EXHIBIT B-3(b)

                                                   CONFORMED COPY


            THIRTY-THIRD SUPPLEMENTARY CAPITAL FUNDS
                    AGREEMENT AND ASSIGNMENT

     This Thirty-third Supplementary Capital Funds Agreement  and
Assignment (hereinafter referred to as "this Agreement") dated as
of  December 20, 1999, is made by and between Entergy Corporation
("Entergy"),  System Energy Resources, Inc. (the "Company"),  and
The   Chase   Manhattan   Bank,  as  Administrating   Bank   (the
"Administrating Bank") under the Reimbursement Agreement dated as
of  December  1,  1988 (the "1988 Reimbursement  Agreement"),  as
amended  by a First Amendment and Agreement to 1988 Reimbursement
Agreement dated as of January 11, 1991 ("First Amendment to  1988
Reimbursement Agreement") and a Second Amendment and Agreement to
1988  Reimbursement  Agreement dated  as  of  December  17,  1993
("Second Amendment to 1988 Reimbursement Agreement"), as  amended
and  restated  as  of  December  27,  1996  (the  "1996  Restated
Reimbursement  Agreement"), and as amended  and  restated  as  of
December 20, 1999 (the 1988 Reimbursement Agreement as amended by
the  First Amendment to 1988 Reimbursement Agreement, the  Second
Amendment  to  1988  Reimbursement Agreement, the  1996  Restated
Reimbursement  Agreement and as amended and restated  as  of  the
date   hereof   is  herein  called  the  "Amended  and   Restated
Reimbursement Agreement"), among the Company, The Bank of  Tokyo-
Mitsubishi,  Ltd., Los Angeles Branch (the "Funding  Bank"),  the
Administrating   Bank,  Union  Bank  of  California,   N.A.,   as
Documentation   Agent,   and  the  banks   named   therein   (the
"Participating Banks").

          WHEREAS:

          A.    Entergy and the Company are parties to a  Capital
Funds  Agreement dated as of June 21, 1974, as amended by a First
Amendment  thereto  dated  June  1,  1989  (the  "Capital   Funds
Agreement").

          B.    Entergy owns all of the outstanding common  stock
of the Company, and the Company has a 90% undivided ownership and
leasehold  interest in Unit 1 of the Grand Gulf Nuclear  Electric
Station   project  (more  fully  described  in  the   "Indenture"
hereinafter referred to).

          C.     Prior  hereto  (i)  the  Company,  Manufacturers
Hanover  Trust Company, as agent for certain banks (the "Domestic
Agent"), and said banks entered into an Amended and Restated Bank
Loan  Agreement  dated  as of June 30,  1977  (the  "Amended  and
Restated  Agreement"), the First Amendment thereto, dated  as  of
March  20,  1980  (the "First Bank Loan Amendment"),  the  Second
Amended   and   Restated  Bank  Loan  Agreement   dated   as   of
June  15,  1981, as amended by the First Amendment  dated  as  of
February 5, 1982 (as so amended, the "Second Amended and Restated
Bank  Loan  Agreement"), and the Second Amendment of  the  Second
Amended  and Restated Bank Loan Agreement, dated as of  June  30,
1983  as further amended by the Third Amendment thereto dated  as
of December 30, 1983 and the Fourth Amendment thereto dated as of
June  28,  1984  (as  so further amended, the "Second  Bank  Loan
Second  Amendment");  (ii) the banks party  to  the  Amended  and
Restated  Agreement made loans to the Company  in  the  aggregate
principal  amount  of  $565,000,000 and  pursuant  to  the  First
Supplementary    Capital   Funds   Agreement    and    Assignment
(substantially in the form of this Agreement), dated as  of  June
30, 1977 between Entergy, the Company and the Domestic Agent (the
"First  Supplementary Capital Funds Agreement"), the Company  and
Entergy  supplemented their undertakings under the Capital  Funds
Agreement  for the benefit of the Domestic Agent and such  banks;
(iii)   the  First  Bank  Loan  Amendment,  among  other  things,
increased the amount of the loans made by the banks party thereto
to  $808,000,000 and pursuant to the Fourth Supplementary Capital
Funds Agreement and Assignment (also substantially in the form of
this   Agreement)  dated  as  of  March  20,  1980  (the  "Fourth
Supplementary Capital Funds Agreement"), Entergy and the  Company
further  supplemented their undertakings under the Capital  Funds
Agreement for the Domestic Agent and the banks under the  Amended
and  Restated  Agreement  as  amended  by  the  First  Bank  Loan
Agreement;  (iv)  the  Second  Amended  and  Restated  Bank  Loan
Agreement  provided, among other things, for (a)  the  making  of
revolving credit loans by the banks named therein to the  Company
from  time  to  time  in an aggregate amount  not  in  excess  of
$1,311,000,000 at any one time outstanding, and (b) the making of
a  term  loan by said banks to the Company in an aggregate amount
not   to  exceed  $1,311,000,000,  and,  pursuant  to  the  Fifth
Supplementary  Capital  Funds  Agreement  and  Assignment   (also
substantially in the form of this Agreement), dated  as  of  June
15,  1981  (the  "Fifth Supplementary Capital Funds  Agreement"),
Entergy  and  the Company further supplemented their undertakings
under the Capital Funds Agreement for the Domestic Agent and  the
banks  under the Second Amended and Restated Bank Loan Agreement;
and  (v)  the  Second  Bank Loan Second  Amendment,  among  other
things, increased the amount of the loans to be made by the banks
party  thereto  to  $1,711,000,000 and  pursuant  to  the  Eighth
Supplementary  Capital  Funds  Agreement  and  Assignment   (also
substantially in the form of this Agreement) dated as of June 30,
1983   (the  "Eighth  Supplementary  Capital  Funds  Agreement"),
Entergy  and  the Company further supplemented their undertakings
under the Capital Funds Agreement for the Domestic Agent and  the
banks  under the Second Amended and Restated Bank Loan Agreement,
as amended by the Second Bank Loan Second Amendment.

     D.   Prior hereto (i) Entergy, the Company, and the Trustees
for the holders of $400,000,000 aggregate principal amount of the
Company's First Mortgage Bonds, 9.25% Series due 1989 (the "First
Series Bonds") issued under a Mortgage and Deed of Trust dated as
of  June  15  1977, between the Company and United  States  Trust
Company  of  New  York  and Malcolm J.  Hood  (Gerard  F.  Ganey,
successor),  as  trustees (the "Trustees") (the  "Mortgage"),  as
supplemented by a First Supplemental Indenture dated as  of  June
15, 1977, between the Company and the Trustees (the Mortgage,  as
so  supplemented  and  as supplemented by a  Second  Supplemental
Indenture  dated  as  of January 1, 1980,  a  Third  Supplemental
Indenture  dated  as  of  June 15, 1981,  a  Fourth  Supplemental
Indenture  dated  as  of  June  1,  1984,  a  Fifth  Supplemental
Indenture  dated  as  of December 1, 1984, a  Sixth  Supplemental
Indenture  dated  as  of  May  1, 1985,  a  Seventh  Supplemental
Indenture  dated  as  of  June 15, 1985, an  Eighth  Supplemental
Indenture dated as of May 1, 1986, a Ninth Supplemental Indenture
dated as of May 1, 1986, a Tenth Supplemental Indenture dated  as
of September 1, 1986, an Eleventh Supplemental Indenture dated as
of  September 1, 1986, a Twelfth Supplemental Indenture dated  as
of  September 1, 1986, a Thirteenth Supplemental Indenture  dated
as  of  November  15,  1987, a Fourteenth Supplemental  Indenture
dated  as of December 1, 1987, a Fifteenth Supplemental Indenture
dated  as  of  July  1, 1992, a Sixteenth Supplemental  Indenture
dated as of October 1, 1992, a Seventeenth Supplemental Indenture
dated  as  of  October  1,  1992 and an  Eighteenth  Supplemental
Indenture  dated as of April 1, 1993, and as the  same  may  from
time  to time hereafter be amended and supplemented in accordance
with  its  terms,  being  hereinafter  called  the  "Indenture"),
entered into the Second Supplementary Capital Funds Agreement and
Assignment  dated as of June 30, 1977 (the "Second  Supplementary
Capital  Funds  Agreement") (substantially in the  form  of  this
Agreement)  to secure the First Series Bonds; (ii)  Entergy,  the
Company,  and  the  Trustees,  as trustees  for  the  holders  of
$98,500,000  aggregate principal amount of  the  Company's  First
Mortgage  Bonds,  12.50%  Series due  2000  (the  "Second  Series
Bonds")  issued under the Mortgage, as supplemented by  a  Second
Supplemental  Indenture dated as of January 1, 1980  between  the
Company  and  the Trustees, entered into the Third  Supplementary
Capital  Funds  Agreement and Assignment dated as of  January  1,
1980  (the  "Third Supplementary Capital Funds Agreement")  (also
substantially in the form of this Agreement) to secure the Second
Series  Bonds;  (iii) Entergy, the Company and the  Trustees,  as
trustees  for  the  holders of $300,000,000  aggregate  principal
amount of the Company's First Mortgage Bonds, 16% Series due 2000
(the  "Third  Series  Bonds")  issued  under  the  Mortgage,   as
supplemented  by  a  Fifth Supplemental  Indenture  dated  as  of
December  1,  1984 between the Company and the Trustees,  entered
into  the  Eleventh  Supplementary Capital  Funds  Agreement  and
Assignment   dated  as  of  December  1,  1984   (the   "Eleventh
Supplementary  Capital Funds Agreement") (also  substantially  in
the  form  of  this Agreement) to secure the Third Series  Bonds;
(iv)  Entergy, the Company and the Trustees, as trustees for  the
holders  of  $100,000,000  aggregate  principal  amount  of   the
Company's  First  Mortgage Bonds, 15.375% Series  due  2000  (the
"Fourth Series Bonds") issued under the Mortgage, as supplemented
by  a  Sixth  Supplemental Indenture, dated as  of  May  1,  1985
between the Company and the Trustees, entered into the Thirteenth
Supplementary Capital Funds Agreement and Assignment dated as  of
May   1,  1985  (the  "Thirteenth  Supplementary  Capital   Funds
Agreement") (also substantially in the form of this Agreement) to
secure the Fourth Series Bonds; (v) Entergy, the Company and  the
Trustees,  as trustees for the holders of $300,000,000  aggregate
principal  amount  of  the Company's First  Mortgage  Bonds,  11%
Series  due  2000 (the "Seventh Series Bonds") issued  under  the
Mortgage,  as  supplemented  by a Ninth  Supplemental  Indenture,
dated  as  of  May 1, 1986 between the Company and the  Trustees,
entered  into the Sixteenth Supplementary Capital Funds Agreement
and   Assignment  dated  as  of  May  1,  1986  (the   "Sixteenth
Supplementary  Capital Funds Agreement") (also  substantially  in
the  form of this Agreement) to secure the Seventh Series  Bonds;
(vi) Entergy, the Company, and the Trustees, as trustees for  the
holders  of  $300,000,000  aggregate  principal  amount  of   the
Company's  First  Mortgage Bonds, 9 7/8%  Series  due  1991  (the
"Eighth Series Bonds") issued under the Mortgage, as supplemented
by  a Tenth Supplemental Indenture, dated as of September 1, 1986
between   the  Company  and  the  Trustees,  entered   into   the
Seventeenth Supplementary Capital Funds Agreement and  Assignment
dated  as  of  September 1, 1986 (the "Seventeenth  Supplementary
Capital Funds Agreement") (also substantially in the form of this
Agreement) to secure the Eighth Series Bonds; (vii) Entergy,  the
Company  and  the  Trustees,  as  trustees  for  the  holders  of
$250,000,000  aggregate principal amount of the  Company's  First
Mortgage  Bonds,  10  1/2%  Series due 1996  (the  "Ninth  Series
Bonds") issued under the Mortgage, as supplemented by an Eleventh
Supplemental Indenture, dated as of September 1, 1986 between the
Company   and   the   Trustees,  entered  into   the   Eighteenth
Supplementary Capital Funds Agreement and Assignment dated as  of
September  1,  1986 (the "Eighteenth Supplementary Capital  Funds
Agreement") (also substantially in the form of this Agreement) to
secure  the  Ninth Series Bonds; (viii) Entergy, the Company  and
the  Trustees,  as  trustees  for  the  holders  of  $200,000,000
aggregate principal amount of the Company's First Mortgage Bonds,
11  3/8% Series due 2016 (the "Tenth Series Bonds") issued  under
the   Mortgage,   as  supplemented  by  a  Twelfth   Supplemental
Indenture, dated as of September 1, 1986 between the Company  and
the  Trustees, entered into the Nineteenth Supplementary  Capital
Funds Agreement and Assignment dated as of September 1, 1986 (the
"Nineteenth   Supplementary  Capital  Funds   Agreement")   (also
substantially in the form of this Agreement) to secure the  Tenth
Series  Bonds;  (ix) Entergy, the Company and  the  Trustees,  as
trustees  for  the  holders of $200,000,000  aggregate  principal
amount of the Company's First Mortgage Bonds, 14% Series due 1994
(the  "Eleventh  Series  Bonds") issued under  the  Mortgage,  as
supplemented by a Thirteenth Supplemental Indenture dated  as  of
November  15, 1987 between the Company and the Trustees,  entered
into  the  Twentieth  Supplementary Capital Funds  Agreement  and
Assignment   dated  as  of  November  15,  1987  (the  "Twentieth
Supplementary  Capital Funds Agreement") (also  substantially  in
the  form of this Agreement) to secure the Eleventh Series Bonds;
(x)  Entergy, the Company and the Trustees, as trustees  for  the
holders  of  $100,000,000  aggregate  principal  amount  of   the
Company's  First  Mortgage Bonds, 14.34%  Series  due  1992  (the
"Twelfth   Series   Bonds")  issued  under   the   Mortgage,   as
supplemented by a Fourteenth Supplemental Indenture dated  as  of
December  1,  1987 between the Company and the Trustees,  entered
into  the Twenty-first Supplementary Capital Funds Agreement  and
Assignment  dated  as  of  December 1,  1987  (the  "Twenty-first
Supplementary  Capital Funds Agreement") (also  substantially  in
the  form of this Agreement) to secure the Twelfth Series  Bonds;
(xi)  Entergy, the Company and the Trustees, as trustees for  the
holders  of  $45,000,000  aggregate  principal  amount   of   the
Company's  First  Mortgage  Bonds, 8.40%  Series  due  2002  (the
"Thirteenth   Series  Bonds")  issued  under  the  Mortgage,   as
supplemented by a Fifteenth Supplemental Indenture  dated  as  of
July  1, 1992 between the Company and the Trustees, entered  into
the  Twenty-fourth  Supplementary  Capital  Funds  Agreement  and
Assignment   dated  as  of  July  1,  1992  (the   "Twenty-fourth
Supplementary  Capital Funds Agreement") (also  substantially  in
the  form  of  this  Agreement) to secure the  Thirteenth  Series
Bonds;  (xii) Entergy, the Company and the Trustees, as  trustees
for the holders of $105,000,000 aggregate principal amount of the
Company's  First  Mortgage  Bonds, 6.12%  Series  due  1995  (the
"Fourteenth   Series  Bonds")  issued  under  the  Mortgage,   as
supplemented by a Sixteenth Supplemental Indenture  dated  as  of
October  1,  1992  between the Company and the Trustees,  entered
into  the Twenty-fifth Supplementary Capital Funds Agreement  and
Assignment  dated  as  of  October  1,  1992  (the  "Twenty-fifth
Supplementary  Capital Funds Agreement") (also  substantially  in
the  form  of  this  Agreement) to secure the  Fourteenth  Series
Bonds;  (xiii) Entergy, the Company and the Trustees, as trustees
for  the holders of $70,000,000 aggregate principal amount of the
Company's  First  Mortgage  Bonds, 8.25%  Series  due  2002  (the
"Fifteenth   Series  Bonds")  issued  under  the   Mortgage,   as
supplemented by a Seventeenth Supplemental Indenture dated as  of
October  1,  1992  between the Company and the Trustees,  entered
into  the Twenty-sixth Supplementary Capital Funds Agreement  and
Assignment  dated  as  of  October  1,  1992  (the  "Twenty-sixth
Supplementary  Capital Funds Agreement") (also  substantially  in
the form of this Agreement) to secure the Fifteenth Series Bonds;
(xiv) Entergy, the Company and the Trustees, as trustees for  the
holders  of  $60,000,000  aggregate  principal  amount   of   the
Company's   First  Mortgage  Bonds,  6%  Series  due  1998   (the
"Sixteenth   Series  Bonds")  issued  under  the   Mortgage,   as
supplemented by an Eighteenth Supplemental Indenture dated as  of
April 1, 1993 between the Company and the Trustees, entered  into
the  Twenty-seventh  Supplementary Capital  Funds  Agreement  and
Assignment  dated  as  of  April  1,  1993  (the  "Twenty-seventh
Supplementary  Capital Funds Agreement") (also  substantially  in
the form of this Agreement) to secure the Sixteenth Series Bonds;
(xv)  Entergy, the Company and the Trustees, as trustees for  the
holders  of  $60,000,000  aggregate  principal  amount   of   the
Company's  First  Mortgage  Bonds, 7.58%  Series  due  1999  (the
"Seventeenth  Series  Bonds")  issued  under  the  Mortgage,   as
supplemented by a Nineteenth Supplemental Indenture dated  as  of
April 1, 1994 between the Company and the Trustees, entered  into
the   Twenty-ninth  Supplementary  Capital  Funds  Agreement  and
Assignment   dated  as  of  April  1,  1994  (the   "Twenty-ninth
Supplementary  Capital Funds Agreement") (also  substantially  in
the  form  of  this  Agreement) to secure the Seventeenth  Series
Bonds;  (xvi) Entergy, the Company and the Trustees, as  trustees
for the holders of $100,000,000 aggregate principal amount of the
Company's  First  Mortgage  Bonds, 7.28%  Series  due  1999  (the
"Eighteenth   Series  Bonds")  issued  under  the  Mortgage,   as
supplemented by a Twentieth Supplemental Indenture  dated  as  of
August 1, 1996 between the Company and the Trustees, entered into
the   Thirtieth   Supplementary  Capital  Funds   Agreement   and
Assignment   dated   as  of  August  1,  1996   (the   "Thirtieth
Supplementary  Capital Funds Agreement") (also  substantially  in
the  form  of  this  Agreement) to secure the  Eighteenth  Series
Bonds;  and  (xvii)  Entergy, the Company and  the  Trustees,  as
trustees  for  the  holders of $135,000,000  aggregate  principal
amount  of  the Company's First Mortgage Bonds, 7.7%  Series  due
2000  (the  "Nineteenth Series Bonds") issued under the Mortgage,
as supplemented by a Twenty-first Supplemental Indenture dated as
of  August 1, 1996 between the Company and the Trustees,  entered
into  the Thirty-first Supplementary Capital Funds Agreement  and
Assignment   dated  as  of  August  1,  1996  (the  "Thirty-first
Supplementary  Capital Funds Agreement") (also  substantially  in
the  form  of  this  Agreement) to secure the  Nineteenth  Series
Bonds.

     E.    The  Company, Credit Suisse First Boston  Limited,  as
agent  for certain banks (the "Eurodollar Agent") and said  banks
(including  successors  and assignees and  such  other  banks  as
became  party  to  the  Loan  Facility  as  defined  below,   the
"Eurodollar  Banks")  were parties to  the  Loan  Agreement  (the
"Original Eurodollar Loan Agreement") dated February 5, 1982,  as
amended,  the  "Loan  Facility").  Under the Original  Eurodollar
Loan  Agreement the banks party thereto made loans to the Company
in the aggregate principal amount of $315,000,000 and pursuant to
the  Sixth  Supplementary Capital Funds Agreement and  Assignment
(substantially  in  the  form  of this  Agreement)  dated  as  of
February  5, 1982 between Entergy, the Company and the Eurodollar
Agent  (the  "Sixth Supplementary Capital Funds Agreement"),  the
Company  and  Entergy supplemented their undertakings  under  the
Capital  Funds Agreement for the benefit of the Eurodollar  Agent
and  said  banks.   The  Company, the Eurodollar  Agent  and  the
Eurodollar Banks were parties to the First Amendment dated as  of
February 18, 1983 to the Loan Facility which, among other things,
increased  the  amount of the loans to be made by the  Eurodollar
Banks  to  $378,000,000 and pursuant to the Seventh Supplementary
Capital Funds Agreement and Assignment (also substantially in the
form  of  this  Agreement) dated as of  February  18,  1983  (the
"Seventh Supplementary Capital Funds Agreement"), Entergy and the
Company further supplemented their undertakings under the Capital
Funds  Agreement  for  the Eurodollar Agent  and  the  Eurodollar
Banks.

     F.    The  Company  and  Citibank, N.A.  (the  "Bank")  were
parties  to a letter of credit and reimbursement agreement  dated
as  of  December 1, 1983 (the "Series A Reimbursement Agreement")
which provided, among other things, for the issuance by the  Bank
for  the  account  of the Company of an irrevocable  transferable
letter  of credit in support of the Claiborne County, Mississippi
Adjustable/Fixed  Rate  Pollution Control Revenue  Bonds  (Middle
South  Energy,  Inc.  Project) Series A (the "Series  A  Bonds"),
issued  by  Claiborne  County, Mississippi pursuant  to  a  trust
indenture  dated  as of December 1, 1983 naming Deposit  Guaranty
National  Bank  as trustee.  Pursuant to the Ninth  Supplementary
Capital  Funds Agreement (also substantially in the form of  this
Agreement) dated as of December 1, 1983 (the "Ninth Supplementary
Capital  Funds  Agreement"),  Entergy  and  the  Company  further
supplemented their undertakings under the Capital Funds Agreement
for  the Bank and the trustee under the indenture relating to the
Series A Bonds.

     G.    The  Company  and  Citibank, N.A.  (the  "Bank")  were
parties  to a letter of credit and reimbursement agreement  dated
as of June 1, 1984 (the "Series B Reimbursement Agreement") which
provided,  among other things, for the issuance by the  Bank  for
the  account of the Company of an irrevocable transferable letter
of  credit  in  support  of  the  Claiborne  County,  Mississippi
Adjustable/Fixed  Rate  Pollution Control Revenue  Bonds  (Middle
South  Energy,  Inc.  Project) Series B (the "Series  B  Bonds"),
issued  by  Claiborne  County, Mississippi pursuant  to  a  trust
indenture  dated  as  of  June 1, 1984  naming  Deposit  Guaranty
National  Bank  as trustee.  Pursuant to the Tenth  Supplementary
Capital  Funds Agreement (also substantially in the form of  this
Agreement)  dated  as  of June 1, 1984 (the "Tenth  Supplementary
Capital  Funds  Agreement"),  Entergy  and  the  Company  further
supplemented their undertakings under the Capital Funds Agreement
for  the Bank and Deposit Guaranty National Bank as trustee under
the indenture relating to the Series B Bonds.

     H.    The  Company,  Citibank, N.A. as  a  Co-Agent  and  as
Coordinating Agent, and Manufacturers Hanover Trust Company, as a
Co-Agent  for  a group of banks (the "Banks") were parties  to  a
letter of credit and reimbursement agreement dated as of December
1,  1984 (the "Series C Reimbursement Agreement") which provided,
among other things, for the issuance by the Banks for the account
of the Company of an irrevocable transferable letter of credit in
support  of  the  Claiborne County, Mississippi  Adjustable/Fixed
Rate  Pollution Control Revenue Bonds (Middle South Energy,  Inc.
Project)  Series  C (the "Series C Bonds"), issued  by  Claiborne
County,  Mississippi pursuant to a trust indenture  dated  as  of
December  1,  1984  naming  Deposit  Guaranty  National  Bank  as
trustee.   Pursuant  to the Twelfth Supplementary  Capital  Funds
Agreement  (also  substantially in the form  of  this  Agreement)
dated  as of December 1, 1984 (the "Twelfth Supplementary Capital
Funds  Agreement"), Entergy and the Company further  supplemented
their  undertakings  under the Capital Funds  Agreement  for  the
Banks  and  Deposit Guaranty National Bank as trustee  under  the
indenture relating to the Series C Bonds.

     I.   Entergy, the Company, the Trustees and Deposit Guaranty
National  Bank,  as  holder  of $47,208,334  aggregate  principal
amount  of the Company's First Mortgage Bonds, Pollution  Control
Series A (the "Fifth Series Bonds") issued under the Mortgage, as
supplemented by a Seventh Supplemental Indenture dated as of June
15,  1985 between the Company and the Trustees, entered into  the
Fourteenth  Supplementary Capital Funds Agreement and  Assignment
dated  as of June 15, 1985 (the "Fourteenth Supplementary Capital
Funds  Agreement")  (also  substantially  in  the  form  of  this
Agreement)  to secure the Fifth Series Bonds.  The  Fifth  Series
Bonds were issued as security, in part, for the Claiborne County,
Mississippi  12  1/2% Pollution Control Revenue  Bonds  due  2015
(Middle  South  Energy,  Inc. Project) (the  "Series  D  Bonds"),
issued  by  Claiborne  County, Mississippi pursuant  to  a  trust
indenture  dated  as  of  June 15, 1985 naming  Deposit  Guaranty
National   Bank   as   trustee.   Pursuant  to   the   Fourteenth
Supplementary  Capital Funds Agreement, Entergy and  the  Company
further  supplemented their undertakings under the Capital  Funds
Agreement for the Trustees and Deposit Guaranty National Bank  as
trustee under the indenture relating to the Series D Bonds.

     J.   Entergy, the Company, the Trustees and Deposit Guaranty
National  Bank,  as  holder  of $95,643,750  aggregate  principal
amount  of the Company's First Mortgage Bonds, Pollution  Control
Series B (the "Sixth Series Bonds") issued under the Mortgage, as
supplemented by an Eighth Supplemental Indenture dated as of  May
1,  1986  between the Company and the Trustees, entered into  the
Fifteenth  Supplementary Capital Funds Agreement  and  Assignment
dated  as  of  May 1, 1986 (the "Fifteenth Supplementary  Capital
Funds  Agreement")  (also  substantially  in  the  form  of  this
Agreement)  to secure the Sixth Series Bonds.  The  Sixth  Series
Bonds were issued as security, in part, for the Claiborne County,
Mississippi  9  1/2%; Pollution Control Revenue  Bonds  due  2016
(Middle  South  Energy, Inc.  Project) (the  "Series  E  Bonds"),
issued  by  Claiborne  County, Mississippi pursuant  to  a  trust
indenture  dated  as  of  May  1, 1986  naming  Deposit  Guaranty
National   Bank   as   trustee.   Pursuant   to   the   Fifteenth
Supplementary  Capital Funds Agreement, Entergy and  the  Company
further  supplemented their undertakings under the Capital  Funds
Agreement for the Trustees and Deposit Guaranty National Bank  as
trustee under the indenture relating to the Series E Bonds.

     K.    The  Company  has  entered into a sale  and  leaseback
transaction  with respect to a portion of its undivided  interest
in Unit No. 1 and to that end the Company has entered into, among
other  agreements, (i) Facility Leases Nos. 1 and 2, dated as  of
December  1,  1988, among Meridian Trust Company and  Stephen  M.
Carta  (Stephen  J.  Kaba, successor) (collectively,  the  "Owner
Trustee")  as Owner Trustee and the Company, each as supplemented
by  a  separate Lease Supplement No. 1 thereto, each dated as  of
April  1,  1989, and a separate Lease Supplement No.  2  thereto,
each  dated as of January 1, 1994, (ii) a Participation Agreement
No.  1,  dated  as  of  December 1,  1988  among  Public  Service
Resources  Corporation  ("PSRC") as Owner Participant,  the  Loan
Participants listed therein, GGIA Funding Corporation, as Funding
Corporation, the Owner Trustee and the Company pursuant to  which
PSRC invested $400,000,000 in an undivided interest in Unit No. 1
(which  interest  was subsequently acquired by Resources  Capital
Management  Corporation  from PSRC and subsequently  acquired  by
RCMC  I,  Inc. (formerly known as RCMC Del., Inc.) from Resources
Capital  Management  Corporation), and a Participation  Agreement
No. 2, dated as of December 1, 1988 among Lease Management Realty
Corporation   IV   ("LMRC")  as  Owner  Participant,   the   Loan
Participants listed therein, GGIA Funding Corporation, as Funding
Corporation, the Owner Trustee and the Company pursuant to  which
LMRC invested $100,000,000 in an undivided interest in Unit No. 1
(which  interest  was subsequently acquired by Textron  Financial
Corporation  from LMRC) (the owner participants  under  all  such
participation  agreements  being  referred  to  as   the   "Owner
Participants")  and (iii) the 1988 Reimbursement Agreement  which
provided, among other things, (x) for the issuance by the Funding
Bank named therein ("1988 Funding Bank"), for the account of  the
Company, of irrevocable transferable letters of credit (the "1988
LOCS") to the Owner Participants to secure certain obligations of
the  Company to the Owner Participants substantially in the  form
of  Exhibit  A  to the 1988 Reimbursement Agreement with  maximum
amounts   of   $104,000,000,  and  $26,000,000,   (y)   for   the
reimbursement  to  such 1988 Funding Bank  by  the  Participating
Banks  for  all drafts paid by such 1988 Funding Bank  under  any
1988  LOC  and (z) for the reimbursement by the Company  to  such
1988  Funding Bank for the benefit of the Participating Banks  of
sums equal to all drafts paid by such 1988 Funding Bank under any
1988  LOC.   Pursuant to the Twenty-second Supplementary  Capital
Funds Agreement and Assignment (substantially in the form of this
Agreement),  dated  as  of December 1, 1988  (the  "Twenty-second
Supplementary Capital Funds Agreement"), Entergy and the  Company
further  supplemented their undertakings under the Capital  Funds
Agreement  for the benefit of the Administrating Bank, such  1988
Funding Bank and the Participating Banks.

     L.   Entergy, the Company and Chemical Bank entered into the
Twenty-third Supplementary Capital Funds Agreement  dated  as  of
January  11,  1991  ("Twenty-third  Supplementary  Capital  Funds
Agreement") in connection with the execution and delivery of  the
First  Amendment  to  1988  Reimbursement  Agreement  (the   1988
Reimbursement  Agreement, as amended by the  First  Amendment  to
1988   Reimbursement  Agreement,  is  herein  called  the   "1991
Reimbursement Agreement") that provided, among other things,  (i)
for  the  issuance by the Funding Bank, for the  account  of  the
Company,  of  irrevocable transferable letters of  credit  ("1991
LOCS") to the Owner Participants to secure certain obligations of
the  Company to the Owner Participants, substantially in the form
of  Exhibit  A to the 1991 Reimbursement Agreement, with  maximum
amounts   of   $116,601,440  and  $29,150,360;   (ii)   for   the
reimbursement to the Funding Bank by the Participating Banks  for
all drafts paid by the Funding Bank under any 1991 LOC; and (iii)
for  the reimbursement by the Company to the Funding Bank for the
benefit  of  the Participating Banks of sums equal to all  drafts
paid by the Funding Bank under any 1991 LOC.

     M.   Entergy, the Company and Chemical Bank entered into the
Twenty-eighth Supplementary Capital Funds Agreement dated  as  of
December  17,  1993 ("Twenty-eighth Supplementary  Capital  Funds
Agreement") in connection with the execution and delivery of  the
Second  Amendment  to  1988  Reimbursement  Agreement  (the  1988
Reimbursement  Agreement, as amended by the  First  Amendment  to
1988  Reimbursement Agreement and the Second  Amendment  to  1988
Reimbursement Agreement, is herein called the "1993 Reimbursement
Agreement")  that  provided, among  other  things,  (i)  for  the
issuance by the Funding Bank, for the account of the Company,  of
irrevocable transferable letters of credit ("1993 LOCS")  to  the
Owner  Participants to secure certain obligations of the  Company
to the Owner Participants, substantially in the form of Exhibit A
to  the  1993  Reimbursement Agreement, with maximum  amounts  of
$132,131,960 and $33,032,990; (ii) for the reimbursement  to  the
Funding  Bank by the Participating Banks for all drafts  paid  by
the   Funding  Bank  under  any  1993  LOC;  and  (iii)  for  the
reimbursement by the Company to the Funding Bank for the  benefit
of  the  Participating Banks of sums equal to all drafts paid  by
the Funding Bank under any 1993 LOC.

     N.    Entergy,  the  Company  and  the  Administrating  Bank
entered  into  the  Thirty-second  Supplementary  Capital   Funds
Agreement   dated   as  of  December  27,  1996   ("Thirty-second
Supplementary  Capital Funds Agreement") in connection  with  the
execution   and  delivery  of  the  1996  Restated  Reimbursement
Agreement that provided, among other things, (i) for the issuance
by  the  Funding  Bank,  for  the  account  of  the  Company,  of
irrevocable transferable letters of credit ("1996 LOCS")  to  the
Owner  Participants to secure certain obligations of the  Company
to the Owner Participants, substantially in the form of Exhibit A
to  the  1996  Restated  Reimbursement  Agreement,  with  maximum
amounts  of  $148,719,125.41  and $34,946,720.11;  (ii)  for  the
reimbursement to the Funding Bank by the Participating Banks  for
all drafts paid by the Funding Bank under any 1996 LOC; and (iii)
for  the reimbursement by the Company to the Funding Bank for the
benefit  of  the Participating Banks of sums equal to all  drafts
paid by the Funding Bank under any 1996 LOC.

     O.     The  Company  wishes to amend and  restate  the  1996
 Restated Reimbursement Agreement in the manner provided  in  the
 Amended and Restated Reimbursement Agreement and to provide  for
 the  cancellation of the 1996 LOCs and issuance of new LOCs (the
 "New  LOCS")  by  the Funding Bank to further secure  the  Owner
 Participants.  The Amended and Restated Reimbursement  Agreement
 provides,  among  other  things, (i) for  the  issuance  by  the
 Funding  Bank,  for the account of the Company,  of  irrevocable
 transferable  letters  of credit to the  Owner  Participants  to
 secure   certain  obligations  of  the  Company  to  the   Owner
 Participants, such New LOCs to be substantially in the  form  of
 Exhibit  A  to the Amended and Restated Reimbursement  Agreement
 with maximum amounts of $156,885,463.65 and $36,061,469.99; (ii)
 for  the  reimbursement to the Funding Bank by the Participating
 Banks for all drafts paid by the Funding Bank under any New LOC;
 and  (iii)  for the reimbursement by the Company to the  Funding
 Bank for the benefit of the Participating Banks of sums equal to
 all  drafts  paid by the Funding Bank under any  New  LOC  (such
 amounts   shall   hereinafter  be  called   the   "Reimbursement
 Obligations").

     P.    The Company and Entergy, by this instrument, wish  (i)
to  continue  to supplement their undertakings under the  Capital
Funds  Agreement  for  the  benefit  of  the  Funding  Bank,  the
Administrating  Bank  and the Participating Banks  (collectively,
the  "LOC Banks") and (ii) to create enforceable rights hereunder
in the Administrating Bank as hereinafter set forth.

     Q.    The Company, Entergy and certain other subsidiaries of
Entergy have joined in an Application-Declaration on Form U-1, as
amended and supplemented to date, in File No. 70-7561, filed with
the  Securities and Exchange Commission under the Public  Utility
Holding  Company Act of 1935 with respect to this  Agreement  and
certain other matters, the Securities and Exchange Commission has
issued  orders  (the  "SEC Orders") granting  and  permitting  to
become effective said Application-Declaration, as so amended  and
supplemented  (except that, as of the date hereof, no  SEC  Order
has  been issued with respect to Post-Effective Amendment No.  11
to  said Application-Declaration requesting authorization  of  an
increase in approved fees to allow payment in accordance with the
provisions of the Amended and Restated Reimbursement Agreement of
the  maximum participation fees reflected therein), and  the  SEC
Orders  are in full force and effect on the date of the execution
and delivery hereof.

     R.    All things necessary to make this Agreement the valid,
legally binding and enforceable obligation of each of the parties
hereto  have  been  done  and performed  and  the  execution  and
performance  hereof  in  all respects have  been  authorized  and
approved by all corporate and shareholder action necessary on the
part of each thereof.

     NOW, THEREFORE, in consideration of the terms and agreements
hereinafter  set  forth, the parties agree  with  each  other  as
follows:

                           ARTICLE I.
             OBLIGATIONS OF ENTERGY AND THE COMPANY

     1.1. Commercial Operation of the Project.  The Company shall (and
Entergy  shall  cause  the Company to) use its  best  efforts  to
maintain  the Project in commercial operation and, in  connection
therewith,  take all such action, including, without  limitation,
all   actions  before  governmental  authorities,  as  shall   be
necessary to enable the Company to do so.

     1.2. Capital Structure of the Company.  Entergy shall supply or
cause to be supplied to the Company:

          (a)  such amounts of capital as may be required from time to time
by  the  Company  in  order  to  maintain  that  portion  of  the
Capitalization (as defined in Section 1.6 hereof) of the  Company
as  shall be represented by the aggregate of the par value of, or
stated  capital  represented by, the outstanding  shares  of  all
classes of capital stock and the surplus of the Company, paid in,
earned  and other, if any, at an amount equal to at least 35%  of
the Capitalization of the Company or at such higher percentage as
governmental  regulatory authorities having Jurisdiction  in  the
premises may require; and

(b)  such amounts of capital in addition to (i) the capital
heretofore made available to the Company by Entergy in exchange
for shares of the Company's common stock and (ii) the capital
made available to the Company at any time in question through the
incurrence by the Company of Indebtedness for Borrowed Money (as
defined in Section 1.6 hereof) as shall be required in order for
the Company to continue to own its undivided ownership interest
in the Project, to provide (without limitation) for interest
charges of the Company, to permit the commercial operation of
Unit No. 1, to permit the continuation of such commercial
operation and to pay in full all payments of the principal of,
and premium, if any, and interest on Indebtedness for Borrowed
Money (whether due at maturity, pursuant to mandatory or optional
prepayment, by acceleration or otherwise), it being understood
and agreed that, in connection with the capital requirements of
the Company, nuclear fuel leasing (including financing leases
therefor) and the entering into by the Company of industrial
development revenue bond financing with respect to pollution
control facilities and the issuance and sale by the Company of
debt securities, and, to the extent necessary or desirable,
preferred stock, to banks, institutions and the public may
constitute some of the means by which required capital can be
made available to the Company.

     1.3. Manner of Performance.  If, with respect to any amount of
capital  which  Entergy  shall,  at  any  time  in  question,  be
obligated under the provisions of Section 1.2 to supply or  cause
to be supplied to the Company, Entergy and the Company shall fail
to  agree on the type, or terms, of any particular security to be
issued  by the Company and sold to Entergy or to others  for  the
purpose  of  securing  such  required  capital  or  if  requisite
regulatory approvals are not obtained for any issuance  and  sale
so  agreed upon or if such issuance and sale cannot for any other
reason  be  carried  out, then and in such event,  Entergy  shall
supply  such capital to the Company in the form of a cash capital
contribution.

     1.4. Payments in Respect of the Reimbursement Obligations.  If at
any  time  the  Company shall require funds to pay  the  interest
(including,  if and to the extent permitted by law,  interest  on
overdue principal, premium and interest) and premium, if any, on,
and  the principal of, the Reimbursement Obligations (whether  at
maturity,  pursuant  to  mandatory  or  optional  prepayment,  by
acceleration  or  otherwise) and the expenses,  commitment  fees,
financing  charges,  trustees' fees and  administration  expenses
attributable to the Reimbursement Obligations, and the  funds  of
the  Company  available for such purpose  or  purposes  shall  be
insufficient  for any reason, including, without limitation,  the
inability  to  borrow, or the absence of, funds under  any  local
agreement  or  similar  instrument or instruments  to  which  the
Company is now or hereafter becomes a party, Entergy will pay  to
the Company in cash as a capital contribution the funds necessary
to  enable  the Company to pay the amounts referred to  above  in
this Section 1.4.

     1.5. Subordination of Claims of Entergy Against the Company.
Entergy hereby agrees that (i) all amounts advanced by Entergy to
the  Company (other than by way of purchases of capital stock  of
the  Company or capital contributions to the Company) shall,  for
the  purposes  of  this Agreement and so long as  this  Agreement
shall  be  in  full  force  and effect,  constitute  Subordinated
Indebtedness  of the Company (as defined in Section  1.6  hereof)
and  (ii) no such Subordinated Indebtedness of the Company  shall
be  transferred or assigned (including by way of security) to any
person (other than to a successor of Entergy by way of merger  or
consolidation  or  the  acquisition by  such  person  of  all  or
substantially all of Entergy's assets).  The Company agrees  that
it  will  record all Subordinated Indebtedness of the Company  as
such on its books.

     1.6.  Definitions.  For the purposes of this Agreement,  the
following terms shall have the following meanings:

          (a)  the term "Capitalization" shall mean, as of any particular
time, an amount equal to the sum of the total principal amount of
all Indebtedness for Borrowed Money of the Company (exclusive  of
Short Term Debt), secured or unsecured, then outstanding, and the
aggregate of the par value of, or stated capital represented  by,
the  outstanding shares of all classes of capital  stock  of  the
Company  and  the  surplus of the Company, paid  in,  earned  and
other, if any;

(b)  the term "Indebtedness for Borrowed Money" shall mean the
principal amount of all indebtedness for borrowed money, secured
or unsecured, of the Company then outstanding and shall include,
without limitation, the principal amount of all bonds issued by a
governmental or industrial development agency or authority in
connection with an industrial development revenue bond financing
of pollution control facilities constituting part of the Project;

(c)  the term "Short Term Debt" shall mean the principal amount
of unsecured Indebtedness for Borrowed Money created or incurred
by the Company which matures by its terms not more than 12 months
after the date of the creation or incurrence thereof, and which
is not renewable or extendable at the option of the Company for a
period of more than 12 months from the date of the creation or
incurrence thereof pursuant to any revolving credit or similar
agreement; and

(d)  the term "Subordinated Indebtedness of the Company" shall
mean indebtedness marked on the books of the Company as
subordinated and junior in right of payment to the Obligations
Secured Hereby (as defined in Section 5.1 hereof) to the extent
and in the manner set forth below:

               (i)  if there shall occur a Reimbursement Event of Default or
          Prepayment Event (as defined in the Amended and Restated
          Reimbursement Agreement), then so long as such Reimbursement
          Event of Default or Prepayment Event shall be continuing and
          shall not have been cured or waived, or unless and until all the
          Obligations Secured Hereby shall have been paid in full in money
          or money's worth at the time of receipt, no payment of principal
          and premium, if any, or interest shall be made upon Subordinated
          Indebtedness of the Company; and

               (ii) in the event of any insolvency, bankruptcy, liquidation,
          reorganization or other similar case or proceedings, or any
          receivership proceedings in connection therewith, relative to the
          Company or its creditors or its property, and in the event of any
          proceedings for voluntary liquidation, dissolution or other
          winding up of the Company, whether or not involving insolvency or
          bankruptcy proceedings, then the Obligations Secured Hereby shall
          first be paid in full in money or money's worth at the time of
          receipt, or payment thereof shall have been provided for, before
          any payment on account of principal, premium, if any, or interest
          is made upon Subordinated Indebtedness of the Company.

                           ARTICLE II.
                  NATURE OF THE OBLIGATIONS OF
                     ENTERGY AND THE COMPANY

     2.1. Regulatory Approvals.

          (a)  Except as provided in Section 2.2 with respect to the
obligations of Entergy to make cash capital contributions to  the
Company pursuant to the provisions of Sections 1.3 and 1.4 (as to
which the SEC Orders are in full force and effect at the date  of
execution and delivery of this Agreement), the performance of the
obligations of Entergy hereunder shall be subject to the  receipt
and continued effectiveness of all authorizations of governmental
regulatory authorities necessary at the time to permit Entergy at
the  time  to  perform  its duties and  obligations  then  to  be
performed   hereunder,  including  the  receipt   and   continued
effectiveness  of all authorizations of governmental  authorities
necessary at the time to permit Entergy at the time to supply  or
cause  to  be  supplied to the Company capital  pursuant  to  the
provisions  of Section 1.2 or to permit Entergy at  the  time  to
acquire securities issued and sold to Entergy by the Company.

(b)  The performance of the obligations of the Company hereunder
shall be subject to the receipt and continued effectiveness of
all authorizations of governmental regulatory authorities at the
time necessary to permit the Company to perform its duties and
obligations hereunder, including the receipt and continued
effectiveness of all authorizations of governmental regulatory
authorities at the time necessary to permit the Company to
operate the Project (or to have the Project operated for it) to
the extent the Project is then operable, and to issue and to sell
securities then to be issued and sold by the Company to Entergy
or to others for the purpose of securing required capital.

(c)  Entergy and the Company shall use their best efforts to
secure and maintain all such authorizations of governmental
regulatory authorities.

     2.2. Nature of Obligations.

          (a)  The obligations of Entergy hereunder to make cash capital
contributions  to  the  Company pursuant  to  the  provisions  of
Sections 1.3 and 1.4 having heretofore been authorized by the SEC
Orders (and no other authorization by any governmental regulatory
authority being required) and the LOC Banks having relied on such
authorization   in  entering  into  the  Amended   and   Restated
Reimbursement Agreement, Entergy agrees that its duty to  perform
such obligations shall be absolute and unconditional, (a) whether
or   not  Entergy  shall  have  received  all  authorizations  of
governmental  regulatory authorities necessary  at  the  time  to
permit  Entergy  to  perform  its other  duties  and  obligations
hereunder, (b) whether or not the Company shall have received all
authorizations  of governmental regulatory authorities  necessary
at  the  time  to  permit the Company to perform its  duties  and
obligations  hereunder,  (c) whether or  not  any  authorizations
referred to in the foregoing clauses (a) and (b) continue, at the
time, in effect, (d) whether or not, at any time in question, the
Company  shall  have performed its duties and  obligations  under
this  Agreement,  (e)  whether  or  not  the  Project  shall   be
maintained  in commercial operation, energy from the  Project  is
being  produced or delivered or is available (including,  without
limitation,  delivery  or availability to other  subsidiaries  of
Entergy),  an abandonment of the Project shall have  occurred  or
the  Project shall be in whole or in part destroyed or taken, for
any  reason whatsoever, (f) whether or not the Company  shall  be
solvent,  (g)  regardless of any event of force majeure  and  (h)
regardless  of  any other circumstance, happening,  condition  or
event whatsoever, whether or not similar to any of the foregoing.
Subject  to  Section  2.1(a), all other  obligations  of  Entergy
hereunder are similarly absolute and unconditional.

          (b)  In the event that Entergy shall cease to own at least a
majority  of common stock of the Company and such lower ownership
percentage has been permitted pursuant to the consent of the  LOC
Banks,  the  obligations  of  Entergy  hereunder  shall  not   be
increased by any amendment to, or modification of, the terms  and
provisions  of  the Amended and Restated Reimbursement  Agreement
unless  Entergy shall have consented in writing to such amendment
or modification.

     2.3.  Waivers of Defenses.  The obligations of Entergy under
Sections  1.2, 1.3 and 1.4 to supply capital or cause capital  to
be  supplied or to make cash capital contributions to the Company
shall  not  be  subject to any abatement, reduction,  limitation,
impairment,   termination,  set-off,  defense,  counterclaim   or
recoupment whatsoever or any right to any thereof (including, but
not limited to, abatements, reductions, limitations, impairments,
terminations,  set-offs, defenses, counterclaims and  recoupments
for or on account of any past, present or future indebtedness  of
the  Company  to  Entergy  or any claim by  Entergy  against  the
Company, whether or not arising under this Agreement and  whether
or  not arising out of any action or nonaction on the part of the
Company,  or  any  LOC  Bank, including any  disposition  of  the
Project   or   any  part  thereof  pursuant  to  the   Indenture,
requirements  of  governmental authorities, actions  of  judicial
receivers  or  trustees or otherwise and whether or  not  arising
from  wilful  or  negligent acts or omissions).   The  foregoing,
however,  shall  not, subject to the provisions  of  Section  1.5
hereof,  affect  in  any  other way any rights  and  remedies  of
Entergy  with  respect  to any amounts owed  to  Entergy  by  the
Company  or  any such claim by Entergy against the Company.   The
obligations  and liabilities of Entergy hereunder  shall  not  be
released,   discharged   or   in  any   way   affected   by   any
reorganization,  arrangement,  compromise,  composition  or  plan
affecting   the   Company  or  any  change,  waiver,   extension,
indulgence  or  other  action  or  omission  in  respect  of  any
indebtedness or obligation of the Company or Entergy, whether  or
not the Company or Entergy shall have had any notice or knowledge
of  any  of  the  foregoing.  Neither failure nor  delay  by  the
Company or the LOC Banks to exercise any right or remedy provided
herein  or by statute or at law or in equity shall operate  as  a
waiver  thereof, nor shall any single or partial exercise of  any
such  right  or  remedy preclude any other  or  further  exercise
thereof,  or the exercise of any other right or remedy.   Entergy
also  hereby irrevocably waives, to the extent that it may do  so
under  applicable  law, any defense based on the  adequacy  of  a
remedy  at  law which may be asserted as a bar to the  remedy  of
specific  performance in any action brought against  Entergy  for
specific performance of this Agreement by the Company or  by  the
LOC Banks or for their benefit by a receiver or trustee appointed
for the Company or in respect of all or a substantial part of the
Company's  assets under the bankruptcy or insolvency law  of  any
jurisdiction  to which the Company is or its assets are  subject.
Anything  in  this  Section 2.3 to the contrary  notwithstanding,
Entergy  shall  not  be  precluded from asserting  as  a  defense
against  any  claim  made  against  Entergy  upon  any   of   its
obligations hereunder that it has fully performed such obligation
in accordance with the terms of this Agreement.

     2.4. Subrogation, Etc.  Entergy shall, subject to the provisions
of  Section  l.5, be subrogated to all rights of  the  LOC  Banks
against  the  Company in respect of any amounts paid  by  Entergy
pursuant to the provisions of this Agreement and applied  to  the
payment  of the Obligations Secured Hereby (as defined in Section
5.1  hereof).  The LOC Banks agree that they will not  deal  with
the  Company  in  such a manner as to prejudice  such  rights  of
Entergy.

                           ARTICLE III.

                              TERM

     This  Agreement shall remain in full force and effect until,
and  shall terminate and be of no further force and effect after,
all  Obligations Secured Hereby shall have been paid in  full  in
money or money's worth at the time of receipt.  It is agreed that
all the covenants and undertakings on the part of Entergy and the
Company  set  forth  in this Agreement are  exclusively  for  the
benefit  of,  and  may  be enforced only by,  the  LOC  Banks  as
provided in the Amended and Restated Reimbursement Agreement,  or
for their benefit by a receiver or trustee for the Company or  in
respect  of  all  or a substantial part of its assets  under  the
bankruptcy  or insolvency law of any jurisdiction  to  which  the
Company is or its assets are subject.

                           ARTICLE IV.
                           ASSIGNMENT

     Neither  this  Agreement  nor any  interest  herein  may  be
assigned, transferred or encumbered by any of the parties hereto,
except  transfer  or  assignment  by  the  LOC  Banks  to   their
successors  in accordance with Section 23(b) of the  Amended  and
Restated Reimbursement Agreement, except as otherwise provided in
Article V hereof and except that:

               (i)  in the event that Entergy shall consolidate with or merge
          with or into another corporation or shall transfer to another
          corporation or other person all or substantially all of its
          assets, this Agreement shall be transferred by Entergy to and
          shall be binding upon the corporation resulting from such
          consolidation or merger or the corporation or other person to
          which such transfer is made and, as a condition to such
          consolidation, merger or other transfer, such corporation or
          other person shall deliver to the Company and the Administrating
          Bank a written assumption, in form and substance satisfactory to
          the Administrating Bank, of Entergy's obligations and liabilities
          under this Agreement and an opinion of counsel to the effect that
          such instrument complies with the requirements hereof and
          constitutes a valid, legally binding and enforceable obligation
          of such corporation or other person; and

(ii) in the event that the Company shall consolidate with or
merge with or into another corporation or shall transfer to
another corporation or other person all or substantially all of
its assets, this Agreement shall be transferred by the Company to
and shall be binding upon the corporation resulting from such
consolidation or merger or the corporation or other person to
which such transfer is made and, as a condition to such
consolidation, merger or other transfer, such corporation or
other person shall deliver to the Administrating Bank a written
assumption, in form and substance satisfactory to the
Administrating Bank, of the Company's obligations and liabilities
under this Agreement and an opinion of counsel to the effect that
such instrument complies with the requirements hereof and
constitutes a valid, legally binding and enforceable obligation
of such corporation or other person.


                           ARTICLE V.
                SECURITY ASSIGNMENT AND AGREEMENT

     5.1. Assignment and Creation of Security Interest.  As security
for  (i) the due and punctual payment of the interest (including,
if  and  to  the  extent permitted by law,  interest  on  overdue
principal, premium and interest) and premium, if any, on, and the
principal  of,  the  Reimbursement Obligations  (whether  at  the
stated  maturity  thereof,  pursuant  to  mandatory  or  optional
prepayment,  by acceleration or otherwise) and (b)  the  due  and
punctual  payment  of  all  fees and costs,  expenses  and  other
amounts which may become payable by the Company under the Amended
and  Restated Reimbursement Agreement, together in each case with
all costs of collection thereof (all such amounts referred to  in
the foregoing clauses (i) and (ii) being hereinafter collectively
referred to as "Obligations Secured Hereby"), the Company  hereby
assigns  to  the  Administrating  Bank  and  creates  a  security
interest in favor of the Administrating Bank, for the benefit  of
the  LOC Banks, in (x) all of the Company's rights to receive all
moneys  paid, or caused to be paid, or to be paid or to be caused
to  be paid, to the Company by Entergy pursuant to Section 1.4 of
this  Agreement,  and  (y)  all other  claims,  rights  (but  not
obligations   or  duties),  powers,  privileges,  interests   and
remedies  of the Company (including, without limitation,  all  of
the Company's rights to receive all moneys paid, or caused to  be
paid,  or to be paid, or to be caused to be paid, to the  Company
by  Entergy  pursuant to Sections 1.2 and 1.3 of this Agreement),
whether arising under this Agreement or by statute or in  law  or
in  equity or otherwise, resulting from any failure by Entergy to
perform its obligations under this Agreement, but so far as  this
clause  (y)  is  concerned only to the extent  required  for  the
payment  when due and payable of the Obligations Secured  Hereby,
together in each case with full power and authority, in the  name
of  the  Administrating  Bank, or the  Company  as  assignor,  or
otherwise,  to demand payment of, enforce, collect,  receive  and
receipt  for  any  and all of the foregoing (the rights,  claims,
powers, privileges, interests and remedies referred to in  clause
(y) being hereinafter sometimes called the "Collateral") .

     5.2. Other Agreements.

          (a)  The Company will not assign the rights assigned in clause
(x)  of  Section 5.1 as security for any indebtedness other  than
the  Obligations  Secured Hereby and will not  assign  the  other
rights  assigned in Section 5.1 as security for any  indebtedness
other than the Obligations Secured Hereby, except as provided  in
paragraph (b) of this Section 5.2.

          (b)  The Company has secured its Indebtedness for Borrowed Money
represented by (i) loans made by certain banks as referred to  in
Whereas  Clause C hereof by the First, Fourth, Fifth  and  Eighth
Supplementary  Capital Funds Agreements, (ii)  the  First  Series
Bonds,  the  Second  Series Bonds, the Third  Series  Bonds,  the
Fourth  Series Bonds, the Seventh Series Bonds, the Eighth Series
Bonds,  the  Ninth  Series  Bonds, the Tenth  Series  Bonds,  the
Eleventh  Series Bonds, the Twelfth Series Bonds, the  Thirteenth
Series  Bonds, the Fourteenth Series Bonds, the Fifteenth  Series
Bonds,  the Sixteenth Series Bonds, the Seventeenth Series Bonds,
the  Eighteenth Series Bonds and the Nineteenth Series Bonds,  as
referred  to  in  Whereas Clause D hereof by the  Second,  Third,
Eleventh,   Thirteenth,   Sixteenth,   Seventeenth,   Eighteenth,
Nineteenth, Twentieth, Twenty-first, Twenty-fourth, Twenty-fifth,
Twenty-sixth, Twenty-seventh, Twenty-ninth, Thirtieth and Thirty-
first Supplementary Capital Funds Agreements, respectively, (iii)
loans  made by certain banks as referred to in Whereas  Clause  E
hereof  by  the  Sixth  and Seventh Supplementary  Capital  Funds
Agreements, respectively, (iv) the obligations under the Series A
Reimbursement Agreement as referred to in Whereas Clause F hereof
by  the  Ninth  Supplementary Capital Funds  Agreement,  (v)  the
obligations  under  the  Series  B  Reimbursement  Agreement   as
referred to in Whereas Clause G hereof by the Tenth Supplementary
Capital Funds Agreement, (vi) the obligations under the Series  C
Reimbursement Agreement as referred to in Whereas Clause H hereof
by  the Twelfth Supplementary Capital Funds Agreement, (vii)  the
Fifth  Series Bonds as referred to in Whereas Clause I hereof  by
the  Fourteenth Supplementary Capital Funds Agreement, (viii) the
Sixth  Series Bonds as referred to in Whereas Clause J hereof  by
the  Fifteenth  Supplementary Capital Funds Agreement,  (ix)  the
obligations under the 1988 Reimbursement Agreement as referred to
in  Whereas  Clause  K hereof by the Twenty-second  Supplementary
Capital  Funds  Agreement,  (x) the obligations  under  the  1991
Reimbursement Agreement as referred to in Whereas Clause L hereof
by  the Twenty-third Supplementary Capital Funds Agreement,  (xi)
the  obligations  under  the  1993  Reimbursement  Agreement   as
referred  to  in  Whereas Clause M hereof  by  the  Twenty-eighth
Supplementary Capital Funds Agreement, and (xii) the  obligations
under the 1996 Restated Reimbursement Agreement as referred to in
Whereas  Clause  N  hereof  by  the  Thirty-second  Supplementary
Capital  Funds  Agreement, and shall be entitled  to  secure  the
interest  and  premium, if any, on, and the principal  of,  other
Indebtedness  for  Borrowed Money of the Company  issued  by  the
Company  to  any  person  (except Entergy  or  any  affiliate  of
Entergy)  to finance the cost of the Project (including,  without
limitation, indebtedness outstanding under the Indenture)  or  to
refund   (including   any   successive   refundings)   any   such
Indebtedness  issued  for such purpose, the incurrence  of  which
Indebtedness  is  at the time permitted by the Indenture  (herein
called   "Additional   Indebtedness"),   by   entering   into   a
supplementary  capital funds agreement and assignment  including,
without limitation, the First through Twenty-eighth Supplementary
Capital  Funds  Agreements  (each  being  hereinafter  called  an
"Additional  Supplementary Agreement") with the holders  of  such
Additional  Indebtedness or representatives of  or  trustees  for
such holders, or both, as the case may be (hereinafter called  an
"Additional Assignee").  Each Additional Supplementary  Agreement
shall be substantially in the form of this Agreement, except that
there  shall  be  substituted  in such  Additional  Supplementary
Agreement appropriate references to such Additional Indebtedness,
such  Additional  Assignee and the agreement or instrument  under
which  such  Additional Indebtedness is issued  in  lieu  of  the
references  herein  to  the Reimbursement  Obligations,  the  LOC
Banks,  the Amended and Restated Reimbursement Agreement and  the
New   LOCS,   respectively,  and  such  Additional  Supplementary
Agreement   may  contain  such  other  provisions  as   are   not
inconsistent with this Agreement and do not adversely affect  the
rights hereunder of the LOC Banks.

(c)  Notwithstanding any provision of this Agreement to the
contrary, or any priority in time of creation, attachment or
perfection of a security interest, pledge or lien by the
Administrating Bank, or any provision of or filing or recording
under the Uniform Commercial Code or any other applicable law of
any jurisdiction, the Administrating Bank agrees that the claims
of the Administrating Bank under Sections 1.2 and 1.3 of this
Agreement and any security interest, pledge or lien in favor of
the Administrating Bank now or hereafter existing in and to the
Collateral shall rank pari passu with the claims of each
Additional Assignee under the corresponding sections of the
Additional Supplementary Agreement to which it is a party and any
security interest, pledge or lien in favor of such Additional
Assignee thereunder now or hereafter existing in and to the
Collateral, irrespective of the time or times at which prior,
concurrent or subsequent Additional Supplementary Agreements are
entered into in accordance with Section 5.2(b) hereof.

     5.3. Payments to the Administrating Bank.  The Company agrees
that,  if and whenever it shall make a demand to Entergy for  any
payment pursuant to Section 1.2, 1.3, or 1.4 of this Agreement or
pursuant  to  the  corresponding  provisions  of  any  Additional
Supplementary   Agreement,  it  will  separately   identify   the
respective portions of such payment, if any, required for (i) the
payment of Obligations Secured Hereby and (ii) the payment of any
other  amounts  then  due and payable in  respect  of  Additional
Indebtedness  and instruct Entergy (subject to the provisions  of
Section  5.4) to pay or cause to be paid the amount so identified
as  required  for  the  payment  of  Obligations  Secured  Hereby
directly to the Administrating Bank.  Any payments made or caused
to  be  made  by Entergy pursuant to Section 1.2 or 1.3  of  this
Agreement  or  pursuant to the corresponding  provisions  of  any
Additional Supplementary Agreement shall, to the extent necessary
to  satisfy  in full the assignment set forth in Section  5.1  of
this Agreement and the corresponding assignments set forth in the
Additional  Supplementary  Agreements,  be  made  pro   rata   in
proportion to the respective amounts secured by, and then due and
owing under, such assignments.

     5.4. Payments to the Company.  Notwithstanding the provisions of
Sections  5.1. and 5.3, unless and until the Administrating  Bank
shall have given written notice to Entergy of the occurrence  and
continuance  of any Reimbursement Event of Default or  Prepayment
Event  (as  defined  in  the Amended and  Restated  Reimbursement
Agreement), all moneys paid or to be paid to the Company pursuant
to  Sections  1.2, 1.3 and 1.4 of this Agreement  shall  be  paid
directly  to  the  Company and the Company  need  not  separately
identify  the  respective  portions of payments  as  provided  in
Section 5.3 hereof, provided that notice as to the amount of  any
such  payments or advances shall be given by the Company  to  the
Administrating Bank simultaneously with the demand by the Company
for any such payment.  If the Administrating Bank shall have duly
notified  Entergy  of  the occurrence of any  such  Reimbursement
Event of Default or Prepayment Event, such payments shall be made
in  the manner and in the amounts specified in Section 5.3 hereof
until  the Administrating Bank shall by further notice to Entergy
give  permission that all such payments may be made again to  the
Company,  such  permission  being  subject  to  revocation  by  a
subsequent notice pursuant to the first sentence of this  Section
5.4.  The  Administrating Bank shall give such permission  if  no
such Reimbursement Event of Default or Prepayment Event continues
to exist.

     5.5. Consent and Agreement of Entergy.

          (a)  Entergy hereby consents to the foregoing assignment and
agrees  with  the  Administrating Bank to make  payments  to  the
Administrating Bank in the amounts and in the manner specified in
Section 5.3 at the office of the Administrating Bank in New  York
City,  New  York, which is presently located at Loan  and  Agency
Services  Group, One Chase Manhattan Plaza, 8th Floor, New  York,
New York 10081.

          (b)  Subject to the provisions of Section 2.4 hereof, Entergy
agrees  that all payments made to the Administrating Bank  or  to
the  Company  as contemplated by Sections 5.3 and  5.4  shall  be
final as between Entergy and the LOC Banks or the Company, as the
case  may be, and that Entergy will not seek to recover from  any
LOC  Banks  for  any  reason whatsoever any moneys  paid  to  the
Administrating Bank by virtue of this Agreement, but the finality
of  any  such  payment  shall not prevent  the  recovery  of  any
overpayments  or mistaken payments which may be made  by  Entergy
unless  a Reimbursement Event of Default or Prepayment Event  has
occurred and is continuing, in which case any such overpayment or
mistaken  payment  shall not be recoverable but shall  constitute
Subordinated Indebtedness of the Company to Entergy.

                           ARTICLE VI.

                           AMENDMENTS

     6.1. Restrictions on Amendments.  This Agreement may not  be
amended,  waived,  modified,  discharged  or  otherwise   changed
orally.   It  may  be  amended, waived, modified,  discharged  or
otherwise  changed only by a written instrument  which  has  been
signed  by all the parties hereto and which has been approved  by
the  Administrating  Bank or which does not materially  adversely
affect the rights of the LOC Banks.

     6.2. Administrating Bank's Execution.  The Administrating Bank
shall,  at  the  request of the Company, execute  any  instrument
amending,  waiving, modifying, discharging or otherwise  changing
this Agreement (a) as to which the Administrating Bank shall have
received an opinion of counsel to the effect that such instrument
has  been  duly  authorized by Entergy and  the  Company  and  is
permitted  by  the  provisions  of  Section  6.1  and  that  this
Agreement, as amended, waived, modified, discharged or  otherwise
changed  by  such instrument, constitutes valid, legally  binding
and  enforceable obligations of the Company and Entergy, and  (b)
which  shall have been executed by Entergy and the Company.   The
Administrating Bank shall be fully protected in relying upon  the
aforesaid opinion.

                          ARTICLE VII.

                             NOTICES

     7.1. Notices, Etc., in Writing.  All notices, consents, requests
and  other documents authorized or permitted to be given pursuant
to this Agreement shall be given in writing and either personally
served  on the party to whom (or an officer of a corporate party)
it  is  given  or  mailed by registered or certified  first-class
mail, postage prepaid, or sent by telex or telegram, addressed as
follows:

     If to System Energy Resources, Inc., to:

                    Box 61000
                    New Orleans, LA 70113
                    Attention: Treasurer

     If to Entergy Corporation, to:

                    639 Loyola Avenue
                    New Orleans, Louisiana 70113
                    Attention: Treasurer

     If to the Administrating Bank, to:

                    The Chase Manhattan Bank
                    270 Park Avenue
                    New York, New York 10017
                    Attention: Mr. Jaimin Patel

     with copies to each party.

     7.2.  Delivery, Etc.  Notices, consents, requests and  other
documents  shall  be  deemed given or served  or  submitted  when
delivered or, if mailed as provided in Section 7.1 hereof, on the
third  day  after  the day of mailing, or if  sent  by  telex  or
telegram,  24  hours  after the time of dispatch.   A  party  may
change its address for the receipt of notices, consents, requests
and  other documents at any time by giving notice thereof to  the
other  parties.   Any notice, consent, request or other  document
given hereunder may be signed on behalf of any party by any  duly
authorized representative of that party.

                          ARTICLE VIII.



                           ENFORCEMENT

     8.1. Enforcement Action.  At any time when a Reimbursement Event
of  Default  or Prepayment Event under the Amended  and  Restated
Reimbursement  Agreement  has occurred  and  is  continuing,  the
Administrating Bank may proceed, in its own name, or as agent  or
otherwise, to protect and enforce its rights, those of the  other
LOC  Banks and those of the Company under this Agreement by  suit
in  equity,  action  at  law  or other  appropriate  proceedings,
whether for the specific performance of any covenant or agreement
contained in this Agreement or otherwise, and whether or not  the
Company shall have complied with any of the provisions hereof  or
proceeded  to  take  any  action authorized  or  permitted  under
applicable law.  Each and every remedy of the LOC Banks shall, to
the  extent  permitted  by law, be cumulative  and  shall  be  in
addition to any other remedy given hereunder or under the Amended
and Restated Reimbursement Agreement or now or hereafter existing
at law or in equity or by statute.

          8.2.  Attorney-in-Fact.  The Company hereby constitutes
the   Administrating   Bank  its  true   and   lawful   attorney,
irrevocably,  with  full  power  (in  such  attorney's  name   or
otherwise), at any time when a Reimbursement Event of Default  or
Prepayment  Event  under  the Amended and Restated  Reimbursement
Agreement has occurred and is continuing, to enforce any  of  the
obligations  contained herein or to take any action or  institute
any  proceedings  which  to  the  Administrating  Bank  may  seem
necessary or advisable in the premises.

                           ARTICLE IX.

                          SEVERABILITY

          If  any provision or provisions of this Agreement shall
be  held  to be invalid, illegal or unenforceable, the  validity,
legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

                           ARTICLE X.

                          GOVERNING LAW

          This  Agreement shall be governed by and  construed  in
accordance with the laws of the State of New York.

                           ARTICLE XI.

                           SUCCESSION

          Subject  to Article IV hereof, this Agreement shall  be
binding  upon and inure to the benefit of the parties hereto  and
their  respective  successors  and  assigns,  but  no  assignment
hereof,  or of any right to any funds due or to become due  under
this Agreement, shall in any event relieve the Company or Entergy
of their respective obligations hereunder.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement  to  be  duly  executed by  their  respective  officers
thereunto  duly  authorized as of the day and  year  first  above
written.

                              ENTERGY CORPORATION

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

                              SYSTEM ENERGY RESOURCES, INC.,

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


                              THE CHASE MANHATTAN BANK, as
                              Administrating Bank,


                              By:   /s/Jaimin Patel
                              Name:     Jaimin Patel
                              Title:    Vice President