 Sponsoring	 Organizations	 of	 the Treadway	Commission.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	consolidated financial	statements	as	of	and	for	the	year	ended	December	31,	2008	of	the	Corporation	and	our	report	dated	February	27,	2009	expressed	an unqualified	opinion	on	those	consolidated	financial	statements.

We	have	audited	the	internal	control	over	financial	reporting	of	Entergy	Arkansas,	Inc.	(the	"Company")	as	of	December	31,	2008,	based	on criteria	 established in	Internal	 Control - Integrated	 Framework issued	 by	 the	 Committee	 of	 Sponsoring	 Organizations	 of	 the	 Treadway Commission.	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting	and	for	its	assessment of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Internal	Control	over	Financial	Reporting.	Our responsibility	is	to	express	an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

In	our	opinion,	the	Company	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	December	31,	2008,	based on	the	criteria	established	in	Internal	Control	-	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway Commission.

We	 have	 also	 audited,	 in	 accordance	 with	 the	 standards	 of	 the	 Public	 Company	Accounting	 Oversight	 Board	 (United	 States),	 the	 financial statements	as	of	and	for	the	year	ended	December	31,	2008	of	the	Company	and	our	report	dated	February	27,	2009	expressed	an	unqualified opinion	on	those	financial	statements.

We	have	audited	the	internal	control	over	financial	reporting	of	Entergy	Gulf	States	Louisiana,	L.L.C.	(the	"Company")	as	of	December	31,	2008, based	on	criteria	established	in	Internal	Control	-	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway Commission.	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting	and	for	its	assessment of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Internal	Control	over	Financial	Reporting.	Our responsibility	is	to	express	an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

We	 have	 also	 audited,	 in	 accordance	 with	 the	 standards	 of	 the	 Public	 Company	Accounting	 Oversight	 Board	 (United	 States),	 the	 financial statements	as	of	and	for	the	year	ended	December	31,	2008	of	the	Company	and	our	report	dated	February	27,	2009	expressed	an	unqualified opinion	on	those	financial	statements	and	includes	an	explanatory	paragraph	regarding	the	effects	of	the	distribution	of	certain	assets	and	liabilities to	Entergy	Texas,	Inc.	and	Subsidiaries	as	part	of	a	jurisdictional	separation	plan.

New	Orleans,	Louisiana February	27,	2009

We	have	audited	the	internal	control	over	financial	reporting	of	Entergy	Louisiana,	LLC	(the	"Company")	as	of	December	31,	2008,	based	on criteria	 established in	Internal	 Control - Integrated	 Framework issued	 by	 the	 Committee	 of	 Sponsoring	 Organizations	 of	 the	 Treadway Commission.	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting	and	for	its	assessment of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Internal	Control	over	Financial	Reporting.	Our responsibility	is	to	express	an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

To	the	Board	of	Directors	and	Shareholders Entergy	Mississippi,	Inc.:

We	have	audited	the	internal	control	over	financial	reporting	of	Entergy	Mississippi,	Inc.	(the	"Company")	as	of	December	31,	2008,	based	on criteria	 established in	Internal	 Control - Integrated	 Framework issued	 by	 the	 Committee	 of	 Sponsoring	 Organizations	 of	 the	 Treadway Commission.	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting	and	for	its	assessment of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Internal	Control	over	Financial	Reporting.	Our responsibility	is	to	express	an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

We	conducted	our	audit	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards require	that	we	plan	and	perform	the	audit	to	obtain	reasonable	assurance	about	whether	effective	internal	control	over	financial	reporting	was maintained	in	all	material	respects.	Our	audit	included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that a	material	weakness	exists,	testing	and	evaluating	the	design	and	operating	effectiveness	of	internal	control	based	on	assessed	risk,	and	performing such	other	procedures	as	we	considered	necessary	in	the	circumstances.	We	believe	that	our	audit	provides	a	reasonable	basis	for	our	opinion.

Because	of	the	inherent	limitations	of	internal	control	over	financial	reporting,	including	the	possibility	of	collusion	or	improper	management

override	of	controls,	material	misstatements	due	to	error	or	fraud	may	not	be	prevented	or	detected	on	a	timely	basis.	Also,	projections	of	any evaluation	of	the	effectiveness	of	the	internal	control	over	financial	reporting	to	future	periods	are	subject	to	the	risk	that	the	controls	may	become inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	policies	or	procedures	may	deteriorate.

We	have	audited	the	internal	control	over	financial	reporting	of	Entergy	New	Orleans,	Inc.	(the	"Company")	as	of	December	31,	2008,	based	on criteria	 established in	Internal	 Control - Integrated	 Framework issued	 by	 the	 Committee	 of	 Sponsoring	 Organizations	 of	 the	 Treadway Commission.	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting	and	for	its	assessment of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Internal	Control	over	Financial	Reporting.	Our responsibility	is	to	express	an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

We	have	audited	the	internal	control	over	financial	reporting	of	Entergy	Texas,	Inc.	and	Subsidiaries	(the	"Company")	as	of	December	31,	2008, based	on	criteria	established	in	Internal	Control	-	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway Commission.	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting	and	for	its	assessment of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Internal	Control	over	Financial	Reporting.	Our

responsibility	is	to	express	an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	consolidated financial	statements	as	of	and	for	the	year	ended	December	31,	2008	of	the	Company	and	our	report	dated	February	27,	2009	expressed	an unqualified	opinion	on	those	consolidated	financial	statements	and	includes	an	explanatory	paragraph	regarding	the	effects	of	the	distribution	of certain	assets	and	liabilities	from	Entergy	Gulf	States,	Inc.	to	the	Company	as	part	of	a	jurisdictional	separation	plan.

We	have	audited	the	internal	control	over	financial	reporting	System	Energy	Resources,	Inc.	(the	"Company")	as	of	December	31,	2008,	based	on criteria	 established in	Internal	 Control - Integrated	 Framework issued	 by	 the	 Committee	 of	 Sponsoring	 Organizations	 of	 the	 Treadway Commission.	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting	and	for	its	assessment of	 the	 effectiveness	 of	 internal	 control	 over	 financial	 reporting,	 including	 the	 accompanying	 Internal	 Control	 over	 Financial	 Reporting.	 Our responsibility	is	to	express	an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

# PART	III

# Item	 10.	Directors	and	Executive	Officers	of	the	Registrants	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana, Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans	and	Entergy	Texas)

Information	required	by	this	item	concerning	directors	of	Entergy	Corporation	is	set	forth	under	the	heading	"Item	1	-	Election	of	Directors" contained	in	the	Proxy	Statement	of	Entergy	Corporation,	to	be	filed	in	connection	with	its	Annual	Meeting	of	Stockholders	to	be	held	May	8, 2009,	and	is	incorporated	herein	by	reference.

All	officers	and	directors	listed	below	held	the	specified	positions	with	their	respective	companies	as	of	the	date	of	filing	this	report,	unless otherwise	noted.

Directors

Each	director	and	officer	of	the	applicable	Entergy	company	is	elected	yearly	to	serve	by	the	unanimous	consent	of	the	sole	stockholder	with	the exception	of	the	directors	and	officers	of	Entergy	Gulf	States	Louisiana,	L.L.C.	and	Entergy	Louisiana,	LLC,	who	are	elected	yearly	to	serve	by	the unanimous	 consent	 of	 the	 sole	 common	 membership	 owners,	 EGS	 Holdings,	 Inc.	 and	 Entergy	 Louisiana	 Holdings,	 respectively.	Entergy Corporation's	directors	are	elected	annually	at	the	annual	meeting	of	shareholders.	Entergy	Corporation's	officers	are	elected	at	the	annual	meeting of	the	Board	of	Directors.

# Corporate	Governance	Guidelines	and	Committee	Charters

Each	of	the	Audit,	Corporate	Governance	and	Personnel	Committees	of	Entergy	Corporation's	Board	of	Directors	operates	under	a	written	charter. In	addition,	the	full	Board	has	adopted	Corporate	Governance	Guidelines.	Each	charter	and	the	guidelines	are	available	through	Entergy's	website (www.entergy.com)	or	upon	written	request.

# Audit	Committee	of	the	Entergy	Corporation	Board

The	following	directors	are	members	of	the	Audit	Committee	of	Entergy	Corporation's	Board	of	Directors:

Steven	V.	Wilkinson	(Chairman)

Simon	D.	deBree

Stuart	L.	Levenick

James	R.	Nichols

All	Audit	Committee	members	are	independent.	For	purposes	of	independence	of	members	of	the	Audit	Committee,	an	independent	director	also may	not	accept	directly	or	indirectly	any	consulting,	advisory	or	other	compensatory	fee	from	Entergy	or	be	affiliated	with	Entergy	as	defined	in SEC	rules.	All	Audit	Committee	members	possess	the	level	of	financial	literacy	and	accounting	or	related	financial	management	expertise	required by	the	NYSE	rules.	Steven	V.	Wilkinson	qualifies	as	an	"audit	committee	financial	expert,"	as	that	term	is	defined	in	the	SEC	rules.

# Code	of	Ethics

The	Board	of	Directors	has	adopted	a	Code	of	Business	Conduct	and	Ethics	for	Members	of	the	Board	of	Directors.	The	code	is	available	through Entergy's	website	(www.entergy.com)	or	upon	written	request.	The	Board	has	also	adopted	a	Code	of	Business	Conduct	and	Ethics	for	Employees, that	includes	Special	Provision	Relating	to	Principal	Executive	Officer	and	Senior	Financial	Officers.	The	Code	of	Business	Conduct	and	Ethics	for Employees	is	to	be	read	in	conjunction	with	Entergy's	omnibus	code	of	integrity	under	which	Entergy	operates	called	the	Code	of	Entegrity	as	well as	system	policies.	All	employees	are	required	to	abide	by	the	Codes.	Non-bargaining	employees	are	required	to	acknowledge	annually	that	they understand	and	abide	by	the	Code	of	Entegrity.	The	Code	of	Business	Conduct	and	Ethics	for	Employees	and	the	Code	of	Entegrity	are	available through	Entergy's	website	(www.entergy.com)	or	upon	written	request.

# Source	of	Nominations	to	the	Board	of	Directors;	Nominating	Procedure

The	 Corporate	 Governance	 Committee	 has	 adopted	 a	 policy	 on	 consideration	 of	 potential	 director	 nominees.	The	 Committee	 will	 consider nominees	from	a	variety	of	sources,	including	nominees	suggested	by	shareholders,	executive	officers,	fellow	board	members,	or	a	third	party	firm retained	for	that	purpose.	It	applies	the	same	procedures	to	all	nominees	regardless	of	the	source	of	the	nomination.

Any	 party	 wishing	 to	 make	 a	 nomination	 should	 provide	 a	 written	 resume	 of	 the	 proposed	 candidate,	 detailing	 relevant	 experience	 and qualifications,	as	well	as	a	list	of	references.	The	Committee	will	review	the	resume	and	may	contact	references.	It	will	decide	based	on	the	resume and	references	whether	to	proceed	to	a	more	detailed	investigation.	If	the	Committee	determines	that	a	more	detailed	investigation	of	the	candidate is	warranted,	it	will	invite	the	candidate	for	a	personal	interview,	conduct	a	background	check	on	the	candidate,	and	assess	the	ability	of	the candidate	to	provide	any	special	skills	or	characteristics	identified	by	the	Committee	or	the	Board.

# Section	16(a)	Beneficial	Ownership	Reporting	Compliance

Information	called	for	by	this	item	concerning	the	directors	and	officers	of	Entergy	Corporation	is	set	forth	in	the	Proxy	Statement	of	Entergy Corporation	to	be	filed	in	connection	with	its	Annual	Meeting	of	Stockholders	to	be	held	on	May	8,	2009,	under	the	heading	"Section	16(a) Beneficial	Ownership	Reporting	Compliance",	which	information	is	incorporated	herein	by	reference.

# Item	11.	Executive	Compensation

Information	concerning	the	directors	and	officers	of	Entergy	Corporation	is	set	forth	in	the	Proxy	Statement	under	the	headings	"Compensation Discussion	 and	 Analysis,"	 "Executive	 Compensation	 Tables,"	 "Nominees	 for	 the	 Board	 of	 Directors,"	 and	 "Non-Employee	 Director Compensation,"	all	of	which	information	is	incorporated	herein	by	reference.

ENTERGY	ARKANSAS,	ENTERGY	GULF	STATES	LOUISIANA,	ENTERGY	LOUISIANA,	ENTERGY	MISSISSIPPI,	ENTERGY NEW	ORLEANS	AND	ENTERGY	TEXAS

# COMPENSATION	DISCUSSION	AND	ANALYSIS

# Introduction

In	this	section,	the	salaries	and	other	compensation	elements	paid	in	2008	to	the	Chief	Executive	Officers	("CEOs"),	the	Principal	Financial	Officer ("PFO"),	the	three	other	most	highly	compensated	executive	officers	other	than	the	CEO	and	PFO	(collectively,	the	"Named	Executive	Officers") of	each	of	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans	and	Entergy	Texas	(the "Subsidiaries")	are	discussed	and	analyzed.	The	purpose	of	this	section	is	to	provide	investors	with	material	information	necessary	to	understand the	compensation	policies	for	the	Named	Executive	Officers.	This	section	should	be	read	in	combination	with	the	more	detailed	compensation tables	and	other	data	presented	elsewhere	in	this	report.	For	information	regarding	the	compensation	of	the	named	executive	officers	of	Entergy Corporation,	see	the	Proxy	Statement	of	Entergy	Corporation.

The	Named	Executive	Officers	are	identified	in	the	Summary	Compensation	Table	immediately	following	this	Compensation	Discussion	and Analysis.	Mr.	Leonard,	Mr.	Denault	and	Mr.	Smith	also	serve	as	executive	officers	of	Entergy	Corporation.	 Mr.	Leonard,	Mr.	Denault	and	Mr. Smith	do	not	receive	additional	compensation	for	serving	as	Named	Executive	Officers	of	the	Subsidiaries.	Mr.	Lewis,	who	served	as	the	Vice President	and	Chief	Financial	Officer	-	Utility	Operations	Group	of	the	Subsidiaries,	is	not	an	executive	officer	of	Entergy	Corporation	and,	as such,	does	not	participate	in	many	of	the	compensation	programs	applicable	to	the	other	Named	Executive	Officers.	For	more	information	about the	officers	of	the	Subsidiaries,	see	Part	III,	Item	10	of	this	report.

# Executive	Summary

The	compensation	program	for	 the	Named	Executive	Officers	has	been	designed	 to	attract,	retain,	motivate	and	reward	executives	who	can contribute	to	the	long-term	success	and	thereby	build	value	for	the	shareholders	of	Entergy	Corporation.

The	executive	compensation	package	is	comprised	of	a	combination	of	short-term	and	long-term	compensation	elements.	Short-term	compensation includes	base	pay	and	annual	cash	bonus	awards.	Long-term	compensation	includes	stock	options	and	performance	units.

The	executive	compensation	program	is	approved	by	the	Personnel	Committee	of	Entergy	Corporation,	which	is	comprised	entirely	of	independent board	members.

The	following	table	summarizes	the	principal	factors	that	are	taken	into	account	in	deciding	the	amount	of	each	compensation	element	paid	or awarded	to	the	executives:

The	Committee's	assessment	of	other	elements	of	compensation

Compensation	 decisions	 for	 each	 executive	 officer	 are	 made	 after	 taking	 into	 account	 all	 elements	 of	 the	 officer's	 compensation.	In	making compensation	decisions,	the	same	compensation	policies	are	applied	to	all	of	the	executive	officers;	however,	the	application	of	these	policies results	in	different	compensation	amounts	to	individual	executive	officers	because	of:	(i)	differences	in	roles	and	responsibilities;	(ii)	differences	in market-based	compensation	levels	for	specific	officer	positions;	(iii)	the	assessment	of	individual	performance;	and	(iv)	variations	in	business	unit performance.

Objectives	of	the	Executive	Compensation	Program

# The	greatest	part	of	the	compensation	of	the	Named	Executive	Officers	should	be	in	the	form	of	"at	risk"	performance-based compensation.

The	compensation	programs	are	designed	to	ensure	that	a	significant	percentage	of	the	total	compensation	of	the	Named	Executive	Officers	is contingent	on	achievement	of	performance	goals	that	drive	total	shareholder	return	and	result	in	increases	in	Entergy	Corporation's	common	stock price.	For	example,	each	of	the	annual	cash	incentive	and	long-term	performance	unit	programs	is	designed	to	pay	out	only	if	Entergy	Corporation achieves	pre-established	performance	goals.	Assuming	achievement	of	these	performance	goals	at	target	level,	approximately	80%	of	the	annual target	 total	 compensation	 (excluding	 non-qualified	 supplemental	 retirement	 income)	 of	 Entergy	 Corporation's	 Chief	 Executive	 Officer	 is represented	by	performance-based	compensation	and	the	remaining	20%	is	represented	by	base	salary.	For	Mr.	Denault	and	Mr.	Smith,	assuming achievement	 of	 performance	 goals	 at	 the	 target	 levels,	 approximately	 65%	 of	 the	 annual	 target	 total	 compensation	 (excluding	 non-qualified supplemental	retirement	income)	is	represented	by	performance-based	compensation	and	the	remaining	35%	by	base	salary.	For	substantially	all	of the	other	Named	Executive	Officers,	assuming	achievement	of	performance	goals	at	the	target	levels,	at	least

50%	of the	annual	 target	 total	compensation	(excluding	non-qualified	supplemental	retirement	 income)	 is	represented	by	performance-based compensation	and	the	remaining	50%	by	base	salary.	Entergy	Corporation's	Chief	Executive	Officer's	total	compensation	is	at	greater	risk	than	the other	Named	Executive	Officers,	reflecting	both	market	practice	and	acknowledging	the	leadership	role	of	the	Chief	Executive	Officer	in	setting company	policy	and	strategies.

# A	substantial	portion	of	the	Named	Executive	Officers'	compensation	should	be	delivered	in	the	form	of	equity	awards.

To	align	the	economic	interests	of	the	Named	Executive	Officers	with	the	shareholders	of	Entergy	Corporation,	Entergy	Corporation	believes	a substantial	portion	of	their	total	compensation	should	be	in	the	form	of	equity-based	awards.	Equity	awards	are	typically	granted	in	the	form	of stock	options	with	a	three-year	vesting	schedule	and	performance	units	with	a	three-year	performance	cycle.	Stock	options	are	generally	subject only	to	time-based	vesting.	Performance	units	pay	out	only	if	Entergy	Corporation	achieves	specified	performance	targets.	The	amount	of	payout varies	based	on	the	level	of	performance	achieved.

# The	compensation	programs	of	Entergy	Corporation	and	the	Subsidiaries	should	enable	the	companies	to	attract,	retain	and motivate	executive	talent	by	offering	compensation	packages	that	are	competitive	but	fair.

It	is	in	the	shareholders'	best	interests	that	Entergy	Corporation	and	the	Subsidiaries	attract	and	retain	talented	executives	by	offering	compensation packages	that	are	competitive	but	fair.	Entergy	Corporation's	Personnel	Committee	has	sought	to	develop	compensation	programs	that	deliver	total target	compensation	in	aggregate	at	approximately	the	50 th 	percentile	of	the	market.

# The	Starting	Point

To	develop	a	competitive	compensation	program,	the	Personnel	Committee	on	an	annual	basis	reviews	base	salary	and	other	compensation	data from	two	sources:

Survey	Data:	The	Committee	uses	published	and	private	compensation	survey	data	to	develop	marketplace	compensation	levels	for	executive officers.	The	data,	which	is	compiled	by	the	Committee's	independent	compensation	consultant,	compares	the	current	compensation	levels received	by	each	of	the	executive	officers	against	the	compensation	levels	received	by	executives	holding	similar	positions	at	companies	with corporate	revenues	consistent	with	the	revenues	of	Entergy	Corporation.	For	non-industry	specific	positions	such	as	a	chief	financial	officer, the	Committee	reviews	data	from	general	industry.	For	management	positions	that	are	industry-specific	such	as	Group	President,	Utility Operations,	the	Committee	reviews	data	from	energy	service	companies.	The	survey	data	reviewed	by	the	Committee	covers	approximately 300	public	and	private	companies	in	general	industry	and	approximately	70	public	and	private	companies	in	the	energy	services	sector.	In evaluating	compensation	levels	against	the	survey	data,	the	Committee	considers	only	the	aggregated	survey	data.	The	identity	of	the companies	comprising	the	survey	data	is	not	disclosed	to,	or	considered	by,	the	Committee	in	its	decision-making	process	and,	thus,	is	not considered	material	by	the	Committee.

The	Committee	uses	the	survey	data	to	develop	compensation	programs	that	deliver	total	target	compensation	at	approximately	the 50 th 	 percentile	 of	 the	 surveyed	 companies.	 This	 survey	 data	 is	 used	 as	 the	 primary	 data	 for	 purposes	 of	 determining	 target compensation.	For	this	purpose,	the	Committee	reviews	the	results	of	the	survey	data	(organized	in	tabular	format)	comparing	each	of the	Named	Executive	Officer's	compensation	relative	to	the	25 th ,	50 th 	(or	median)	and	75 	percentile	of	the	surveyed	companies.	The th Committee	considers	its	objectives	to	have	been	met	if	Entergy	Corporation's	Chief	Executive	Officer,	the	executive	officers	who constitute	what	is	referred	to	as	the	Office	of	the	Chief	Executive,	considered	as	a	group	(9	officers	including	Mr.	Denault	and	Mr. Smith)	and	the	other	Named	Executive	Officer	have	a	target	compensation	package	that	falls	within	the	range	of	90	-	110	percent	of the	50th	percentile	of	the	surveyed	companies.	In	2008,	in	the	aggregate	the	target	compensation	of	all	of	the	Named	Executive Officers	fell	within	this	range.	Actual	compensation	received	by	an	individual	officer	may	be	above	or	below	the	50 th 	percentile	based on	an	individual	officer's	skills,	performance	and	responsibilities.

Proxy	Analysis:	Although	the	survey	data	described	above	is	the	primary	data	source	used	in	determining	compensation,	the	Committee reviews	data	derived	from	proxy	statements	as	an	additional	point	of	analysis.	The	proxy	data	is	used	to	compare	the	compensation	levels	of executive	officers	against	the	compensation	levels	of	the	corresponding	executive	officers	from	18	of	the	companies	included	in	the Philadelphia	Utilities	Index.	The	analysis	is	used	by	the	Committee	to	evaluate	the	reasonableness	of	the	Company's	compensation	program. The	proxy	market	data	compare	Entergy	executive	officers	to	other	proxy	officers	based	on	pay	rank	without	regard	to	roles	and responsibilities.	These	companies	are:

AES	Corporation

Exelon	Corporation

# Ameren	Corporation

# FirstEnergy	Corporation

American	Electric	Power	Co.	Inc. FPL	Group	Inc.

CenterPoint	Energy	Inc. Consolidated	Edison	Inc. Dominion	Resources	Inc. DTE	Energy	Company

Duke	Energy	Corporation Edison	International

Northeast	Utilities PG&E	Corporation Progress	Energy,	Inc.

Public	Service	Enterprise	Group, Inc.

Southern	Company

XCEL	Energy

# Elements	of	the	Compensation	Program

The	major	components	of	the	executive	compensation	program	are	presented	below:

# Short-Term	Compensation

# Base	Salary

Base	salary	is	a	component	of	each	Named	Executive	Officer's	compensation	package	because	the	Committee	believes	it	is	appropriate	that	some portion	of	the	compensation	that	is	provided	to	these	officers	be	provided	in	a	form	that	is	a	fixed	cash	amount.	Also,	base	salary	remains	the	most common	form	of	payment	throughout	all	industries.	Its	use	ensures	a	competitive	compensation	package	to	the	Named	Executive	Officers.

The	Committee	(in	the	case	of	Mr.	Leonard,	Mr.	Denault	and	Mr.	Smith)	or	certain	senior	Entergy	officers	(in	the	case	of	the	other	Named Executive	Officers)	determine	whether	to	award	Named	Executive	Officers	annual	merit	increases	in	base	salary	based	on	the	following	factors:

Entergy	Corporation,	business	unit	and	individual	performance	during	the	prior	year;

Market	data;

Internal	pay	equity;	and

The	Committee's	assessment	of	other	elements	of	compensation	provided	to	the	Named	Executive	Officer.

The	corporate	and	business	unit	goals	and	objectives	vary	by	individual	officers	and	include,	among	other	things,	corporate	and	business	unit financial	performance,	capital	expenditures,	cost	containment,	safety,	reliability,	customer	service,	business	development	and	regulatory	matters.

The	 use	 of	 "internal	 pay	 equity"	 in	 setting	 merit	 increases	 is	 limited	 to	 determining	 whether	 a	 change	 in	 an	 executive	 officer's	 role	 and responsibilities	 relative	 to	 other	 executive	 officers	 requires	 an	 adjustment	 in	 the	 officer's	 salary.	 The	 Committee	 has	 not	 established	 any predetermined	formula	against	which	the	base	salary	of	one	Named	Executive	Officer	is	measured	against	another	officer	or	employee.

In	2008,	on	the	basis	of	the	market	data	and	other	factors	described	above,	merit-based	salary	increases	for	the	Named	Executive	Officers	were approved	in	amounts	ranging	from	3.2	to	5.2	percent.	In	general	these	merit-based	increases	were	consistent	with	the	merit	increase	percentages approved	with	respect	to	Named	Executive	Officers	in	the	last	two	years	(excluding	adjustments	in	salaries	related	to	market	factors,	promotions	or other	changes	in	job	responsibilities).

The	following	table	sets	forth	the	2007	base	salaries	for	the	Named	Executive	Officers,	the	2008	percentage	increase	and	the	resulting	2008	base salary.	Except	as	described	below,	changes	in	base	salaries	were	effective	in	April	of	each	of	the	years	shown.

| Named	Executive<br>Officer | 2007	Base<br>Salary | Percentage	Increase | 2008	Base	Salary |
| :--- | :--- | :--- | :--- |
| J.\tWayne\tLeonard | $1,230,000 | 5.0% | $1,291,500 |

| Leo	P.	Denault | $600,000 | 5.0% | $630,000 |
| :--- | :--- | :--- | :--- |
| Richard\tJ.\tSmith | $622,400 | 3.5% | $645,000 |
| E.\tRenae\tConley | $392,000 | 4.0% | $407,680 |
| Hugh\tT.\tMcDonald | $311,992 | 3.2% | $322,132 |
| Joseph\tF.\tDomino | $307,009 | 3.5% | $317,754 |
| Roderick\tK.\tWest | $276,000 | 13.75% | $315,000 |
| Theodore\tH.\tBunting,\tJr. | $325,000 | 5.2% | $341,900 |
| Haley\tFisackerly | $205,004 | 32.9% | $275,000 |
| Carolyn\tShanks | $307,009 | 3.3% | $317,140 |
| Jay\tA.\tLewis | $207,000 | 3.24% | $213,707 |

In	addition	to	the	market-based	and	other	factors	described	above,	the	following	factors	were	considered	by	the	Committee	with	respect	to	the officers	identified	below:

Mr.	Leonard's	salary	was	increased	due	to	the	Personnel	Committee's	assessment	of,	among	other	things,	his	strong	performance	as	Chief Executive	Officer	of	Entergy	Corporation,	Entergy	Corporation's	financial	and	operational	performance	in	2007	and	comparative	market	data on	base	salaries	for	chief	executive	officers.

In	May,	2008,	Carolyn	Shanks	resigned	as	CEO	-	Entergy	Mississippi	and	accepted	a	conditional	offer	of	employment	at	Enexus	Energy Corporation.	Upon	her	resignation,	Mr.	Fisackerly	was	promoted	to	President	and	CEO	of	Entergy	Mississippi,	and	Mr.	Fisackerly's	salary was	increased	to	reflect	the	increased	responsibilities	of	his	new	position	and	comparative	market	and	internal	data	for	officers	holding similar	positions	and	performing	similar	responsibilities.

In	the	third	quarter	of	2008,	Mr.	Bunting	took	on	the	role	of	principal	financial	officer	for	the	Subsidiaries	replacing	Mr.	Lewis	in	that position.	In	the	third	quarter	of	2008,	Mr.	Lewis	assumed	a	position	with	Enexus	Energy	Corporation.

Mr.	West's	salary	was	increased	to	reflect	his	performance	as	CEO	-	Entergy	New	Orleans,	the	strategic	challenges	facing	Entergy	New Orleans	and	the	importance	of	retaining	Mr.	West	to	manage	these	challenges	and	to	retain	internal	competitiveness	of	Mr.	West's	salary	with officers	in	the	Company	holding	similar	positions.

In	January	2009,	in	light	of	current	economic	conditions	and	the	projected	slow	or	little	growth	for	executive	officer	salaries	in	2009	based	on general	industry	surveys	obtained	from	human	resource	consulting	firms,	the	Personnel	Committee	decided	not	to	increase	the	2009	base	salaries	of the	executive	officers	who	constitute	the	Office	of	the	Chief	Executive	Officer	from	the	2008	base	salaries	set	for	such	executive	officers.

# Non-Equity	Incentive	Plan	(Cash	Bonus)

Performance-based	incentives	are	included	in	the	Named	Executive	Officers'	compensation	packages	because	it	encourages	the	Named	Executive Officers	to	pursue	objectives	consistent	with	the	overall	goals	and	strategic	direction	that	the	Entergy	board	has	set	for	Entergy	Corporation. Annual	incentive	plans	are	commonly	used	by	companies	in	a	variety	of	industry	sectors	to	compensate	their	executive	officers.

The	Named	Executive	Officers	participate	in	a	performance-based	cash	bonus	plan	known	as	the	Executive	Annual	Incentive	Plan	or	Executive Incentive	Plan	(other	than	Mr.	Lewis	who	participates	in	a	management	level	annual	incentive	plan	substantially	similar	to	the	Executive	Incentive Plan	known	as	the	Management	Incentive	Plan).	The	Executive	Incentive	Plan	and	the	Management	Incentive	Plan	operate	on	a	calendar	year	basis. A	performance	metric	known	as	the	Entergy	Achievement	Multiplier	is	used	to	determine	the	payouts	for	each	particular	calendar	year.	 The Entergy	Achievement	Multiplier	is	used	to	determine	the	percentage	of	target	annual	plan	awards	that	will	be	paid	each	year	to	each	Named Executive	Officer.	In	December	2007,	the	Entergy	Achievement	Multiplier	for	2008	awards	was	selected	to	be	based	in	equal	part	on	earnings	per share	and	operating	cash	flow.	The	Committee	selected	these	performance	measures	because:

earnings	per	share	and	operating	cash	flow	have	both	a	correlative	and	causal	relationship	to	shareholder	value	performance;

earnings	per	share	and	operating	cash	flow	targets	are	aligned	with	externally-communicated	goals;	and

earnings	per	share	and	operating	cash	flow	results	are	readily	available	in	earning	releases	and	SEC	filings.

In	addition,	these	measures	are	commonly	used	by	other	companies,	including	the	industry	peer	group	companies,	as	components	of	their	incentive programs.	For	example,	approximately	56	percent	of	the	industry	peer	group	companies	use	earnings	per	share	as	an	incentive	measure	and	22 percent	use	some	type	of	cash	flow	measure.	The	Personnel	Committee	evaluates	and	sets	the	performance	measures	used	for	the	Executive Incentive	Plan	and	the	Management	Incentive	Plan	on	an	annual	basis.

The	Committee	sets	minimum	and	maximum	achievement	 levels	under	 the	Executive	Incentive	Plan	and	 the	Management	Incentive	Plan	at approximately	10%	below	and	10%	above	target	achievement	levels.		Payouts	for	performance	between	minimum	and	target	achievement	levels and	between	 target	and	maximum	 levels	are	calculated	using	straight	 line	 interpolation.	 	In	general,	 the	Committee	seeks	 to	establish	 target achievement	levels	such	that	the	relative	difficulty	of	achieving	the	target	level	is	consistent	from	year	to	year.		Over	the	past	five	years	ending	in 2008,	the	average	Entergy	Achievement	Multiplier	was	140%	of	target.		This	result	reflects	the	strong	performance	of	Entergy	Corporation	during this	period.

In	December	2007,	the	Committee	set	the	2008	target	awards	for	incentives	to	be	paid	in	2009	under	the	Executive	Incentive	Plan	and	the Management	Incentive	Plan.	As	a	percentage	of	base	salary,	the	target	awards	for	certain	of	Entergy	named	executive	officers	were	set	as	follows: J.	Wayne	Leonard,	CEO	of	Entergy	Corporation	(120%);	Leo	P.	Denault,	Executive	Vice	President	and	Chief	Financial	Officer	(70%);	and	Richard J.	Smith,	President	and	Chief	Operating	Officer	of	Entergy	Corporation	(70%).	The	Committee	based	its	decision	on	the	target	awards	for	Mr. Denault	and	Mr.	Smith	on	the	recommendation	of	Entergy's	Chief	Executive	Officer.

In	setting	these	target	awards,	the	Personnel	Committee	considered	several	factors,	including:

Analysis	provided	by	the	Committee's	independent	compensation	consultant	as	to	compensation	practices	at	the	industry	peer	group companies	and	the	general	market	for	companies	the	size	of	Entergy	Corporation;

Competitiveness	of	Entergy	Corporation's	compensation	plans	and	their	ability	to	attract	and	retain	top	executive	talent;

The	individual	performance	of	each	Entergy	named	executive	officer	(other	than	the	Chief	Executive	Officer	of	Entergy	Corporation)	as

evaluated	by	the	Chief	Executive	Officer	of	Entergy	Corporation;

Target	bonus	levels	in	the	market	for	comparable	positions;

The	desire	to	ensure	that	a	substantial	portion	of	total	compensation	is	performance-based;

The	relative	importance,	in	any	given	year,	of	the	short-term	performance	goals	established	pursuant	to	the	Executive	Incentive	Plan;	and The	Committee's	assessment	of	other	elements	of	compensation	provided	to	the	Entergy	named	executive	officers.

The	target	awards	for	the	other	Named	Executive	Officers	were	set	as	follows:	E.	Renae	Conley,	CEO	-	Entergy	Gulf	States	Louisiana	and	CEO	- Entergy	Louisiana	(60%);	Joseph	F.	Domino,	CEO	-	Entergy	Texas	(50%);	Hugh	T.	McDonald,	CEO	-	Entergy	Arkansas	(50%);	Roderick	K. West,	CEO	-	Entergy	New	Orleans	(40%);	Haley	Fisackerly,	CEO	-	Entergy	Mississippi	(40%),	Theodore	H.	Bunting,	Jr.	-	acting	principal financial	officer	-	the	Subsidiaries	(60%)	and	Carolyn	Shanks	former	CEO-Entergy	Mississippi	(50%).	The	target	award	for	Jay	Lewis,	former principal	financial	officer	of	the	Subsidiaries,	is	set	at	40%.

The	target	awards	for	the	Named	Executive	Officers	(other	than	Entergy	named	executive	officers)	were	set	by	their	respective	supervisors	(subject to	ultimate	approval	of	Entergy's	Chief	Executive	Officer	or	in	the	case	of	Mr.	Lewis,	Entergy's	Chief	Financial	Officer)	who	allocated	a	potential incentive	 pool	 established	 by	 the	 Personnel	 Committee	 among	 various	 of	 their	 direct	 and	 indirect	 reports.	In	 setting	 the	 target	 awards,	 the supervisor	took	into	account	considerations	similar	to	those	used	by	the	Personnel	Committee	in	setting	the	target	awards	for	Entergy's	Named Executive	Officers.

The	Committee	established	a	higher	target	percentage	for	Mr.	Leonard	compared	to	the	other	Named	Executive	Officers	to	reflect	the	following factors:

Mr.	Leonard's	leadership	and	contributions	to	Entergy	Corporation's	success	as	measured	by,	among	other	things,	the	overall	performance	of Entergy	Corporation.

Market	practices	that	compensate	chief	executive	officers	at	greater	potential	compensation	levels	with	more	"pay	at	risk,"	than	other executive	officers.

The	Personnel	Committee's	assessment	of	Mr.	Leonard's	strong	performance	based	on	the	Board's	annual	performance	evaluation,	in	which the	Board	reviews	and	assesses	Mr.	Leonard's	performance	based	on:	leadership,	strategic	planning,	financial	results,	succession	planning, communications	with	all	of	the	stakeholders,	external	relations	with	the	communities	and	industries	in	which	Entergy	Corporation	operates and	his	relationship	with	the	Board.

Target	 awards	 are	 set	 based	 on	 an	 executive	 officer's	 current	 position	 and	 executive	 management	 level	 within	 the	 Entergy	 organization. Management	levels	at	Entergy	range	from	Level	1	thorough	Level	5.	Mr.	Denault	and	Mr.	Smith	hold	positions	in	Level	2	whereas	Mr.	Bunting and	Ms.	Conley	hold	positions	in	Level	3	and	Mr.	Domino,	Mr.	Fisackerly,	Mr.	McDonald,	Ms.	Shanks	and	Mr.	West	hold	positions	in	Level	4	and Mr.	Lewis	holds	a	position	in	Level	5.	Accordingly,	their	respective	incentive	targets	differ	one	from	another	based	on	the	external	market	data developed	by	the	Committee's	independent	compensation	consultant	and	the	other	factors	noted	above.

In	January	2008,	the	Committee	determined	the	Entergy	Achievement	Multiplier	to	be	used	for	purposes	of	establishing	annual	bonuses	for	2008. The	targets	established	to	measure	management	performance	against	as	reported	results	were:

|  | Minimum | Target | Maximum |
| :--- | :--- | :--- | :--- |
| Earnings\tPer\tShare\t($) | 6.03 | 6.70 | 7.37 |
| Operating\tCash\tFlow\n\t\t($\tin\tBillions) | 2.34 | 2.67 | 3.00 |

After	reviewing	earnings	per	share	and	operating	cash	flow	results	against	the	performance	objectives	in	the	above	table,	the	Personnel	Committee set	the	Entergy	Achievement	Multiplier	at	140%	of	target.

Under	the	terms	of	the	Executive	Incentive	Plan,	the	Entergy	Achievement	Multiplier	is	automatically	increased	by	25	percent	for	the	members	of the	Office	of	the	Chief	Executive	(including	Mr.	Denault	and	Mr.	Smith,	but	not	the	other	Named	Executive	Officers),	subject	to	the	Personnel Committee's	discretion	to	adjust	the	automatic	multiplier	downward	or	eliminate	it	altogether.	In	accordance	with	Section	162(m)	of	the	Internal Revenue	Code,	the	multiplier	which	Entergy	refers	to	as	the	Management	Effectiveness	Factor	is	intended	to	provide	the	Committee,	through	the exercise	of	negative	discretion,	a	mechanism	to	take	into	consideration	the	specific	achievement	factors	relating	to	the	overall	performance	of Entergy	 Corporation.	 In	 January	 2009,	 the	 Committee	 exercised	 its	 negative	 discretion	 to	 eliminate	 the	 Management	 Effectiveness	 Factor, reflecting	 the	 Personnel	 Committee's	 determination	 that	 the	 Entergy	 Achievement	 Multiplier,	 in	 and	 of	 itself	 without	 the	 Management Effectiveness	Factor,	was	consistent	with	the	performance	levels	achieved	by	management.

The	annual	incentive	award	for	the	Named	Executive	Officers	(other	than	Mr.	Leonard,	Mr.	Denault	and	Mr.	Smith)	is	awarded	from	an	incentive pool	approved	by	the	Committee.	From	this	pool,	each	named	executive	officer's	supervisor	determines	the	annual	incentive	payment	based	on	the Entergy	Achievement	Multiplier.	The	supervisor	has	the	discretion	to	increase	or	decrease	the	multiple	used	to	determine	an	incentive	award	based on	individual	and	business	unit	performance.	The	incentive	awards	are	subject	to	the	ultimate	approval	of	Entergy's	Chief	Executive	Officer.

The	following	table	shows	the	Executive	and	Management	Incentive	Plans	payments	as	a	percentage	of	base	salary	for	2008:

| Named	Exeutive	Officer | Target | Percentage	Base | 2008	Annual |
| :--- | :--- | :--- | :--- |
|  |  | Salary | Incentive\tAward |
| J.\tWayne\tLeonard | 120% | 168% | $2,169,720 |
| Leo\tP.\tDenault | 70% | 98% | $617,400 |

| Richard	J.	Smith | 70% | 98% | $632,100 |
| :--- | :--- | :--- | :--- |
| E.\tRenae\tConley | 60% | 102% | $415,000 |
| Hugh\tT.\tMcDonald | 50% | 50% | $160,500 |
| Joseph\tF.\tDomino | 50% | 72% | $230,000 |
| Roderick\tK.\tWest | 40% | 80% | $252,000 |
| Haley\tFisackerly | 40% | 46% | $125,700 |
| Theodore\tH.\tBunting,\tJr. | 60% | 117% | $400,023 |
| Carolyn\tShanks | 50% | 72% | $229,134 |
| Jay\tA.\tLewis | 40% | 60% | $128,505 |

While	Ms.	Shanks	and	Mr.	Lewis	are	no	longer	CEO-Entergy	Mississippi	and	principal	financial	officer	for	the	Subsidiaries,	respectively,	Ms. Shanks	continues	to	participate	in	the	Executive	Incentive	Plan,	and	Mr.	Lewis	continues	to	participate	in	the	Management	Incentive	Plan	as	they remain	employees	of	Entergy	since	the	contemplated	Enexus	separation	has	not	occurred	and	Enexus	remains	a	subsidiary	of	Entergy.

# Nuclear	Retention	Plan

Some	of	Entergy's	executives,	but	not	any	of	the	Named	Executive	Officers,	participate	in	a	special	retention	plan	for	officers	and	other	leaders	with special	expertise	in	the	nuclear	industry.	The	Committee	authorized	the	Plan	to	attract	and	retain	management	talent	in	the	nuclear	power	field,	a field	which	requires	unique	technical	and	other	expertise	that	is	in	great	demand	in	the	utility	industry.	The	Plan	provides	for	bonuses	to	be	paid over	a	 three-year	employment	period.	Subject	to	continued	employment	with	a	participating	company,	a	participating	employee	is	eligible	to receive	a	special	cash	bonus	consisting	of	three	payments,	each	consisting	of	an	amount	from	15%	to	30%	of	such	participant's	base	salary.

Mr.	Fisackerly	was	a	participant	in	the	Plan.	With	his	promotion	to	CEO	-	Entergy	Mississippi,	Mr.	Fisackerly	no	longer	served	in	a	nuclear capacity	and	was	no	longer	eligible	to	participate	in	the	Plan.	Under	the	Plan,	Mr.	Fisackerly	was	eligible	to	receive	an	annual	cash	bonus	equal	to 20%	of	his	base	2007	salary.	As	payment	of	bonuses	under	this	Plan	requires	continued	eligibility	under	the	Plan	and	to	meet	Mr.	Fisackerly targeted	compensation,	Mr.	Fisackerly	received	a	cash	payment	of	$41,000,	an	amount	equal	to	one	year's	cash	bonus,	to	compensate	him	for	his discontinued	participation	in	the	Plan.

# Long-Term	Compensation

Entergy	Corporation's	long-term	equity	incentive	programs	are	intended	to	reward	the	Named	Executive	Officers	for	achievement	of	shareholder value	creation	over	the	long-term.	In	its	long-term	incentive	programs,	Entergy	Corporation	primarily	uses	a	mix	of	performance	units	and	stock options	in	order	to	accomplish	different	objectives.	Performance	units	reward	the	Named	Executive	Officers	on	the	basis	of	total	shareholder return,	which	is	a	measure	of	stock	appreciation	and	dividend	payments	relative	to	the	industry	peer	group	companies.	Stock	options	provide	a direct	incentive	for	increasing	the	price	of	Entergy	Corporation	common	stock.	In	addition,	Entergy	Corporation	occasionally	awards	restricted units	for	retention	purposes	or	to	offset	forfeited	compensation	in	order	to	attract	officers	and	managers	from	other	companies.

Each	of	the	performance	units	and	stock	options	granted	to	the	Named	Executive	Officers	in	2008	were	awarded	under	the	2007	Equity	Ownership and	Long	Term	Cash	Incentive	Plan	of	Entergy	Corporation,	which	is	referred	to	as	the	2007	Equity	Ownership	Plan.

# Performance	Unit	Program

Entergy	Corporation	issues	performance	unit	awards	to	the	Named	Executive	Officers	(other	than	Mr.	Lewis)	under	its	Performance	Unit	Program. Each	Performance	Unit	equals	the	cash	value	of	one	share	of	Entergy	Corporation	common	stock	at	the	end	of	the	three-year	performance	cycle. Each	unit	also	earns	the	cash	equivalent	of	the	dividends	paid	during	the	performance	cycle.	The	Performance	Unit	Program	is	structured	to	reward Named	Executive	Officers	only	if	performance	goals	set	by	the	Personnel	Committee	are	met.	The	Personnel	Committee	has	no	discretion	to	make awards	if	minimum	performance	goals	are	not	achieved.	The	Performance	Unit	Program	provides	a	minimum,	target	and	maximum	achievement level.	Performance	is	measured	by	assessing	Entergy	Corporation's	total	shareholder	return	relative	to	the	total	shareholder	return	of	industry	peer group	companies.	The	Personnel	Committee	chose	total	shareholder	return	as	a	measure	of	performance	because	it	assesses	Entergy	Corporation's creation	of	shareholder	value	relative	to	other	electric	utilities	over	the	performance	cycle.	Minimum,	target	and	maximum	performance	levels	are determined	by	reference	to	the	quartile	ranking	of	Entergy	Corporation's	total	shareholder	return	against	the	total	shareholder	return	of	industry peer	group	companies.

For	the	2009-2011	performance	cycle,	the	Personnel	Committee	identified	the	Philadelphia	Utility	Index	as	the	industry	peer	group	for	total shareholder	return	performance	because	the	companies	represented	in	this	index	more	closely	approximate	Entergy	Corporation	in	terms	of	size. The	companies	included	in	the	Philadelphia	Utility	Index	are	provided	above	in	the	Compensation	Discussion	and	Analysis	under	"The	Starting Point	-	Proxy	Analysis."

Subject	to	achievement	of	the	Performance	Unit	Program	performance	levels,	the	Personnel	Committee	established	target	amounts	of	22,500 performance	units	for	Mr.	Leonard;	and	4,800	performance	units	for	each	of	Mr.	Denault	and	Mr.	Smith	for	the	2009-2011	performance	cycle.	 The target	 amount	 for	 the	 other	 Named	 Executive	 Officers	 are	 as	 follows:	2,000	 performance	 units	 for	 Ms.	 Conley	 and	 Mr.	 Bunting;	 and	 900 performance	units	for	each	of	Mr.	Domino,	Mr.	McDonald,	Mr.	West,	Mr.	Fisackerly	and	Ms.	Shanks.	 The	range	of	payouts	under	the	program	is shown	below.

Quartiles: 4 3 2 1 Performance Levels: Zero Minimum Target Maximum

# Total Shareholder Return	Ranges: Below	25 th 	percentile

	percentiles

75 th 	percentile	and	above

Payouts:

# No	Payout

Interpolate	between Minimum	and	Target (10%	to	100%	of	Target) Interpolate	between Target	and	Maximum (100%	to	250%	of Maximum	Payout	(250% of	Target)

Target)

The	 Personnel	 Committee	 sets	 payout	 opportunities	 for	 the Performance	 Unit Program each performance cycle.	In determining payout opportunities,	the	Committee	considers	several	factors,	including:

The	advice	of	the	Committee's	independent	compensation	consultant	regarding	compensation	practices	at	the	industry	peer	group	companies; Competitiveness	of	the	Entergy	Corporation's	compensation	plans	and	their	ability	to	attract	and	retain	top	executive	talent;

Target	long-term	compensation	values	in	the	market	for	similar	jobs;

The	desire	to	ensure,	as	described	above,	that	a	substantial	portion	of	total	compensation	is	performance-based;

The	relative	importance,	in	any	given	year,	of	the	long-term	performance	goals	established	pursuant	to	the	Performance	Unit	Program;	and The	Committee's	assessment	of	other	elements	of	compensation	provided	to	the	Named	Executive	Officer.

For	the	2006-2008	performance	cycle,	the	target	amounts	established	in	January	2006	were:

33,500	performance	units	for	Mr.	Leonard;

6,000	performance	units	for	Mr.	Denault	and	Mr.	Smith;

2,400	performance	units	for	Ms.	Conley	and	Mr.	Bunting;	and

1,100	performance	units	for	each	of	Mr.	Domino,	Mr.	McDonald,	Mr.	Fisackerly	and	Ms.	Shanks.

Participants	could	earn	performance	units	consistent	with	the	range	of	payouts	as	described	above	for	the	2009-2011	performance	cycle.	The Committee	established	a	higher	target	amount	for	Mr.	Leonard	compared	to	the	other	Named	Executive	Officers	based	on	the	following	factors:

Market	practices	that	compensate	chief	executive	officers	at	greater	potential	compensation	levels	with	more	"pay	at	risk,"	than	other	named executive	officers.

In	January	2009,	the	Committee	assessed	Entergy	Corporation's	total	shareholder	return	for	the	2006-2008	performance	period	and	determined	the actual	number	of	performance	units	to	be	paid	to	Performance	Unit	Program	participants	for	the	2006-2008	performance	cycle.	Performance	was measured	in	a	manner	similar	to	that	described	above	for	the	2009-2011	cycle,	on	the	basis	of	relative	total	shareholder	return.

For	purposes	of	determining	Entergy	Corporation's	relative	performance	for	the	2006-2008	period,	the	Committee	used	the	Philadelphia	Utility Index	as	the	peer	group.	Based	on	market	data	and	the	recommendation	of	management,	the	Committee	compared	Entergy	Corporation's	total shareholder	return	against	the	total	shareholder	return	of	the	companies	that	comprised	the	Philadelphia	Utility	Index.

Based	 on	 a	 comparison	 of	 Entergy	 Corporation's	 performance	 relative	 to	 the	 Philadelphia	 Utility	 Index	 as	 described	 above,	 the	 Committee concluded	that	Entergy	Corporation	had	exceeded	the	performance	targets	for	the	2006-2008	performance	cycle	with	Entergy	finishing	in	the	first quartile	which	resulted	in	a	payment	of	250%	of	target	(the	maximum	amount	payable).	Each	performance	unit	was	then	automatically	converted into	cash	at	the	rate	of	$83.13	per	unit,	the	closing	price	of	Entergy	Corporation	common	stock	on	the	last	trading	day	of	the	performance	cycle (December	31,	2008),	plus	dividend	equivalents	accrued	over	the	three-year	performance	cycle.	See	the	2008	Option	Exercises	and	Stock	Vested table	for	the	amount	paid	to	each	of	the	Named	Executive	Officers	for	the	2006-2008	performance	unit	cycle.

The	Personnel	Committee	and	in	the	case	of	the	Named	Executive	Officers	(other	than	Mr.	Leonard,	Mr.	Denault	and	Mr.	Smith),	Entergy's	Chief Executive	Officer	and	the	Named	Executive	Officer's	supervisor	consider	several	factors	in	determining	the	amount	of	stock	options	it	will	grant under	Entergy's	equity	ownership	plans	to	the	Named	Executive	Officers,	including:

# Individual	performance;

Prevailing	market	practice	in	stock	option	grants;

The	targeted	long-term	value	created	by	the	use	of	stock	options;

The	number	of	participants	eligible	for	stock	options,	and	the	resulting	"burn	rate"	(i.e.,	the	number	of	stock	options	authorized	divided	by

the	total	number	of	shares	outstanding)	to	assess	the	potential	dilutive	effect;	and

For	stock	option	awards	to	the	Named	Executive	Officers	(other	than	Mr.	Leonard),	the	Committee's	assessment	of	individual	performance	of	each Named	Executive	Officer	done	in	consultation	with	Entergy	Corporation's	Chief	Executive	Officer	is	the	most	important	factor	in	determining	the number	of	options	awarded.

The	following	table	sets	forth	the	number	of	stock	options	granted	to	each	Named	Executive	Officer	in	2008.	The	exercise	price	for	each	option was	$108.20,	which	was	the	closing	fair	market	value	of	Entergy	Corporation	common	stock	on	the	date	of	grant.

| Named	Exeutive	Officer | Stock	Options |
| :--- | :--- |
| J.\tWayne\tLeonard | 175,000 |
| Leo\tP.\tDenault | 50,000 |
| Richard\tJ.\tSmith | 35,000 |
| E.\tRenae\tConley | 15,600 |

| Hugh	T.	McDonald | 7,000 |
| :--- | :--- |
| Haley\tFisackerly | 5,000 |
| Joseph\tF.\tDomino | 7,000 |
| Roderick\tK.\tWest | 8,000 |
| Theodore\tH.\tBunting,\tJr. | 18,000 |
| Carolyn\tShanks | 7,000 |

The	option	grants	awarded	to	the	Named	Executive	Officers	(other	than	Mr.	Leonard	and	Mr.	Lewis)	ranged	in	amount	between	5,000	and	50,000 shares.	Mr.	Lewis	did	not	receive	any	stock	option	awards	in	2008.	In	the	case	of	Mr.	Leonard,	who	received	175,000	stock	options,	the	Committee took	special	note	of	his	performance	as	Entergy	Corporation's	Chief	Executive	Officer.	Among	other	things,	the	Committee	noted	that	the	total shareholder	return	of	Entergy	Corporation	measured	over	the	nine-year	period	between	Mr.	Leonard's

appointment	as	CEO	of	Entergy	Corporation	 in	January	1999	and the	January	24,	2008	grant	date	exceeded	all	of the industry	peer	group companies	as	well	as	all	other	U.S.	utility	companies.

For	additional	information	regarding	stock	options	awarded	in	2008	to	each	of	the	Named	Executive	Officers,	see	the	2008	Grants	of	Plan-Based Awards	table.

Under	the	equity	ownership	plans,	all	options	must	have	an	exercise	price	equal	to	the	closing	fair	market	value	of	Entergy	Corporation	common stock	on	the	date	of	grant.	In	2008,	Entergy	Corporation	implemented	guidelines	that	require	an	executive	officer	to	achieve	and	maintain	a	level	of Entergy	Corporation	stock	ownership	equal	to	a	multiple	of	his	or	her	salary.	Until	an	executive	officer	achieves	the	multiple	ownership	position	of Entergy	Corporation	common	stock,	the	executive	officer	(including	a	Named	Executive	Officer)	upon	exercising	any	stock	option	granted	on	or after	January	1,	2003,	must	retain	at	least	75%	of	the	after-tax	net	profit	from	such	stock	option	exercise	in	the	form	of	Entergy	Corporation common	stock.

Entergy	Corporation	has	not	adopted	a	formal	policy	regarding	the	granting	of	options	at	times	when	it	is	in	possession	of	material	non-public information.	However,	Entergy	Corporation	generally	grants	options	to	Named	Executive	Officers	only	during	the	month	of	January	in	connection with	its	annual	executive	compensation	decisions.	On	occasion,	it	may	grant	options	to	newly	hired	employees	or	existing	employees	for	retention or	other	limited	purposes.

# Restricted	Units

Restricted	units	granted	under	the	equity	ownership	plans	represent	phantom	shares	of	Entergy	Corporation	common	stock	(i.e.,	non-stock	interests that	have	an	economic	value	equivalent	to	a	share	of	Entergy	Corporation	common	stock).	Entergy	Corporation	occasionally	grants	restricted	units for	retention	purposes,	to	offset	forfeited	compensation	from	a	previous	employer	or	other	limited	purposes.	If	all	conditions	of	the	grant	are satisfied,	restrictions	on	the	restricted	units	lift	at	the	end	of	the	restricted	period,	and	a	cash	equivalent	value	of	the	restricted	units	is	paid.	The settlement	price	is	equal	to	the	number	of	restricted	units	multiplied	by	the	closing	price	of	Entergy	Corporation	common	stock	on	the	date restrictions	lift.	Restricted	units	are	not	entitled	to	dividends	or	voting	rights.	Restricted	units	are	generally	time-based	awards	for	which	restrictions lift,	subject	to	continued	employment,	over	a	two-	to	five-year	period.

In	January	2008,	the	Committee	granted	Mr.	Denault,	Entergy	Corporation's	Chief	Financial	Officer,	24,000	restricted	units.	The	Committee determined	that,	in	light	of	the	numerous	strategic	challenges	facing	Entergy	(including	the	challenges	associated	with	the	completion	of	Entergy's pending	separation	of	its	non-utility	nuclear	business)	it	was	essential	that	Entergy	retain	Mr.	Denault's	continued	services	as	an	executive	officer of	 Entergy.	The	Committee	also	 took	 into	account	 the	competitive	market	for	chief	financial	officers	and	Mr.	Denault's	broader	role	 in	 the leadership	of	Entergy.	In	determining	the	size	of	the	grant,	the	Committee	consulted	its	independent	consultant	to	confirm	that	the	grant	was consistent	with	market	practices.	The	Committee	chose	restricted	units	over	other	retention	instruments	because	it	believes	that	restricted	stock units	 better	 align	 the	 interest	 of	 the	 officer	 with	 Entergy	 Corporation's	 shareholders	 in	 terms	 of	 growing	 shareholder	 value	 and	 increasing shareholder	returns	on	equity.	The	Committee	also	noted,	based	on	the	advice	of	its	independent	consultant,	that	such	grants	are	a	commonly	used market	technique	for	retention	purposes.

# The	restricted	units	will	vest	on	the	following	dates:

| Vesting	Date | Restricted	Stock	Units |
| :--- | :--- |
| January\t25,\t2011 | 8,000 |
| January\t25,\t2012 | 8,000 |
| January\t25,\t2013 | 8,000 |

On	each	vesting	date,	Entergy	will	pay	Mr.	Denault,	subject	to	payment	of	withholding	taxes,	a	cash	amount	equal	to	the	closing	price	of	a	share	of Entergy	common	stock	on	that	date.	Under	certain	conditions,	including	a	change	of	control	of	Entergy,	death	or	disability,	Mr.	Denault's	restricted stock	units	may	vest	on	an	earlier	date.

In	April	2008,	 the	Personnel	Committee	granted	Mr.	West,	CEO-Entergy	New	Orleans,	15,000	restricted	units.	 The	Committee	awarded	 the restricted	units	in	light	of	Mr.	West's	performance	as	Chief	Executive	Officer	of	Entergy	New	Orleans,	the	strategic	challenges	facing	Entergy	New Orleans	and	the	importance	of	retaining	Mr.	West	to	manage	these	challenges.	In	determining	the	size	of	the	grant,	the	Committee	consulted	its independent	consultant	to	confirm	that	the	grant	was	consistent	with	market	practices.	The	Committee	chose	restricted	units	over	other	retention instruments	because	it	believes	that	restricted	units	better	align	the	interest	of	the	officer	with	our	shareholders	in	terms	of	growing	shareholder value	and	increasing	shareholder	returns	on	equity.	The	Committee	also	noted,	based	on	the	advice	of	its	independent	consultant,	that	such	grants are	a	commonly	used	market	technique	for	retention	purposes.	The	restricted	units	will	vest	on	April	8,	2013.

On	the	vesting	date,	Entergy	will	pay	Mr.	West,	subject	to	payment	of	withholding	taxes,	a	cash	amount	equal	to	the	15,000	units	multiplied	by	the closing	price	of	a	share	of	Entergy	common	stock	on	that	date.	Under	certain	conditions,	including	a	change	of	control	of	Entergy,	Mr.	West's restricted	stock	units	may	vest	on	an	earlier	date.

No	other	Named	Executive	Officers	received	restricted	units	during	2008.

# 2008	Significant	Achievements

In	assessing	individual	and	management	performance	with	respect	to	the	overall	compensation	of	the	Named	Executive	Officers,	the	Committee noted	the	following	significant	achievements	during	2008:

Managed	storm	restoration	for	two	major	back	to	back	hurricanes	-Gustav	and	Ike;

Achieved	alternative	method	of	securitization	which	provided	benefits	for	shareholders	and	customers;

Successfully	completed	acquisition	of	Ouachita	generation	facility	and	received	approval	from	the	Arkansas	Public	Service	Commission;

Successfully	completed	acquisition	of	the	Calcasieu	generation	facility	and	received	approval	from	the	Louisiana	Public	Service

Commission;

Achieved	record	generation	from	the	non-utility	nuclear	fleet;

Made	significant	progress	on	the	contemplated	separation	of	the	non-nuclear	utility	segment;

Completed	$0.5	billion	of	the	Board	approved	and	previously	disclosed	$1.5	billon	stock	repurchase	program;

Receipt	from	Platts	Global	Energy	of	a	special	award	of	excellence	in	recognition	of	standout	performance	year	after	year	over	the	past decade,	Entergy	was	cited	for	being	a	finalist	39	times	in	the	Awards	contest,	far	more	than	any	other	energy	company	and	Wayne	Leonard being	named	a	finalist	for	the	CEO	of	the	Year	award	by	Platts	Global	Energy	for	the	eighth	consecutive	year;

Recognition	for	corporate	governance	practice	where	in	2008	we	received	a	10	rating	from	Governance	Metrics	International	and	100 percent	rating	for	corporate	governance	in	the	Institutional	Shareholder	Services	utility	rankings;	and Received	multiple	awards	and	recognition,	including	10 th 	consecutive	annual	EEI	award	for	storm	restoration	leadership	with	recognition	for the	Assistance	Award	in	2008.

# Benefits,	Perquisites,	Agreements	and	Post-Termination	Plans

# Pension	Plan,	Pension	Equalization	Plan	and	System	Executive	Retirement	Plan

The	Named	Executive	Officers	participate	in	an	Entergy	Corporation-sponsored	pension	plan	that	covers	a	broad	group	of	employees.	This	pension plan	is	a	funded,	tax-qualified,	noncontributory	defined	benefit	pension	plan.	Benefits	under	the	pension	plan	are	based	upon	an	employee's	years of	service	with	an	Entergy	system	company	and	the	employee's	average	monthly	rate	of	earnings	(which	generally	includes

salary	and	eligible	bonus,	other	than	Executive	Incentive	Plan	or	Management	Incentive	Plan	bonus)	for	the	highest	consecutive	60	months	during the	120	months	preceding	termination	of	employment	or	"Eligible	Earnings,"	and	are	payable	monthly	after	separation	from	an	Entergy	system company.	The	amount	of	annual	earnings	that	may	be	considered	in	calculating	benefits	under	the	pension	plan	is	limited	by	federal	law.

Benefits	under	the	pension	plan	are	calculated	as	an	annuity	equal	to	1.5%	of	a	participant's	Eligible	Earnings	multiplied	by	years	of	service.	Years of	service	under	the	pension	plan	formula	cannot	exceed	40.	Contributions	to	the	pension	plan	are	made	entirely	by	the	employer	and	are	paid	into a	trust	fund	from	which	the	benefits	of	participants	will	be	paid.

Entergy	Corporation	sponsors	a	Pension	Equalization	Plan,	which	is	available	to	a	select	group	of	management	and	highly	compensated	employees, including	the	Named	Executive	Officers	(other	than	Entergy's	Chief	Executive	Officer).	The	Pension	Equalization	Plan	is	a	nonqualified	unfunded plan	that	provides	for	payment	from	the	employer's	general	assets	of	an	amount	payable	as	a	single	sum	distribution	substantially	equal	to	the actuarial	present	value	of	the	difference	between	the	amount	that	would	have	been	payable	under	the	pension	plan,	but	for	legislation	limiting pension	benefits	and	earnings	that	may	be	considered	in	calculating	pension	benefits,	and	the	amount	actually	payable	under	the	pension	plan.	The Pension	Equalization	Plan	also	takes	into	account	as	earnings	any	Executive	Incentive	Plan	or	Management	Incentive	Plan	bonus	awards.

Entergy	Corporation	also	sponsors	a	System	Executive	Retirement	Plan	available	to	its	approximately	60	officers,	including	the	Named	Executive Officers	(other	than	Mr.	Leonard	and	Mr.	Lewis).	Participation	in	the	System	Executive	Retirement	Plan	requires	individual	approval	by	the	plan administrator.	The	System	Executive	Retirement	Plan	is	designed	to	offer	a	single	sum	payment	of	the	actuarial	value	of	the	replacement	income ratio	in	the	range	(based	on	management	level	and	total	years	of	service)	of	55%	to	65%	of	a	Named	Executive	Officer's	final	three-year	average annual	compensation	(i.e.,	generally	one-third	of	the	sum	of	the	participant's	base	salary	and	Executive	Incentive	Plan	bonus	for	the	three	years during	the	last	10	years	preceding	termination	of	employment	in	which	such	sum	is	the	highest).	The	System	Executive	Retirement	Plan	recognizes a	maximum	of	30	years	of	service	for	purposes	of	calculating	a	participant's	benefit.	If	the	benefit	under	the	System	Executive	Retirement	Plan	is the	greater	benefit	when	compared	to	the	Pension	Equalization	Plan,	then	the	single	sum	amount	payable	under	the	System	Executive	Retirement Plan	is	offset	by	the	value	of	the	qualified	Pension	Plan,	and	is	also	typically	offset	by	any	prior	employer	pension	benefit	available	to	the executive.	While	the	System	Executive	Retirement	Plan	has	a	replacement	ratio	schedule	from	one	year	of	service	to	the	maximum	of	30	years	of service,	the	table	below	offers	a	sample	ratio	at	20	and	30	years	of	service.

| Years	of<br>Service | Executives	at<br>Management<br>Level	1 | Executives	at	Management	Level	3<br>&amp;	above	-	includes	the	remaining	4<br>Named	Executive	Officers | Executives	at<br>Management<br>Level	4 |
| :--- | :--- | :--- | :--- |
| 20\tYears | 55.0% | 50.0% | 45.0% |
| 30\tyears | 65.0% | 60.0% | 55.0% |

Mr.	Leonard's	retention	agreement	(as	further	discussed	below)	provides	that,	in	lieu	of	his	participation	in	the	Pension	Equalization	Plan	and	the System	Executive	Retirement	Plan,	upon	the	termination	of	his	employment	(unless	such	termination	is	for	Cause,	as	defined	in	the	agreement),	he will	be	entitled	to	receive	a	benefit	equal	to	60%	of	his	final	three-year	average	compensation	(as	described	in	the	description	of	the	System Executive	Retirement	Plan	above)	calculated	as	a	single	life	annuity	and	payable	as	an	actuarial	equivalent	lump	sum.	This	benefit	will	be	reduced by	other	benefits	to	which	he	is	entitled	from	any	Entergy	Corporation-sponsored	pension	plan	or	prior	employer	pension	plans.	The	terms	of	Mr. Leonard's	Supplemental	Retirement	Benefit	were	negotiated	at	the	time	of	his	employment	with	Entergy	Corporation	and	were	designed	to,	among

other	things,	offset	the	loss	of	benefits	resulting	from	Mr.	Leonard's	resignation	from	his	prior	employer.	At	the	time	that	Entergy	Corporation recruited	Mr.	Leonard,	he	had	accumulated	twenty-five	years	of	seniority	with	his	prior	employer	and	had	served	as	an	executive	officer	for	that employer	for	over	ten	years	and	in	an	officer-level	capacity	for	over	fifteen	years.

The	Committee	believes	that	the	Pension	Plan,	Pension	Equalization	Plan	and	System	Executive	Retirement	Plan	are	an	important	part	of	the Named	Executive	Officers'	compensation	program.	These	plans	are	important	in	the	recruitment	of	top	talent	in	the	competitive	market,	as	these types	of	supplemental	plans	are	typically	found	in	companies	of	similar	size	to	Entergy	Corporation.	These	plans	serve	a	critically	important	role	in the	retention	of	senior	executives,	as	benefits	from	these	plans	generally	increase	for	each	year	that	these	executives	remain	employed	by	an Entergy	system	company.	The	plans	thereby	encourage	the	most	senior	executives	to	remain	employed	within	the	Entergy	system	and	continue their	work	on	behalf	of	Entergy	Corporation's	shareholders.

The	Entergy	System	company	employer	of	Ms.	Conley,	Mr.	Smith	and	Mr.	Denault	has	agreed	to	provide	service	credit	to	each	of	them	under either	the	Pension	Equalization	Plan	or	the	System	Executive	Retirement	Plan.	Entergy	System	company	employers	typically	offer	these	service credit	benefits	as	one	element	of	the	total	compensation	package	offered	to	new	mid-level	or	senior	executives	that	are	recruited	from	other companies.	By	offering	these	executives	"credited	service,"	Entergy	Corporation	is	able	to	compete	more	effectively	to	hire	these	employees	by mitigating	the	potential	loss	of	their	pension	benefits	resulting	from	accepting	employment	within	the	Entergy	system.

See	the	2008	Pension	Benefits	table	for	additional	information	regarding	the	operation	of	the	plans	described	under	this	caption.

# Savings	Plan

The	 Named	 Executive	 Officers	 are	 eligible	 to	 participate	 in	 an	 Entergy	 Corporation-sponsored	 Savings	 Plan	 that	 covers	 a	 broad	 group	 of employees.	This	is	a	tax-qualified	retirement	savings	plan,	wherein	 total	combined	before-tax	and	after-tax	contributions	may	not	exceed	30 percent	of	a	participant's	base	salary	up	to	certain	contribution	limits	defined	by	law.	In	addition,	under	the	Savings	Plan,	the	participant's	employer matches	an	amount	equal	to	seventy	cents	for	each	dollar	contributed	by	participating	employees,	including	the	Named	Executive	Officers,	on	the first	 six	 percent	 of	 their	 Earnings	 (as	 defined	 in	 the	 Savings	 Plan)	 for	 that	 pay	 period.	Entergy	Corporation	maintains	 the	 Savings	 Plan	 for employees	of	participating	Entergy	System	companies,	including	the	Named	Executive	Officers,	because	it	wishes	to	encourage	employees	to	save some	percentage	of	their	cash	compensation	for	their	eventual	retirement.	The	Savings	Plan	permits	employees	to	make	such	savings	in	a	manner that	is	relatively	tax	efficient.	This	type	of	savings	plan	is	also	a	critical	element	in	attracting	and	retaining	talent	in	a	competitive	market.

# Executive	Deferred	Compensation

The	Named	Executive	Officers	(other	than	Mr.	Lewis)	are	eligible	to	defer	up	to	100%	of	the	following	into	the	Entergy	Corporation-sponsored Executive	Deferred	Compensation	Plan:

Executive	Incentive	Plan	Bonus

Performance	Unit	Program	Awards

The	Named	Executive	Officers	also	are	eligible	to	defer	up	to	100%	of	the	following	payments	into	the	2007	Equity	Ownership	Plan:

Amounts	deferred	under	the	Executive	Deferred	Compensation	Plan	and	2007	Equity	Ownership	Plan	are	subject	to	limitations	prescribed	by	law and	the	respective	plan.

Additionally,	Mr.	Leonard	currently	has	deferred	account	balances	under	a	frozen	Defined	Contribution	Restoration	Plan.	These	amounts	are deemed	invested	in	the	options	available	under	this	Defined	Contribution	Restoration	Plan.	The	Defined	Contribution	Restoration	Plan,	until	it	was frozen	in	2005,	credited	eligible	employees	deferral	accounts	with	employer	contributions	to	the	extent	contributions	under	the	qualified	savings plan	in	which	the	employee	participated	were	subject	to	limitations	imposed	by	the	Internal	Revenue	Code.

All	deferral	amounts	represent	an	unfunded	liability	of	the	employer.	Amounts	deferred	into	the	2007	Equity	Ownership	Plan	are	deemed	invested in	 phantom	 shares	 of	 Entergy	 Corporation	 common	 stock.	Amounts	 deferred	 under	 the	 Executive	 Deferred	 Compensation	 Plan	 are	 deemed invested	 in	 one	 or	 more	 of	 the	 investment	 options	 (generally	 mutual	 funds)	 offered	 under	 the	 Savings	 Plan.	Within	 the	 Executive	 Deferred Compensation	Plan,	the	Named	Executive	Officer	may	move	funds	from	one	deemed	investment	option	to	another.	In	accordance	with	transition rules	 under	 Internal	 Revenue	 Code	 Section	 409A,	 in	 2008,	 the	 Named	 Executive	 Officers	 were	 provided	 the	 opportunity	 to	 accelerate	 the distribution	of	funds	from	their	deferral	accounts.	All	of	the	Named	Executive	Officers	who	maintained	deferral	accounts	under	the	Executive Deferred	Compensation	Plan,	the	Equity	Ownership	Plan	and	the	Defined	Contribution	Restoration	Plan,	except	Mr.	Leonard,	elected	to	accelerate distribution	of	all	amounts	from	their	deferral	accounts	into	January	2009.

The	employer	does	not	"match"	amounts	that	are	deferred	by	employees	pursuant	to	the	Executive	Deferred	Compensation	Plan	or	2007	Equity Ownership	Plan.	With	the	exception	of	allowing	for	the	deferral	of	federal	and	state	taxes,	Entergy	Corporation	provides	no	additional	benefit	to the	Named	Executive	Officer	for	deferring	any	of	the	above	payments.	Any	increase	in	value	of	the	deferred	amounts	results	solely	from	the increase	in	value	of	the	investment	options	selected	(phantom	Entergy	Corporation	common	stock	or	mutual	fund	available	under	the	Savings Plan).	Deferred	amounts	are	credited	with	earnings	or	losses	based	on	the	rate	of	return	of	deemed	investment	options	or	Entergy	Corporation common	stock,	as	selected	by	the	participants.

Entergy	Corporation	provides	this	benefit	because	the	Committee	believes	it	is	standard	market	practice	to	permit	officers	to	defer	the	cash	portion of	their	compensation.	The	Executive	Deferred	Compensation	Plan	and	2007	Equity	Ownership	Plan	permit	them	to	do	this	while	also	receiving gains	or	losses	on	deemed	investments,	as	described	above.	Entergy	Corporation	believes	that	providing	this	benefit	is	important	as	a	retention	and recruitment	tool	as	many,	if	not	all,	of	the	companies	with	which	Entergy	Corporation	and	the	Subsidiaries	compete	for	executive	talent	provide	a

# similar	arrangement	to	their	senior	employees.

# Health	&	Welfare	Benefits

The	Named	Executive	Officers	are	eligible	to	participate	in	various	health	and	welfare	benefits	available	to	a	broad	group	of	employees.	These benefits	include	medical,	dental	and	vision	coverage,	life	and	accidental	death	&	dismemberment	insurance	and	long-term	disability	insurance. Eligibility,	coverage	levels,	potential	employee	contributions	and	other	plan	design	features	are	the	same	for	the	Named	Executive	Officers	as	for the	broad	employee	population.

# Executive	Long-Term	Disability	Program

All	executive	officers,	including	the	Named	Executive	Officers,	are	eligible	to	participate	in	the	Entergy	Corporation-sponsored	Executive	Long- Term	Disability	program.	Individuals	who	elect	to	participate	in	this	plan	and	become	disabled	under	the	terms	of	the	plan	are	eligible	for	65 percent	of	the	difference	between	their	base	salary	and	$275,000	(i.e.	the	base	salary	that	produces	the	maximum	$15,000	monthly	disability payment	under	the	Entergy	Corporation's	general	long-term	disability	plan).

# Perquisites

Entergy	Corporation	provides	the	Named	Executive	Officers	with	certain	perquisites	and	other	personal	benefits	as	part	of	providing	a	competitive executive	compensation	program	and	for	employee	retention.	However,	perquisites	are	not	a	material	part	of	the	compensation	program	for	the Named	Executive	Officers.	In	2008,	Entergy	Corporation	offered	to	the	Named	Executive	Officers	(other	than	Mr.	Lewis)	limited	benefits	such	as the	following:	corporate	aircraft	usage,	personal	financial	counseling,	club	dues	and	annual	physical	exams	(which	are	mandatory	for	Entergy's named	executive	officers).	For	security	and	business	reasons,	Entergy	Corporation	permits	its	Chief	Executive	Officer	to	use	its	corporate	aircraft at	Entergy	Corporation	expense	for	personal	use.	The	other	Named	Executive	Officers	may	use	corporate	aircraft	for	personal	travel	subject	to	the approval	of	Entergy	Corporation's	Chief	Executive	Officer.	The	Personnel	Committee	reviews	all	perquisites,	 including	 the	use	of	corporate aircraft,	 on	 an	 annual	 basis.	For	 additional	 information	 regarding	 perquisites,	 see	 the	 "All	 Other	 Compensation"	 column	 in	 the	 Summary Compensation	table.

# Retention	Agreements	and	other	Compensation	Arrangements

The	Committee	believes	that	retention	and	transitional	compensation	arrangements	are	an	important	part	of	overall	compensation.	The	Committee believes	that	these	arrangements	help	to	secure	the	continued	employment	and	dedication	of	the	Named	Executive	Officers,	notwithstanding	any concern	that	they	might	have	at	the	time	of	a	change	in	control	regarding	their	own	continued	employment.	In	addition,	the	Committee	believes	that these	arrangements	are	important	as	recruitment	and	retention	devices,	as	all	or	nearly	all	of	the	companies	with	which	Entergy	Corporation	and	the Subsidiaries	compete	for	executive	talent	have	similar	arrangements	in	place	for	their	senior	employees.

To	achieve	these	objectives,	Entergy	Corporation	has	established	a	System	Executive	Continuity	Plan	under	which	each	of	the	Named	Executive Officers	(other	than	Mr.	Lewis)	is	entitled	to	receive	"change	of	control"	payments	and	benefits	if	such	officer's	employment	is	involuntarily terminated	for	similar	qualifying	events	or	circumstances.	Based	on	the	market	data	provided	by	its	independent	compensation	consultant,	the Committee	believes	the	benefits	and	payment	levels	under	the	System	Executive	Continuity	Plan	are	consistent	with	market	practices.

In	certain	cases,	the	Committee	may	approve	the	execution	of	a	retention	agreement	with	an	individual	executive	officer.	These	decisions	are	made on	a	case	by	case	basis	to	reflect	specific	retention	needs	or	other	factors,	including	market	practice.	If	a	retention	agreement	is	entered	into	with	an individual	officer,	the	Committee	considers	the	economic	value	associated	with	that	agreement	in	making	overall	compensation	decisions	for	the affected	officer.	Entergy	Corporation	has	voluntarily	adopted	a	policy	that	any	severance	arrangements	providing	benefits	in	excess	of	2.99	times an	officer's	annual	base	salary	and	bonus	must	be	approved	by	its	shareholders.

At	present,	Entergy	Corporation	has	entered	into	a	retention	agreement	only	with	two	of	the	Named	Executive	Officers,	Mr.	Leonard	and	Mr. Denault.	In	general,	these	retention	agreements	provide	for	"change	in	control"	payments	and	other	benefits	in	lieu	of	to	those	provided	under	the System	Executive	Continuity	Plan.	The	retention	agreements	entered	into	with	Mr.	Leonard	and	Mr.	Denault	reflect,	among	other	things,	the competition	for	chief	executive	officer	and	chief	financial	officer	talent	in	the	market	place	and	the	Committee's	assessment	of	the	critical	role	of these	officers	in	executing	Entergy	Corporation's	long-term	financial	and	other	strategic	objectives.	Based	on	the	market	data	provided	by	its independent	compensation	consultant,	the	Committee	believes	the	benefits	and	payment	levels	under	these	retention	agreements	are	consistent	with market	practices.

Until	her	resignation	as	CEO-Entergy	Mississippi,	Ms.	Shanks	had	an	employment	agreement	which	provided	for	her	continued	employment through	2011,	an	arrangement	for	her	to	become	a	special	project	coordinator	for	Entergy	Mississippi	or	any	other	Entergy	system	company	and change-in-control	payments.	This	agreement	was	terminated	in	April	2008	when	Ms.	Shanks	resigned	as	CEO-Entergy	Mississippi.

For	additional	information	regarding	the	System	Executive	Continuity	Plan	and	Mr.	Leonard's	and	Mr.	Denault's	retention	agreement	described above,	see	"Potential	Payments	upon	Termination	or	Change	in	Control."

# Compensation	Program	Administration

# Role	of	Personnel	Committee

The	Personnel	Committee	has	overall	responsibility	for	approving	the	compensation	program	for	the	Named	Executive	Officers	and	makes	all	final compensation	decisions	regarding	Entergy	Corporation's	named	executive	officers.	The	Personnel	Committee	is	responsible	for,	among	its	other duties,	the	following	actions	related	to	Entergy	Corporation's	named	executive	officers:

developing	and	implementing	compensation	policies	and	programs	for	the	executive	officers,	including	any	employment	agreement	with	an executive	officer;

evaluating	the	performance	of	Entergy	Corporation's	Chairman	and	Chief	Executive	Officer;	and

reporting,	at	least	annually,	to	the	Board	on	succession	planning,	including	succession	planning	for	Entergy	Corporation's	Chief	Executive Officer.

The	Personnel	Committee	has	authorized,	in	limited	circumstances,	the	delegation	of	its	authority	to	grant	stock	options	under	Entergy	plans	to Entergy	Corporation's	Chairman	and	Chief	Executive	Officer	and	Senior	Vice	President	of	Human	Resources	subject	to	the	following	conditions:

No	grant	may	exceed	an	aggregate	value	of	$1	million	per	grantee;

All	awards	must	be	issued	in	accordance	with	the	terms	of	Entergy	Corporation's	plans,	including	the	requirement	that	all	options	be	issued for	an	exercise	price	not	less	than	the	fair	market	value	of	the	stock	on	date	the	option	is	granted;

No	awards	may	be	granted	to	any	employee	of	Entergy	Corporation	subject	to	Section	16	of	the	Securities	Exchange	Act	of	1934;	and The	Personnel	Committee	must	be	advised	on	at	least	a	quarterly	basis	of	the	grants	made	under	the	exercise	of	this	delegated	authority.

Certain	aspects	of	 the	compensation	of	officers	who	are	not	Entergy	named	executive	officers,	Mr.	Bunting,	Ms.	Conley,	Mr.	Domino,	Mr. Fisackerly,	 Mr.	 McDonald,	 Ms.	 Shanks	 and	 Mr.	West	 are	 not	 directly	 determined	 by	 the	 Personnel	 Committee.	 While	 the	 Committee	 does determine	the	number	of	performance	units	to	be	granted	to	these	Named	Executive	Officers,	the	Committee	does	not	determine	the	actual	annual incentive	target	for	these	Named	Executive	Officers.	Rather,	the	Committee	establishes	an	overall	available	annual	incentive	pool	for	these	officers and	establishes	the	specific	goal	targets	and	ranges,	the	officers'	respective	supervisor	determines	the	actual	incentive	payment,	in	each	case	subject to	the	ultimate	approval	of	Entergy's	Chief	Executive	Officer.	Further,	Entergy's	Chief	Executive	Officer	and	the	officer's	supervisor	have	ultimate responsibility	for	adjusting	the	salary	of	these	Named	Executive	Officers	as	deemed	appropriate.	The	officer's	supervisor	and	Entergy's	Chief Executive	Officer	also	determine	how	many	stock	option	awards	are	to	be	allocated	to	the	Named	Executive	Officers	from	an	available	pool established	by	the	Personnel	Committee	for	similarly	situated	officers,	though	the	Personnel	Committee	ultimately	approves	the	options	granted.

# Role	of	Chief	Executive	Officer

The	 Personnel	 Committee	 solicits	 recommendations	 from	 Mr.	 Leonard,	 Entergy	 Corporation's	 Chief	 Executive	 Officer,	 with respect to compensation	decisions	for	Mr.	Denault	and	Mr.	Smith.	Mr.	Leonard's	role	is	limited	to:

providing	the	Committee	with	an	assessment	of	the	performance	of	Mr.	Denault	and	Mr.	Smith;	and

recommending	base	salary,	annual	merit	increases,	stock	option	and	annual	cash	incentive	plan	compensation	amounts	for	these	officers.

In	addition,	 the	Committee	may	request	 that	Mr.	Leonard	provide	management	feedback	and	recommendations	on	changes	 in	 the	design	of compensation	programs,	such	as	special	retention	plans	or	changes	in	structure	of	bonus	programs.	Mr.	Leonard	does	not	play	any	role	with	respect to	 any	 matter	 affecting	 his	 own	 compensation	 nor	 does	 he	 have	 any	 role	 determining	 or	 recommending	 the	 amount,	 or	 form,	 of	 director compensation.

As	noted	above,	under	"Role	of	Personnel	Committee,"	Mr.	Leonard	also	plays	a	role	in	determining	the	Subsidiary	Named	Executive	Officers' base	salary,	their	annual	incentive	target	and	the	number	of	stock	options	they	receive.

Mr.	Leonard	may	attend	committee	meetings	of	the	Personnel	Committee	only	at	the	invitation	of	the	chair	of	the	Personnel	Committee	and	cannot call	a	meeting	of	the	Committee.	However,	he	is	not	in	attendance	at	any	meeting	when	the	Committee	determines	and	approves	the	compensation to	be	paid	to	the	Named	Executive	Officers.	Since	he	is	not	a	member	of	the	Committee,	he	has	no	vote	on	matters	submitted	to	the	Committee. During	2008,	Mr.	Leonard	attended	5	meetings	of	the	Personnel	Committee.

In	2008,	the	Committee's	compensation	consultant	met	at	the	request	of	the	Personnel	Committee	with	Mr.	Leonard	to	review	market	trends	in executive	and	management	compensation	and	to	discuss	Entergy	Corporation	and	its	Subsidiaries'	overall	compensation	philosophy,	such	as	the optimum	balance	between	base	and	incentive	compensation.	In	addition,	the	Committee	requested	that	its	independent	compensation	consultant interview	Mr.	Leonard	to	obtain	management	feedback	on	the	impact	of	compensation	programs	on	employees	and	information	regarding	the	roles and	responsibilities	of	the	Named	Executive	Officers.

# Role	of	the	Compensation	Consultant

In	discharging	its	duties,	the	Personnel	Committee	has	retained	Towers	Perrin	as	its	independent	compensation	consultant	to	assist	it,	among	other things,	in	evaluating	different	compensation	programs	and	developing	market	data	to	assess	the	compensation	programs.	Under	the	terms	of	its engagement,	Towers	Perrin	reports	directly	to	the	Personnel	Committee,	which	has	the	right	to	retain	or	dismiss	the	consultant	without	the	consent of	 Entergy	 Corporation's	 management.	In	addition,	Towers	Perrin	 is	required	 to	seek	and	receive	 the	prior	written	consent	of	 the	Personnel Committee	before	accepting	any	material	engagements	from	Entergy	Corporation	or	its	subsidiaries.

In	considering	the	appointment	of	Towers	Perrin,	the	Personnel	Committee	took	into	account	that	Towers	Perrin	provides	from	time	to	time	general consulting	services	to	Entergy	Corporation's	management	with	respect	to	non-executive	compensation	matters.	In	this	connection	the	Committee reviewed	the	fees	and	compensation	received	by	Towers	Perrin	for	these	services	over	a	historical	period.	After	considering	the	nature	and	scope	of these	engagements	and	the	fee	arrangements	involved,	the	Personnel	Committee	determined	that	the	engagements	did	not	create	a	conflict	of interest.	The	Committee	reviews	on	an	ongoing	basis	the	fees	and	compensation	received	by	Towers	Perrin	for	non-executive	compensation matters	on	an	annual	basis	to	monitor	its	independence.

# Tax	and	Accounting	Considerations

Section	162(m)	of	the	Internal	Revenue	Code	limits	the	tax	deductibility	by	a	publicly	held	corporation	of	compensation	in	excess	of	$1	million paid	to	a	Chief	Executive	Officer	or	any	of	its	other	Named	Executive	Officers	(other	than	the	Chief	Financial	Officer),	unless	that	compensation	is "performance-based	compensation"	within	the	meaning	of	Section	162(m).	The	Personnel	Committee	considers	deductibility	under	Section	162(m) as	it	structures	the	compensation	packages	that	are	provided	to	Entergy's	Named	Executive	Officers.	However,	the	Personnel	Committee	and	the Board	believe	that	it	is	in	the	best	interest	of	Entergy	Corporation	that	the	Personnel	Committee	retains	the	flexibility	and	discretion	to	make compensation	awards,	whether	or	not	deductible.	This	flexibility	 is	necessary	 to	foster	achievement	of	performance	goals	established	by	 the Personnel	Committee	as	well	as	other	corporate	goals	that	the	Committee	deems	important	to	Entergy	Corporation	and	the	Subsidiaries'	success, such	as	encouraging	employee	retention	and	rewarding	achievement.

Likewise,	the	Personnel	Committee	considers	financial	accounting	consequences	as	it	structures	the	compensation	packages	that	are	provided	to Entergy's	Named	Executive	Officers.	However,	the	Personnel	Committee	and	the	Entergy	Board	of	Directors	believe	that	it	is	in	the	best	interest	of Entergy	that	the	Personnel	Committee	retains	the	flexibility	and	discretion	to	make	compensation	awards	regardless	of	their	financial	accounting consequences.

# PERSONNEL	COMMITTEE	REPORT

The	"Personnel	Committee	Report"	included	in	the	Entergy	Corporation	Proxy	Statement	is	incorporated	by	reference,	but	will	not	be	deemed	to	be "filed"	 in	 this	Annual	Report	on	Form	10-K.	None	of	the	Subsidiaries	has	a	compensation	committee,	or	other	board	committee	performing equivalent	 functions.	The	board	of	directors	of	each	of	the	Subsidiaries	is	comprised	of	individuals	who	are	officers	or	employees	of	Entergy Corporation	or	one	of	the	Subsidiaries.	These	boards	do	not	make	determinations	regarding	the	compensation	paid	to	executive	officers	of	the Subsidiaries.

# Summary	Compensation	Table

The	following	 table	summarizes	 the	 total	compensation	paid	or	earned	by	each	of	 the	Named	Executive	Officers	for	 the	fiscal	years	ended December	31,	2008,	2007	and	2006.	For	information	on	the	principal	positions	held	by	each	of	the	Named	Executive	Officers,	see	Item	10, "Directors	and	Executive	Officers	of	the	Registrants."	The	compensation	set	forth	in	the	table	represents	the	aggregate	compensation	paid	by	all Entergy	System	companies.	Except	for	an	agreement	with	Ms.	Shanks	that	was	in	effect	until	her	resignation	as	CEO-Entergy	Mississippi,	none	of the	Entergy	System	companies	has	entered	into	any	employment	agreements	with	any	of	the	Named	Executive	Officers	(other	than	the	retention agreements	described	in	"Potential	Payments	upon	Termination	or	Change	in	Control").	For	a	description	of	Ms.	Shanks'	agreement,	see	the "Retention	 and	 Employment	Agreements"	 section	 of	 the	 "Compensation	 Discussion	 and	Analysis."	For	 additional	 information	 regarding	 the material	terms	of	the	awards	reported	in	the	following	tables,	including	a	general	description	of	the	formula	or	criteria	to	be	applied	in	determining the	amounts	payable,	see	"Compensation	Discussion	and	Analysis."

|  |  |  |  |  |  | Non-Equity | Nonqualified |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  |  | Incentive | Deferred | All |  |
| Name\tand |  |  |  | Stock | Option | Plan | Compensation | Other |  |
| Principal\tPosition | Year | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total |
|  |  | (1) |  | (2) | (3) | (4) | (5) | (6) |  |
| Theodore\tH.\tBunting,\tJr. | 2008 | $336,948 | $\t- | $249,289 | $153,614 | $400,023 | $225,000 | $36,771 | $1,401,645 |
| Acting\tprincipal\tfinancial |  |  |  |  |  |  |  |  |  |
| officer\t-\tEntergy\tArkansas, |  |  |  |  |  |  |  |  |  |
| Entergy\tGulf\tStates\tLouisiana, |  |  |  |  |  |  |  |  |  |
| Entergy\tLouisiana,\tEntergy |  |  |  |  |  |  |  |  |  |
| Mississippi,\tEntergy\tNew |  |  |  |  |  |  |  |  |  |
| Orleans,\tEntergy\tTexas |  |  |  |  |  |  |  |  |  |
| E.\tRenae\tConley | 2008 | $403,096 | $\t- | $411,312 | $153,234 | $415,000 | $107,700 | $44,055 | $1,534,397 |
| CEO-Entergy\tLouisiana\tand | 2007 | $388,250 | $\t- | $797,680 | $192,599 | $320,000 | $276,700 | $37,321 | $2,012,550 |
| CEO-Entergy\tGulf\tStates | 2006 | $373,230 | $\t- | $500,674 | $129,170 | $455,000 | $96,200 | $17,748 | $1,572,022 |
| Louisiana |  |  |  |  |  |  |  |  |  |
| Leo\tP.\tDenault | 2008 | $621,231 | $\t- | $1,500,178 | $727,169 | $617,400 | $250,500 | $34,152 | $3,750,630 |
| Executive\tVice\tPresident\tand | 2007 | $584,422 | $\t- | $1,809,008 | $566,481 | $516,600 | $535,000 | $35,827 | $4,047,338 |
| CFO\t-\tEntergy\tCorp. | 2006 | $538,493 | $\t- | $1,059,332 | $344,099 | $722,358 | $1,212,300 | $35,565 | $3,912,147 |
| Joseph\tF.\tDomino | 2008 | $314,610 | $\t- | $258,691 | $123,520 | $230,000 | $92,800 | $41,592 | $1,061,213 |
| CEO\t-\tEntergy\tTexas | 2007 | $304,122 | $\t- | $382,066 | $115,076 | $135,000 | $515,900 | $42,129 | $1,494,293 |
|  | 2006 | $293,951 | $71,625 | $245,013 | $75,216 | $297,000 | $73,700 | $37,723 | $1,094,228 |
| Haley\tR.\tFisackerly\nCEO\t-\tEntergy\tMississippi | 2008 | $248,346 | $41,000 | $47,857 | $39,647 | $125,700 | $143,500 | $14,531 | $660,581 |
| J.\tWayne\tLeonard | 2008 | $1,273,523 | $\t- | $6,882,841 | $2,902,428 | $2,169,720 | $313,200 | $111,491 | $13,653,203 |
| Chairman\tof\tthe\tBoard\tand | 2007 | $1,216,443 | $\t- | $15,727,171 | $2,468,256 | $1,815,480 | $4,879,200 | $80,960 | $26,187,510 |
| CEO\t-\tEntergy\tCorp. | 2006 | $1,168,577 | $\t- | $7,429,048 | $1,622,682 | $2,235,870 | $2,250,100 | $55,663 | $14,761,940 |
| Jay\tA.\tLewis | 2008 | $211,746 | $\t- | $\t- | $10,035 | $128,505 | $23,800 | $37,281 | $411,367 |
| Vice\tPresident,\tCFO\t- | 2007 | $203,823 | $\t- | $\t- | $10,854 | $105,156 | $28,000 | $8,838 | $356,671 |
| Entergy\tArkansas,\tEntergy | 2006 | $193,122 | $\t- | $\t- | $11,163 | $120,050 | $17,600 | $8,366 | $350,301 |

|  |  |  |  |  |  |  | Change	in |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  |  |  | Pension |  |  |
|  |  |  |  |  |  |  | Value\tand |  |  |
|  |  |  |  |  |  | Non-Equity | Nonqualified |  |  |
|  |  |  |  |  |  | Incentive | Deferred | All |  |
| Name\tand |  |  |  | Stock | Option | Plan | Compensation | Other |  |
| Principal\tPosition | Year | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total |
|  |  | (1) |  | (2) | (3) | (4) | (5) | (6) |  |
| Hugh\tT.\tMcDonald | 2008 | $319,286 | $\t- | $190,933 | $123,520 | $160,500 | $42,700 | $53,549 | $890,488 |
| CEO-Entergy\tArkansas | 2007 | $309,088 | $\t- | $382,066 | $115,076 | $120,000 | $182,800 | $41,891 | $1,150,921 |
|  | 2006 | $298,870 | $\t- | $245,013 | $75,216 | $204,000 | $70,600 | $42,355 | $936,054 |
| Carolyn\tC.\tShanks | 2008 | $308,270 | $\t- | $173,400 | $123,520 | $229,134 | $36,300 | $37,584 | $908,208 |
| Former\tCEO-Entergy | 2007 | $304,314 | $\t- | $429,468 | $115,076 | $135,000 | $165,800 | $36,987 | $1,186,645 |
| Mississippi | 2006 | $294,039 | $71,500 | $310,805 | $75,216 | $260,000 | $58,700 | $36,123 | $1,106,383 |
| Richard\tJ.\tSmith | 2008 | $638,394 | $\t- | $1,027,468 | $654,730 | $632,100 | $391,400 | $104,575 | $3,448,667 |
| President\tand\tChief\tOperating | 2007 | $599,612 | $\t- | $1,809,008 | $590,666 | $535,886 | $743,700 | $60,627 | $4,339,499 |
| Officer\t-\tEntergy\tCorp. | 2006 | $536,650 | $\t- | $1,084,755 | $414,959 | $718,918 | $183,800 | $67,338 | $3,006,420 |
| Roderick\tK.\tWest | 2008 | $300,474 | $\t- | $140,022 | $108,541 | $252,000 | $164,200 | $40,250 | $1,005,487 |
| CEO-Entergy\tNew\tOrleans | 2007 | $270,752 | $\t- | $232,311 | $69,631 | $155,000 | $16,800 | $36,611 | $781,105 |
|  | 2006 | $195,423 | $\t- | $\t- | $16,173 | $177,000 | $18,000 | $15,680 | $422,276 |

(1) The	amounts	in	column	(c)	represent	the	actual	base	salary	paid	to	the	Named	Executive Officer.	Changes	in	base	salary	were	effective	in	April	of	the	years	shown	and	the	base salary	disclosed	above	is	a	combination	of	the	two	rates	in	effect	during	the	year.

(2) The	amounts	in	column	(e)	represent	the	dollar	amount	recognized	for	financial	statement reporting	purposes	in	accordance	with	Financial	Accounting	Standards	Board	Statement	of Financial	Accounting	Standards	No.	123	(revised	2004),	Share-Based	Payment	(which	is referred	to	as	"SFAS	l23R")	of	performance	units	granted	under	the	Performance	Unit Program	of	the	Equity	Ownership	Plan.	For	a	discussion	of	the	relevant	assumptions	used in	determining	the	amount	recognized	under	SFAS	123R,	see	Note	12	to	the	Financial Statements.

(3) The	amounts	in	column	(f)	represent	the	dollar	amount	recognized	for	financial	statement reporting	purposes	 in	accordance	with	SFAS	 l23R	of	stock	options	granted	under	 the Equity	Ownership	Plan.	For	a	discussion	of	the	relevant	assumptions	used	in	determining the	amount	recognized	under	SFAS	123R,	see	Note	12	to	the	Financial	Statements.

(4) The	amounts	in	column	(g)	represent	cash	payments	made	under	the	Executive	Incentive Plan	or	the	Management	Incentive	Plan	in	the	case	of	Mr.	Lewis.

(5) The	amounts	in	column	(h)	include	the	annual	actuarial	increase	in	the	present	value	of	the Named	 Executive	 Officer's	 benefits	 under	 all	 pension	 plans	 established	 by	 Entergy Corporation	using	interest	rate	and	mortality	rate	assumptions	consistent	with	those	used in	 Entergy	 Corporation's	 financial	 statements	 and	 includes	 amounts	 which	 the	 Named Executive	Officers	may	not	currently	be	entitled	to	receive	because	such	amounts	are	not vested	(see	"2008	Pension	Benefits").	None	of	the	increase	is	attributable	to	above-market or	preferential	earnings	on	nonqualified	deferred	compensation	(see	"2008	Nonqualified Deferred	Compensation").

(6) The	 amounts	 set	 forth	 in	 column	 (i)	 for	 2008	 include	 (a)	 matching	 contributions	 by Entergy	 Corporation	 to	 each	 of	 the	 Named	 Executive	 Officers;	 (b)	 life	 insurance premiums;	(c)	tax	gross	up	payments	and	(d)	perquisites	and	other	compensation.	The amounts	are	listed	in	the	following	table:

| Named	Executive	Officer | Company<br>Contribution	-<br>Savings	Plan | Life<br>Insurance<br>Premium | Tax	Gross<br>Up	Payments | Perquisites	and<br>Other<br>Compensation | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Theodore\tH.\tBunting,\tJr. | $9,660 | $3,541 | $5,550 | $18,020 | $36,771 |
| Renae\tE.\tConley | $9,660 | $4,002 | $10,181 | $20,212 | $44,055 |
| Leo\tP.\tDenault | $9,660 | $2,610 | $8,636 | $13,246 | $34,152 |
| Joseph\tF.\tDomino | $9,660 | $5,764 | $8,601 | $17,567 | $41,592 |
| Haley\tR.\tFisackerly | $9,439 | $234 | $2,256 | $2,602 | $14,531 |
| J.\tWayne\tLeonard | $9,660 | $7,482 | $22,810 | $71,539 | $111,491 |
| Jay\tA.\tLewis | $8,893 | $292 | $9,394 | $18,702 | $37,281 |
| Hugh\tT.\tMcDonald | $9,660 | $3,387 | $17,598 | $22,904 | $53,549 |
| Carolyn\tC.\tShanks | $9,660 | $1,043 | $11,142 | $15,739 | $37,584 |
| Richard\tJ.\tSmith | $9,660 | $3,042 | $24,407 | $67,466 | $104,575 |
| Roderick\tK.\tWest | $9,592 | $664 | $12,521 | $17,473 | $40,250 |

# Perquisites	and	Other	Compensation

The	amounts	set	forth	in	column	(i)	include	perquisites	and	other	personal	benefits	that	Entergy	Corporation	provides	to	the	Named	Executive Officers	as	part	of	providing	a	competitive	executive	compensation	program	and	for	employee	retention.	The	following	perquisites	and	other

compensation	were	provided	by	Entergy	Corporation	in	2008	to	the	Named	Executive	Officers:

For	security	and	business	reasons,	Entergy	Corporation	permits	Mr.	Leonard	to	use	its	corporate	aircraft	for	personal	use	at	the	expense	of	Entergy Corporation.	The	 other	 Named	 Executive	 Officers	 may	 use	 the	 corporate	 aircraft	 for	 personal	 travel	 subject	 to	 the	 approval	 of	 Entergy Corporation's	Chief	Executive	Officer.	The	aggregate	incremental	aircraft	usage	cost	associated	with	Mr.	Leonard's	personal	use	of	the	corporate aircraft,	including	the	costs	associated	with	travel	to	outside	board	meetings,	was	$44,523	for	fiscal	year	2008.	The	aggregate	incremental	aircraft usage	cost	for	Mr.	Smith's	personal	use	was	$28,922	for	fiscal	year	2008.	These	amounts	are	reflected	in	column	(i)	and	the	total	above.	The incremental	cost	to	Entergy	Corporation	for	use	of	the	corporate	aircraft	is	based	on	the	variable	operational	costs	of	each	flight,	including	fuel, maintenance,	flight	crew	travel	expense,	catering,	communications	and	fees,	including	flight	planning,	ground	handling	and	landing	permits.

None	of	the	other	individual	perquisites	items	exceeded	$25,000	for	any	of	the	Named	Executive	Officers.

# 2008	Grants	of	Plan-Based	Awards

The	following	table	summarizes	award	grants	during	2008	to	the	Named	Executive	Officers.

| 1/24/08 | - | $161,066 | $322,132 |  |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| \t1/24/08 |  |  |  | 70 | 700 | 1,750 |  |  | $75,740 |
| \t1/24/08 |  |  |  |  |  |  | 7,000 | $108.20 | $112,525 |
| \t1/24/08 | - | $158,570 | $317,140 |  |  |  |  |  |  |
| \t1/24/08 |  |  |  | 70 | 700 | 1,750 |  |  | $75,740 |
| \t1/24/08 |  |  |  |  |  |  | 7,000 | $108.20 | $112,525 |

(1) The	amounts	in	columns	(c),	(d)	and	(e)	represent	minimum,	target	and	maximum	payment	levels under	the	Executive	Incentive	Plan	or	the	Management	Incentive	Plan,	in	the	case	of	Mr.	Lewis. The	actual	amounts	awarded	are	reported	in	column	(g)	of	the	Summary	Compensation	Table.

(2) The	amounts	in	columns	(f),	(g)	and	(h)	represent	the	minimum,	target	and	maximum	payment levels	 under	 the	 Performance	 Unit	 Program.	Performance	 under	 the	 program	 is	 measured	 by Entergy	 Corporation's	 total	 shareholder	 return	 relative	 to	 the	 total	 shareholder	 returns	 of	 the companies	included	in	the	Philadelphia	Utilities	Index.	If	Entergy	Corporation's	total	shareholder return	is	not	at	least	25%	of	that	for	the	Philadelphia	Utilities	Index,	there	is	no	payout.	Subject	to achievement	of	performance	targets,	each	unit	will	be	converted	into	the	cash	equivalent	of	one share	 of	 Entergy	 Corporation's	 common	 stock	 on	 the	 last	 day	 of	 the	 performance	 period (December	31,	2010).

(4) The	amounts	in	column	(j)	represent	options	to	purchase	shares	of	Entergy	Corporation's	common stock.	The	options	vest	one-third	on	each	of	the	first	through	third	anniversaries	of	the	grant	date. The	options	have	a	ten-year	term	from	the	date	of	grant.	The	options	were	granted	under	the	2007 Equity	Ownership	Plan.

(5) The	amounts	included	in	column	(l)	are	valued	based	on	the	aggregate	grant	date	fair	value	of	the award	 determined	 pursuant	 to	 SFAS	 123R.	See	 Note	 12	 to	 the	 Financial	 Statements	 for	 a discussion	of	the	relevant	assumptions	used	in	calculating	the	grant	date	fair	value	pursuant	to SFAS	123R.

# 2008	Outstanding	Equity	Awards	at	Fiscal	Year-End

The	following	table	summarizes	unexercised	options,	stock	that	has	not	vested	and	equity	incentive	plan	awards	for	each	Named	Executive	Officer outstanding	as	of	the	end	of	2008.

Stock	Awards

(3) The	remaining	unexercisable	options	will	vest	on	1/26/2009.

(4) Consists	of	performance	units	that	will	vest	on	December	31,	2010	only	if,	and	to	the	extent	that, Entergy	 Corporation	 satisfies	 performance	 conditions	 as	 described	 under	 "Long-Term Compensation	-	Performance	Unit	Program"	in	Compensation	Discussion	and	Analysis.

(7) Consists	of	restricted	units	granted	under	the	Equity	Ownership	Plan	which	will	vest	on	August	3, 2009.

(8) Consists	of	restricted	units	granted	under	the	Equity	Ownership	Plan	which	will	vest	on	October 28,	2011	based	on	continued	service	with	an	Entergy	System	company	employer.

(9) Consists	of	restricted	units	granted	under	the	2007	Equity	Ownership	Plan	which	will	vest	on April	8,	2013.

# 2008	Option	Exercises	and	Stock	Vested

The	 following table	 provides information	 concerning	 each	 exercise	 of	 stock	 options	 and	 each	 vesting	 of	 stock	 during	 2008	 for the	 Named Executive	Officers.

|  | Options	Awards | Options	Awards | Stock	Awards | Stock	Awards | Stock	Awards |
| :--- | :--- | :--- | :--- | :--- | :--- |
| (a) | (b) | (c) | (d) | (d) | (e) |
|  | Number\tof |  | Number\tof | Number\tof |  |
|  | Shares | Value | Shares | Shares | Value |
|  | Acquired | Realized | Acquired | Acquired | Realized |
|  | on\tExercise | on\tExercise | on\tVesting | on\tVesting | on\tVesting |
| Name | (#) | ($) | (#) | (1) | ($) |

| Theodore	H.	Bunting,	Jr. | 3,500 | $346,304 | 3,463 | 3,463 | $287,879 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| E.\tRenae\tConley | 50,296 | $2,575,638 | 6,559 | 6,559 | $545,250 |
| Leo\tP.\tDenault | - | - | 16,397 | 16,397 | $1,363,083 |
| Joseph\tF.\tDomino | - | - | 3,006 | 3,006 | $249,889 |
| Haley\tR.\tFisackerly | 2,000 | $103,530 |  | - | - |
| J.\tWayne\tLeonard | 255,000 | $18,833,721 | 141,548 | (2) | $12,751,885 |
| Jay\tA.\tLewis | 6,800 | $520,937 |  | - | - |
| Hugh\tT.\tMcDonald | - | - | 3,006 | 3,006 | $249,889 |
| Carolyn\tC.\tShanks | - | - | 3,006 | 3,006 | $249,889 |
| Richard\tJ.\tSmith | - | - | 16,397 | 16,397 | $1,363,083 |
| Roderick\tK.\tWest | - | - | 2,003 | 2,003 | $166,509 |

(1) Represents	the	vesting	of	performance	units	for	the	2006	-	2008	performance	period	(payable solely	in	cash	based	on	the	closing	stock	price	of	Entergy	Corporation	on	the	date	of	vesting) under	the	Performance	Unit	Program.

(2) Amount	includes	the	August	3,	2008	cash	settlement	of	50,000	restricted	units	granted	under	the 2007	Equity	Ownership	Plan.

# 2008	Pension	Benefits

9;	The	following	table	shows	the	present	value	as	of	December	31,	2008,	of	accumulated	benefits	payable	to	each	of	the	Named	Executive	Officers, including	the	number	of	years	of	service	credited	to	each	Named	Executive	Officer,	under	the	retirement	plans	sponsored	by	Entergy	Corporation, determined	using	interest	rate	and	mortality	rate	assumptions	consistent	with	those	used	in	Entergy	Corporation's	financial	statements.	Information regarding	these	retirement	plans	is	included	in	Compensation	Discussion	&	Analysis	under	the	heading,	"Benefits,	Perquisites,	Agreements	and Post-Retirement	 Plans	 -	 Pension	 Plan,	 Pension	 Equalization	 Plan,	 and	 System	 Executive	 Retirement	 Plan."	In	 addition,	 this	 section	 includes information	regarding	early	retirement	options	under	the	plans.

| Plan<br>Name | Number<br>of	Years<br>Credited<br>Service | Present<br>Value	of<br>Accumulated<br>Benefit | Payments<br>During<br>2007 |  |
| :--- | :--- | :--- | :--- | :--- |
| \tNon-qualified\tSystem\nExecutive\tRetirement\tPlan | 20.86 | $1,023,000 |  | $\t- |
| \tQualified\tdefined\nbenefit\tplan | 20.11 | $241,100 |  | $\t- |
| \tNon-qualified\tPension\nEqualization\tPlan | 26.35 | $974,700 |  | $\t- |
| \tQualified\tdefined\nbenefit\tplan | 9.83 | $142,300 |  | $\t- |
| \tNon-qualified\tSystem\nExecutive\tRetirement\tPlan | 24.83 | $2,446,700 |  | $\t- |
| \tQualified\tdefined\nbenefit\tplan | 9.83 | $111,300 |  | $\t- |
| \tNon-qualified\tSystem\nExecutive\tRetirement\tPlan | 38.56 | $1,474,700 |  | $\t- |
| \tQualified\tdefined\nbenefit\tplan | 35.13 | $815,800 |  | $\t- |
| \tNon-qualified\tSystem\nExecutive\tRetirement\tPlan | 13.08 | $159,700 |  | $\t- |

| benefit	plan | 13.08 | $105,700 | $	- |
| :--- | :--- | :--- | :--- |
| \tNon-qualified\tsupplemental\nretirement\tplan\tbenefit | 10.68 | $23,892,800 | $\t- |
| \tQualified\tdefined\nbenefit\tplan | 10.68 | $217,200 | $\t- |
| \tNon-qualified\tPension\nEqualization\tPlan | 9.62 | $33,300 | $\t- |
| \tQualified\tdefined\nbenefit\tplan | 9.62 | $97,200 | $\t- |
| \tNon-qualified\tSystem\nExecutive\tRetirement\tPlan | 26.93 | $763,800 | $\t- |
| \tQualified\tdefined\nbenefit\tplan | 25.44 | $313,800 | $\t- |
| \tNon-qualified\tSystem\nExecutive\tRetirement\tPlan | 25.58 | $693,500 | $\t- |
| \tQualified\tdefined\nbenefit\tplan | 22.17 | $244,300 | $\t- |
| \tNon-qualified\tPension\nEqualization\tPlan | 32.25 | $3,006,900 | $\t- |
| \tQualified\tdefined\nbenefit\tplan | 9.33 | $180,200 | $\t- |
| \tNon-qualified\tSystem\nExecutive\tRetirement\tPlan | 9.75 | $174,200 | $\t- |
| \tQualified\tdefined\nbenefit\tplan | 9.75 | $59,800 | $\t- |

(1) Service	under	the	non-qualified	System	Executive	Retirement	Plan	is	granted	from	date	of	hire.

Qualified	plan	benefit	service	is	granted	from	the	later	of	date	of	hire	or	plan	participation	date.

(2) Ms.	Conley	entered	into	an	agreement	granting	16.52	additional	years	of	service	under	the	non- qualified	Pension	Equalization	Plan	increasing	the	present	value	of	the	accumulated	benefit	by $19,900	over	the	benefit	she	would	receive	under	the	non-qualified	System	Executive	Retirement Plan.

(3) During	2006,	Mr.	Denault	entered	into	an	agreement	granting	an	additional	15	years	of	service under	the	non-qualified	System	Executive	Retirement	Plan	if	he	continues	to	work	for	an	Entergy System	company	employer	until	age	55.	The	additional	15	years	of	service	increases	the	present value	of	his	benefit	by	$1,192,900.

(4) Pursuant	 to	 his	 retention	 agreement,	 Mr.	 Leonard	 is	 entitled	 to	 a	 non-qualified	 supplemental retirement	 benefit	 in	 lieu	 of	 participation	 in	 Entergy	 Corporation's	 non-qualified	 supplemental retirement	plans	such	as	the	System	Executive	Retirement	Plan	or	the	Pension	Equalization	Plan. Mr.	Leonard	may	separate	from	employment	without	a	reduction	in	his	non-qualified	supplemental retirement	benefit.

(5) Mr.	Smith	entered	into	an	agreement	granting	22.92	additional	years	of	service	under	the	non-

qualified	 Pension	 Equalization	 Plan	 providing	 an	 additional	 $953,700	 above	 the	 accumulated benefit	he	would	receive	under	the	non-qualified	System	Executive	Retirement	Plan.

# Qualified	Retirement	Benefits

The	qualified	retirement	plan	is	a	funded	defined	benefit	pension	plan	that	provides	benefits	to	most	of	the	non-bargaining	unit	employees	of Entergy	System	companies.	All	Named	Executive	Officers	are	participants	in	this	plan.	The	pension	plan	provides	a	monthly	benefit	payable	for the	 participant's lifetime	 beginning	 at	 age	 65	 and	 equal	 to	 1.5%	 of	 the	 participant's	 five-year	 average	 monthly	 eligible	 earnings times	 such participant's	years	of	service.	Participants	are	100%	vested	in	their	benefit	upon	completing	5	years	of	vesting	service.

Normal	 retirement	 under	 the	 plan	 is	 age	 65.	Employees	who	 terminate	employment	prior	 to	age	55	may	receive	a	reduced	deferred	vested retirement	benefit	payable	as	early	as	age	55	that	is	actuarially	equivalent	to	the	normal	retirement	benefit	(i.e.,	reduced	by	7%	per	year	for	the	first 5	years	preceding	age	65,	and	reduced	by	6%	for	each	additional	year	thereafter).	Employees	who	are	at	least	age	55	with	10	years	of	vesting service	upon	termination	from	employment	are	entitled	to	a	subsidized	early	retirement	benefit	beginning	as	early	as	age	55.	The	subsidized	early retirement	benefit	is	equal	to	the	normal	retirement	benefit	reduced	by	2%	per	year	for	each	year	that	early	retirement	precedes	age	65.

Mr.	Domino	and	Mr.	Leonard	are	eligible	for	subsidized	early	retirement	benefits.

# Nonqualified	Retirement	Benefits

The	Named	Executive	Officers	are	eligible	to	participate	in	certain	nonqualified	retirement	benefit	plans	that	provide	retirement	income,	including the	Pension	Equalization	Plan	and	the	System	Executive	Retirement	Plan.	Each	of	these	plans	is	an	unfunded	nonqualified	defined	benefit	pension plan	that	provides	benefits	to	key	management	employees.	In	these	plans,	each	described	below	and	in	Compensation	Discussion	and	Analysis,	an executive	is	typically	enrolled	in	one	or	more	plans	but	only	paid	the	amount	due	under	the	plan	that	provides	the	highest	benefit.	In	general,	upon disability,	participants	in	the	Pension	Equalization	Plan	and	the	System	Executive	Retirement	Plan	remain	eligible	for	continued	service	credits until	recovery	or	retirement.	Generally,	spouses	of	participants	who	die	before	commencement	of	benefits	may	be	eligible	for	a	portion	of	the participant's	accrued	benefit.

# The	Pension	Equalization	Plan

All	of	the	Named	Executive	Officers	(with	the	exception	of	Mr.	Leonard)	are	participants	in	the	Pension	Equalization	Plan.	The	benefit	provisions are	 substantially	 the	 same	 as	 the	 qualified	 retirement	 plan	 but	 provide	 two	 additional	 benefits:	 (a)	 "restorative	 benefits"	 intended	 to	 offset limitations	on	certain	earnings	that	may	be	considered	in	connection	with	the	qualified	retirement	plan	and	(b)	supplemental	credited	service	(if granted	to	an	individual	participant).	The	benefits	under	this	plan	are	offset	by	benefits	payable	from	the	qualified	retirement	plan	and	may	be offset	by	prior	employer	benefits.	Participants	receive	their	Pension	Equalization	Plan	benefit	in	the	form	of	a	single	sum	distribution.

The	Pension	Equalization	Plan	benefit	attributable	to	supplemental	credited	service	is	not	vested	until	age	65.	Subject	to	the	approval	of	the	Entergy System	company	employer,	an	employee	who	terminates	employment	prior	to	age	65	may	be	vested	in	his	or	her	benefit,	with	payment	of	the	lump sum	benefit	generally	at	separation	from	service	unless	delayed	six	months	under	Internal	Revenue	Code	Section	409A.	Benefits	payable	prior	to age	65	are	subject	to	the	same	reductions	as	qualified	plan	benefits.

# The	System	Executive	Retirement	Plan

All	 Named	 Executive	 Officers	 (except	 Mr.	 Leonard	 and	 Mr.	 Lewis)	 are	 participants	 in	 the	 System	 Executive	 Retirement	 Plan.	The	 System Executive	Retirement	Plan	provides	for	a	single	sum	payment	at	age	65,	as	further	described	in	Compensation	Discussion	and	Analysis.	The System	Executive	Retirement	Plan	benefit	 is	not	vested	until	age	65.	Subject	 to	 the	approval	of	 the	Entergy	System	company	employer,	an employee	who	terminates	his	or	her	employment	prior	to	age	65	may	be	vested	in	the	System	Executive	Retirement	Plan	benefit,	with	payment	of the	lump	sum	benefit	generally	at	separation	from	service	unless	delayed	six	months	under	Internal	Revenue	Code	Section	409A.		Benefits	payable prior	to	age	65	are	subject	to	the	same	reductions	as	qualified	plan	benefits.		Further,	in	the	event	of	a	change	in	control,	participants	whose employment	is	terminated	without	"Cause"	or	for	"Good	Reason,"	as	defined	in	the	Plan	are	also	eligible	for	a	subsidized	lump	sum	benefit payment,	even	if	they	do	not	currently	meet	the	age	or	service	requirements	for	early	retirement	under	that	plan	or	have	company	permission	to separate	from	employment.	Such	lump	sum	benefit	is	payable	generally	at	separation	from	service	unless	delayed	6	months	under	Internal	Revenue Code	Section	409A.

# Mr.	Leonard's	Nonqualified	Supplemental	Retirement	Benefit

Mr.	Leonard's	retention	agreement	provides	that	if	his	employment	with	the	Company	is	terminated	for	any	reason	other	than	for	cause	(as	defined below	under	"Potential	Payments	Upon	Termination	or	Change	in	Control"),	he	will	be	entitled	to	a	non-qualified	supplemental	retirement	benefit in	lieu	of	participation	in	Entergy	Corporation's	non-qualified	supplemental	retirement	plans	such	as	the	System	Executive	Retirement	Plan	or	the Pension	Equalization	Plan.	Mr.	Leonard's	non-qualified	supplemental	retirement	benefit	is	calculated	as	a	single	life	annuity	equal	to	60%	of	his final	three-year	average	compensation	(as	described	in	the	description	of	the	System	Executive	Retirement	Plan),	reduced	to	account	for	benefits payable	to	Mr.	Leonard	under	Entergy	Corporation's	and	a	former	employer's	qualified	pension	plans.	The	benefit	is	payable	in	a	single	lump	sum. Because	Mr.	Leonard	has	already	attained	the	age	of	55,	he	is	currently	entitled	under	his	retention	agreement	to	his	non-qualified	supplemental retirement	benefit	if	he	were	to	leave	Entergy	System	company	employment	other	than	as	the	result	of	a	termination	for	cause.

# Additional	Information

For	a	description	of	the	material	terms	and	conditions	of	payments	and	benefits	available	under	the	retirement	plans,	including	each	plan's	normal retirement	payment	and	benefit,	benefit	formula	and	eligibility	standards,	specific	elements	of	compensation	included	in	applying	the	payment	and benefit	formula,	and	Entergy	Corporation's	policies	with	regard	to	granting	extra	years	of	credited	service,	see	"Compensation	Discussion	and Analysis	--	Benefits,	Perquisites,	Agreements	and	Post-Termination	Plans	--	Pension	Plan,	Pension	Equalization	Plan	and	System	Executive Retirement	Plan."	For	a	discussion	of	the	relevant	assumptions	used	in	valuing	these	liabilities,	see	Note	11	to	the	Financial	Statements.

# 2008	Nonqualified	Deferred	Compensation

The	 following	 tables	 provide	 information	 regarding	 the	 Executive	 Deferred	 Compensation	 Plan,	 the	 Amended	 and	 Restated	 1998	 Equity Ownership	Plan	of	Entergy	Corporation	and	Subsidiaries	(the	1998	Equity	Ownership	Plan)	and	the	2007	Equity	Ownership	Plan,	which	allow	for the	deferral	of	compensation	for	the	Named	Executive	Officers.	For	additional	 information,	see	"Benefits,	Perquisites,	Agreements	and	Post- Termination	Plans	-	Executive	Deferred	Compensation"	in	Compensation	Discussion	and	Analysis.	All	Named	Executive	Officers,	except	Mr. Lewis,	are	eligible	to	participate	in	the	deferral	programs.

Additionally,	some	of	the	Named	Executive	Officers	have	deferred	account	balances	under	a	frozen	Defined	Contribution	Restoration	Plan.	These

amounts	are	deemed	invested	in	the	options	available	under	this	Defined	Contribution	Restoration	Plan.	The	Defined	Contribution	Restoration Plan,	until	it	was	frozen	in	2005,	credited	eligible	employees'	deferral	accounts	with	employer	contributions	to	the	extent	contributions	under	the qualified	savings	plan	in	which	the	employee	participated	were	subject	to	limitations	imposed	by	the	Internal	Revenue	Code.

All	deferrals	are	credited	to	the	applicable	Entergy	System	company	employer's	non-funded	liability	account.	Depending	on	the	plan	under	which the	deferral	is	made,	the	Named	Executive	Officers	may	elect	investment	in	either	phantom	Entergy	Corporation	common	stock	or	one	or	more	of several	investment	options	available	under	the	Savings	Plan.	Within	limitations	of	the	program,	participating	Named	Executive	Officers	may	move funds	from	one	deemed	investment	option	to	another.	The	participating	Named	Executive	Officers	do	not	have	the	ability	to	withdraw	funds	from the	deemed	investment	accounts	except	within	the	terms	provided	in	their	deferral	elections.	Within	the	limitations	prescribed	by	law	as	well	as	the program,	participating	Named	Executive	Officers	have	the	option	to	make	a	successive	deferral	of	these	funds.	Assuming	a	Named	Executive Officer	does	not	elect	a	successive	deferral,	the	Entergy	System	company	employer	of	the	participant	is	obligated	to	pay	the	amount	credited	to	the participant's	account	at	the	earlier	of	deferral	receipt	date	or	separation	from	service.	These	payments	are	paid	out	of	the	general	assets	of	the employer	and	are	payable	in	a	lump	sum.

FICA	and	Medicare	taxes	are	paid	on	all	deferred	amounts	prior	to	their	deferral.	Applicable	federal	and	state	taxes	are	paid	at	the	time	the	deferred amounts	are	paid	 to	 the	participant.	Employees	are	not	eligible	for	a	"match"	of	amounts	that	are	deferred	by	them	pursuant	to	the	deferred compensation	programs.	With	the	exception	of	allowing	for	the	deferral	of	federal	and	state	taxes,	the	Entergy	System	company	employer	provides no	additional	benefit	to	the	Named	Executive	Officers	in	connection	with	amounts	deferred	under	the	Executive	Deferred	Compensation	Plan.	The deemed	investment	options	available	to	participating	Named	Executive	Officers	are	limited	to	certain	deemed	investment	options	available	to	all non-officer	employees	under	the	Savings	Plan.	Deferred	amounts	are	deemed	credited	with	earnings	or	losses	based	on	the	rate	of	return	of	deemed investment	options	(under	the	Executive	Deferred	Compensation	Plan)	or	Entergy	Corporation	common	stock	(under	the	Equity	Ownership	Plan	or 2007	Equity	Plan).	In	2006,	the	Personnel	Committee	approved	a	number	of	recommendations	to	simplify	the	deferral	programs	and	reduce	the number	of	options	available	to	the	Named	Executive	Officers.

# Executive	Deferred	Compensation	Plan

|  | Executive | Registrant | Aggregate | Aggregate | Balance	at |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Contributions\tin | Contributions\tin | Earnings\tin | Withdrawals/ | December\t31, |
| Name | 2008 | 2008 | (1)\n2008 | Distributions | (2)\n2008 |
| (a) | (b) | (c) | (d) | (e) | (f) |
| E.\tRenae\tConley | $\t- | $\t- | ($141,833) | $\t- | $567,800 |
| Leo\tP.\tDenault | $\t- | $\t- | $277 | ($801,992) | $\t- |
| Joseph\tF.\tDomino | $\t- | $\t- | $11,102 | ($540,024) | $239,727 |
| J.\tWayne\tLeonard | $\t- | $\t- | $16,774 | ($125,878) | $370,863 |
| Hugh\tT.\tMcDonald | $\t- | $\t- | $51,295 | ($586,544) | $1,210,987 |
| Carolyn\tC.\tShanks | $\t- | $\t- | ($84,779) | ($365,105) | $155,325 |
| Richard\tJ.\tSmith | $\t- | $\t- | ($79,904) | ($1,239,421) | $837,494 |

(1) Amounts	in	this	column	are	not	included	in	the	Summary	Compensation	Table.

| Name<br>(a) | Executive<br>Contributions	in<br>2008<br>(b) | Registrant<br>Contributions	in<br>2008<br>(c) | Aggregate<br>Earnings	in<br>(1)<br>2008<br>(d) | Aggregate<br>Withdrawals/<br>Distributions<br>(e) | Balance	at<br>December	31,<br>2008<br>(f) |
| :--- | :--- | :--- | :--- | :--- | :--- |
| E.\tRenae\tConley | $\t- | $\t- | ($417,130) | $\t- | $1,054,715 |
| Leo\tP.\tDenault | $\t- | $\t- | ($25,880) | ($2,928,928) | $\t- |
| J.\tWayne\tLeonard | $\t- | $\t- | ($3,712,799) | ($6,267,147) | $9,247,806 |
| Hugh\tT.\tMcDonald | $\t- | $\t- | ($611,196) | ($1,203,971) | $1,518,515 |
| Carolyn\tC.\tShanks | $\t- | $\t- | ($3,354) | ($379,555) | $\t- |
| Richard\tJ.\tSmith | $\t- | $\t- | ($56,063) | ($6,344,960) | $\t- |

Defined	Contribution	Restoration	Plan

| Name<br>(a) | Executive<br>Contributions	in<br>2008<br>(b) | Registrant<br>Contributions	in<br>2008<br>(c) | Aggregate<br>Earnings	in<br>(1)<br>2008<br>(d) | Aggregate<br>Withdrawals/<br>Distributions<br>(e) | Balance	at<br>December	31,<br>2008<br>(f) |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Theodore\tH.\tBunting,\tJr. | $\t- | $\t- | ($4,227) | $\t- | $10,687 |
| E.\tRenae\tConley | $\t- | $\t- | ($33,547) | $\t- | $84,823 |
| Leo\tP.\tDenault | $\t- | $\t- | ($24,785) | $\t- | $62,670 |
| Joseph\tF.\tDomino | $\t- | $\t- | ($12,860) | $\t- | $32,472 |
| J.\tWayne\tLeonard | $\t- | $\t- | ($89,834) | $\t- | $227,145 |
| Hugh\tT.\tMcDonald | $\t- | $\t- | ($9,492) | $\t- | $24,000 |
| Carolyn\tC.\tShanks | $\t- | $\t- | ($9,670) | $\t- | $24,452 |
| Richard\tJ.\tSmith | $\t- | $\t- | ($59,615) | $\t- | $150,735 |

# Potential	Payments	upon	Termination	or	Change	in	Control

# Estimated	Payments

The	tables	below	reflect	the	amount	of	compensation	each	named	executive	officer	would	receive	upon	the	occurrence	of	the	specified	separation triggering	events,	based	on	available	programs	and	specific	agreements	with	each	executive.	The	tables	assume	the	separation	was	effective	on December	31,	2008,	the	last	business	day	of	the	last	fiscal	year,	and	the	stock	price	of	Entergy	Corporation	common	stock	is	$83.13,	which	was	the closing	market	price	on	such	date.

# Theodore	H.	Bunting,	Jr

# Senior	Vice	President,	Chief	Accounting	Officer

The	following	table	shows	certain	payments	and	benefits,	excluding	vested	or	earned	awards	and	benefits,	which	the	Senior	Vice	President,	Chief Accounting	Officer	would	have	been	entitled	to	receive	as	a	result	of	a	termination	of	his	employment	under	various	scenarios	as	of	December	31, 2008:

|  |  |  |  |  | Termination |  |  |  |  |  |  | Termination |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  | for\tGood |  |  |  |  |  |  | Related\tto\ta |
|  |  |  | Voluntary | For | Reason\tor |  |  |  |  | Change\tin | Change\tin | Change\tin |
| Benefits\tand\tPayments\tUpon\tTermination | Benefits\tand\tPayments\tUpon\tTermination | (1) | Resignation | Cause | Not\tfor | Retirement | Disability | Death |  | Control | (8) | Control |
|  |  |  |  |  | Cause | (6) |  |  |  |  |  |  |
| (2)\nSeverance\tPayment |  |  | --- | --- | --- | --- | --- |  | --- |  | --- | $1,094,080 |
| (3) |  |  |  |  |  |  |  |  |  |  |  |  |
| Performance\tUnits: |  |  |  |  |  |  |  |  |  |  |  |  |
| \t2007-2009\tPerformance\tUnit\tProgram | \t2007-2009\tPerformance\tUnit\tProgram |  | --- | --- | --- | --- | $100,199 | $100,199 | $100,199 | $150,299 | $150,299 | $150,299 |
| \t2008-2010\tPerformance\tUnit\tProgram | \t2008-2010\tPerformance\tUnit\tProgram |  | --- | --- | --- | --- | $38,794 | $38,794 | $38,794 | $116,382 | $116,382 | $116,382 |
| Unvested\tStock\tOptions | (4) |  | --- | --- | --- | --- | $35,600 | $0 | (7) |  | $0 | $35,600 |
| Medical\tand\tDental |  |  | --- | --- | --- | --- | --- |  | --- |  | --- | $23,730 |
| (5) |  |  |  |  |  |  |  |  |  |  |  |  |
| \t\tBenefits\n280G\tTax\tGross-up |  |  | --- | --- | --- | --- | --- |  | --- |  | --- | $1,515,985 |

2 In	the	event	of	a	termination	related	to	a	change	in	control,	Mr.	Bunting	would	be	entitled	to receive	pursuant	to	the	System	Executive	Continuity	Plan	a	lump	sum	severance	payment equal	to	two	times	his	base	salary	plus	annual	incentive,	calculated	at	target	opportunity.

3 In	the	event	of	a	termination	related	to	a	change	in	control,	Mr.	Bunting	would	have	been entitled	to	receive	pursuant	to	the	System	Executive	Continuity	Plan	a	lump	sum	payment relating	 to	 his	 performance	 units.	The	 payment	 is	 calculated	 as	 if	 all	 performance	 goals relating	to	the	performance	unit	were	achieved	at	target	level.	For	purposes	of	the	table,	the value	of	Mr.	Bunting's	awards	have	been	calculated	as	follows:

For	scenarios	other	than	a	termination	related	to	a	change	in	control,	the	award	is	not	enhanced or	accelerated	by	the	termination	event.	With	respect	to	death	or	disability,	the	award	is	pro- rated	based	on	 the	number	of	months	of	participation	 in	each	Performance	Unit	Program performance	cycle.	The	amount	of	the	award	is	based	on	actual	performance	achieved,	with	a stock	price	set	as	of	the	end	of	the	performance	period,	and	payable	in	the	form	of	a	lump	sum after	the	completion	of	the	performance	period.

All	unvested	stock	options	would	become	immediately	exercisable	(where	$0	is	shown, the	exercise	price	is	greater	than	the	stock	price	as	of	December	31,	2008).

All	performance	units	become	vested	(based	on	the	assumption	that	all	performance goals	were	achieved	at	target).

# E.	Renae	Conley

# President	and	CEO,	Entergy	Gulf	States	Louisiana	and	Entergy	Louisiana

The	following	table	shows	certain	payments	and	benefits,	excluding	vested	or	earned	awards	and	benefits,	which	the	President	&	CEO,	Entergy Gulf	States	Louisiana	and	Entergy	Louisiana	would	have	been	entitled	to	receive	as	a	result	of	a	termination	of	her	employment	under	various scenarios	as	of	December	31,	2008:

|  |  |  |  | for	Good |  |  |  |  |  | Termination |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | Reason\tor |  |  |  | Change\tin | Change\tin | Related\tto\ta |
| Benefits\tand\tPayments\tUpon\tTermination | (1) | Voluntary | For | Not\tfor |  |  |  | Control | (8) | Change\tin |
|  |  | Resignation | Cause | Cause | (6)\nRetirement | Disability | Death |  |  | Control |
| (2)\nSeverance\tPayment |  | --- | --- | --- | --- | --- | --- |  | --- | $1,304,575 |
| (3) |  |  |  |  |  |  |  |  |  |  |
| Performance\tUnits:\n\t2007-2009\tPerformance\tUnit\tProgram |  | --- | --- | --- | ---\t $116,382\t$116,382 | ---\t $116,382\t$116,382 | ---\t $116,382\t$116,382 | $174,573 | $174,573 | $174,573 |
| \t2008-2010\tPerformance\tUnit\tProgram |  | --- | --- | --- | --- | $38,794 | $38,794 | $116,382 | $116,382 | $116,382 |
| (4)\nUnvested\tStock\tOptions |  | --- | --- | --- | --- | $66,928 | (7)\n$0 |  | $0 | $66,928 |
| Medical\tand\tDental |  | --- | --- | --- | --- | --- | --- |  | --- | $7,896 |
| (5) |  |  |  |  |  |  |  |  |  |  |
| \t\tBenefits\n280G\tTax\tGross-up |  | --- | --- | --- | --- | --- | --- | --- | --- | --- |

All	unvested	stock	options	would	become	immediately	exercisable	(where	$0	is	shown,	the exercise	price	is	greater	than	the	stock	price	as	of	December	31,	2008) All	performance	units	become	vested	(based	on	the	assumption	that	all	performance	goals were	achieved	at	target).

# Leo	P.	Denault

# Executive	Vice	President	and	Chief	Financial	Officer

The	following	table	shows	certain	payments	and	benefits,	excluding	vested	or	earned	awards	and	benefits,	which	the	Executive	Vice	President	and Chief	Financial	Officer	would	have	been	entitled	to	receive	as	a	result	of	a	termination	of	his	employment	under	various	scenarios	as	of	December 31,	2008:

|  |  |  | Termination |  |  |  |  |  | Termination |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | for\tGood |  |  |  |  |  | Related\tto\ta |
| Benefits\tand\tPayments\tUpon | Voluntary | For | Reason\tor\tNot |  |  |  |  | Change\tin | Change\tin |
| (1) |  |  |  |  |  |  |  |  |  |
| Termination | Resignation | Cause | for\tCause | (8)\nRetirement | Disability | Death | Death | (10)\nControl | Control |
| (2)\nSeverance\tPayment | --- | --- | $3,202,290 | --- | --- |  | --- | --- | $3,202,290 |
| (3) |  |  |  |  |  |  |  |  |  |
| Performance\tUnits:\n\t2007-2009\tPerformance\tUnit\tProgram | --- | --- | $374,085 | --- | $374,085 | $374,085 | $374,085 | $374,085 | $374,085 |
| \t2008-2010\tPerformance\tUnit\tProgram | --- | --- | $324,207 | --- | $324,207 | $324,207 | $324,207 | $324,207 | $324,207 |
| (4)\nUnvested\tStock\tOptions | --- | --- | $0 | --- | $237,338 | $0 | (9) | $0 | $237,338 |
| (5)\nUnvested\tRestricted\tUnits | --- | --- | $1,995,120 | --- | $1,995,120 | $1,995,120 | $1,995,120 | $1,995,120 | $1,995,120 |
| (6)\nCOBRA\tBenefits | --- | --- | $13,962 | --- | --- |  | --- | --- | --- |
| (7)\nMedical\tand\tDental\tBenefits | --- | --- | --- | --- | --- |  | --- | --- | $13,962 |

Retention	Agreement.	Mr.	Denault's	retention	agreement	provides	that,	unless	his employment	is	terminated	for	cause,	he	will	be	granted	an	additional	15	years	of	service under	the	System	Executive	Retirement	Plan	if	he	continues	to	work	for	an	Entergy	System company	employer	until	age	55.	Because	Mr.	Denault	had	not	reached	age	55	as	of December	31,	2008,	he	is	only	entitled	to	this	supplemental	credited	service	and	System Executive	Retirement	Plan	benefits	in	the	event	of	his	death	or	disability. System	Executive	Retirement	Plan.	If	Mr.	Denault's	employment	were	terminated	for cause,	he	would	not	receive	a	benefit	under	the	System	Executive	Retirement	Plan.	In	the event	of	a	termination	related	to	a	change	in	control,	pursuant	to	the	terms	of	the	System Executive	Retirement	Plan,	Mr.	Denault	would	be	eligible	for	subsidized	retirement	(but not	the	additional	15	years	of	service)	upon	his	separation	from	service	even	if	he	does	not then	meet	the	age	or	service	requirements	for	early	retirement	under	the	System	Executive Retirement	Plan	or	have	company	permission	to	separate	from	employment.

2 In	the	event	of	a	termination	related	to	a	change	in	control	or	a	termination	for	good	reason	or	not for	cause,	Mr.	Denault	would	be	entitled	to	receive	pursuant	to	the	System	Executive	Continuity Plan	a	lump	sum	severance	payment	equal	to	2.99	times	his	base	salary	plus	annual	incentive, calculated	at	target	opportunity.

3 In	the	event	of	a	termination	related	to	a	change	in	control,	a	termination	for	good	reason	or	other than	for	cause,	disability	or	death,	Mr.	Denault	would	have	been	entitled	to	receive	under	the terms	of	his	retention	agreement	a	lump	sum	payment	relating	to	his	performance	units.	The payment	is	calculated	as	if	all	performance	goals	relating	to	the	performance	units	were	achieved at	target	level.	For	purposes	of	the	table,	we	have	calculated	the	value	of	Mr.	Denault's	awards	as follows:

4 In	the	event	of	disability	or	a	termination	related	to	a	change	in	control,	all	of	Mr.	Denault's unvested	stock	options	would	immediately	vest.	In	addition,	he	would	be	entitled	to	exercise	any unexercised	options	during	a	ten-year	term	extending	from	the	grant	date	of	the	options.	Further, pursuant	to	Mr.	Denault's	retention	agreement,	in	the	event	of	a	termination	for	good	reason	or other	than	for	cause,	all	of	Mr.	Denault's	unvested	stock	options	granted	under	the	2007	Equity Ownership	 Plan	 (applicable	 to	 grants	 of	 equity	 awards	 made	 after	 January	 1,	 2007)	 would immediately	vest.	For	purposes	of	this	table,	we	assumed	that	Mr.	Denault	exercised	his	options immediately	upon	vesting	and	received	proceeds	equal	to	the	difference	between	the	closing	price of	common	stock	on	December	31,	2008,	and	the	exercise	price	of	each	option	share.

5 Mr.	Denault's	24,000	restricted	units	vest	1/3	in	2011,	1/3	in	2012	and	1/3	in	2013.	Pursuant	to	his restricted	unit	agreement,	any	unvested	restricted	units	will	vest	 immediately	 in	 the	event	of change	in	control,	termination	related	to	a	change	in	control,	a	termination	for	good	reason	or other	than	for	cause,	disability	or	death.

6 Pursuant	to	his	retention	agreement,	in	the	event	of	a	termination	by	the	company	other	than cause	 or	 disability	 or	 for	 good	 reason,	 Mr.	 Denault	 would	 be	 eligible	 to	 receive	 company- subsidized	COBRA	benefits	for	a	period	of	18	months.

7 Pursuant	 to	 the	System	Executive	Continuity	Plan,	 in	 the	event	of	a	 termination	related	 to	a change	 of	 control,	 Mr.	 Denault	 would	 be	 eligible	 to	 receive	 subsidized	 medical	 and	 dental benefits	for	a	period	up	to	18	months.

8 As	 of	 December	 31,	 2008,	 compensation	 and	 benefits	 available	 to	 Mr.	 Denault	 under this scenario	are	substantially	the	same	as	available	under	a	voluntary	resignation.

9 Under	the	2007	Equity	Ownership	Plan,	in	the	event	of	a	plan	participant's	death,	all	unvested stock	options	would	become	immediately	exercisable.	Where	$0	is	shown,	the	exercise	price	is greater	than	the	stock	price	as	of	December	31,	2008.

Under	the	2007	Equity	Ownership	Plan,	plan	participants	are	entitled	to	receive	an	acceleration	of certain	benefits	based	solely	upon	a	change	of	control	in	the	Company	without	regard	to	whether their	employment	is	terminated	as	a	result	of	a	change	of	control.		The	accelerated	benefits	in	the event	of	a	change	in	control	are	as	follows:

All	unvested	stock	options	would	become	immediately	exercisable	(where	$0	is	shown,	the

exercise	price	is	greater	than	the	stock	price	as	of	December	31,	2008);	and

All	performance	units	become	vested	(based	on	the	assumption	that	all	performance	goals

were	achieved	at	target)

# Joseph	F.	Domino

# President	&	CEO	-	Entergy	Texas

The	following	table	shows	certain	payments	and	benefits,	excluding	vested	or	earned	awards	and	benefits,	which	the	President	and	CEO	-	Entergy TX	would	have	been	entitled	to	receive	as	a	result	of	a	termination	of	his	employment	under	various	scenarios	as	of	December	31,	2008:

|  |  |  | Termination |  |  |  |  | Termination |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | for\tGood |  |  |  |  | Related\tto\ta |
| Benefits\tand\tPayments\tUpon | Voluntary | For | Reason\tor\tNot |  |  |  | Change\tin | Change\tin |
| (1) |  |  |  |  |  |  |  |  |
| Termination | Resignation | Cause | for\tCause | (6)\nRetirement | Disability | Death | (8)\nControl | Control |
| (2)\nSeverance\tPayment | --- | --- | --- | --- | --- | --- | --- | $476,631 |
| (3) |  |  |  |  |  |  |  |  |
| Performance\tUnits:\n\t\t2007-2009\tPerformance\tUnit\tProgram | --- | --- | --- | $55,420 | $55,420 | $55,420 | $83,130 | $83,130 |
| \t\t2008-2010\tPerformance\tUnit\tProgram | --- | --- | --- | $19,397 | $19,397 | $19,397 | $58,191 | $58,191 |
| (4)\nUnvested\tStock\tOptions | --- | --- | --- | $35,600 | $35,600 | (7)\n$0 | $0 | $35,600 |
| Medical\tand\tDental | --- | --- | --- | --- | --- | --- | --- | $11,772 |
| (5) |  |  |  |  |  |  |  |  |
| \t\tBenefits\n280G\tTax\tGross-up | --- | --- | --- | --- | --- | --- | --- | --- |

5 Pursuant	 to	 the	System	Executive	Continuity	Plan,	 in	 the	event	of	a	 termination	related	 to	a change	 in	 control,	 Mr.	 Domino	 would	 be	 eligible	 to	 receive	 subsidized	 medical	 and	 dental benefits	for	a	period	up	to	12	months.

# Haley	R.	Fisackerly

# President	&	CEO	-	Entergy	Mississippi

The	following	table	shows	certain	payments	and	benefits,	excluding	vested	or	earned	awards	and	benefits,	which	the	President	and	CEO	-	Entergy Mississippi	would	have	been	entitled	to	receive	as	a	result	of	a	termination	of	his	employment	under	various	scenarios	as	of	December	31,	2008:

|  |  |  |  | Termination	for |  |  |  |  |  | Termination |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | Good\tReason\tor |  |  |  |  |  | Related\tto\ta |
| Benefits\tand\tPayments\tUpon\n(1)\nTermination | Benefits\tand\tPayments\tUpon\n(1)\nTermination | Voluntary\nResignation | For\nCause | Not\tfor\tCause | Retirement\n(6) | Disability | Death | Death | Change\tin\n(8)\nControl | Change\tin\nControl |
| (2)\nSeverance\tPayment |  | --- | --- | --- | --- | --- |  | --- | --- | $385,000 |
| (3) |  |  |  |  |  |  |  |  |  |  |
| Performance\tUnits: |  |  |  |  |  |  |  |  |  |  |
| \t\t2007-2009\tPerformance\tUnit\tProgram | \t\t2007-2009\tPerformance\tUnit\tProgram | --- | --- | --- | --- | $27,710 | $27,710 | $27,710 | $41,565 | $41,565 |
| \t\t2008-2010\tPerformance\tUnit\tProgram | \t\t2008-2010\tPerformance\tUnit\tProgram | --- | --- | --- | --- | $16,155 $16,155 | $16,155 $16,155 | $16,155 $16,155 | $48,465 | $48,465 |
| Unvested\tStock\tOptions | (4) | --- | --- | --- | --- | $14,240 | $0 | (7) | $0 | $14,240 |
| Medical\tand\tDental |  | --- | --- | --- | --- | --- |  | --- | --- | $15,820 |
| (5) |  |  |  |  |  |  |  |  |  |  |
| \t\tBenefits\n280G\tTax\tGross-up |  | --- | --- | --- | --- | --- |  | --- | --- | --- |

4 In	the	event	of	disability	or	a	 termination	related	 to	a	change	 in	control,	all	of	Mr.	Fisackerly's unvested	stock	options	would	 immediately	vest.	In	addition,	he	would	be	entitled	to	exercise	his stock	options	for	the	remainder	of	the	ten-year	extending	from	the	grant	date	of	the	options.	For purposes	of	this	table,	it	is	assumed	that	Mr.	Fisackerly	exercised	his	options	immediately	upon vesting	and	received	proceeds	equal	to	the	difference	between	the	closing	price	of	common	stock	on December	31,	2008,	and	the	applicable	exercise	price	of	each	option	share.

5 Pursuant	to	the	System	Executive	Continuity	Plan,	in	the	event	of	a	termination	related	to	a	change	in control,	Mr.	Fisackerly	would	be	eligible	to	receive	subsidized	medical	and	dental	benefits	for	a period	up	to	12	months.

# J.	Wayne	Leonard

# Chairman	and	Chief	Executive	Officer

The	following	table	shows	certain	payments	and	benefits,	excluding	vested	or	earned	awards	and	benefits,	which	Entergy's	Chairman	and	Chief Executive	Officer	would	have	been	entitled	to	receive	as	a	result	of	a	termination	of	his	employment	under	various	scenarios	as	of	December	31, 2008:

| Benefits	and	Payments	Upon<br>(1)<br>Termination | Benefits	and	Payments	Upon<br>(1)<br>Termination | Voluntary<br>Resignation | For<br>Cause | Termination	for<br>Good	Reason	or<br>Not	for	Cause | (8)<br>Retirement | Disability | Death | Death | Change	in<br>(10)<br>Control | Termination<br>Related	to	a<br>Change	in<br>Control |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Annual\tIncentive |  | --- | --- | --- | --- | --- | --- | --- | --- | $3,099,600 |
| (2) |  |  |  |  |  |  |  |  |  |  |
| \t\tPayment |  |  |  |  |  |  |  |  |  |  |
| Severance\tPayment | (3) | --- | --- | --- | --- | --- | --- | --- | --- | $8,495,487 |
| Performance\tUnits: | (4) |  |  |  |  |  |  |  |  |  |
| 2007-2008\tPerformance |  | --- | --- | --- | --- | $1,318,996 | $1,318,996 | $1,318,996 | $1,978,494 | $1,978,494 |
| \t\tUnit\tProgram |  |  |  |  |  |  |  |  |  |  |
| 2008-2010\tPerformance |  | --- | --- | --- | --- | $457,215 | $457,215 | $457,215 | $1,371,645 | $1,371,645 |
| \t\tUnit\tProgram |  |  |  |  |  |  |  |  |  |  |
| Unvested\tStock |  | --- | --- | --- | --- | $996,800 | $0 | (9) | $0 | $996,800 |
| (5) |  |  |  |  |  |  |  |  |  |  |
| \t\tOptions |  |  |  |  |  |  |  |  |  |  |
| Unvested\tRestricted |  | --- | --- | $4,156,500 | --- | $4,156,500 | $4,156,500 | $4,156,500 | --- | $4,156,500 |
| (6) |  |  |  |  |  |  |  |  |  |  |
| \t\tUnits |  |  |  |  |  |  |  |  |  |  |
| Medical\tand\tDental |  | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (7) |  |  |  |  |  |  |  |  |  |  |
| \t\tBenefits\n280G\tTax\tGross-up |  | --- | --- | --- | --- | --- | --- | --- | --- | --- |

1 In	addition	to	the	payments	and	benefits	in	the	table,	Mr.	Leonard	also	would	have	been	entitled to	receive	his	vested	pension	benefits.	However,	a	termination	"for	cause"	would	have	resulted	in forfeiture	 of	 Mr.	 Leonard's	 supplemental	 retirement	 benefit.	 Mr.	 Leonard	 is	 not	 entitled	 to additional	 pension	 benefits	 in	 the	 event	 of	 a	 change	 in	 control.	For	 additional	 information regarding	these	vested	benefits	and	awards,	see	"2008	Pension	Benefits."

2 In	the	event	of	a	termination	related	to	a	change	in	control,	Mr.	Leonard	would	have	been	entitled under	his	retention	agreement	to	receive	a	lump	sum	payment	of	his	cash	annual	incentive	bonus under	the	Annual	Incentive	Plan	calculated	at	maximum	annual	bonus	opportunity.	For	purposes of	this	table,	the	award	was	calculated	at	200%	of	target	opportunity	and	base	salary	was	assumed to	be	$1,291,500.

3 In	the	event	of	a	termination	related	to	a	change	in	control,	Mr.	Leonard	would	have	been	entitled to	receive	pursuant	to	his	retention	agreement	a	lump	sum	severance	payment	equal	to	the	sum	of 2.99	times	his	base	salary	plus	target	annual	incentive	(calculated	at	120%	of	his	base	salary).

4 In	the	event	of	a	termination	related	to	a	change	in	control,	including	a	termination	for	good reason,	or	other	than	for	cause,	disability	or	death,	Mr.	Leonard	would	have	been	entitled	to receive	 under	 the	 terms	 of	 his	 retention	 agreement	 a	 lump	 sum	 payment	 relating	 to	 his performance	 units.	 The	 payment	 is	 calculated	 as	 if	 all	 performance	 goals	 relating	 to	 the performance	 unit	 were	 achieved	 at	 target	 level.	 For	 purposes	 of	 the	 table,	 the	 value	 of	 Mr. Leonard's	awards	were	calculated	as	follows:

5 In	the	event	of	disability	or	a	termination	related	to	a	change	in	control,	all	of	Mr.	Leonard's unvested	stock	options	would	immediately	vest.	In	addition,	Mr.	Leonard	would	be	entitled	to exercise	any	outstanding	options	during	a	ten-year	term	extending	from	the	grant	date	of	the options.	 For	 purposes	 of	 this	 table,	 it	 is	 assumed	 that	 Mr.	 Leonard	 exercised	 his	 options immediately	upon	vesting	and	received	proceeds	equal	to	the	difference	between	the	closing	price of	common	stock	on	December	31,	2008,	and	the	exercise	price	of	each	option	share.

6 Mr.	Leonard's	50,000	restricted	units	vest	in	2009.	Pursuant	to	his	restricted	unit	agreement,	any unvested	restricted	units	will	vest	immediately	in	the	event	of	the	termination	of	his	employment by	Mr.	Leonard	for	good	reason,	by	the	Company	other	than	for	cause,	or	by	reason	of	his	death or	disability.

7 Pursuant	to	Mr.	Leonard's	retention	agreement,	in	the	event	of	a	termination	related	to	a	change	of control,	Mr.	Leonard	is	not	eligible	to	receive	subsidized	medical	and	dental	benefits.

8 As	 of	 December	 31,	 2008,	 compensation	 and	 benefits	 available	 to	 Mr.	 Leonard	 under this scenario	are	substantially	the	same	as	available	with	a	voluntary	resignation.

9 Under	the	2007	Equity	Ownership	Plan	(applicable	to	grants	of	equity	awards	made	after	January 1,	2007),	in	the	event	of	a	plan	participant's	death,	all	unvested	stock	options	would	become immediately	exercisable.	Where	$0	is	shown,	the	exercise	price	is	greater	than	the	stock	price	as of	December	31,	2008.

10 Under	the	2007	Equity	Ownership	Plan,	plan	participants	are	entitled	to	receive	an	acceleration	of certain	benefits	based	solely	upon	a	change	of	control	in	the	Company	without	regard	to	whether their	employment	is	terminated	as	a	result	of	a	change	of	control.		The	accelerated	benefits	in	the event	of	a	change	in	control	are	as	follows:

Under	the	terms	of	Mr.	Leonard's	retention	agreement,	we	may	terminate	his	employment	for	cause	upon	Mr.	Leonard's:

willful	and	continued	failure	to	substantially	perform	his	duties	(other	than	because	of	physical	or	mental	illness	or	after	he	has	given	notice of	termination	for	good	reason)	that	remains	uncured	for	30	days	after	receiving	a	written	notice	from	the	Board;	or

willfully	engaging	in	conduct	that	is	demonstrably	and	materially	injurious	to	us	and	which	results	in	a	conviction	of	or	entrance	of	a	plea	of guilty	or	nolo	contendere	(essentially	a	form	of	plea	in	which	the	accused	refuses	to	contest	the	charges)	to	a	felony.

In	the	event	of	a	change	of	control,	Mr.	Leonard	may	terminate	his	employment	for	good	reason	upon:

the	substantial	reduction	or	alteration	in	the	nature	or	status	of	his	duties	or	responsibilities;

a	reduction	in	his	annual	base	salary;

the	relocation	of	his	principal	place	of	employment	to	a	location	more	than	20	miles	from	his	current	place	of	employment;

the	failure	to	pay	any	portion	of	his	compensation	within	seven	days	of	its	due	date;

the	failure	to	continue	in	effect	any	compensation	plan	in	which	he	participates	and	which	is	material	to	his	total	compensation,	unless	other equitable	arrangements	are	made;

the	failure	to	continue	to	provide	benefits	substantially	similar	to	those	that	he	currently	enjoys	under	any	of	the	pension,	savings,	life insurance,	medical,	health	and	accident	or	disability	plans,	or	the	taking	of	any	other	action	which	materially	reduces	any	of	those	benefits	or deprives	him	of	any	material	fringe	benefits	that	he	currently	enjoys;

the	failure	to	provide	him	with	the	number	of	paid	vacation	days	to	which	he	is	entitled	in	accordance	with	the	normal	vacation	policy;	or any	purported	termination	of	his	employment	not	taken	in	accordance	with	his	retention	agreement.

# Jay	A.	Lewis

# Vice	President	&	Chief	Financial	Officer,	Utility	Operations	Group

The	following	table	shows	certain	payments	and	benefits,	excluding	vested	or	earned	awards	and	benefits,	which	the	Vice	President	&	Chief Financial	Officer,	Utility	Operations	Group	would	have	been	entitled	to	receive	as	a	result	of	a	termination	of	his	employment	under	various scenarios	as	of	December	31,	2008:

# Hugh	T.	McDonald

# President	&	CEO,	Entergy	Arkansas

The	following	table	shows	certain	payments	and	benefits,	excluding	vested	or	earned	awards	and	benefits,	which	the	President	&	CEO,	Entergy Arkansas	would	have	been	entitled	to	receive	as	a	result	of	a	termination	of	his	employment	under	various	scenarios	as	of	December	31,	2008:

|  |  |  | Termination	for |  |  |  |  |  | Termination |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Good\tReason\tor |  |  |  |  |  | Related\tto\ta |
| Benefits\tand\tPayments\tUpon | Voluntary | For | Not\tfor\tCause |  |  |  |  | Change\tin | Change\tin |
| (1)\nTermination | Resignation | Cause |  | (6)\nRetirement | Disability | Death |  | (8)\nControl | (5)\nControl |
| (2)\nSeverance\tPayment | --- | --- | --- | --- | --- | --- | --- | --- | $483,198 |
| (3) |  |  |  |  |  |  |  |  |  |
| Performance\tUnits:\n\t\t2007-2009\tPerformance\tUnit\tProgram | --- | --- | --- | --- | $55,420 | $55,420 | $55,420 | $83,130 | $83,130 |
| \t\t2008-2010\tPerformance\tUnit\tProgram | --- | --- | --- | --- | $19,397\t$19,397 | $19,397\t$19,397 |  | $58,191 | $58,191 |
| (4)\nUnvested\tStock\tOptions | --- | --- | --- | --- | $35,600 | $0 | (7) | $0 | $35,600 |
| Medical\tand\tDental | --- | --- | --- | --- | --- | --- | --- | --- | $15,820 |
| (5) |  |  |  |  |  |  |  |  |  |
| \t\tBenefits\n280G\tTax\tGross-up | --- | --- | --- | --- | --- | --- | --- | --- | --- |

# Carolyn	Shanks

# Former	President	&	CEO,	Entergy	Mississippi

The	following	table	shows	certain	payments	and	benefits,	excluding	vested	or	earned	awards	and	benefits,	which	the	Former	President	&	CEO, Entergy	Mississippi	would	have	been	entitled	to	receive	as	a	result	of	a	termination	of	her	employment	under	various	scenarios	as	of	December	31, 2008:

|  |  |  | Termination	for |  |  |  |  | Termination |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Good\tReason\tor |  |  |  |  | Related\tto\ta |
| Benefits\tand\tPayments\tUpon | Voluntary | For | Not\tfor\tCause |  |  |  | Change\tin | Change\tin |
| (1)\nTermination | Resignation | Cause |  | (7)\nRetirement | Disability | Death | (9)\nControl | (5)\nControl |
| (2)\nSeverance\tPayment | --- | --- | --- | --- | --- | --- | --- | $475,710 |
| (3) |  |  |  |  |  |  |  |  |
| Performance\tUnits:\n\t\t2007-2007\tPerformance\tUnit\tProgram | --- | --- | --- | --- | $55,420 | $55,420 | $83,130 | $83,130 |
| \t\t2008-2010\tPerformance\tUnit\tProgram | --- | --- | --- | --- | $19,397 | $19,397 | $58,191 | $58,191 |

Richard	J.	Smith

# President	and	Chief	Operating	Officer

The	following	table	shows	certain	payments	and	benefits,	excluding	vested	or	earned	awards	and	benefits,	which	the	President	and	Chief	Operating Officer	would	have	been	entitled	to	receive	as	a	result	of	a	termination	of	his	employment	under	various	scenarios	as	of	December	31,	2008:

|  |  |  | Termination |  |  |  |  | Termination |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | for\tGood |  |  |  |  | Related\tto\ta |
| Benefits\tand\tPayments\tUpon | Voluntary | For | Reason\tor\tNot |  |  |  | Change\tin | Change\tin |
| (1) |  |  |  |  |  |  |  |  |
| Termination | Resignation | Cause | for\tCause | (6)\nRetirement | Disability | Death | (8)\nControl | Control |
| (2)\nSeverance\tPayment | --- | --- | --- | --- | --- | --- | --- | $3,278,535 |
| (3) |  |  |  |  |  |  |  |  |
| Performance\tUnits: |  |  |  |  |  |  |  |  |
| 2007-2009\tPerformance | --- | --- | --- | --- | $249,390 | $249,390 | $374,085 | $374,085 |
| \t\tUnit\tProgram |  |  |  |  |  |  |  |  |
| 2008-2010\tPerformance | --- | --- | --- | --- | $108,069 | $108,069 | $324,207 | $324,207 |
| \t\tUnit\tProgram |  |  |  |  |  |  |  |  |
| Unvested\tStock | --- | --- | --- | --- | $237,338 | (7)\n$0 | $0 | $237,338 |
| (4) |  |  |  |  |  |  |  |  |
| \t\tOptions |  |  |  |  |  |  |  |  |
| Medical\tand\tDental | --- | --- | --- | --- | --- | --- | --- | $17,658 |
| (5) |  |  |  |  |  |  |  |  |
| \t\tBenefits\n280G\tTax\tGross-up | --- | --- | --- | --- | --- | --- | --- | --- |

1 In	addition	to	the	payments	and	benefits	in	the	table,	Mr.	Smith	also	would	have	been	entitled	to receive	his	vested	pension	benefits.	For	a	description	of	the	pension	benefits	available	to	Named Executive	Officers,	see	"2008	Pension	Benefits."	In	the	event	of	a	termination	related	to	a	change in	control,	pursuant	to	the	terms	of	the	Pension	Equalization	Plan,	Mr.	Smith	would	be	eligible for	subsidized	early	retirement	even	if	he	does	not	have	company	permission	to	separate	from employment.	If	 Mr.	 Smith's	 employment	 were	 terminated	 for	 cause,	 he	 would	 not	 receive	 a benefit	under	the	Pension	Equalization	Plan.

2 In	the	event	of	a	termination	related	to	a	change	in	control,	Mr.	Smith	would	be	entitled	to	receive pursuant	to	the	System	Executive	Continuity	Plan	a	lump	sum	severance	payment	equal	to	2.99 times	the	sum	of	his	base	salary	plus	annual	incentive,	calculated	at	target	opportunity.

3 In	the	event	of	a	termination	related	to	a	change	in	control,	Mr.	Smith	would	have	been	entitled	to receive	pursuant	to	the	System	Executive	Continuity	Plan	a	lump	sum	payment	relating	to	his performance	 units.	 The	 payment	 is	 calculated	 as	 if	 all	 performance	 goals	 relating	 to	 the performance	units	were	achieved	at	 target	 level.	For	purposes	of	 the	 table,	 the	value	of	Mr. Smith's	awards	were	calculated	as	follows:

With	respect	to	death	or	disability,	the	award	is	pro-rated	based	on	the	number	of	months	of participation	in	each	Performance	Unit	Program	performance	cycle.	The	amount	of	the	award	is based	on	actual	performance	achieved,	with	a	stock	price	set	as	of	the	end	of	the	performance period,	and	payable	in	the	form	of	a	lump	sum	after	the	completion	of	the	performance	period.

4 In	 the	 event	 of	 disability	 or	 a	 termination	 related	 to	 a	 change	 in	 control,	 all	 of	 Mr.	 Smith's unvested	stock	options	would	immediately	vest.	In	addition,	he	would	be	entitled	to	exercise	his stock	options	for	the	remainder	of	the	ten-year	term	extending	from	the	grant	date	of	the	options. For	purposes	of	this	table,	it	is	assumed	that	Mr.	Smith	exercised	his	options	immediately	upon vesting	and	received	proceeds	equal	to	the	difference	between	the	closing	price	of	common	stock on	December	31,	2008,	and	the	exercise	price	of	each	option	share.

5 Pursuant	 to	 the	System	Executive	Continuity	Plan,	 in	 the	event	of	a	 termination	related	 to	a change	in	control,	Mr.	Smith	would	be	eligible	to	receive	subsidized	medical	and	dental	benefits for	a	period	up	to	18	months.

6 As	of	December	31,	2008,	compensation	and	benefits	available	to	Mr.	Smith	under	this	scenario are	substantially	the	same	as	available	with	a	voluntary	resignation.

Roderick	K.	West

President	&	CEO,	Entergy	New	Orleans

The	following	table	shows	certain	payments	and	benefits,	excluding	vested	or	earned	awards	and	benefits,	which	the	President	&	CEO,	Entergy New	Orleans	would	have	been	entitled	to	receive	as	a	result	of	a	termination	of	her	employment	under	various	scenarios	as	of	December	31,	2008:

| Termination | Benefits	and	Payments	Upon<br>(1) | Voluntary<br>Resignation | For<br>Cause | Termination	for<br>Good	Reason	or<br>Not	for	Cause | (6)<br>Retirement | Disability | Death | Change	in<br>(9)<br>Control | Termination<br>Related	to	a<br>Change	in<br>Control |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (2)\nSeverance\tPayment |  | --- | --- | --- | --- | --- | --- | --- | $441,000 |
| (3) |  |  |  |  |  |  |  |  |  |
| Performance\tUnits:\n\t\t2007-2009\tPerformance\tUnit\tProgram | Performance\tUnits:\n\t\t2007-2009\tPerformance\tUnit\tProgram | --- | --- | --- | --- | $55,420 | $55,420 | $83,130 | $83,130 |
| \t\t2008-2010\tPerformance\tUnit\tProgram | \t\t2008-2010\tPerformance\tUnit\tProgram | --- | --- | --- | --- | $19,397 | $19,397 | $58,191 | $58,191 |
|  |  |  |  |  |  |  | \t(7) | $0 | $9,498 |
| (4)\nUnvested\tStock\tOptions |  | --- | --- | --- | --- | $9,498 | $0 |  |  |
| Unvested\tRestricted\tUnits | (8) | --- | --- | --- | --- | --- | --- | $1,246,950 | $1,246,950 |
| Medical\tand\tDental |  | --- | --- | --- | --- | --- | --- | --- | $15,820 |
| (5) |  |  |  |  |  |  |  |  |  |
| \t\tBenefits\n280G\tTax\tGross-up |  | --- | --- | --- | --- | --- | --- | --- | $834,896 |

In	the	following	sections,	additional	information	is	provided	regarding	certain	of	the	scenarios	described	in	the	tables	above:

# Termination	Related	to	a	Change	in	Control

Under	the	System	Executive	Continuity	Plan,	the	Named	Executive	Officers	(except	Mr.	Lewis)	will	be	entitled	to	the	benefits	described	in	the tables	above	in	the	event	of	a	termination	related	to	a	change	in	control	if	their	employment	is	terminated	other	than	for	cause	or	if	they	terminate their	employment	for	good	reason,	in	each	case	within	a	period	commencing	90	days	prior	to	and	ending	24	months	following	a	change	in	control.

# A	change	in	control	includes	the	following	events:

The	purchase	of	25%	or	more	of	either	the	common	stock	or	the	combined	voting	power	of	the	voting	securities,	the	merger	or	consolidation of	Entergy	Corporation	(unless	Entergy	Corporation's	board	members	constitute	at	least	a	majority	of	the	board	members	of	the	surviving entity);

the	merger	or	consolidation	of	Entergy	Corporation	(unless	Entergy	Corporation's	board	members	constitute	at	least	a	majority	of	the	board members	of	the	surviving	entity;

the	liquidation,	dissolution	or	sale	of	all	or	substantially	all	of	Entergy	Corporation's	assets;	or

a	change	in	the	composition	of	Entergy	Corporation's	board	such	that,	during	any	two-year	period,	the	individuals	serving	at	the	beginning	of the	period	no	longer	constitute	a	majority	of	Entergy	Corporation's	board	at	the	end	of	the	period.

The	proposed	separation	of	the	non-utility	nuclear	business	in	a	tax-free	spin-off	to	Entergy	Corporation's	shareholders	does	not	constitute	a "Change	of	Control"	for	purposes	of	the	System	Executive	Continuity	Plan.

Entergy	Corporation	may	terminate	a	Named	Executive	Officer's	employment	for	cause	under	the	System	Executive	Continuity	Plan	if	he	or	she:

fails	to	substantially	perform	his	duties	for	a	period	of	30	days	after	receiving	notice	from	the	board;

engages	in	conduct	that	is	injurious	to	Entergy	Corporation	or	any	of	its	subsidiaries;

is	convicted	or	pleads	guilty	to	a	felony	or	other	crime	that	materially	and	adversely	affects	his	or	her	ability	to	perform	his	or	her	duties	or Entergy	Corporation's	reputation;

violates	any	agreement	with	Entergy	Corporation	or	any	of	its	subsidiaries;	or

discloses	any	of	Entergy	Corporation's	confidential	information	without	authorization.

A	Named	Executive	Officer	may	terminate	employment	with	Entergy	Corporation	for	good	reason	under	the	System	Executive	Continuity	Plan	if, without	the	Named	Executive	Officer's	consent:

the	nature	or	status	of	his	or	her	duties	and	responsibilities	is	substantially	altered	or	reduced	compared	to	the	period	prior	to	the	change	in control;

his	or	her	salary	is	reduced	by	5%	or	more;

he	or	she	is	required	to	be	based	outside	of	the	continental	United	States	at	somewhere	other	than	the	primary	work	location	prior	to	the change	in	control;

any	of	his	or	her	compensation	plans	are	discontinued	without	an	equitable	replacement;

his	or	her	benefits	or	number	of	vacation	days	are	substantially	reduced;	or

his	or	her	employment	is	purported	to	be	terminated	other	than	in	accordance	with	the	System	Executive	Continuity	Plan.

In	addition	to	participation	in	the	System	Executive	Continuity	Plan,	upon	the	completion	of	a	transaction	resulting	in	a	change	in	control	of Entergy	Corporation,	benefits	already	accrued	under	the	System	Executive	Retirement	Plan	and	Pension	Equalization	Plan,	if	any,	will	become fully	vested	if	the	executive	is	involuntarily	terminated	without	cause	or	terminates	employment	for	good	reason.	Any	awards	granted	under	the Equity	Ownership	Plan	will	become	fully	vested	upon	a	Change	of	Control	without	regard	to	whether	the	executive	is	involuntarily	terminated without	cause	or	terminates	employment	for	good	reason.

Under	certain	circumstances,	the	payments	and	benefits	received	by	a	Named	Executive	Officer	pursuant	to	the	System	Executive	Continuity	Plan may	be	forfeited	and,	in	certain	cases,	subject	to	repayment.	Benefits	are	no	longer	payable	under	the	System	Executive	Continuity	Plan,	and unvested	performance	units	under	the	Performance	Unit	Program	are	subject	to	forfeiture,	if	the	executive:

accepts	employment	with	Entergy	Corporation	or	any	of	its	subsidiaries;

elects	to	receive	the	benefits	of	another	severance	or	separation	program;

removes,	copies	or	fails	to	return	any	property	belonging	to	Entergy	Corporation	or	any	of	its	subsidiaries;

discloses	non-public	data	or	information	concerning	Entergy	Corporation	or	any	of	its	subsidiaries;	or

violates	their	non-competition	provision,	which	generally	runs	for	two	years	but	extends	to	three	years	if	permissible	under	applicable	law.

Furthermore,	if	the	executive	discloses	non-public	data	or	information	concerning	Entergy	Corporation	or	any	of	its	subsidiaries	or	violates	their non-competition	provision,	he	or	she	will	be	required	to	repay	any	benefits	previously	received	under	the	System	Executive	Continuity	Plan.

# Termination	for	Cause

If	a	Named	Executive	Officer's	employment	is	terminated	for	"cause"	(as	defined	in	the	System	Executive	Continuity	Plans	and	described	above under	"Termination	Related	to	a	Change	in	Control"),	he	or	she	is	generally	entitled	to	the	same	compensation	and	separation	benefits	described below	under	"Voluntary	Resignation."

Voluntary	Resignation

If	a	Named	Executive	Officer	voluntarily	resigns	from	an	Entergy	System	company	employer,	he	or	she	is	entitled	to	all	accrued	benefits	and compensation	as	of	the	separation	date,	including	qualified	pension	benefits	(if	any)	and	other	post-employment	benefits	on	terms	consistent	with those	generally	available	to	other	salaried	employees.	In	the	case	of	voluntary	resignation,	the	officer	would	forfeit	all	unvested	stock	options	and restricted	units	as	well	as	any	perquisites	to	which	he	or	she	is	entitled	as	an	officer.	In	addition,	the	officer	would	forfeit,	except	as	described below,	his	or	her	right	to	receive	incentive	payments	under	the	Performance	Unit	Program	or	the	Executive	Incentive	Plan.	If	the	officer	resigns after	the	completion	of	an	Executive	Incentive	Plan	or	Performance	Unit	Program	performance	period,	he	or	she	could	receive	a	payout	under	the Performance	Unit	Program	based	on	the	outcome	of	the	performance	cycle	and	could,	at	the	Entergy	Corporation's	discretion,	receive	an	annual incentive	payment	under	the	Executive	Incentive	Plan.	Any	vested	stock	options	held	by	the	officer	as	of	the	separation	date	will	expire	the	earlier of	ten	years	from	date	of	grant	or	90	days	from	the	last	day	of	active	employment.

# Retirement

Under	Entergy	Corporation's	retirement	plans,	a	Named	Executive	Officer's	eligibility	for	retirement	benefits	is	based	on	a	combination	of	age	and years	of	service.	Normal	retirement	is	defined	as	age	65.	Early	retirement	is	defined	under	the	qualified	retirement	plan	as	minimum	age	55	with	10 years	of	service	and	in	the	case	of	the	System	Executive	Retirement	Plan	and	the	supplemental	credited	service	under	the	Pension	Equalization Plan,	the	consent	of	Entergy	System	company	employer.

Upon	a	Named	Executive	Officer's	retirement,	he	or	she	is	generally	entitled	to	all	accrued	benefits	and	compensation	as	of	the	separation	date, including	qualified	pension	benefits	and	other	post-employment	benefits	consistent	with	 those	generally	available	 to	salaried	employees.	The annual	incentive	payment	under	the	Executive	Incentive	Plan	is	pro-rated	based	on	the	actual	number	of	days	employed	during	the	performance year	in	which	the	retirement	date	occurs.	Similarly,	payments	under	the	Performance	Unit	Program	are	pro-rated	based	on	the	actual	number	of days	employed,	in	each	outstanding	performance	cycle,	in	which	the	retirement	date	occurs.	In	each	case,	payments	are	delivered	at	the	conclusion of	each	annual	or	performance	cycle,	consistent	with	 the	 timing	of	payments	 to	active	participants	 in	 the	Executive	Incentive	Plan	and	 the Performance	Unit	Program,	respectively.

Unvested	stock	options	issued	under	the	Equity	Ownership	Plan	vest	on	the	retirement	date	and	expire	ten	years	from	the	grant	date	of	the	options. Any	restricted	units	held	(other	than	those	issued	under	the	Performance	Unit	Program)	by	the	executive	upon	his	or	her	retirement	are	forfeited, and	perquisites	(other	than	short-term	financial	counseling	services)	are	not	available	following	the	separation	date.

# Disability

If	a	Named	Executive	Officer's	employment	is	terminated	due	to	disability,	he	or	she	generally	is	entitled	to	the	same	compensation	and	separation benefits	described	above	under	"Retirement,"	except	that	restricted	units	may	be	subject	to	specific	disability	benefits	(as	noted,	where	applicable, in	the	tables	above).

# Death

If	a	Named	Executive	Officer	dies	while	actively	employed	by	an	Entergy	System	company	employer,	he	or	she	generally	is	entitled	to	the	same compensation	and	separation	benefits	described	above	under	"Retirement,"	except	that:

all	unvested	stock	options	granted	prior	to	January	1,	2007	are	forfeited;

vested	stock	options	will	expire	the	earlier	of	ten	years	from	the	grant	date	or	three	years	following	the	executive's	death;

restricted	units	may	be	subject	to	specific	death	benefits	(as	noted,	where	applicable,	in	the	tables	above).

# Compensation	of	Directors

For	 information	 regarding	 compensation	 of	 the	 directors	 of	 Entergy	 Corporation,	 see	 the	 Proxy	 Statement	 under	 the	 heading	 "Director Compensation",	 which	 information	 is	 incorporated	 herein	 by	 reference.	The	 Boards	 of	 Directors	 of	 Entergy	Arkansas,	 Entergy	 Gulf	 States Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans	and	Entergy	Texas	are	comprised	solely	of	employee	directors	who receive	no	compensation	for	service	as	directors.

# Item	12.	Security	Ownership	of	Certain	Beneficial	Owners	and	Management

Entergy	Corporation	owns	100%	of	 the	outstanding	common	stock	of	registrants	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans	and	Entergy	Texas.	The	information	with	respect	to	persons	known	by	Entergy	Corporation to	be	beneficial	owners	of	more	than	5%	of	Entergy	Corporation's	outstanding	common	stock	is	included	under	the	heading	"Stockholders	Who Own	at	Least	Five	Percent"	in	the	Proxy	Statement,	which	information	is	incorporated	herein	by	reference.	The	registrants	know	of	no	contractual arrangements	that	may,	at	a	subsequent	date,	result	in	a	change	in	control	of	any	of	the	registrants.

The	following	table	sets	forth	the	beneficial	ownership	of	Common	Stock	of	Entergy	Corporation	and	stock-based	units	as	of	December	31,	2008 for	all	directors	and	Named	Executive	Officers.	Unless	otherwise	noted,	each	person	had	sole	voting	and	investment	power	over	the	number	of shares	of	Common	Stock	and	stock-based	units	of	Entergy	Corporation	set	forth	across	from	his	or	her	name.

| Name | (1) | Within	60	Days | (2) |
| :--- | :--- | :--- | :--- |
|  | Shares |  | Stock\tUnits |
| Entergy\tCorporation |  |  |  |
| Maureen\tS.\tBateman* | 6,100 | - | 6,400 |
| W.\tFrank\tBlount* | 11,634 | - | 16,800 |

| Simon	D.	deBree* |  |  | 3,347 | - | 5,437 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Leo\tP.\tDenault** |  |  | 1,531 | 237,357 | 753 |
| Gary\tW.\tEdwards* | (4) |  | 2,000 | - | 2,231 |
| Alexis\tHerman* |  |  | 3,300 | - | 4,000 |
| Donald\tC.\tHintz* | (4) |  | 8,054 | 320,000 | 3,200 |
| J.\tWayne\tLeonard*** | J.\tWayne\tLeonard*** |  | 120,453 | 2,010,333 | 113,977 |
| Stuart\tL.\tLevenick* |  |  | 2,000 | - | 2,231 |
| James\tR.\tNichols* | (3) |  | 8,926 | - | 17,826 |
| William\tA.\tPercy,\tII* | William\tA.\tPercy,\tII* | (4) | 5,350 | - | 6,654 |
| Mark\tT.\tSavoff** |  |  | 661 | 114,133 | 231 |
| Richard\tJ.\tSmith** |  |  | 7,753 | 412,472 | 1,813 |
| W.\tJ.\tTauzin* |  |  | 1,900 | - | 2,093 |
| Gary\tJ.\tTaylor** |  |  | 1,339 | 264,834 | 512 |
| Steven\tV.\tWilkinson* | Steven\tV.\tWilkinson* |  | 3,055 | - | 3,627 |
| All\tdirectors\tand\texecutive |  |  |  |  |  |
| \t\tofficers\tas\ta\tgroup\t(21\tpersons) | \t\tofficers\tas\ta\tgroup\t(21\tpersons) | \t\tofficers\tas\ta\tgroup\t(21\tpersons) | 207,529 | 3,811,231 | 189,542 |
|  |  |  |  | 469 |  |
|  |  |  |  | \t Options\tExercisable |  |
| Name | Name | Name | (1) | Within\t60\tDays | (2) |
|  |  |  | Shares |  |  |

|  |  |  | Stock	Units |
| :--- | :--- | :--- | :--- |
| Entergy\tArkansas |  |  |  |
| Theodore\tH.\tBunting,\tJr.** | 595 | 20,867 | 128 |
| Leo\tP.\tDenault*** | 1,531 | 237,357 | 753 |
| J.\tWayne\tLeonard** | 120,453 | 2,010,333 | 113,977 |
| Jay\tA.\tLewis** | 924 | 15,784 | - |
| Hugh\tT.\tMcDonald*** | 5,742 | 71,554 | 18,554 |
| Mark\tT.\tSavoff* | 661 | 114,133 | 231 |
| Richard\tJ.\tSmith** | 7,753 | 412,472 | 1,813 |
| Gary\tJ.\tTaylor* | 1,339 | 264,834 | 512 |
| All\tdirectors\tand\texecutive |  |  |  |
| \t\tofficers\tas\ta\tgroup\t(12\tpersons) | 158,529 | 3,578,569 | 137,597 |
| Entergy\tGulf\tStates\tLouisiana |  |  |  |
| Theodore\tH.\tBunting,\tJr.** | 595 | 20,867 | 128 |
| E.\tRenae\tConley*** | 2,422 | 52,163 | 13,707 |
| Leo\tP.\tDenault*** | 1,531 | 237,357 | 753 |
| J.\tWayne\tLeonard** | 120,453 | 2,010,333 | 113,977 |
| Jay\tA.\tLewis** | 924 | 15,784 | - |
| Mark\tT.\tSavoff* | 661 | 114,133 | 231 |
| Richard\tJ.\tSmith** | 7,753 | 412,472 | 1,813 |
| Gary\tJ.\tTaylor* | 1,339 | 264,834 | 512 |
| All\tdirectors\tand\texecutive |  |  |  |
| \t\tofficers\tas\ta\tgroup\t(12\tpersons) | 155,209 | 3,559,178 | 132,750 |
| Entergy\tLouisiana |  |  |  |
| Theodore\tH.\tBunting,\tJr.** | 595 | 20,867 | 128 |
| E.\tRenae\tConley*** | 2,422 | 52,163 | 13,707 |
| Leo\tP.\tDenault*** | 1,531 | 237,357 | 753 |
| J.\tWayne\tLeonard** | 120,453 | 2,010,333 | 113,977 |
| Jay\tA.\tLewis** | 924 | 15,784 | - |
| Mark\tT.\tSavoff* | 661 | 114,133 | 231 |
| Richard\tJ.\tSmith** | 7,753 | 412,472 | 1,813 |
| Gary\tJ.\tTaylor* | 1,339 | 264,834 | 512 |
| All\tdirectors\tand\texecutive |  |  |  |
| \t\tofficers\tas\ta\tgroup\t(12\tpersons) | 155,209 | 3,559,178 | 132,750 |
| Entergy\tMississippi |  |  |  |
| Theodore\tH.\tBunting,\tJr.** | 595 | 20,867 | 128 |
| Leo\tP.\tDenault*** | 1,531 | 237,357 | 753 |
| Haley\tR.\tFisackerly*** | 1,583 | 4,333 | - |
| J.\tWayne\tLeonard** | 120,453 | 2,010,333 | 113,977 |
| Jay\tA.\tLewis** | 924 | 15,784 | - |
| Mark\tT.\tSavoff* | 661 | 114,133 | 231 |
| Carolyn\tC.\tShanks** | 2,156 | 51,833 | 294 |
| Richard\tJ.\tSmith** | 7,753 | 412,472 | 1,813 |
| Gary\tJ.\tTaylor* | 1,339 | 264,834 | 512 |
| All\tdirectors\tand\texecutive |  |  |  |
| \t\tofficers\tas\ta\tgroup\t(13\tpersons) | 156,526 | 3,563,181 | 119,337 |

| Name | (1)<br>Shares | Within	60	Days | (2)<br>Stock	Units |
| :--- | :--- | :--- | :--- |
| Entergy\tNew\tOrleans |  |  |  |
| Theodore\tH.\tBunting,\tJr.** | 595 | 20,867 | 128 |
| Tracie\tL.\tBoutte* | 2,220 | 8,933 | 7 |
| Leo\tP.\tDenault** | 1,531 | 237,357 | 753 |
| J.\tWayne\tLeonard** | 120,453 | 2,010,333 | 113,977 |
| Jay\tA.\tLewis** | 924 | 15,784 | - |
| Richard\tJ.\tSmith** | 7,753 | 412,472 | 1,813 |
| Gary\tJ.\tTaylor* | 1,339 | 264,834 | 512 |
| Roderick\tK.\tWest*** | 1,268 | 12,668 | - |
| Sherri\tWinslow* | 183 | 1,834 | - |
| All\tdirectors\tand\texecutive |  |  |  |
| \t\tofficers\tas\ta\tgroup\t(14\tpersons) | 156,458 | 3,530,450 | 119,050 |
| Entergy\tTexas |  |  |  |
| Theodore\tH.\tBunting,\tJr.** | 595 | 20,867 | 128 |
| Leo\tP.\tDenault*** | 1,531 | 237,357 | 753 |
| Joseph\tF.\tDomino*** | 4,651 | 48,333 | 357 |
| J.\tWayne\tLeonard** | 120,453 | 2,010,333 | 113,977 |
| Jay\tA.\tLewis** | 924 | 15,784 | - |
| Mark\tT.\tSavoff* | 661 | 114,133 | 231 |
| Richard\tJ.\tSmith** | 7,753 | 412,472 | 1,813 |
| Gary\tJ.\tTaylor* | 1,339 | 264,834 | 512 |
| All\tdirectors\tand\texecutive |  |  |  |
| \t\tofficers\tas\ta\tgroup\t(12\tpersons) | 157,438 | 3,555,348 | 119,400 |

* Director	of	the	respective	Company

** Named	Executive	Officer	of	the	respective	Company

*** Director	and	Named	Executive	Officer	of	the	respective	Company

(1) The	number	of	shares	of	Entergy	Corporation	common	stock	owned	by	each	individual	and	by	all directors	and	executive	officers	as	a	group	does	not	exceed	one	percent	of	the	outstanding	Entergy Corporation	common	stock.

(2) Represents	the	balances	of	phantom	units	each	executive	holds	under	the	defined	contribution restoration	plan	and	the	deferral	provisions	of	the	Equity	Ownership	Plan.	These	units	will	be	paid out	in	either	Entergy	Corporation	Common	Stock	or	cash	equivalent	to	the	value	of	one	share	of Entergy	Corporation	Common	Stock	per	unit	on	the	date	of	payout,	including	accrued	dividends. The	deferral	period	is	determined	by	the	individual	and	is	at	least	two	years	from	the	award	of	the bonus.	For	 directors	 of	 Entergy	 Corporation	 the	 phantom	 units	 are	 issued	 under	 the	 Service Recognition	Program	for	Outside	Directors.	All	non-employee	directors	are	credited	with	units	for each	year	of	service	on	the	Board.

(3) Excludes	4,059	shares	that	are	owned	by	a	charitable	foundation	that	Mr.	Nichols	controls.

# Equity	Compensation	Plan	Information

The following table summarizes	 the	 equity	 compensation	 plan	 information	 as	 of	 December	 31,	 2008.	 Information is included for	 equity compensation	plans	approved	by	the	stockholders	and	equity	compensation	plans	not	approved	by	the	stockholders.

(1) Includes	the	Equity	Ownership	Plan,	which	was	approved	by	the	shareholders	on	May	15,	1998. The	2007	Equity	Ownership	and	Long	Term	Cash	Incentive	Plan	of	Entergy	Corporation	and Subsidiaries	("2007	Plan"),	was	approved	by	Entergy	Corporation	shareholders	on	May	12,	2006. 7,000,000	shares	of	Entergy	Corporation	common	stock	can	be	issued	from	the	2007	Plan,	with	no more	than	2,000,000	shares	available	for	non-option	grants.	The	Equity	Ownership	Plan	and	the 2007	Plan	(the	"Plans")	are	administered	by	the	Personnel	Committee	of	the	Board	of	Directors (other	 than	 with	 respect	 to	 awards	 granted	 to	 non-employee	 directors,	 which	 awards	 are administered	by	the	entire	Board	of	Directors).	Eligibility	under	the	Plans	is	limited	to	the	non- employee	directors	and	to	the	officers	and	employees	of	an	Entergy	System	employer	and	any corporation	80%	or	more	of	whose	stock	(based	on	voting	power)	or	value	is	owned,	directly	or indirectly,	by	the	Company.	The	Plans	provide	for	the	issuance	of	stock	options,	restricted	shares, equity	awards	(units	whose	value	is	related	to	the	value	of	shares	of	the	Common	Stock	but	do	not represent	 actual	 shares	 of	 Common	 Stock),	 performance	 awards	 (performance	 shares	 or	 units valued	by	reference	 to	shares	of	Common	Stock	or	performance	units	valued	by	reference	 to financial	measures	or	property	other	than	Common	Stock)	and	other	stock-based	awards.

(2) Entergy	has	a	Board-approved	stock-based	compensation	plan.	However,	effective	May	9,	2003, the	Board	has	directed	that	no	further	awards	be	issued	under	that	plan.

# Item	13.	Certain	Relationships	and	Related	Transactions	and	Director	Independence

For	information	regarding	certain	relationships,	related	transactions	and	director	independence	of	Entergy	Corporation,	see	the	Proxy	Statement under	the	headings	"Corporate	Governance	-	Director	Independence"	and	"Transactions	with	Related	Persons,"	which	information	is	incorporated herein	by	reference.

Since	December	31,	2007,	none	of	the	Subsidiaries	or	any	of	their	affiliates	has	participated	in	any	transaction	involving	an	amount	in	excess	of $120,000	in	which	any	director	or	executive	officer	of	any	of	the	Subsidiaries,	any	nominee	for	director,	or	any	immediate	family	member	of	the foregoing	had	a	material	interest	as	contemplated	by	Item	404(a)	of	Regulation	S-K	("Related	Party	Transactions").

Entergy	 Corporation's	 Board	 of	 Directors	 has	 adopted	 policies	 and	 procedures	 for	 the	 review,	 approval	 or	 ratification	 of	 Related	 Party Transactions.	Under	these	policies	and	procedures,	the	Corporate	Governance	Committee,	or	a	subcommittee	of	the	Board	of	Directors	of	Entergy Corporation	comprised	of	independent	directors,	reviews	the	transaction	and	either	approves	or	rejects	the	transaction	after	taking	into	account	the following	factors:

Whether	the	proposed	transaction	is	on	terms	at	least	as	favorable	to	Entergy	corporation	or	the	subsidiary	as	those	achievable	with	an unaffiliated	third	party;

Size	of	transaction	and	amount	of	consideration;

Nature	of	the	interest;

Whether	transaction	involves	a	conflict	of	interest;

Whether	transaction	involves	services	available	from	unaffiliated	third	parties;	and

Any	other	factors	that	the	Corporate	Governance	Committee	or	subcommittee	deems	relevant.

The	policy	does	not	apply	to	(a)	compensation	and	Related	Party	Transactions	involving	a	director	or	an	executive	officer	solely	resulting	from	that person's	service	as	a	director	or	employment	with	the	Company	so	long	as	the	compensation	is	reported	in	the	Company's	filings	with	the	SEC,	(b) transactions	involving	the	rendering	of	services	as	a	public	utility	at	rates	or	charges	fixed	in	conformity	with	law	or	governmental	authority	or	(c) any	other	categories	of	transactions	currently	or	in	the	future	excluded	from	the	reporting	requirements	of	Item	404(a)	of	Regulation	SK.

None	of	the	Subsidiaries	are	listed	issuers.	As	previously	noted,	the	Boards	of	Directors	of	the	Subsidiaries	are	comprised	solely	of	employee directors.	None	of	the	Boards	of	Directors	of	any	of	the	Subsidiaries	has	any	committees.

# Item	14.	Principal	Accountant	Fees	and	Services	(Entergy	Corporation,	Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas	and	System	Energy)

Aggregate	 fees	 billed	 to	 Entergy	 Corporation	 (consolidated),	 Entergy	Arkansas,	 Entergy	 Gulf	 States	 Louisiana,	 Entergy	 Louisiana,	 Entergy Mississippi,	Entergy	New	Orleans,	Entergy	Texas	and	System	Energy	for	the	years	ended	December	31,	2008	and	2007	by	Deloitte	&	Touche LLP,	the	member	firms	of	Deloitte	Touche	Tohmatsu,	and	their	respective	affiliates	(collectively,	"Deloitte	&	Touche"),	which	includes	Deloitte Consulting	were	as	follows:

|  | 2008 | 2007 |
| :--- | :--- | :--- |
| Entergy\tCorporation\t(consolidated) |  |  |
| Audit\tFees | $10,587,151 | $9,512,245 |
| Audit-Related\tFees\t(a) | 778,689 | 507,851 |
| Total\taudit\tand\taudit-related\tfees | 11,365,840 | 10,020,096 |
| Tax\tFees\t(b) | - | 11,396 |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $11,365,840 | $10,031,492 |
| Entergy\tArkansas |  |  |
| Audit\tFees | $885,674 | $726,750 |

| Audit-Related	Fees	(a) | - | - |
| :--- | :--- | :--- |
| Total\taudit\tand\taudit-related\tfees | 885,674 | 726,750 |
| Tax\tFees | - | - |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $885,674 | $726,750 |
| Entergy\tGulf\tStates\tLouisiana |  |  |
| Audit\tFees\t(d) | $1,232,594 | $2,753,000 |
| Audit-Related\tFees\t(a)\t(e) | 200,000 | 112,000 |
| Total\taudit\tand\taudit-related\tfees | 1,432,594 | 2,865,000 |
| Tax\tFees | - | - |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $1,432,594 | $2,865,000 |
| Entergy\tLouisiana |  |  |
| Audit\tFees | $1,091,094 | $764,250 |
| Audit-Related\tFees\t(a) | 190,000 | - |
| Total\taudit\tand\taudit-related\tfees | 1,281,094 | 764,250 |
| Tax\tFees | - | - |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $1,281,094 | $764,250 |

|  | 2008 | 2007 |
| :--- | :--- | :--- |
| Entergy\tMississippi |  |  |
| Audit\tFees | $880,674 | $801,750 |
| Audit-Related\tFees\t(a) | - | - |
| Total\taudit\tand\taudit-related\tfees | 880,674 | 801,750 |
| Tax\tFees | - | - |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $880,674 | $801,750 |
| Entergy\tNew\tOrleans |  |  |
| Audit\tFees | $806,658 | $745,846 |
| Audit-Related\tFees\t(a) | - | - |
| Total\taudit\tand\taudit-related\tfees | 806,658 | 745,846 |
| Tax\tFees | - | - |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $806,658 | $745,846 |
| Entergy\tTexas |  |  |
| Audit\tFees | $1,129,174 | $1,376,500 |
| Audit-Related\tFees\t(a) | - | 56,000 |
| Total\taudit\tand\taudit-related\tfees | 1,129,174 | 1,432,500 |
| Tax\tFees | - | - |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $1,129,174 | $1,432,500 |
| System\tEnergy |  |  |
| Audit\tFees | $836,231 | $748,750 |
| Audit-Related\tFees\t(a) | - | - |
| Total\taudit\tand\taudit-related\tfees | 836,231 | 748,750 |
| Tax\tFees | - | - |
| All\tOther\tFees | - | - |
| \t\t\t\t\tTotal\tFees\t(c) | $836,231 | $748,750 |

(a) Includes	fees	for	employee	benefit	plan	audits,	consultation	on	financial	accounting	and	reporting, and	other	attestation	services.

(b) Includes	fees	for	tax	return	review	and	tax	compliance	assistance.

(e) Includes	audit-related	fees	allocated	to	Entergy	Texas	of	$56,000	in	2007.

# Entergy	Audit	Committee	Guidelines	for	Pre-approval	of	Independent	Auditor	Services

The	Audit	Committee	has	adopted	the	following	guidelines	regarding	the	engagement	of	Entergy's	independent	auditor	to	perform	services	for Entergy:

1. The	independent	auditor	will	provide	the	Audit	Committee,	for	approval,	an	annual	engagement letter	outlining	the	scope	of	services	proposed	to	be	performed	during	the	fiscal	year,	including audit	services	and	other	permissible	non-audit	services	(e.g.	audit-related	services,	tax	services, and	all	other	services).

2. For	other	permissible	services	not	included	in	the	engagement	letter,	Entergy	management	will submit	a	description	of	the	proposed	service,	including	a	budget	estimate,	to	the	Audit	Committee for	pre-approval.	Management	and	the	independent	auditor	must	agree	that	the	requested	service	is consistent	 with	 the	 SEC's	 rules	 on	 auditor	 independence	 prior	 to	 submission	 to	 the	 Audit Committee.	The	Audit	Committee,	at	its	discretion,	will	pre-approve	permissible	services	and	has established	the	following	additional	guidelines	for	permissible	non-audit	services	provided	by	the independent	auditor:

Aggregate	non-audit	service	fees	are	targeted	at	fifty	percent	or	less	of	the	approved	audit service	fee.

All	other	services	should	only	be	provided	by	the	independent	auditor	if	it	is	the	only qualified	provider	of	that	service	or	if	the	Audit	Committee	specifically	requests	the	service.

3. The	Audit	Committee	will	be	informed	quarterly	as	to	the	status	of	pre-approved	services	actually provided	by	the	independent	auditor.

4. To	ensure	prompt	handling	of	unexpected	matters,	the	Audit	Committee	delegates	to	the	Audit Committee	Chair	or	its	designee	the	authority	to	approve	permissible	services	and	fees.	The	Audit Committee	 Chair	 or	 designee	 will	 report	 action	 taken	 to	 the	 Audit	 Committee	 at	 the	 next scheduled	Audit	Committee	meeting.

5. The	Vice	President	and	General	Auditor	will	be	responsible	for	tracking	all	independent	auditor fees	and	will	report	quarterly	to	the	Audit	Committee.

# PART	IV

# Item	15.	Exhibits	and	Financial	Statement	Schedules

# (a)2. Financial	Statement	Schedules

Report	of	Independent	Registered	Public	Accounting	Firm	(see	page	487)

Financial	Statement	Schedules	are	listed	in	the	Index	to	Financial	Statement	Schedules	(see	page S-1)

Exhibits	 for	 Entergy,	 Entergy	Arkansas,	 Entergy	 Gulf	 States	 Louisiana,	 Entergy	 Louisiana, Entergy	Mississippi,	Entergy	New	Orleans,	Entergy	Texas,	and	System	Energy	are	listed	in	the Exhibit	Index	(see	page	E-1).	Each	management	contract	or	compensatory	plan	or	arrangement required	to	be	filed	as	an	exhibit	hereto	is	identified	as	such	by	footnote	in	the	Exhibit	Index.

# SIGNATURES

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	this	report	to	be	signed

on	its	behalf	by	the	undersigned,	thereunto	duly	authorized.	The	signature	of	the	undersigned	company	shall	be	deemed	to	relate	only	to	matters having	reference	to	such	company	and	any	subsidiaries	thereof.

By	/s/	Theodore	H.	Bunting,	Jr.

Senior	Vice	President	and	Chief	Accounting

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	following	persons	on	behalf	of	the registrant	and	in	the	capacities	and	on	the	dates	indicated.	The	signature	of	each	of	the	undersigned	shall	be	deemed	to	relate	only	to	matters	having reference	to	the	above-named	company	and	any	subsidiaries	thereof.

J.	Wayne	Leonard	(Chairman	of	 the	Board,	Chief	Executive	Officer	and	Director;	Principal	Executive	Officer);	Leo	P.	Denault (Executive	Vice	President	and	Chief	Financial	Officer;	Principal	Financial	Officer);	Maureen	S.	Bateman,	W.	Frank	Blount,	Simon	D. deBree,	Gary	W.	Edwards,	Alexis	M.	Herman,	Donald	C.	Hintz,	Stuart	L.	Levenick,	James	R.	Nichols,	William	A.	Percy,	II,	W.	J. Tauzin,	and	Steven	V.	Wilkinson	(Directors).

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	this	report	to	be	signed on	its	behalf	by	the	undersigned,	thereunto	duly	authorized.	The	signature	of	the	undersigned	company	shall	be	deemed	to	relate	only	to	matters having	reference	to	such	company	and	any	subsidiaries	thereof.

Hugh	T.	McDonald	(Chairman	of	the	Board,	President,	Chief	Executive	Officer,	and	Director;	Principal	Executive	Officer);	Leo	P.

# Denault,	Mark	T.	Savoff,	and	Gary	J.	Taylor	(Directors).

(Theodore	H.	Bunting,	Jr.,	Attorney-in-fact)

E.	Renae	Conley	(Chair	of	the	Board,	President,	Chief	Executive	Officer,	and	Director;	Principal	Executive	Officer);	Leo	P.	Denault, Mark	T.	Savoff,	and	Gary	J.	Taylor	(Directors).

# Officer

Haley	R.	Fisackerly	(Chairman,	President,	Chief	Executive	Officer,	and	Director;	Principal	Executive	Officer);	Leo	P.	Denault,	Mark

# T.	Savoff,	and	Gary	J.	Taylor	(Directors).

Roderick	K.	West	(Chairman,	President,	Chief	Executive	Officer,	and	Director;	Principal	Executive	Officer);	Tracie	L.	Boutte,	Gary	J. Taylor,	and	Sherri	Winslow	(Directors).

Joseph	F.	Domino	(Chairman	of	the	Board,	President,	Chief	Executive	Officer,	and	Director;	Principal	Executive	Officer);	Leo	P. Denault,	Mark	T.	Savoff,	and	Gary	J.	Taylor	(Directors).

Michael	R.	Kansler	(Chairman,	President,	Chief	Executive	Officer,	and	Director;	Principal	Executive	Officer);	Wanda	C.	Curry	(Vice President,	 Chief	 Financial	 Officer	 -	 Nuclear	 Operations;	 Principal	 Financial	 Officer);	 Leo	 P.	 Denault	 and	 Steven	 C.	 McNeal (Directors).

# CONSENTS	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM

We	 consent	 to	 the	 incorporation	 by	 reference	 in	 Post-Effective	Amendments	 No.	 3	 and	 5A	 on	 Form	 S-8	 and	 their	 related	 prospectuses	 to Registration	Statement	No.	33-54298	on	Form	S-4	and	Registration	Statements	No.	333-55692,	333-68950,	333-75097,	333-90914,	333-98179, 333-140183,	 and	 333-142055	 on	 Form	 S-8	 of	 our	 reports	 dated	 February	 27,	 2009,	 relating	 to	 the	 consolidated	 financial	 statements	 and consolidated	financial	statement	schedule	of	Entergy	Corporation	and	Subsidiaries	and	the	effectiveness	of	Entergy	Corporation	and	Subsidiaries' internal	control	over	financial	reporting,	appearing	in	this	Annual	Report	on	Form	10-K	of	Entergy	Corporation	and	Subsidiaries	for	the	year	ended December	31,	2008.

We	consent	to	the	incorporation	by	reference	in	Registration	Statements	No.	333-127780	and	333-132653	on	Form	S-3	of	our	reports	dated February	27,	2009,	relating	to	the	financial	statements	and	financial	statement	schedule	of	Entergy	Arkansas,	Inc.	and	the	effectiveness	of	Entergy Arkansas,	Inc.'s	internal	control	over	financial	reporting,	appearing	in	this	Annual	Report	on	Form	10-K	of	Entergy	Arkansas,	Inc.	for	the	year ended	December	31,	2008.

We	consent	to	the	incorporation	by	reference	in	Registration	Statement	No.	333-156435	on	Form	S-3	and	Registration	Statement	No.	333-153623 on	Form	S-4	of	our	reports	dated	February	27,	2009,	relating	to	the	financial	statements	of	Entergy	Gulf	States	Louisiana,	L.L.C.	(which	report expresses	an	unqualified	opinion	and	includes	an	explanatory	paragraph	regarding	the	effects	of	the	distribution	of	certain	assets	and	liabilities	to Entergy	Texas,	Inc.	and	Subsidiaries	as	part	of	a	jurisdictional	separation	plan),	financial	statement	schedule,	and	the	effectiveness	of	Entergy	Gulf States	 Louisiana,	 L.L.C.'s	 internal	 control	 over	 financial	 reporting,	 appearing	 in	 this	Annual	 Report	 on	 Form	 10-K	 of	 Entergy	 Gulf	 States Louisiana,	L.L.C.	for	the	year	ended	December	31,	2008.

We	consent	to	the	incorporation	by	reference	in	Registration	Statement	333-132660	on	Form	S-3	of	our	reports	dated	February	27,	2009,	relating	to the	financial	statements	and	financial	statement	schedule	of	Entergy	Louisiana,	LLC	and	the	effectiveness	of	Entergy	Louisiana,	LLC's	internal control	over	financial	reporting,	appearing	in	this	Annual	Report	on	Form	10-K	of	Entergy	Louisiana,	LLC	for	the	year	ended	December	31,	2008.

We	consent	to	the	incorporation	by	reference	in	Registration	Statement	No.	333-132658	on	Form	S-3	of	our	reports	dated	February	27,	2009, relating	to	the	financial	statements	and	financial	statement	schedule	of	Entergy	Mississippi,	Inc.	and	the	effectiveness	of	Entergy	Mississippi,	Inc.'s internal	 control	 over	 financial	 reporting,	 appearing	 in	 this	 Annual	 Report	 on	 Form	 10-K	 of	 Entergy	 Mississippi,	 Inc.	 for	 the	 year	 ended December	31,	2008.

We	consent	to	the	incorporation	by	reference	in	Registration	Statement	No.	333-155584	on	Form	S-3	of	our	reports	dated	February	27,	2009, relating	to	the	financial	statements	and	financial	statement	schedule	of	Entergy	New	Orleans,	Inc.,	and	the	effectiveness	of	Entergy	New	Orleans, Inc.'s	internal	control	over	financial	reporting,	appearing	in	this	Annual	Report	on	Form	10-K	of	Entergy	New	Orleans,	Inc.	for	the	year	ended December	31,	2008.

We	consent	to	the	incorporation	by	reference	in	Registration	Statement	No.	333-153442	on	Form	S-3	of	our	reports	dated	February	27,	2009, relating	 to	 the	consolidated	financial	statements	of	Entergy	Texas,	Inc.	and	Subsidiaries	(which	report	expresses	an	unqualified	opinion	and includes	an	explanatory	paragraph	regarding	the	effects	of	distribution	of	certain	assets	and	liabilities	from	Entergy	Gulf	States,	Inc.	to	Entergy Texas,	Inc.	and	Subsidiaries	as	part	of	the	jurisdictional	separation	plan),	financial	statement	schedule,	and	the	effectiveness	of	Entergy	Texas,	Inc. and	Subsidiaries'	internal	control	over	financial	reporting,	appearing	in	this	Annual	Report	on	Form	10-K	of	Entergy	Texas,	Inc.	and	Subsidiaries for	the	year	ended	December	31,	2008.

We	consent	to	the	incorporation	by	reference	in	Registration	Statement	No.	333-156718	on	Form	S-3	of	our	reports	dated	February	27,	2009, relating	to	the	financial	statements	of	System	Energy	Resources,	Inc.	and	the	effectiveness	of	System	Energy	Resources,	Inc.'s	internal	control	over financial	reporting,	appearing	in	this	Annual	Report	on	Form	10-K	of	System	Energy	Resources,	Inc.	for	the	year	ended	December	31,	2008.

To	the	Board	of	Directors	and	Shareholders	of

To	the	Board	of	Directors	and	Members	of

We	have	audited	the	consolidated	financial	statements	of	Entergy	Corporation	and	Subsidiaries	(the	"Corporation")	and	we	have	also	audited	the financial	statements	of	Entergy	Arkansas,	Inc.,	Entergy	Gulf	States	Louisiana,	L.L.C.,	Entergy	Louisiana,	LLC,	Entergy	Mississippi,	Inc.,	Entergy New	Orleans,	Inc.,	and	Entergy	Texas,	Inc.	and	Subsidiaries	(collectively	the	"Companies")	as	of	December	31,	2008	and	2007,	and	for	each	of	the three	years	in	the	period	ended	December	31,	2008,	and	the	Corporation's	and	the	respective	Companies'	internal	control	over	financial	reporting	as of	December	31,	2008,	and	have	issued	our	reports	thereon	dated	February	27,	2009.	Our	report	on	the	financial	statements	of	Entergy	Gulf	States Louisiana,	L.L.C.	expresses	an	unqualified	opinion	and	includes	an	explanatory	paragraph	regarding	the	effects	of	the	distribution	of	certain	assets and	liabilities	to	Entergy	Texas,	Inc.	and	Subsidiaries	as	part	of	a	jurisdictional	separation	plan.	Our	report	on	the	financial	statements	of	Entergy Texas,	Inc.	and	Subsidiaries	expresses	an	unqualified	opinion	and	includes	an	explanatory	paragraph	regarding	the	effects	of	the	distribution	of certain	assets	and	liabilities	from	Entergy	Gulf	States,	Inc.	to	Entergy	Texas,	Inc.	and	Subsidiaries	as	part	of	a	jurisdictional	separation	plan.	The financial	statements	described	above	and	our	reports	thereon	are	included	elsewhere	in	this	2008	Annual	Report	on	Form	10-K.	Our	audits	also included	the	financial	statement	schedules	of	the	Corporation	and	the	respective	Companies	listed	in	Item	15.	These	financial	statement	schedules are	the	responsibility	of	the	Corporation's	and	the	respective	Companies'	managements.	Our	responsibility	is	to	express	an	opinion	based	on	our audits.	In	our	opinion,	such	financial	statement	schedules,	when	considered	in	relation	to	the	basic	financial	statements	taken	as	a	whole,	present fairly,	in	all	material	respects,	the	information	set	forth	therein.

# INDEX	TO	FINANCIAL	STATEMENT	SCHEDULES

Schedules	other	than	those	listed	above	are	omitted	because	they	are	not	required,	not	applicable,	or	the	required	information	is	shown	in	the financial	statements	or	notes	thereto.

Columns	have	been	omitted	from	schedules	filed	because	the	information	is	not	applicable.

SCHEDULE	II	-	VALUATION	AND	QUALIFYING	ACCOUNTS Years	Ended	December	31,	2008,	2007,	and	2006 (In	Thousands)

| Column	A | Column	B | Column	C | Column	D | Column	E |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Other |  |
|  |  | Additions | Changes |  |
|  |  |  | Deductions |  |
|  | Balance\tat |  | from | Balance |
|  | Beginning | Charged\tto\tIncome | Provisions | at\tEnd |
| Description | of\tPeriod | or\tRegulatory\tAssets | (1) | of\tPeriod |
| Year\tended\tDecember\t31,\t2008 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $25,789 | ($179) | $- | $25,610 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $133,406 | $56,826 | $42,780 | $147,452 |
| Year\tended\tDecember\t31,\t2007 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $29,911 | ($4,122) | $- | $25,789 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $97,287 | $63,262 | $27,143 | $133,406 |
| Year\tended\tDecember\t31,\t2006 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $30,805 | $19,020 | $30,477 | $19,348 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $144,880 | $75,772 | $131,750 | $88,902 |

# Notes:

(1)	Deductions	from	provisions	represent	losses	or	expenses	for	which	the	respective	provisions	were	created.	In	the	case	of	the provision	for	doubtful	accounts,	such	deductions	are	reduced	by	recoveries	of	amounts	previously	written	off.

(2)	Accumulated	provisions	not	deducted	from	assets	includes	provisions	for	property	insurance,	injuries	and	damages,

environmental,	and	pension	related	items.

# SCHEDULE	II	-	VALUATION	AND	QUALIFYING	ACCOUNTS

| Column	A | Column	B | Column	C | Column	D | Column	E |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Other |  |
|  |  | Additions | Changes |  |
|  |  |  | Deductions |  |
|  | Balance\tat |  | from | Balance |
|  | Beginning | Charged\tto\tIncome | Provisions | at\tEnd |
| Description | of\tPeriod | or\tRegulatory\tAssets | (1) | of\tPeriod |
| Year\tended\tDecember\t31,\t2008 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $16,649 | $3,233 | $- | $19,882 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $14,414 | $1,397 | ($114) | $15,925 |
| Year\tended\tDecember\t31,\t2007 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $15,257 | $1,392 | $- | $16,649 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $14,539 | $5,219 | $5,344 | $14,414 |
| Year\tended\tDecember\t31,\t2006 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $15,777 | $10,432 | $10,952 | $15,257 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $12,963 | $9,537 | $7,961 | $14,539 |

| Column	A | Column	B | Column	C<br>Additions | Column	D<br>Other<br>Changes | Column	E |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Deductions |  |
|  | Balance\tat |  | from | Balance |
|  | Beginning | Charged\tto\tIncome | Provisions | at\tEnd |
| Description | of\tPeriod | or\tRegulatory\tAssets | (1) | of\tPeriod |
| Year\tended\tDecember\t31,\t2008 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $979 | $251 | $- | $1,230 |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tNot\tDeducted\tfrom\tAssets\t(2) | $11,887 | $20,059 | $18,050 | $13,896 |
| Year\tended\tDecember\t31,\t2007 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $759 | $220 | $- | $979 |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tNot\tDeducted\tfrom\tAssets\t(2) | $21,245 | $21,183 | $30,541 | $11,887 |
| Year\tended\tDecember\t31,\t2006 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $2,096 | ($1,337) | $- | $759 |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tNot\tDeducted\tfrom\tAssets\t(2) | $19,882 | $21,142 | $19,779 | $21,245 |

(2)	Accumulated	provisions	not	deducted	from	assets	includes	provisions	for	property	insurance,	injuries	and	damages, environmental,	and	pension	related	items.

| Column	A | Column	B | Column	C | Column	D | Column	E |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Other |  |
|  |  | Additions | Changes |  |
|  |  |  | Deductions |  |
|  | Balance\tat |  | from | Balance |
|  | Beginning | Charged\tto\tIncome | Provisions | at\tEnd |
| Description | of\tPeriod | or\tRegulatory\tAssets | (1) | of\tPeriod |
| Year\tended\tDecember\t31,\t2008 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $1,988 | ($290) | $- | $1,698 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $18,405 | $17,450 | $15,939 | $19,916 |

| Doubtful	Accounts | $1,856 | $132 | $- | $1,988 |
| :--- | :--- | :--- | :--- | :--- |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $23,798 | $22,910 | $28,303 | $18,405 |
| Year\tended\tDecember\t31,\t2006 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $6,141 | $5,093 | $9,378 | $1,856 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $21,738 | $27,609 | $25,549 | $23,798 |

| Column	A | Column	B | Column	C | Column	D | Column	E |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Other |  |
|  |  | Additions | Changes |  |
|  |  |  | Deductions |  |
|  | Balance\tat |  | from | Balance |
|  | Beginning | Charged\tto\tIncome | Provisions | at\tEnd |
| Description | of\tPeriod | or\tRegulatory\tAssets | (1) | of\tPeriod |
| Year\tended\tDecember\t31,\t2008 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $615 | $72 | $- | $687 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $50,264 | $10,175 | $23,482 | $36,957 |
| Year\tended\tDecember\t31,\t2007 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $615 | $- | $- | $615 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $10,036 | $2,519 | ($37,709) | $50,264 |
| Year\tended\tDecember\t31,\t2006 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $1,826 | $351 | $1,562 | $615 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $9,436 | $9,513 | $8,913 | $10,036 |

Column	A

Column	B

Column	C

Column	D Column	E

|  |  |  | Other |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Additions | Changes |  |
|  |  |  | Deductions |  |
|  | Balance\tat |  | from | Balance |
|  | Beginning | Charged\tto\tIncome | Provisions | at\tEnd |
| Description | of\tPeriod | or\tRegulatory\tAssets | (1) | of\tPeriod |
| Year\tended\tDecember\t31,\t2008 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $4,639 | ($3,527) | $- | $1,112 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $14,329 | $1,507 | $5,227 | $10,609 |
| Year\tended\tDecember\t31,\t2007 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $10,563 | ($5,924) | $- | $4,639 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $8,385 | $1,062 | ($4,882) | $14,329 |
| Year\tended\tDecember\t31,\t2006 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $25,422 | $809 | $15,668 | $10,563 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $2,119 | $409 | ($5,857) | $8,385 |

| Column	A | Column	B | Column	C | Column	D | Column	E |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Other |  |
|  |  | Additions | Changes |  |
|  |  |  | Deductions |  |
|  | Balance\tat |  | from | Balance |
|  | Beginning | Charged\tto\tIncome | Provisions | at\tEnd |
| Description | of\tPeriod | or\tRegulatory\tAssets | (1) | of\tPeriod |
| Year\tended\tDecember\t31,\t2008 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $918 | $83 | $- | $1,001 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $8,863 | $4,885 | $812 | $12,936 |
| Year\tended\tDecember\t31,\t2007 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $859 | $59 | $- | $918 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $9,431 | $5,311 | $5,879 | $8,863 |
| Year\tended\tDecember\t31,\t2006 |  |  |  |  |
| \t\tAccumulated\tProvisions |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets-- |  |  |  |  |
| \t\t\t\tDoubtful\tAccounts | $2,698 | ($1,839) | $- | $859 |
| \t\tAccumulated\tProvisions\tNot |  |  |  |  |
| \t\t\t\tDeducted\tfrom\tAssets\t(2) | $8,794 | $5,569 | $4,932 | $9,431 |

# EXHIBIT	INDEX

The	following	exhibits	indicated	by	an	asterisk	preceding	the	exhibit	number	are	filed	herewith.	The	balance	of	the	exhibits	have	heretofore	been filed	with	the	SEC	as	the	exhibits	and	in	the	file	numbers	indicated	and	are	incorporated	herein	by	reference.	The	exhibits	marked	with	a	(+)	are management	contracts	or	compensatory	plans	or	arrangements	required	to	be	filed	herewith	and	required	to	be	identified	as	such	by	Item	15	of Form	10-K.	Reference	is	made	to	a	duplicate	list	of	exhibits	being	filed	as	a	part	of	this	Form	10-K,	which	list,	prepared	in	accordance	with Item	102	of	Regulation	S-T	of	the	SEC,	immediately	precedes	the	exhibits	being	physically	filed	with	this	Form	10-K.

# (2)	Plan	of	Acquisition,	Reorganization,	Arrangement,	Liquidation	or	Succession

# (3)	Articles	of	Incorporation	and	By-laws

(a)	1	-- Restated	Certificate	of	Incorporation	of	Entergy	Corporation	dated	October	10,	2006	(3(a)	to	Form	10-Q	for	the quarter	ended	September	30,	2006).

(b)	1	-- Amended	and	Restated	Articles	of	Incorporation	of	System	Energy	and	amendments	thereto	through	April	28,	1989 (A-1(a)	to	Form	U-1	in	70-5399).

Amended	and	Restated	Articles	of	Incorporation	of	Entergy	Mississippi,	as	amended	June	21,	2005	(A-1(b)	to	Rule 24	Certificate	dated	February	6,	2006	in	70-10157).

# (4)	Instruments	Defining	Rights	of	Security	Holders,	Including	Indentures

(a)	1	-- See	(4)(b)	through	(4)(h)	below	for	instruments	defining	the	rights	of	holders	of	long-term	debt	of	System	Energy, Entergy	Arkansas,	Entergy	Gulf	States	Louisiana,	Entergy	Louisiana,	Entergy	Mississippi,	Entergy	New	Orleans, and	Entergy	Texas.

(a)	2	-- Amendment	dated	as	of	September	21,	2005,	to	the	Amended	and	Restated	Credit	Agreement,	dated	as	of	June	30, 2005,	among	Entergy	Corporation,	as	Borrower,	Bayerische	Hypo-	und	Vereinsbank	AG,	New	York	 Branch,	as Bank,	and	Bayerische	Hypo-und	Vereinsbank	AG,	New	York	Branch,	as	 Administrative	Agent	(4(b)	to	Form	8-K dated	September	28,	2005	in	1-11299).

(a)	3	-- Amended	and	Restated	Credit	Agreement,	dated	as	of	June	30,	2005,	among	Entergy	Corporation,	as	Borrower, Bayerische	Hypo-	und	Vereinsbank	AG,	New	York	Branch,	as	Bank,	and	Bayerische	Hypo-und	 Vereinsbank	AG, New	York	Branch,	as	Administrative	Agent	(4(g)	to	Form	10-Q	for	the	quarter	ended	June	30,	2005	in	1-11299).

(a)	4	-- Credit	Agreement	($3,500,000,000),	dated	as	of	August	2,	2007,	among	Entergy	Corporation,	the	Banks	(Citibank, N.A.,	 ABN	 AMRO	 Bank	N.V.,	 Barclays	 Bank	 PLC,	 BNP	 Paribas,	 Calyon	 New	York	 Branch,	 Credit	 Suisse (Cayman	Islands	Branch),	J.	P.	Morgan	Chase	Bank,	N.A.,	KeyBank	National	Association,	Lehman	Brothers	Bank (FSB),	Mizuho	Corporate	Bank,	Ltd.,	Morgan	Stanley	Bank,	Regions	Bank,	Societe	Generale,	The	Bank	of	New York,	The	Bank	of	Nova	Scotia,	The	Bank	of	Toyko-Mitsubishi	UFJ,	Ltd.	(New	York	Branch),	 The	Royal	Bank	of Scotland	 plc,	 Union	 Bank	 of	 California,	 N.A.,	 Wachovia	Bank,	 National	 Association	 and	 William	 Street Commitment	Corporation),	Citibank,	N.A.,	as	Administrative	Agent	and	LC	Issuing	Bank,	and	ABN	AMRO	 Bank, N.V.,	as	LC	Issuing	Bank	(10(a)	to	Form	10-Q	for	the	quarter	ended	June	30,	2007	in	1-11299).

(a)	7	-- Purchase	Contract	and	Pledge	Agreement,	dated	as	of	December	20,	2005,	among	Entergy	Corporation,	The	Bank of	New	York,	as	Purchase	Contract	Agent,	and	JP	Morgan	Chase	Bank,	N.A.,	as	Collateral	Agent,	Custodial	Agent, and	Securities	Intermediary	(4(a)12	to	Form	10-K	for	the	year	ended	December	31,	2005	in	1-11299).

(d)	2	-- Indenture,	dated	March	21,	1939,	accepting	resignation	of	The	Chase	National	Bank	of	the	City	of	New	York	as trustee	and	appointing	Central	Hanover	Bank	and	Trust	Company	as	successor	trustee	(B-a-1-6	in	Registration	No. 2-4076).

(d)	3	-- Agreement	of	Resignation,	Appointment	and	Acceptance,	dated	as	of	October	3,	2007,	among	Entergy	Gulf	States, Inc.,	JPMorgan	Chase	Bank,	National	Association,	as	resigning	trustee,	and	The	Bank	of	New	York,	 as	successor trustee	(4(a)	to	Form	10-Q	for	the	quarter	ended	September	30,	2007	in	1-27031).

(d)	4	-- Credit	 Agreement ($200,000,000),	 dated as	 of	 August	 2,	2007,	 among	 Entergy	 Gulf	 States,	 Inc.,	 the	 Banks (Citibank,	N.A.,	ABN	AMRO	Bank	N.V.,	Barclays	Bank	PLC,	BNP	Paribas,	Calyon	New	York	Branch,	Credit Suisse	(Cayman	Islands	Branch),	JPMorgan	Chase	Bank,	N.A.,	KeyBank	National	Association,	Mizuho	Corporate Bank,	Ltd.,	Morgan	Stanley	Bank,	The	Bank	of	New	York,	The	Royal	Bank	of	Scotland	plc,	and	Wachovia	Bank, National	Association),	Citibank,	N.A.,	as	Administrative	Agent,	and	the	LC	Issuing	Banks	(10(c)	to	Form	10-Q	for the	quarter	ended	June	30,	2007	in	1-27031).

(e)	3	-- Facility	Lease	No.	2,	dated	as	of	September	1,	1989,	between	First	National	Bank	of	Commerce,	as	Owner	Trustee, and	Entergy	Louisiana	(4(c)-2	in	Registration	No.	33-30660),	as	supplemented	by	Lease	Supplemental	No.	1	dated as	of	July	1,	1997	(attached	 to	Refunding	Agreement	No.	2,	dated	as	of	June	27,	1997,	with	such	Refunding Agreement	filed	as	Exhibit	3	to	Current	Report	on	Form	8-K,	dated	July	14,	1997	in	1-8474).

(e)	5	-- Credit	Agreement	($200,000,000),	dated	as	of	August	2,	2007,	among	Entergy	Louisiana,	the	Banks	(Citibank, N.A.,	 ABN	 AMRO	 Bank	 N.V.,	 Barclays	 Bank	 PLC,	 BNP	 Paribas,	 Calyon	 New	York	 Branch,	 Credit	 Suisse (Cayman	Islands	Branch),	JPMorgan	Chase	Bank,	N.A.,	KeyBank	National	Association,	Mizuho	Corporate	Bank, Ltd.,	 Morgan	 Stanley	 Bank,	 The	 Bank	 of	New	York,	The	 Royal	 Bank	 of	 Scotland	 plc,	 and	Wachovia	 Bank, National	Association),	Citibank,	N.A.,	as	Administrative	Agent,	and	the	LC	Issuing	Banks	(10(b)	to	Form	10-Q	for the	quarter	ended	June	30,	2007	in	1-11299).

(h)	1	-- Credit	 Agreement ($200,000,000),	 dated as	 of	 August	 2,	2007,	 among	 Entergy	 Gulf	 States,	 Inc.	 the	 Banks (Citibank,	N.A.,	ABN	AMRO	Bank	N.V.,	Barclays	Bank	PLC,	BNP	Paribas,	Calyon	New	York	Branch,	Credit Suisse	 (Cayman	 Islands	 Branch),	 J.	 P.	 Morgan	 Chase	 Bank,	 N.A.,	 KeyBank	National	 Association,	 Mizuho Corporate	 Bank,	 Ltd.,	 Morgan	 Stanley	 Bank,	 The	Bank	of	New	York,	The	Royal	Bank	of	Scotland	plc,	and Wachovia	Bank,	National	Association),	Citibank,	N.A.,	as	Administrative	Agent	and	LC	Issuing	Bank	(10(c)	to Form	10-Q	for	the	quarter	ended	June	30,	2007	in	1-11299).

*(h)	2	-- Indenture,	Deed	of	Trust	and	Security	Agreement	dated	as	of	October	1,	2008,	between	Entergy	Texas,	Inc.	and The	Bank	of	New	York	Mellon,	as	trustee.

*(h)	3	-- Officer's	Certificate	No.	1-B-1	dated	January	27,	2009,	supplemented	to	Indenture,	Deed	of	Trust	and	Security Agreement	dated	as	of	October	1,	2008,	between	Entergy	Texas,	Inc.	and	The	Bank	of	New	York	 Mellon,	as trustee.

# (10)	Material	Contracts

(a)	1	-- Agreement,	dated	April	23,	1982,	among	certain	System	companies,	relating	to	System	Planning	and	Development and	Intra-System	Transactions	(10(a)1	to	Form	10-K	for	the	year	ended	December	31,	1982	in	1-3517).

*(a)	7	-- Amendment,	dated	January	1,	2008,	to	Service	Agreement	with	Entergy	Services.

(a)	13	-- Eighteenth	Assignment	of	Availability	Agreement,	Consent	 and	Agreement,	dated	as	of	September	1,	1986,	with United	States	Trust	Company	of	New	York	and	Gerard	F.	Ganey,	as	Trustees	(C-2	to	Rule	24	 Certificate	dated October	1,	1986	in	70-7272).

(a)	14	-- Nineteenth	Assignment	of	Availability	Agreement,	Consent	 and	Agreement,	dated	as	of	September	1,	1986,	with United	States	Trust	Company	of	New	York	and	Gerard	F.	Ganey,	as	Trustees	(C-3	to	Rule	24	 Certificate	dated October	1,	1986	in	70-7272).

(a)	15	-- Twenty-sixth	Assignment	of	Availability	Agreement,	 Consent	and	Agreement,	dated	as	of	October	1,	1992,	with United	States	Trust	Company	of	New	York	and	Gerard	F.	Ganey,	as	Trustees	(B-2(c)	to	Rule	24	 Certificate	dated November	2,	1992	in	70-7946).

(a)	16	-- Twenty-seventh	Assignment	of	Availability	Agreement,	 Consent	and	Agreement,	dated	as	of	April	1,	1993,	with United	States	Trust	Company	of	New	York	and	Gerard	F.	Ganey	as	Trustees	(B-2(d)	to	Rule	24	 Certificate	dated May	4,	1993	in	70-7946).

(a)	17	-- Twenty-ninth	Assignment	of	Availability	Agreement,	 Consent	and	Agreement,	dated	as	of	April	1,	1994,	with United	States	Trust	Company	of	New	York	and	Gerard	F.	Ganey	as	Trustees	(B-2(f)	to	Rule	24	 Certificate	dated May	6,	1994	in	70-7946).

(a)	18	-- Thirtieth	Assignment	 of	Availability	Agreement,	 Consent	 and	Agreement,	dated	as	of	August	1,	1996,	among System	Energy,	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi	and	Entergy	New	Orleans,	and	United States	Trust	Company	of	New	York	and	Gerard	F.	Ganey,	as	Trustees	 (B-2(a)	to	Rule	24	Certificate	dated	August 8,	1996	in	70-8511).

(a)	19	-- Thirty-first	Assignment	of	Availability	Agreement,	 Consent	and	Agreement,	dated	as	of	August	1,	1996,	among System	Energy,	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans,	and	United States	Trust	Company	of	New	York	and	Gerard	F.	Ganey,	as	 Trustees	(B-2(b)	to	Rule	24	Certificate	dated	August 8,	1996	in	70-8511).

(a)	20	-- Thirty-fourth	Assignment	 of	Availability	Agreement,	 Consent	and	Agreement,	dated	as	of	September	1,	2002, among	System	Energy,	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans,	The Bank	of	New	York	and	Douglas	J.	MacInnes	(B-2(a)(1)	to	Rule	24	Certificate	dated	October	4,	2001	in	70-9753).

(a)	22	-- Thirty-fifth	Assignment	 of	Availability	Agreement,	 Consent	and	Agreement,	dated	as	of	December	22,	2003, among	System	Energy,	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans,	and Union	Bank	of	California,	N.A	(10(a)25	to	Form	10-K	for	the	year	ended	December	31,	2003	in	1-11299).

(a)	24	-- Thirty-sixth	Assignment	 of	Availability	Agreement,	 Consent	 and	Agreement,	 dated	 as	 of	 September	 1,	 2007, among	System	Energy,	Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans,	and The	Bank	of	New	York	and	Douglas	J.	MacInnes,	as	trustees	(10(a)24	to	Form	10-K	for	the	year	ended	December 31,	2007	in	1-11299).

(a)	27	-- Eighteenth	Supplementary	Capital	Funds	Agreement	and	Assignment,	dated	as	of	September	1,	1986,	with	United States	Trust	Company	of	New	York	and	Gerard	F.	Ganey,	as	Trustees	(D-2	to	Rule	24	Certificate	 dated	October	1, 1986	in	70-7272).

(a)	28	-- Nineteenth	Supplementary	Capital	Funds	Agreement	and	Assignment,	dated	as	of	September	1,	1986,	with	United States	Trust	Company	of	New	York	and	Gerard	F.	Ganey,	as	Trustees	(D-3	to	Rule	24	Certificate	 dated	October	1, 1986	in	70-7272).

(a)	30	-- Twenty-seventh	Supplementary	Capital	Funds	Agreement	and	Assignment,	dated	as	of	April	1,	1993,	with	United States	Trust	Company	of	New	York	and	Gerard	F.	Ganey,	as	Trustees	(B-3(d)	to	Rule	24	Certificate	 dated	May	4, 1993	in	70-7946).

(a)	31	-- Twenty-ninth	Supplementary	Capital	Funds	Agreement	and	Assignment,	dated	as	of	April	1,	1994,	with	United States	Trust	Company	of	New	York	and	Gerard	F.	Ganey,	as	Trustees	(B-3(f)	to	Rule	24	Certificate	 dated	May	6, 1994	in	70-7946).

(a)	32	-- Thirtieth	Supplementary	Capital	Funds	Agreement	and	Assignment,	dated	as	of	August	1,	1996,	among	Entergy Corporation,	System	Energy	and	United	States	Trust	Company	of	New	York	and	Gerard	F.	Ganey,	as	 Trustees	(B- 3(a)	to	Rule	24	Certificate	dated	August	8,	1996	in	70-8511).

(a)	33	-- Thirty-first	Supplementary	Capital	Funds	Agreement	and	Assignment,	dated	as	of	August	1,	1996,	among	Entergy Corporation,	System	Energy	and	United	States	Trust	Company	of	New	York	and	Gerard	F.	Ganey,	as	 Trustees	(B- 3(b)	to	Rule	24	Certificate	dated	August	8,	1996	in	70-8511).

(a)	34	-- Thirty-fourth	Supplementary	Capital	Funds	Agreement	and	Assignment,	dated	as	of	September	1,	2002,	among Entergy	 Corporation,	 System	Energy,	The	Bank	of	New	York	and	Douglas	J.	MacInnes	(B-3(a)(1)	to	Rule	24 Certificate	dated	October	4,	2002	in	70-9753).

(a)	35	-- Thirty-fifth	Supplementary	Capital	Funds	Agreement	and	Assignment,	dated	as	of	December	22,	2003,	among Entergy	 Corporation,	 System	Energy,	and	Union	Bank	of	California,	N.A	(10(a)38	to	Form	10-K	for	the	year ended	December	31,	2003	in	1-11299).

(a)	36	-- Thirty-sixth	Supplementary	Capital	Funds	Agreement	and	Assignment,	dated	as	of	September	1,	2007,	among Entergy	Corporation,	System	Energy	and	The	Bank	of	New	York	and	Douglas	J.	MacInnes,	as	Trustees	(10(a)36	to Form	10-K	for	the	year	ended	December	31,	2007	in	1-11299).

(a)	37	-- First	Amendment	to	Supplementary	Capital	Funds	Agreements	and	Assignments,	dated	as	of	June	1,	1989,	by	and between	Entergy	Corporation,	System	Energy,	Deposit	Guaranty	National	Bank,	United	States	Trust	Company	of New	York	and	Gerard	F.	Ganey	(C	to	Rule	24	Certificate	dated	June	8,	1989	in	70-7026).

(a)	38	-- First	Amendment	to	Supplementary	Capital	Funds	Agreements	and	Assignments,	dated	as	of	June	1,	1989,	by	and between	Entergy	Corporation,	System	Energy,	United	States	Trust	Company	of	New	York	and	Gerard	F.	Ganey	(C to	Rule	24	Certificate	dated	June	8,	1989	in	70-7123).

(a)	39	-- First	Amendment	to	Supplementary	Capital	Funds	Agreement	and	Assignment,	dated	as	of	June	1,	1989,	by	and between	Entergy	Corporation,	System	Energy	and	Chemical	Bank	(C	to	Rule	24	Certificate	dated	June	8,	1989	in 70-7561).

(a)	48	-- Unit	Power	Sales	Agreement,	dated	as	of	June	10,	1982,	between	System	Energy	and	Entergy	Arkansas,	Entergy Louisiana,	Entergy	Mississippi	and	Entergy	New	Orleans	(10(a)39	to	Form	10-K	for	the	year	ended	December	31, 1982	in	1-3517).

(a)	49	-- First	Amendment	to	Unit	Power	Sales	Agreement,	dated	as	of	June	28,	1984,	between	System	Energy	and	Entergy Arkansas,	 Entergy	Louisiana,	Entergy	Mississippi	and	Entergy	New	Orleans	(19	to	Form	10-Q	for	the	quarter ended	September	30,	1984	in	1-3517).

(a)	51	-- Middle	South	Utilities	Inc.	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement,	dated April	28,	1988	(D-1	to	Form	U5S	for	the	year	ended	December	31,	1987).

(a)	52	-- First	 Amendment,	 dated	 January 1, 1990,	 to	 the	 Middle	South	 Utilities	 Inc.	 and	 Subsidiary	 Companies Intercompany	Income	Tax	Allocation	Agreement	(D-2	to	Form	U5S	for	the	year	ended	December	31,	1989).

(a)	53	-- Second	Amendment	dated	January	1,	1992,	to	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany Income	Tax	Allocation	Agreement	(D-3	to	Form	U5S	for	the	year	ended	December	31,	1992).

(a)	54	-- Third	Amendment	dated	January	1,	1994	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income Tax	Allocation	Agreement	(D-3(a)	to	Form	U5S	for	the	year	ended	December	31,	1993).

(a)	55	-- Fourth	Amendment	dated	April	1,	1997	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income Tax	Allocation	Agreement	(D-5	to	Form	U5S	for	the	year	ended	December	31,	1996).

+(a)	65	-- 2007	Equity	Ownership	and	Long	Term	Cash	Incentive	Plan	of	Entergy	Corporation	and	Subsidiaries	(Effective for	 Grants	 and	 Elections	On	or	After	January	1,	2007)	(Appendix	B	to	Entergy	Corporation's	definitive	proxy statement	for	its	annual	meeting	of	stockholders	held	on	May	12,	2006	in	1-11299)

+(a)	78	-- Second	Amendment	of	the	System	Executive	Continuity	Plan	of	Entergy	Corporation	and	Subsidiaries,	effective April	15,	2005	(10(a)	to	Form	10-Q	for	the	quarter	ended	March	31,	2005	in	1-11299).

+(a)	104	-- Entergy	 Corporation	 Outside	 Director	 Stock	 Program	Established	under	the	2007	Equity	Ownership	and	Long Term	Cash	Incentive	Plan	of	Entergy	Corporation	and	Subsidiaries	(Amended	and	Restated	effective	January	1, 2009)	(10(b)	to	Form	10-Q	for	the	quarter	ended	June	30,	2008	in	1-11299).

*+(a)	105	-- First	Amendment	 to	 Entergy	 Corporation	 Outside	 Director	Stock	Program	Established	 under the	 2007	 Equity Ownership	and	Long	Term	Cash	Incentive	Plan	of	Entergy	Corporation	Subsidiaries.

(b)	36	-- Amended	and	Restated	Installment	Sale	Agreement,	dated	as	of	February	15,	1996,	between	System	Energy	and Claiborne	County,	Mississippi	(B-6(a)	to	Rule	24	Certificate	dated	March	4,	1996	in	70-8511).

(b)	46	-- Unit	Power	Sales	Agreement,	dated	as	of	June	10,	1982,	between	System	Energy	and	Entergy	Arkansas,	Entergy Louisiana,	Entergy	Mississippi	and	Entergy	New	Orleans	(10(a)39	to	Form	10-K	for	the	year	ended	December	31, 1982	in	1-3517).

(b)	47	-- First	Amendment	to	the	Unit	Power	Sales	Agreement,	dated	as	of	June	28,	1984,	between	System	Energy	and Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi	and	Entergy	New	Orleans	(19	to	Form	10-Q	for	the quarter	ended	September	30,	1984	in	1-3517).

(b)	53	-- Partial	Termination	Agreement,	dated	as	of	December	1,	1986,	between	System	Energy	and	Entergy	Mississippi (A-2	to	Rule	24	Certificate	dated	January	8,	1987	in	70-5399).

(b)	54	-- Middle	South	Utilities,	Inc.	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement,	dated April	28,	1988	(D-1	to	Form	U5S	for	the	year	ended	December	31,	1987).

(b)	55	-- First	 Amendment,	 dated	 January 1, 1990	 to	 the	 Middle	South	 Utilities	 Inc.	 and	 Subsidiary	 Companies Intercompany	Income	Tax	Allocation	Agreement	(D-2	to	Form	U5S	for	the	year	ended	December	31,	1989).

(b)	56	-- Second	Amendment	dated	January	1,	1992,	to	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany Income	Tax	Allocation	Agreement	(D-3	to	Form	U5S	for	the	year	ended	December	31,	1992).

(b)	57	-- Third	Amendment	dated	January	1,	1994	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income Tax	Allocation	Agreement	(D-3(a)	to	Form	U5S	for	the	year	ended	December	31,	1993).

(b)	58	-- Fourth	Amendment	dated	April	1,	1997	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income Tax	Allocation	Agreement	(D-5	to	Form	U5S	for	the	year	ended	December	31,	1996).

*(b)	61	-- Amendment,	dated	January	1,	2008,	to	Service	Agreement	with	Entergy	Services.

(b)	64	-- Letter	of	Credit	and	Reimbursement	Agreement,	dated	as	of	December	22,	2003,	among	System	Energy	Resources, Inc.,	Union	Bank	of	California,	N.A.,	as	administrating	bank	and	funding	bank,	Keybank	National	Association,	as syndication	agent,	Banc	One	Capital	Markets,	Inc.,	as	documentation	agent,	and	 the	Banks	named	 therein,	as Participating	Banks	(10(b)63	to	Form	10-K	for	the	year	ended	December	31,	2003	in	1-9067).

*(c)	7	-- Amendment,	dated	January	1,	2008,	to	Service	Agreement	with	Entergy	Services.

(c)	37	-- Contract,	dated	May	28,	1943,	Amendment	to	Contract,	dated	July	21,	1949,	and	Supplement	to	Amendment	to Contract,	 dated	 December	30,	 1949,	 between	 Entergy	 Arkansas	 and	 McKamie	 Gas	 Cleaning	 Company; Agreements,	dated	as	of	September	30,	1965,	between	Entergy	Arkansas	and	former	stockholders	of	McKamie	Gas Cleaning	Company;	and	Letter	Agreement,	dated	June	22,	1966,	by	Humble	Oil	&	Refining	Company	accepted	by Entergy	Arkansas	on	June	24,	1966	(5(k)7	in	2-41080).

(c)	39	-- White	 Bluff	 Operating	 Agreement,	 dated	 June 27, 1977,	among	 Entergy	 Arkansas	 and	 Arkansas	 Electric Cooperative	Corporation	and	City	Water	and	Light	Plant	of	the	City	of	Jonesboro,	Arkansas	(B-2(a)	to	Rule	24 Certificate	dated	June	30,	1977	in	70-6009).

(c)	40	-- White	 Bluff	 Ownership	 Agreement,	 dated	 June 27, 1977,	among	 Entergy	 Arkansas	 and	 Arkansas	 Electric Cooperative	Corporation	and	City	Water	and	Light	Plant	of	the	City	of	Jonesboro,	Arkansas	(B-1(a)	to	Rule	24 Certificate	dated	June	30,	1977	in	70-6009).

(c)	42	-- Transmission	Agreement,	dated	August	2,	1977,	between	Entergy	Arkansas	and	City	Water	and	Light	Plant	of	the City	of	Jonesboro,	Arkansas	(5(r)3	in	2-60233).

(c)	43	-- Power	 Coordination,	 Interchange	 and	 Transmission	 Service	Agreement,	 dated	 as	 of June	 27,	 1977,	 between Arkansas	Electric	Cooperative	Corporation	and	Entergy	Arkansas	(5(r)4	in	2-60233).

(c)	44	-- Independence	Steam	Electric	Station	Operating	Agreement,	dated	July	31,	1979,	among	Entergy	Arkansas	and Arkansas	Electric	Cooperative	Corporation	and	City	Water	and	Light	Plant	of	the	City	of	Jonesboro,	Arkansas	and City	of	Conway,	Arkansas	(5(r)6	in	2-66235).

(c)	46	-- Independence	Steam	Electric	Station	Ownership	Agreement,	dated	July	31,	1979,	among	Entergy	Arkansas	and Arkansas	Electric	Cooperative	Corporation	and	City	Water	and	Light	Plant	of	the	City	of	Jonesboro,	Arkansas	and City	of	Conway,	Arkansas	(5(r)7	in	2-66235).

(c)	50	-- Consent,	Agreement	and	Assumption,	dated	December	4,	1984,	among	Entergy	Arkansas,	Entergy	Mississippi, other	co-owners	of	the	Independence	Station	and	United	States	Trust	Company	of	New	York,	as	Trustee	 (10(c)56 to	Form	10-K	for	the	year	ended	December	31,	1984	in	1-10764).

(c)	51	-- Power	Coordination,	Interchange	and	Transmission	Service	Agreement,	dated	as	of	July	31,	1979,	between	Entergy Arkansas	and	City	Water	and	Light	Plant	of	the	City	of	Jonesboro,	Arkansas	(5(r)8	in	2-66235).

(c)	55	-- Unit	Power	Sales	Agreement,	dated	as	of	June	10,	1982,	between	System	Energy	and	Entergy	Arkansas,	Entergy Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	(10(a)39	to	Form	10-K	for	the	year	ended	December	31, 1982	in	1-3517).

(c)	56	-- First	Amendment	to	Unit	Power	Sales	Agreement,	dated	as	of	June	28,	1984,	between	System	Energy,	Entergy Arkansas,	 Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	(19	to	Form	10-Q	for	the	quarter ended	September	30,	1984	in	1-3517).

(c)	59	-- Middle	South	Utilities,	Inc.	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement,	dated April	28,	1988	(D-1	to	Form	U5S	for	the	year	ended	December	31,	1987).

(c)	60	-- First	 Amendment,	 dated	 January 1, 1990,	 to	 the	 Middle	South	 Utilities,	 Inc.	 and	 Subsidiary	 Companies Intercompany	Income	Tax	Allocation	Agreement	(D-2	to	Form	U5S	for	the	year	ended	December	31,	1989).

(c)	61	-- Second	Amendment	dated	January	1,	1992,	to	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany Income	Tax	Allocation	Agreement	(D-3	to	Form	U5S	for	the	year	ended	December	31,	1992).

(c)	62	-- Third	Amendment	dated	January	1,	1994,	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income Tax	Allocation	Agreement	(D-3(a)	to	Form	U5S	for	the	year	ended	December	31,	1993).

(c)	63	-- Fourth	Amendment	dated	April	1,	1997	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income Tax	Allocation	Agreement	(D-5	to	Form	U5S	for	the	year	ended	December	31,	1996).

(c)	68	-- Agreement	for	Purchase	and	Sale	of	Independence	Unit	2	between	Entergy	Arkansas	and	Entergy	Power,	dated	as of	August	28,	1990	(B-3(c)	to	Rule	24	Certificate	dated	September	6,	1990	in	70-7684).

(c)	70	-- Ritchie	Steam	Electric	Station	Unit	No.	2	Operating	Agreement	between	Entergy	Arkansas	and	Entergy	Power, dated	as	of	August	28,	1990	(B-5(a)	to	Rule	24	Certificate	dated	September	6,	1990	in	70-7684).

(c)	71	-- Ritchie	Steam	Electric	Station	Unit	No.	2	Ownership	Agreement	between	Entergy	Arkansas	and	Entergy	Power, dated	as	of	August	28,	1990	(B-6(a)	to	Rule	24	Certificate	dated	September	6,	1990	in	70-7684).

(d)	1	-- Guaranty	Agreement,	 dated	August	 1,	 1992,	 between	 Entergy	Gulf	 States,	 Inc.	 and	 Hibernia	 National	 Bank, relating	 to	 Pollution	 Control	Revenue	Refunding	Bonds	of	the	Industrial	Development	Board	of	 the	Parish	of Calcasieu,	Inc.	(Louisiana)	(10-1	to	Form	10-K	for	the	year	ended	December	31,	1992	in	1-27031).

(d)	2	-- Guaranty	Agreement,	dated	January	1,	1993,	between	Entergy	Gulf	States,	Inc.	and	Hancock	Bank	of	Louisiana, relating	to	Pollution	Control	Revenue	Refunding	Bonds	of	the	Parish	of	Pointe	Coupee	(Louisiana)	(10-2	to	Form 10-K	for	the	year	ended	December	31,	1992	in	1-27031).

(d)	3	-- Agreement	effective	February	 1,	 1964,	 between	 Sabine	River	Authority,	State	of	Louisiana,	and	Sabine	River Authority	of	Texas,	and	Entergy	Gulf	States,	Inc.,	Central	Louisiana	Electric	Company,	Inc.,	and	Louisiana	Power &	Light	Company,	as	supplemented	(B	to	Form	8-K	dated	May	6,	1964,	A	to	Form	8-K	dated	October	5,	1967,	A to	Form	8-K	dated	May	5,	1969,	and	A	to	Form	8-K	dated	December	1,	1969	in	1-27031).

(d)	4	-- Joint	Ownership	Participation	and	Operating	Agreement	regarding	River	Bend	Unit	1	Nuclear	Plant,	dated	August 20,	1979,	between	Entergy	Gulf	States,	Inc.,	Cajun,	and	SRG&T;	Power	Interconnection	Agreement	with	Cajun, dated	June	26,	1978,	and	approved	by	the	REA	on	August	16,	1979,	between	Entergy	Gulf	States,	Inc.	and	Cajun; and	Letter	Agreement	regarding	CEPCO	buybacks,	dated	August	28,	1979,	between	Entergy	Gulf	States,	Inc.	and Cajun	(2,	3,	and	4,	respectively,	to	Form	8-K	dated	September	7,	1979	in	1-27031).

(d)	8	-- Agreements	between	Southern	Company	and	Entergy	Gulf	States,	Inc.,	dated	February	25,	1982,	which	cover	the construction	of	a	140-mile	transmission	line	to	connect	the	two	systems,	purchase	of	power	and	use	of	transmission facilities	(10-31	to	Form	10-K	for	the	year	ended	December	31,	1981	in	1-27031).

(d)	10	-- First	 Amended	 Power	 Sales	 Agreement,	 dated	 December	 1,	1985	 between	 Sabine	 River	Authority,	 State	 of Louisiana,	and	Sabine	River	Authority,	State	of	Texas,	and	Entergy	Gulf	States,	Inc.,	Central	Louisiana	Electric Co.,	Inc.,	and	Louisiana	Power	and	Light	Company	(10-72	to	Form	10-K	for	the	year	ended	December	31,	1985	in 1-27031).

+(d)	12	-- Trust	Agreement	for	Deferred	Payments	to	be	made	by	Entergy	Gulf	States,	Inc.	pursuant	to	the	Executive	Income Security	Plan,	by	and	between	Entergy	Gulf	States,	Inc.	and	Bankers	Trust	Company,	effective	November	1,	1986 (10-78	to	Form	10-K	for	the	year	ended	December	31,	1986	in	1-27031).

+(d)	13	-- Trust	Agreement	for	Deferred	Installments	under	Entergy	Gulf	States,	Inc.	Management	Incentive	Compensation Plan	 and	 Administrative	Guidelines	 by	 and	 between	 Entergy	 Gulf	 States,	 Inc.	 and	 Bankers	 Trust	Company, effective	June	1,	1986	(10-79	to	Form	10-K	for	the	year	ended	December	31,	1986	in	1-27031).

+(d)	14	-- Nonqualified	Deferred	Compensation	Plan	for	Officers,	Nonemployee	Directors	and	Designated	Key	Employees, effective	December	1,	1985,	as	amended,	continued	and	completely	restated	effective	as	of	March	1,	1991	(10-3	to Amendment	No.	8	in	Registration	No.	2-76551).

+(d)	15	-- Trust	Agreement	for	 Entergy	 Gulf	 States,	 Inc.	Nonqualified	Directors	and	Designated	Key	Employees	by	and between	 Entergy	Gulf	States,	Inc.	and	First	City	Bank,	Texas-Beaumont,	N.A.	(now	Texas	Commerce	Bank), effective	July	1,	1991	(10-4	to	Form	10-K	for	the	year	ended	December	31,	1992	in	1-27031).

(d)	17	-- Trust	and	Investment	Management	Agreement	between	Entergy	Gulf	States,	Inc.	and	Morgan	Guaranty	and	Trust Company	 of	 New	 York	 (the	"Decommissioning	 Trust	 Agreement")	 with	 respect	 to	 decommissioning	 funds authorized	to	be	collected	by	Entergy	Gulf	States,	Inc.,	dated	March	15,	1989	(10-66	to	Form	10-K	for	the	year ended	December	31,	1988	in	1-27031).

(d)	22	-- Partnership	Agreement	by	and	among	Conoco	Inc.,	and	Entergy	Gulf	States,	Inc.,	CITGO	Petroleum	Corporation and	Vista	Chemical	Company,	dated	April	28,	1988	(10-67	to	Form	10-K	for	the	year	ended	December	31,	1988	in 1-27031).

+(d)	24	-- Trust	Agreement	for	Entergy	Gulf	States,	Inc.	Executive	Continuity	Plan,	by	and	between	Entergy	Gulf	States,	Inc. and	First	City	Bank,	Texas-Beaumont,	N.A.	(now	Texas	Commerce	Bank),	effective	May	20,	1991	 (10-5	to	Form 10-K	for	the	year	ended	December	31,	1992	in	1-27031).

(d)	26	-- Third	 Amendment,	 dated	 January	 1,	 1994,	 to	 Entergy	Corporation	 and	 Subsidiary	 Companies Intercompany Income	Tax	Allocation	Agreement	(D-3(a)	to	Form	U5S	for	the	year	ended	December	31,	1993).

(d)	27	-- Fourth	Amendment,	dated	April	1,	1997,	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income Tax	Allocation	Agreement	(D-5	to	Form	U5S	for	the	year	ended	December	31,	1996).

(d)	30	-- Refunding	Agreement	dated	as	of	May	1,	1998	between	Entergy	Gulf	States,	Inc.	and	Industrial	Development Board	of	the	Parish	of	Calcasieu,	Inc.	(B-3(b)	to	Rule	24	Certificate	dated	January	29,	1999	in	70-8721).

(d)	45	-- Decommissioning	 Trust	 Agreement,	 dated	 as	 of	 December	 22,	1997,	 by	 and	 between	 Cajun	 Electric	 Power Cooperative,	Inc.	and	Mellon	Bank,	N.A.	with	respect	to	decommissioning	funds	authorized	to	be	collected	by Cajun	Electric	Power	Cooperative,	Inc.	and	related	Settlement	Term	Sheet	(10(d)42	to	Form	10-K	for	the	year ended	December	31,	2007	in	333-148557).

(d)	46	-- First	Amendment	to	Decommissioning	Trust	Agreement,	dated	as	of	December	23,	2003,	by	and	among	Cajun Electric	Power	Cooperative,	Inc.,	Mellon	Bank,	N.A.,	Entergy	Gulf	States,	Inc.,	and	the	Rural	Utilities	Services	of the	United	States	Department	of	Agriculture	(10(d)43	to	Form	10-K	for	the	year	ended	December	31,	2007	in	333- 148557).

(d)	48	-- Amended	and	Restated	Limited	Liability	Company	Agreement	of	Entergy	Holdings	Company	LLC	dated	as	of July	29,	2008	(10(a)	to	Form	10-Q	for	the	quarter	ended	September	30,	2008).

*(e)	7	-- Amendment,	dated	January	1,	2008,	to	Service	Agreement	with	Entergy	Services.

(e)	28	-- Unit	Power	Sales	Agreement,	dated	as	of	June	10,	1982,	between	System	Energy	and	Entergy	Arkansas,	Entergy Louisiana,	Entergy	Mississippi	and	Entergy	New	Orleans	(10(a)39	to	Form	10-K	for	the	year	ended	December	31, 1982	in	1-3517).

(e)	29	-- First	Amendment	to	the	Unit	Power	Sales	Agreement,	dated	as	of	June	28,	1984,	between	System	Energy	and Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi	and	Entergy	New	Orleans	(19	to	Form	10-Q	for	the quarter	ended	September	30,	1984	in	1-3517).

(e)	31	-- Contract	for	Disposal	of	Spent	Nuclear	Fuel	and/or	High-Level	Radioactive	Waste,	dated	February	2,	1984,	among DOE,	System	Fuels	and	Entergy	Louisiana	(10(d)33	to	Form	10-K	for	the	year	ended	December	31,	1984	in	1- 8474).

(e)	40	-- Amended	and	Restated	Limited	Liability	Company	Agreement	of	Entergy	Holdings	Company	LLC	dated	as	of July	29,	2008	(10(a)	to	Form	10-Q	for	the	quarter	ended	September	30,	2008).

*(f)	7	-- Amendment,	dated	January	1,	2008,	to	Service	Agreement	with	Entergy	Services.

(f)	25	-- Loan	Agreement,	dated	as	of	September	1,	2004,	between	Entergy	Mississippi	and	Mississippi	Business	Finance Corporation	(B-3(a)	to	Rule	24	Certificate	dated	October	4,	2004	in	70-10157).

(f)	31	-- Consent,	Agreement	and	Assumption,	dated	December	4,	1984,	among	Entergy	Arkansas,	Entergy	Mississippi, other	co-owners	of	the	Independence	Station	and	United	States	Trust	Company	of	New	York,	as	Trustee	 (10(c)56 to	Form	10-K	for	the	year	ended	December	31,	1984	in	0-375).

(f)	34	-- Unit	Power	Sales	Agreement,	dated	as	of	June	10,	1982,	between	System	Energy	and	Entergy	Arkansas,	Entergy Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	(10(a)39	to	Form	10-K	for	the	year	ended	December	31, 1982	in	1-3517).

(f)	35	-- First	Amendment	to	the	Unit	Power	Sales	Agreement,	dated	as	of	June	28,	1984,	between	System	Energy	and Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi,	and	Entergy	New	Orleans	(19	to	Form	10-Q	for	the quarter	ended	September	30,	1984	in	1-3517).

(f)	39	-- Partial	Termination	Agreement,	dated	as	of	December	1,	1986,	between	System	Energy	and	Entergy	Mississippi (A-2	to	Rule	24	Certificate	dated	January	8,	1987	in	70-5399).

(f)	40	-- Middle	South	Utilities,	Inc.	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement,	dated April	28,	1988	(D-1	to	Form	U5S	for	the	year	ended	December	31,	1987).

(f)	41	-- First	Amendment	dated	January	1,	1990	to	the	Middle	South	Utilities	Inc.	and	Subsidiary	Companies	Intercompany Tax	Allocation	Agreement	(D-2	to	Form	U5S	for	the	year	ended	December	31,	1989).

(f)	42	-- Second	Amendment	dated	January	1,	1992,	to	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany Income	Tax	Allocation	Agreement	(D-3	to	Form	U5S	for	the	year	ended	December	31,	1992).

(f)	43	-- Third	Amendment	dated	January	1,	1994	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income Tax	Allocation	Agreement	(D-3(a)	to	Form	U5S	for	the	year	ended	December	31,	1993).

(f)	44	-- Fourth	Amendment	dated	April	1,	1997	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income Tax	Allocation	Agreement	(D-5	to	Form	U5S	for	the	year	ended	December	31,	1996).

(g)	1	-- Agreement,	dated	April	23,	1982,	among	Entergy	New	Orleans	and	certain	other	System	companies,	relating	to System	 Planning	 and	Development	 and	 Intra-System	 Transactions	 (10(a)1	 to	 Form	 10-K	 for	 the	 year	ended December	31,	1982	in	1-3517).

*(g)	7	-- Amendment,	dated	January	1,	2008,	to	Service	Agreement	with	Entergy	Services.

(g)	26	-- Unit	Power	Sales	Agreement,	dated	as	of	June	10,	1982,	between	System	Energy	and	Entergy	Arkansas,	Entergy Louisiana,	Entergy	Mississippi	and	Entergy	New	Orleans	(10(a)39	to	Form	10-K	for	the	year	ended	December	31, 1982	in	1-3517).

(g)	27	-- First	Amendment	to	the	Unit	Power	Sales	Agreement,	dated	as	of	June	28,	1984,	between	System	Energy	and Entergy	Arkansas,	Entergy	Louisiana,	Entergy	Mississippi	and	Entergy	New	Orleans	(19	to	Form	10-Q	for	the quarter	ended	September	30,	1984	in	1-3517).

(g)	30	-- Middle	South	Utilities,	Inc.	and	Subsidiary	Companies	Intercompany	Income	Tax	Allocation	Agreement,	dated April	28,	1988	(D-1	to	Form	U5S	for	the	year	ended	December	31,	1987).

(g)	31	-- First	 Amendment,	 dated	 January 1, 1990,	 to	 the	 Middle	South	 Utilities,	 Inc.	 and	 Subsidiary	 Companies Intercompany	Income	Tax	Allocation	Agreement	(D-2	to	Form	U5S	for	the	year	ended	December	31,	1989).

(g)	32	-- Second	Amendment	dated	January	1,	1992,	to	the	Entergy	Corporation	and	Subsidiary	Companies	Intercompany Income	Tax	Allocation	Agreement	(D-3	to	Form	U5S	for	the	year	ended	December	31,	1992).

(g)	33	-- Third	Amendment	dated	January	1,	1994	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income Tax	Allocation	Agreement	(D-3(a)	to	Form	U5S	for	the	year	ended	December	31,	1993).

(g)	34	-- Fourth	Amendment	dated	April	1,	1997	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income Tax	Allocation	Agreement	(D-5	to	Form	U5S	for	the	year	ended	December	31,	1996).

(h)	1	-- Agreement	effective	February	1,	1964,	between	Sabine	River	Authority,	State	of	Louisiana,	and	Sabine	River Authority	of	Texas,	and	Entergy	Gulf	States,	Inc.,	Central	Louisiana	Electric	Company,	Inc.,	and	Louisiana	Power &	Light	Company,	as	supplemented	(B	to	Form	8-K	dated	May	6,	1964,	A	to	Form	8-K	dated	October	5,	1967,	A to	Form	8-K	dated	May	5,	1969,	and	A	to	Form	8-K	dated	December	1,	1969	in	1-27031).

(h)	7	-- First	 Amended	 Power	 Sales	 Agreement,	 dated	 December	 1,	1985	 between	 Sabine	 River	Authority,	 State	 of Louisiana,	and	Sabine	River	Authority,	State	of	Texas,	and	Entergy	Gulf	States,	Inc.,	Central	Louisiana	Electric Co.,	Inc.,	and	Louisiana	Power	and	Light	Company	(10-72	to	Form	10-K	for	the	year	ended	December	31,	1985	in 1-27031).

+(h)	9	-- Trust	Agreement	for	Deferred	Payments	to	be	made	by	Entergy	Gulf	States,	Inc.	pursuant	to	the	Executive	Income Security	Plan,	by	and	between	Entergy	Gulf	States,	Inc.	and	Bankers	Trust	Company,	effective	November	1,	1986 (10-78	to	Form	10-K	for	the	year	ended	December	31,	1986	in	1-27031).

+(h)	10	-- Trust	Agreement	for	Deferred	Installments	under	Entergy	Gulf	States,	Inc.	Management	Incentive	Compensation Plan	 and	 Administrative	Guidelines	 by	 and	 between	 Entergy	 Gulf	 States,	 Inc.	 and	 Bankers	 Trust	Company, effective	June	1,	1986	(10-79	to	Form	10-K	for	the	year	ended	December	31,	1986	in	1-27031).

+(h)	11	-- Nonqualified	Deferred	Compensation	Plan	for	Officers,	Nonemployee	Directors	and	Designated	Key	Employees, effective	December	1,	1985,	as	amended,	continued	and	completely	restated	effective	as	of	March	1,	1991	(10-3	to Amendment	No.	8	in	Registration	No.	2-76551).

+(h)	12	-- Trust	Agreement	for	Entergy	Gulf	States,	Inc.	Nonqualified	Directors	and	Designated	Key	Employees	by	and between	 Entergy	Gulf	States,	Inc.	and	First	City	Bank,	Texas-Beaumont,	N.A.	(now	Texas	Commerce	Bank), effective	July	1,	1991	(10-4	to	Form	10-K	for	the	year	ended	December	31,	1992	in	1-27031).

+(h)	15	-- Trust	Agreement	for	Entergy	Gulf	States,	Inc.	Executive	Continuity	Plan,	by	and	between	Entergy	Gulf	States,	Inc. and	First	City	Bank,	Texas-Beaumont,	N.A.	(now	Texas	Commerce	Bank),	effective	May	20,	1991	 (10-5	to	Form 10-K	for	the	year	ended	December	31,	1992	in	1-27031).

(h)	17	-- Third	 Amendment,	 dated	 January	 1,	 1994,	 to	 Entergy	Corporation	 and	 Subsidiary	 Companies Intercompany Income	Tax	Allocation	Agreement	(D-3(a)	to	Form	U5S	for	the	year	ended	December	31,	1993).

(h)	18	-- Fourth	Amendment,	dated	April	1,	1997,	to	Entergy	Corporation	and	Subsidiary	Companies	Intercompany	Income Tax	Allocation	Agreement	(D-5	to	Form	U5S	for	the	year	ended	December	31,	1996).

*(h)	25	-- Service	Agreement	dated	as	of	January	1,	2008,	between	Entergy	Services,	Inc.	and	Entergy	Texas.

# (12)	Statement	Re	Computation	of	Ratios

*(a) Entergy	Arkansas'	Computation	of	Ratios	of	Earnings	to	Fixed	Charges	and	of	Earnings	to	Fixed	Charges	and Preferred	Dividends,	as	defined.

*(b) Entergy	Gulf	States	Louisiana's	Computation	of	Ratios	of	Earnings	to	Fixed	Charges	and	of	Earnings	to	Fixed Charges	and	Preferred	Distributions,	as	defined.

*(c) Entergy	Louisiana's	Computation	of	Ratios	of	Earnings	to	Fixed	Charges	and	of	Earnings	to	Fixed	Charges	and Preferred	Distributions,	as	defined.

*(d) Entergy	Mississippi's	Computation	of	Ratios	of	Earnings	to	Fixed	Charges	and	of	Earnings	to	Fixed	Charges	and Preferred	Dividends,	as	defined.

*(e) Entergy	New	Orleans'	Computation	of	Ratios	of	Earnings	to	Fixed	Charges	and	of	Earnings	to	Fixed	Charges	and Preferred	Dividends,	as	defined.

*(f) Entergy	Texas'	Computation	of	Ratios	of	Earnings	to	Fixed	Charges,	as	defined.

*(g) System	Energy's	Computation	of	Ratios	of	Earnings	to	Fixed	Charges,	as	defined.

# *(21)	Subsidiaries	of	the	Registrants

# (23)	Consents	of	Experts	and	Counsel

# *(a) The	consent	of	Deloitte	&	Touche	LLP	is	contained	herein	at	page	486.

# *(24)	Powers	of	Attorney

*(e) Rule	13a-14(a)/15d-14(a)	Certification	for	Entergy	Gulf	States	Louisiana.

*(f) Rule	13a-14(a)/15d-14(a)	Certification	for	Entergy	Gulf	States	Louisiana.

# (32)	Section	1350	Certifications

*(b) Section	1350	Certification	for	Entergy	Corporation.

*(c) Section	1350	Certification	for	Entergy	Arkansas.

*(d) Section	1350	Certification	for	Entergy	Arkansas.

*(e) Section	1350	Certification	for	Entergy	Gulf	States	Louisiana.

*(f) Section	1350	Certification	for	Entergy	Gulf	States	Louisiana.

*(g) Section	1350	Certification	for	Entergy	Louisiana.

# *(h) Section	1350	Certification	for	Entergy	Louisiana.

*(k) Section	1350	Certification	for	Entergy	New	Orleans.

*(l) Section	1350	Certification	for	Entergy	New	Orleans.

*(m) Section	1350	Certification	for	Entergy	Texas.

*(n) Section	1350	Certification	for	Entergy	Texas.



Question: what is the total number of restricted units expected to vest in the upcoming years?
Calculation:   restricted_units = 8000
 total_restricted_units = restricted_units + restricted_units + restricted_units
answer = total_restricted_units
Answer: 24000