Exhibit 4(a) 17
				



								 


			U.S. $300,000,000


		      AMENDED AND RESTATED
			CREDIT AGREEMENT
		  Dated as of December 12, 1996


			      Among

		       ENTERGY CORPORATION

			   as Borrower

		     THE BANKS NAMED HEREIN


			    as Banks

			       and

			 CITIBANK, N.A.

			    as Agent


								 
<PAGE>
				
		      AMENDED AND RESTATED
			CREDIT AGREEMENT

		  Dated as of December 12, 1996


      THIS  AMENDED  AND RESTATED CREDIT AGREEMENT among  ENTERGY
CORPORATION, a Delaware corporation (the  Borrower ),  the  banks
(the  Banks ) listed on the signature pages hereof, and Citibank,
N.A. ( Citibank ), as agent (the  Agent ).

		      W I T N E S S E T H:

      WHEREAS, the Borrower, the Banks and the Agent entered into
a  Credit  Agreement, dated as of October 10, 1995 (the  Original
Credit Agreement ).

     WHEREAS, the Borrower has requested that the Lenders and the
Agent amend certain provisions of the Original Credit Agreement.

      WHEREAS, the Agent and the Majority Lenders are willing  to
amend  the  Original  Credit Agreement to provide  as  set  forth
below.

      NOW,  THEREFORE,  the parties hereto, in  consideration  of
their mutual covenants and agreements hereinafter set forth,  and
subject  to  the condition set forth in Section 8.06,  do  hereby
agree  that the Original Credit Agreement is amended and restated
in its entirety to read as follows:

			    ARTICLE I

		DEFINITIONS AND ACCOUNTING TERMS
				
		DEFINITIONS AND ACCOUNTING TERMS;

      SECTION  1.1.   Certain Defined Terms.   As  used  in  this
Agreement, the following terms shall have the following  meanings
(such meanings to be equally applicable to both the singular  and
plural forms of the terms defined):

	    Adjusted CD Rate  means, for any Interest Period  for
     each  Adjusted  CD  Rate Advance made as part  of  the  same
     Contract Borrowing, an interest rate per annum equal to  the
     sum of:

	   (a)   the rate per annum obtained by dividing (i)  the
     rate  of  interest determined by the Agent to be the average
     (rounded upward to the nearest whole multiple of 1/100 of 1%
     per  annum, if such average is not such a multiple)  of  the
     consensus bid rate determined by each of the Reference Banks
     for  the  bid rates per annum, at 9:00 A.M. (New  York  City
     time)  (or  as soon thereafter as practicable) on the  first
     day  of  such  Interest Period, of New York  certificate  of
     deposit  dealers  of recognized standing  selected  by  such
     Reference   Bank  for  the  purchase  at   face   value   of
     certificates of deposit of such Reference Bank in an  amount
     substantially  equal to such Reference Bank  s  Adjusted  CD
     Rate  Advance  made as part of such Contract  Borrowing  and
     with  a  maturity equal to such Interest Period,  by  (i)  a
     percentage equal to 100% minus the Adjusted CD Rate  Reserve
     Percentage for such Interest Period, plus

	  (a)  the Assessment Rate for such Interest Period.

     The  Adjusted  CD  Rate  for the Interest  Period  for  each
     Adjusted  CD Rate Advance made as part of the same  Contract
     Borrowing shall be determined by the Agent on the  basis  of
     applicable rates furnished to and received by the Agent from
     the  Reference  Banks  on the first  day  of  such  Interest
     Period, subject, however, to the provisions of Section 2.09.

	    Adjusted  CD  Rate Advance  means a Contract  Advance
     that bears interest as provided in Section 2.07(b).

	    Adjusted CD Rate Reserve Percentage  for the Interest
     Period for each Adjusted CD Rate Advance made as part of the
     same   Contract  Borrowing  means  the  reserve   percentage
     applicable  on the first day of such Interest  Period  under
     regulations  issued  from  time to  time  by  the  Board  of
     Governors  of the Federal Reserve System (or any  successor)
     for  determining the maximum reserve requirement (including,
     but  not  limited to, any emergency, supplemental  or  other
     marginal  reserve  requirement) for a  member  bank  of  the
     Federal  Reserve  System  in New  York  City  with  deposits
     exceeding  one  billion dollars with respect to  liabilities
     consisting  of  or including (among other liabilities)  U.S.
     dollar nonpersonal time deposits in the United States with a
     maturity equal to such Interest Period.

	    Advance   means  a  Contract Advance  or  an  Auction
     Advance.

	    Affiliate  means, as to any Person, any other  Person
     that, directly or indirectly, controls, is controlled by  or
     is under common control with such Person or is a director or
     officer of such Person.

	    Agreement   means  this Amended and  Restated  Credit
     Agreement, as amended, supplemented or modified from time to
     time.

	   Applicable Lending Office  means, with respect to each
     Lender, such Lender s Domestic Lending Office in the case of
     a  Base Rate Advance, such Lender s CD Lending Office in the
     case  of  an  Adjusted CD Rate Advance, and  such  Lender  s
     Eurodollar  Lending Office in the case of a Eurodollar  Rate
     Advance  and, in the case of an Auction Advance, the  office
     of  such Lender notified by such Lender to the Agent as  its
     Applicable  Lending  Office with  respect  to  such  Auction
     Advance.

	    Applicable  Margin   means,  on  any  date,  for  any
     Adjusted  CD  Rate Advance or Eurodollar Rate  Advance,  the
     interest  rate  per  annum set forth  below,  determined  by
     reference to the combined Senior Debt Ratings from  time  to
     time  of the two Significant Subsidiaries (other than  SERI)
     having the highest Senior Debt Ratings.

		   Significant Subsidiary with
		   highest Senior Debt Rating


			       A- and A3      BBB+ and   BBB- and
		Senior         or above       Baa1 or    Baa3 or
		Debt                          BBB and    split rated
		Ratings                       Baa2          above 
					      or split   BB+ and/or   
					      rated      Ba1 or 
					      above      below or 
							 unrated
							 
		A- and A3      E--0.35%      E--0.40%    E--0.48%    E--0.75%
		 or above      CD-0.475%     CD--0.525%  CD--0.605%
				  
			       
			    
							CD--0.875%
Significant     BBB+ and                                   
Subsidiary      Baa1 or        E--0.40%      E--0.45%   E--0.50%    E--0.80%
with next       BBB and Baa2   CD--0.525%    CD--0.575% CD--0.655%
highest            or      
Senior          split rated
Debt Rating     above
							CD--0.925%
		BBB- and                                   
		Baa3 or        E--0.48%      E--0.50%   E--0.55%    E--0.875%
		split          CD-0.605%     CD--0.655% CD--0.675%
		rated                                          
		above                           
							CD--1.00%
		BB+ and/or                                 
		Ba1 or          E--0.75%     E--0.80%   E--0.875%  E--0.875%
		below or        CD-0.875%    CD--0.925% CD--1.00%
		unrated                                 CD--1.00%


E  =  Eurodollar Rate Advance Margin
CD =  Adjusted CD Rate Advance Margin

     Any change in the Applicable Margin will be effective as  of
     the  date  on  which S&P or Moody s, as  the  case  may  be,
     announces the applicable change in any Senior Debt Rating.

	    Assessment  Rate  for the Interest  Period  for  each
     Adjusted  CD Rate Advance made as part of the same  Contract
     Borrowing means the annual assessment rate estimated by  the
     Agent  on  the  first  day  of  such  Interest  Period   for
     determining  the then current annual assessment  payable  by
     Citibank  to  the Federal Deposit Insurance Corporation  (or
     any successor) for insuring U.S. dollar deposits of Citibank
     in the United States.

	    Assignment  and Acceptance  means an  assignment  and
     acceptance entered into by a Lender and an assignee of  that
     Lender, and accepted by the Agent, in substantially the form
     of Exhibit C hereto.

	    Auction Advance  means an advance by a Lender to  the
     Borrower as part of an Auction Borrowing resulting from  the
     auction bidding procedure described in Section 2.03.

	    Auction  Borrowing  means a borrowing  consisting  of
     simultaneous Auction Advances from each of the Lenders whose
     offer  to make one or more Auction Advances as part of  such
     borrowing  has  been  accepted by  the  Borrower  under  the
     auction bidding procedure described in Section 2.03.

	    Auction Note  means a promissory note of the Borrower
     payable  to  the  order of any Lender, in substantially  the
     form  of Exhibit A-2 hereto, evidencing the indebtedness  of
     the  Borrower  to  such  Lender resulting  from  an  Auction
     Advance made by such Lender.

	    Auction  Reduction   has  the  meaning  specified  in
     Section 2.01.

	    Base  Rate   means,  for  any period,  a  fluctuating
     interest rate per annum at all times equal to the higher of:

	   (a)   the  rate  of  interest  announced  publicly  by
     Citibank  in  New  York, New York, from  time  to  time,  as
     Citibank s base rate; and

	   (a)   1/2 of 1% per annum above the Federal Funds Rate
     in effect from time to time.

	    Base  Rate  Advance  means a Contract  Advance  which
     bears interest as provided in Section 2.07(a).

	    Borrowing   means a Contract Borrowing or an  Auction
     Borrowing.

	    Business Day  means a day of the year on which  banks
     are  not  required or authorized to close in New  York  City
     and,   if  the  applicable  Business  Day  relates  to   any
     Eurodollar  Rate Advances, on which dealings are carried  on
     in the London interbank market.

	     Capitalization    means,   as   of   any   date   of
     determination,  with  respect  to  the  Borrower   and   its
     subsidiaries determined on a consolidated basis,  an  amount
     equal  to the sum of (i) the total principal amount  of  all
     Debt  of  the  Borrower and its subsidiaries outstanding  on
     such  date, (i) Consolidated Net Worth as of such  date  and
     (i)  to the extent not otherwise included in Capitalization,
     all  preferred stock and other preferred securities  of  the
     Borrower   and   its   subsidiaries,   including   preferred
     securities  issued by any subsidiary trust,  outstanding  on
     such date.

	    CD Lending Office  means, with respect to any Lender,
     the  office  of  such Lender specified as  its   CD  Lending
     Office   opposite its name on Schedule I hereto  or  in  the
     Assignment  and  Acceptance pursuant to which  it  became  a
     Lender  (or,  if no such office is specified,  its  Domestic
     Lending Office), or such other office of such Lender as such
     Lender may from time to time specify to the Borrower and the
     Agent.

	   Commitment  has the meaning specified in Section 2.01.

	    Consolidated Net Worth  means the sum of the  capital
     stock (excluding treasury stock and capital stock subscribed
     for  and  unissued) and surplus (including  earned  surplus,
     capital  surplus and the balance of the current  profit  and
     loss  account  not transferred to surplus) accounts  of  the
     Borrower  and  its subsidiaries appearing on a  consolidated
     balance  sheet of the Borrower and its subsidiaries prepared
     as of the date of determination in accordance with generally
     accepted accounting principles consistent with those applied
     in  the preparation of the financial statements referred  to
     in  Section  4.01(e),  after  eliminating  all  intercompany
     transactions  and  all  amounts  properly  attributable   to
     minority  interests,  if any, in the stock  and  surplus  of
     subsidiaries.

	    Contract Advance  means an advance by a Lender to the
     Borrower  as part of a Contract Borrowing and refers  to  an
     Adjusted  CD  Rate  Advance,  a  Base  Rate  Advance  or   a
     Eurodollar Rate Advance, each of which shall be a  Type   of
     Contract Advance.

	    Contract  Borrowing  means a borrowing consisting  of
     simultaneous Contract Advances of the same Type made by each
     of  the  Lenders  pursuant  to  Section  2.01  or  Converted
     pursuant to Section 2.09 or 2.10.

	   Contract Note  means a promissory note of the Borrower
     payable  to  the  order of any Lender, in substantially  the
     form   of  Exhibit  A-1  hereto,  evidencing  the  aggregate
     indebtedness  of the Borrower to such Lender resulting  from
     the Contract Advances made by such Lender.

	   Convert , Conversion  and  Converted  each refers to a
     conversion  of  Contract Advances of one Type into  Contract
     Advances of another Type or the selection of a new,  or  the
     renewal  of  the  same, Interest Period for Eurodollar  Rate
     Advances  or CD Rate Advances, as the case may be,  pursuant
     to Section 2.09 or 2.10.

	    Debt   of any Person means (without duplication)  all
     liabilities,    obligations   and   indebtedness    (whether
     contingent  or  otherwise) of such Person (i)  for  borrowed
     money  or  evidenced by bonds, debentures, notes,  or  other
     similar instruments, (i) to pay the deferred purchase  price
     of   property  or  services  (other  than  such  obligations
     incurred  in  the ordinary course of business  on  customary
     trade  terms,  provided that such obligations are  not  more
     than  30  days  past due), (i) as lessee under leases  which
     shall  have been or should be, in accordance with  generally
     accepted accounting principles, recorded as capital  leases,
     (i)  under  reimbursement agreements or  similar  agreements
     with  respect  to the issuance of letters of  credit  (other
     than  obligations in respect of letters of credit opened  to
     provide  for  the payment of goods or services purchased  in
     the  ordinary  course of business), (i) under  any  Guaranty
     Obligations  and  (i)  liabilities in  respect  of  unfunded
     vested benefits under plans covered by Title IV of ERISA.

	    Domestic Lending Office  means, with respect  to  any
     Lender, the office of such Lender specified as its  Domestic
     Lending Office  opposite its name on Schedule I hereto or in
     the Assignment and Acceptance pursuant to which it became  a
     Lender,  or such other office of such Lender as such  Lender
     may from time to time specify to the Borrower and the Agent.

	    Eligible  Assignee  means a Person (a)  (i)  that  is
     (A) a commercial bank organized under the laws of the United
     States,  or  any State thereof, and having total  assets  in
     excess  of  $500,000,000;  (A) a commercial  bank  organized
     under the laws of any other country which is a member of the
     OECD,  or  a political subdivision of any such country,  and
     having total assets in excess of $500,000,000, provided that
     such  bank  is acting through a branch or agency located  in
     the  United States or another country which is also a member
     of  OECD; or (A) a Lender or a commercial bank Affiliate  of
     any  Lender immediately prior to an assignment and (i) whose
     long-term public senior debt securities are rated  at  least
     BBB-  by Standard & Poor s Corporation or at least  Baa3" by
     Moody s Investors Service, Inc.; or (a) that is approved  by
     the  Borrower  (whose  approval shall  not  be  unreasonably
     withheld), the Agent and the Majority Lenders.

	     Entergy  Arkansas   means  Entergy  Arkansas,  Inc.,
     formerly   Arkansas  Power  &  Light  Company,  an  Arkansas
     corporation.

	    Entergy Gulf States  means Entergy Gulf States, Inc.,
     formerly Gulf States Utilities Company, a Texas corporation.

	    Entergy  Louisiana   means Entergy  Louisiana,  Inc.,
     formerly  Louisiana  Power  &  Light  Company,  a  Louisiana
     corporation.

	    Entergy Mississippi  means Entergy Mississippi, Inc.,
     formerly  Mississippi Power & Light Company,  a  Mississippi
     corporation.
	    Entergy New Orleans  means Entergy New Orleans, Inc.,
     formerly  New  Orleans  Public  Service  Inc.,  a  Louisiana
     corporation.

	    Environmental Laws  means any federal, state or local
     laws,  ordinances  or codes, rules, orders,  or  regulations
     relating  to  pollution or protection  of  the  environment,
     including,  without limitation, laws relating  to  hazardous
     substances,  laws  relating  to  reclamation  of  land   and
     waterways   and  laws  relating  to  emissions,  discharges,
     releases or threatened releases of pollutants, contaminants,
     chemicals,  or industrial, toxic or hazardous substances  or
     wastes  into the environment (including, without limitation,
     ambient  air, surface water, ground water, land  surface  or
     subsurface strata) or otherwise relating to the manufacture,
     processing, distribution, use, treatment, storage, disposal,
     transport or handling of pollution, contaminants, chemicals,
     or industrial, toxic or hazardous substances or wastes.

	    ERISA   means the Employee Retirement Income Security
     Act  of  1974,  as  amended  from  time  to  time,  and  the
     regulations promulgated and rulings issued thereunder,  each
     as amended and modified from time to time.

	   ERISA Affiliate  of a person or entity means any trade
     or  business (whether or not incorporated) that is a  member
     of  a  group of which such person or entity is a member  and
     that  is  under  common control with such person  or  entity
     within  the  meaning of Section 414 of the Internal  Revenue
     Code  of  1986, and the regulations promulgated and  rulings
     issued thereunder, each as amended or modified from time  to
     time.

	    ERISA Plan  means an employee benefit plan maintained
     for  employees of any Person or any ERISA Affiliate of  such
     Person subject to Title IV of ERISA.

	    ERISA Termination Event  means (i) a Reportable Event
     described  in  Section  4043 of ERISA  and  the  regulations
     issued thereunder (other than a Reportable Event not subject
     to  the  provision for 30-day notice to PBGC),  or  (i)  the
     withdrawal  of  the Borrower or any of its ERISA  Affiliates
     from  an ERISA Plan during a plan year in which the Borrower
     or  any  of its ERISA Affiliates was a  substantial employer
     as defined in Section 4001(a)(2) of ERISA, or (i) the filing
     of  a  notice  of intent to terminate an ERISA Plan  or  the
     treatment of an ERISA Plan amendment as a termination  under
     Section 4041 of ERISA, or (i) the institution of proceedings
     to  terminate  an  ERISA Plan by the PBGC or  to  appoint  a
     trustee to administer any ERISA Plan, or (i) any other event
     or   condition   that   would   constitute   grounds   under
     Section  4042  of  ERISA  for the  termination  of,  or  the
     appointment of a trustee to administer any ERISA Plan.

	    Eurocurrency Liabilities  has the meaning assigned to
     that  term in Regulation D of the Board of Governors of  the
     Federal Reserve System, as in effect from time to time.

	    Eurodollar Lending Office  means, with respect to any
     Lender,  the  office  of  such  Lender  specified   as   its
     Eurodollar  Lending Office  opposite its name on Schedule  I
     hereto or in the Assignment and Acceptance pursuant to which
     it  became a Lender (or, if no such office is specified, its
     Domestic  Lending  Office), or such  other  office  of  such
     Lender  as such Lender may from time to time specify to  the
     Borrower and the Agent.

	    Eurodollar Rate  means, for the Interest  Period  for
     each  Eurodollar  Rate Advance made  as  part  of  the  same
     Contract Borrowing, an interest rate per annum equal to  the
     average  (rounded  upward to the nearest whole  multiple  of
     1/16  of  1%  per  annum,  if such average  is  not  such  a
     multiple)  of the rate per annum at which deposits  in  U.S.
     dollars are offered by the principal office of each  of  the
     Reference  Banks in London, England, to prime banks  in  the
     London  interbank  market at 11:00 A.M.  (London  time)  two
     Business  Days before the first day of such Interest  Period
     in  an  amount substantially equal to such Reference Bank  s
     Eurodollar  Rate  Advance  made as  part  of  such  Contract
     Borrowing  and  for a period equal to such Interest  Period.
     The  Eurodollar  Rate  for  the  Interest  Period  for  each
     Eurodollar  Rate Advance made as part of the  same  Contract
     Borrowing shall be determined by the Agent on the  basis  of
     applicable rates furnished to and received by the Agent from
     the  Reference Banks two Business Days before the first  day
     of such Interest Period, subject, however, to the provisions
     of Section 2.09.

	   Eurodollar Rate Advance  means a Contract Advance that
     bears interest as provided in Section 2.07(c).

	    Eurodollar Rate Reserve Percentage  of any Lender for
     the  Interest  Period for any Eurodollar Rate Advance  means
     the  reserve  percentage  applicable  during  such  Interest
     Period  (or  if more than one such percentage  shall  be  so
     applicable, the daily average of such percentages for  those
     days   in  such  Interest  Period  during  which  any   such
     percentage shall be so applicable) under regulations  issued
     from  time to time by the Board of Governors of the  Federal
     Reserve  System  (or  any  successor)  for  determining  the
     maximum  reserve requirement (including, without limitation,
     any   emergency,  supplemental  or  other  marginal  reserve
     requirement) for such Lender with respect to liabilities  or
     assets  consisting of or including Eurocurrency  Liabilities
     having a term equal to such Interest Period.

	    Events  of  Default   has the  meaning  specified  in
     Section 6.01.

	     Federal  Funds  Rate   means,  for  any  period,   a
     fluctuating  interest  rate per annum  equal  for  each  day
     during  such period to the weighted average of the rates  on
     overnight  Federal funds transactions with  members  of  the
     Federal Reserve System arranged by Federal funds brokers, as
     published  for such day (or, if such day is not  a  Business
     Day,  for  the next preceding Business Day) by  the  Federal
     Reserve  Bank  of  New  York, or, if such  rate  is  not  so
     published  for any day which is a Business Day, the  average
     of the quotations for such day on such transactions received
     by  the Agent from three Federal funds brokers of recognized
     standing selected by it.

	   Fee Letter  means that certain letter agreement, dated
     October 10, 1995, between the Borrower and the Agent.

	    Guaranty  Obligations  means (i) direct  or  indirect
     guaranties  in  respect of, and obligations to  purchase  or
     otherwise acquire, or otherwise to assure a creditor against
     loss  in  respect  of,  Debt of any  Person  and  (i)  other
     guaranty  or similar obligations in respect of the financial
     obligations   of  others,  including,  without   limitation,
     Support Obligations.

	   Interest Period  means, for each Contract Advance made
     as   part  of  the  same  Contract  Borrowing,  the   period
     commencing on the date of such Contract Advance or the  date
     of  the  Conversion  of any Contract  Advance  into  such  a
     Contract  Advance and ending on the last day of  the  period
     selected  by  the Borrower pursuant to the provisions  below
     and,  thereafter, each subsequent period commencing  on  the
     last  day  of the immediately preceding Interest Period  and
     ending  on  the  last  day  of the period  selected  by  the
     Borrower pursuant to the provisions below.  The duration  of
     each such Interest Period shall be 30, 60, 90 or 180 days in
     the  case of an Adjusted CD Rate Advance, and 1, 2, 3  or  6
     months  in  the case of a Eurodollar Rate Advance,  in  each
     case  as the Borrower may, upon notice received by the Agent
     not  later than 11:00 A.M. (New York City time) on the third
     Business Day prior to the first day of such Interest Period,
     select; provided, however, that:

		(i)   the  Borrower may not select  any  Interest
	  Period that ends after the Termination Date;

		(i)  Interest Periods commencing on the same date
	  for Contract Advances made as part of the same Contract
	  Borrowing shall be of the same duration; and

		(i)  whenever the last day of any Interest Period
	  would  otherwise occur on a day other than  a  Business
	  Day,  the  last  day of such Interest Period  shall  be
	  extended to occur on the next succeeding Business  Day,
	  provided,  in  the case of any Interest  Period  for  a
	  Eurodollar  Rate Advance, that if such extension  would
	  cause the last day of such Interest Period to occur  in
	  the next following calendar month, the last day of such
	  Interest  Period  shall  occur on  the  next  preceding
	  Business Day.

	    Junior  Subordinated  Debentures   means  any  junior
     subordinated  deferrable interest debentures issued  by  any
     Significant Subsidiary or Entergy New Orleans from  time  to
     time.

	   Lenders  means the Banks listed on the signature pages
     hereof  and  each Person that shall become  a  party  hereto
     pursuant to Section 8.07.

	    Lien  means, with respect to any asset, any mortgage,
     lien,  pledge,  charge, security interest or encumbrance  of
     any kind in respect of such asset.  For the purposes of this
     Agreement,  a  Person  or any of its subsidiaries  shall  be
     deemed  to  own, subject to a Lien, any asset  that  it  has
     acquired  or  holds subject to the interest of a  vendor  or
     lessor  under any conditional sale agreement, capital  lease
     or other title retention agreement relating to such asset.

	   Majority Lenders  means at any time Lenders holding at
     least  66-2/3% of the then aggregate unpaid principal amount
     of  the  Contract  Notes held by Lenders,  or,  if  no  such
     principal  amount  is then outstanding,  Lenders  having  at
     least  66-2/3% of the Commitments (without giving effect  to
     any  termination  in  whole of the Commitments  pursuant  to
     Section  6.02), provided, that for purposes hereof,  neither
     the  Borrower, nor any of its Affiliates, if a Lender, shall
     be  included in (i) the Lenders holding such amount  of  the
     Contract  Advances or having such amount of the  Commitments
     or  (i) determining the aggregate unpaid principal amount of
     the Contract Advances or the total Commitments.

	    Moody s  means Moody s Investors Service, Inc. or any
     successor thereto.

	    Multiemployer Plan  means a  multiemployer  plan   as
     defined in Section 4001(a)(3) of ERISA to which the Borrower
     or  any  ERISA Affiliate is making or accruing an obligation
     to  make  contributions, or has within any of the  preceding
     three  plan  years  made or accrued an  obligation  to  make
     contributions.

	   Non-Recourse Debt  means any Debt of any subsidiary of
     the  Borrower that does not constitute Debt of the Borrower,
     any Significant Subsidiary or Entergy New Orleans.

	   Note  means a Contract Note or an Auction Note.

	     Notice   of  Contract  Borrowing   has  the  meaning
     specified in Section 2.02(a).

	   Notice of Auction Borrowing  has the meaning specified
     in Section 2.03(a).

	    OECD  means the Organization for Economic Cooperation
     and Development.

	   Original Credit Agreement  has the meaning assigned to
     that term in the recitals to this Agreement.

	    PBGC   means the Pension Benefit Guaranty Corporation
     and  any  entity succeeding to any or all of  its  functions
     under ERISA.
     
	    Person  means an individual, partnership, corporation
     (including  a  business trust), joint stock company,  trust,
     unincorporated association, joint venture or  other  entity,
     or  a  government  or  any political subdivision  or  agency
     thereof.

	   Prepayment Event  means the occurrence of any event or
     the  existence  of  any  condition under  any  agreement  or
     instrument  relating to any Debt of the  Borrower  or  of  a
     Significant  Subsidiary that, in either case, is outstanding
     in  a  principal  amount  in excess of  $50,000,000  in  the
     aggregate,  which  occurrence  or  event  results   in   the
     declaration of such Debt being due and payable, or  required
     to  be prepaid (other than by a regularly scheduled required
     prepayment), prior to the stated maturity thereof.

	    Reference Banks  means Citibank, The Bank of New York
     and Union Bank of Switzerland.

	      Register     has   the   meaning    specified    in
     Section 8.07(c).

	    Reportable  Event  has the meaning assigned  to  that
     term in Title IV of ERISA.

	    S&P   means  Standard & Poor s Rating  Group  or  any
     successor thereto.

	    SEC   means the United States Securities and Exchange
     Commission.

	      SEC   Order    has   the   meaning   specified   in
     Section 3.01(a)(iii).

	    Senior  Debt  Rating  means, as to  any  Person,  the
     rating assigned by Moody s or S&P to the senior secured long-
     term debt of such Person.

	     SERI   means  Systems  Energy  Resources,  Inc.,  an
     Arkansas corporation.

	     Significant  Subsidiary   means  Entergy   Arkansas,
     Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
     SERI and any other domestic regulated utility subsidiary  of
     the  Borrower:   (i)  the total assets  (after  intercompany
     eliminations) of which exceed 5% of the total assets of  the
     Borrower and its subsidiaries or (i) the net worth of  which
     exceeds 5% of the Consolidated Net Worth of the Borrower and
     its  subsidiaries, in each case as shown on the most  recent
     audited  consolidated balance sheet of the Borrower and  its
     subsidiaries.

	    Support  Obligations  means any financial obligation,
     contingent  or  otherwise,  of any  Person  guaranteeing  or
     otherwise  supporting any Debt or other  obligation  of  any
     other  Person in any manner, whether directly or indirectly,
     and  including, without limitation, any obligation  of  such
     Person,  direct  or  indirect, (i) to purchase  or  pay  (or
     advance or supply funds for the purchase or payment of) such
     Debt  or to purchase (or to advance or supply funds for  the
     purchase  of)  any security for the payment  of  such  Debt,
     (i)  to  purchase property, securities or services  for  the
     purpose of assuring the owner of such Debt of the payment of
     such  Debt, (i) to maintain working capital, equity capital,
     available cash or other financial statement condition of the
     primary obligor so as to enable the primary obligor  to  pay
     such Debt, (i) to provide equity capital under or in respect
     of  equity  subscription arrangements so as  to  assure  any
     Person  with  respect to the payment of  such  Debt  or  the
     performance of such obligation, or (i) to provide  financial
     support  for  the  performance of, or  to  arrange  for  the
     performance  of, any non-monetary obligations or  non-funded
     debt  payment  obligations (including,  without  limitation,
     guaranties of payments under power purchase or other similar
     arrangements) of the primary obligor.

	    Termination  Date  means October 10,  1998,  or  such
     later  date  that  may  be established  from  time  to  time
     pursuant  to  Section 2.17 hereof, or, in either  case,  the
     earlier  date  of  termination in whole of  the  Commitments
     pursuant to Section 2.05 or Section 6.02 hereof.

	    Yield   means, for any Auction Advance, the effective
     rate per annum at which interest on such Auction Advance  is
     payable, computed on the basis of a year of 360 days for the
     actual number of days (including the first day but excluding
     the  last  day)  occurring  in the  period  for  which  such
     interest is payable.

       SECTION  1.2.   Computation  of  Time  Periods.   In  this
Agreement  in the computation of periods of time from a specified
date  to a later specified date, the word  from  means  from  and
including   and  the words  to  and  until  each  means   to  but
excluding .

      SECTION  1.3.  Accounting Terms.  All accounting terms  not
specifically defined herein shall be construed in accordance with
generally  accepted accounting principles consistent  with  those
applied  in the preparation of the financial statements  referred
to in Section 4.01(e) hereof.


			   ARTICLE II

		AMOUNTS AND TERMS OF THE ADVANCES
				
	       AMOUNTS AND TERMS OF THE ADVANCES;

      SECTION 2.1.  The Contract Advances.  Each Lender severally
agrees,  on  the terms and conditions hereinafter set  forth,  to
make  Contract Advances to the Borrower from time to time on  any
Business  Day  during the period from the date hereof  until  the
Termination Date in an aggregate amount not to exceed at any time
outstanding  the  amount  set opposite  such  Lender  s  name  on
Schedule  III  hereto  or, if such Lender has  entered  into  any
Assignment  and  Acceptance, set forth for  such  Lender  in  the
Register maintained by the Agent pursuant to Section 8.07(c),  as
such  amount may be reduced pursuant to Section 2.05 (such Lender
s   Commitment  ),  provided that the  aggregate  amount  of  the
Commitments of the Lenders shall be deemed used from time to time
to  the  extent  of the aggregate amount of the Auction  Advances
then  outstanding and such deemed use of the aggregate amount  of
the Commitments shall be applied to the Lenders ratably according
to their respective Commitments (such deemed use of the aggregate
amount  of the Commitments being an  Auction Reduction  ).   Each
Contract Borrowing shall be in an amount not less than $5,000,000
or an integral multiple of $1,000,000 in excess thereof and shall
consist of Contract Advances of the same Type and, in the case of
Eurodollar Rate Advances or Adjusted CD Rate Advances, having the
same  Interest Period made or Converted on the same  day  by  the
Lenders   ratably  according  to  their  respective  Commitments.
Within  the limits of each Lender s Commitment, the Borrower  may
from  time  to time borrow, prepay pursuant to Section  2.11  and
reborrow under this Section 2.01; provided, however, that  at  no
time  may  the principal amount outstanding hereunder exceed  the
aggregate amount of the Commitments.

      SECTION  2.2.   Making the Contract  Advances.   (a)   Each
Contract Borrowing shall be made on notice, given (i) in the case
of  a Contract Borrowing comprising Adjusted CD Rate Advances  or
Eurodollar  Rate Advances, not later than 11:00  A.M.  (New  York
City  time)  on the third Business Day prior to the date  of  the
proposed  Contract Borrowing, and (i) in the case of  a  Contract
Borrowing   comprising  Base  Rate  Advances,  not   later   than
11:00  A.M.  (New  York City time) on the date  of  the  proposed
Contract  Borrowing, by the Borrower to the  Agent,  which  shall
give to each Lender prompt notice thereof.  Each such notice of a
Contract Borrowing (a  Notice of Contract Borrowing ) shall be by
telecopier, telex or cable, confirmed immediately in writing,  in
substantially the form of Exhibit B-1 hereto, specifying  therein
the  requested (A) date of such Contract Borrowing, (A)  Type  of
Contract  Advances  to be made in connection with  such  Contract
Borrowing,  (A) aggregate amount of such Contract Borrowing,  and
(A)  in  the case of a Contract Borrowing comprising Adjusted  CD
Rate  Advances  or  Eurodollar Rate  Advances,  initial  Interest
Period for each such Contract Advance.  Each Lender shall, before
(x)  12:00 noon (New York City time) on the date of any  Contract
Borrowing comprising Adjusted CD Rate Advances or Eurodollar Rate
Advances, and (y) 1:00 P.M. (New York City time) on the  date  of
any  Contract  Borrowing  comprising  Base  Rate  Advances,  make
available for the account of its Applicable Lending Office to the
Agent  at  its address referred to in Section 8.02, in  same  day
funds,  such Lender s ratable portion of such Contract Borrowing.
After  the Agent s receipt of such funds and upon fulfillment  of
the  applicable  conditions set forth in Article III,  the  Agent
will  make  such funds available to the Borrower at the  Agent  s
aforesaid address.

      (b)  Each Notice of Contract Borrowing shall be irrevocable
and  binding  on  the Borrower.  In the case  of  any  Notice  of
Contract  Borrowing  requesting  Adjusted  CD  Rate  Advances  or
Eurodollar  Rate  Advances,  the Borrower  shall  indemnify  each
Lender  against any loss, cost or expense incurred by such Lender
as  a  result  of  any failure to fulfill on or before  the  date
specified in such Notice of Contract Borrowing for such  Contract
Borrowing  the  applicable conditions set forth in  Article  III,
including, without limitation, any loss, cost or expense incurred
by reason of the liquidation or reemployment of deposits or other
funds acquired by such Lender to fund the Contract Advance to  be
made  by such Lender as part of such Contract Borrowing when such
Contract  Advance, as a result of such failure, is  not  made  on
such date.

      (c)   Unless  the Agent shall have received notice  from  a
Lender  prior  to  the date of any Contract Borrowing  that  such
Lender will not make available to the Agent such Lender s ratable
portion  of  such Contract Borrowing, the Agent may  assume  that
such  Lender has made such portion available to the Agent on  the
date of such Contract Borrowing in accordance with subsection (a)
of  this  Section 2.02 and the Agent may, in reliance  upon  such
assumption,  make  available  to the  Borrower  on  such  date  a
corresponding  amount.   If and to the extent  that  such  Lender
shall  not  have  so made such ratable portion available  to  the
Agent, such Lender and the Borrower (following the Agent s demand
on  such Lender for the corresponding amount) severally agree  to
repay  to the Agent forthwith on demand such corresponding amount
together  with interest thereon, for each day from the date  such
amount  is  made available to the Borrower until  the  date  such
amount  is  repaid  to  the Agent, at (i)  in  the  case  of  the
Borrower,  the interest rate applicable at the time  to  Contract
Advances  made  in  connection with such Contract  Borrowing  and
(i)  in the case of such Lender, the Federal Funds Rate.  If such
Lender  shall repay to the Agent such corresponding amount,  such
amount  so repaid shall constitute such Lender s Contract Advance
as   part  of  such  Contract  Borrowing  for  purposes  of  this
Agreement.

      (d)  The failure of any Lender to make the Contract Advance
to  be  made  by it as part of any Contract Borrowing  shall  not
relieve any other Lender of its obligation, if any, hereunder  to
make its Contract Advance on the date of such Contract Borrowing,
but  no Lender shall be responsible for the failure of any  other
Lender  to  make the Contract Advance to be made  by  such  other
Lender on the date of any Contract Borrowing.

      SECTION  2.3.   The  Auction Advances.   (a)   Each  Lender
severally agrees that the Borrower may request Auction Borrowings
under  this  Section 2.03 from time to time on any  Business  Day
during  the period from the date hereof until the date  occurring
15  days  prior to the Termination Date in the manner  set  forth
below;  provided  that,  following the  making  of  each  Auction
Borrowing,  the aggregate amount of the Advances then outstanding
shall  not exceed the aggregate amount of the Commitments of  the
Lenders (computed without regard to any Auction Reduction).

	   (i)  The Borrower may request an Auction Borrowing  by
     delivering to the Agent (A) by telecopier, telex  or  cable,
     confirmed  immediately in writing, a notice  of  an  Auction
     Borrowing   (a    Notice   of  Auction   Borrowing   ),   in
     substantially the form of Exhibit B-2 hereto, specifying the
     date and aggregate amount of the proposed Auction Borrowing,
     the  maturity date for repayment of each Auction Advance  to
     be  made  as part of such Auction Borrowing (which  maturity
     date  may  not  be earlier than the date occurring  14  days
     after  the date of such Auction Borrowing or later than  the
     earlier  to  occur of (1) 180 days after  the  date  of  the
     proposed  Auction  Borrowing and (1) the Termination  Date),
     the  interest payment date or dates relating thereto  (which
     shall occur at least every 90 days), and any other terms  to
     be  applicable  to such Auction Borrowing,  not  later  than
     10:00  A.M.  (New York City time) (x) at least one  Business
     Day prior to the date of the proposed Auction Borrowing,  if
     the   Borrower  shall  specify  in  the  Notice  of  Auction
     Borrowing  that the rates of interest to be offered  by  the
     Lenders shall be fixed rates per annum and (y) at least five
     Business  Days  prior  to the date of the  proposed  Auction
     Borrowing,  if the Borrower shall specify in the  Notice  of
     Auction  Borrowing  the  basis  (such  as  a  quoted  London
     interbank offered rate or the Federal Funds Rate) to be used
     by  the Lenders in determining the rates of interest  to  be
     offered by them and (A) payment in full to the Agent of  the
     aggregate   auction   administration   fee   specified    in
     Section  2.04(b) hereof.  The Agent shall in  turn  promptly
     notify  each Lender of each request for an Auction Borrowing
     received  by it from the Borrower by sending such  Lender  a
     copy of the related Notice of Auction Borrowing.

	   (ii)  Each Lender may, in its sole discretion,  if  it
     elects  to  do  so, irrevocably offer to make  one  or  more
     Auction  Advances to the Borrower as part of  such  proposed
     Auction  Borrowing at a rate or rates of interest  specified
     by  such  Lender  in its sole discretion, by  notifying  the
     Agent  (which  shall  give  prompt  notice  thereof  to  the
     Borrower), before 10:00 A.M. (New York City time) (A) on the
     date  of such proposed Auction Borrowing, in the case  of  a
     Notice   of   Auction   Borrowing  delivered   pursuant   to
     clause  (A)(x)  of  paragraph  (i),  above,  and  (A)  three
     Business  Days  before  the date of  such  proposed  Auction
     Borrowing,  in  the  case of a Notice of  Auction  Borrowing
     delivered pursuant to clause (A)(y) of paragraph (i), above,
     of  the  minimum amount and maximum amount of  each  Auction
     Advance that such Lender would be willing to make as part of
     such  proposed Auction Borrowing (which amounts may, subject
     to   the   proviso   to   the   first   sentence   of   this
     Section 2.03(a), exceed such Lender s Commitment), the  rate
     or  rates  of interest therefor, the basis, rate and  margin
     used  by such Lender (if applicable) in determining the rate
     or  rates of interest so offered and the Yield (if different
     from  such  rate  or  rates), the interest  period  relating
     thereto  and  such Lender s Applicable Lending  Office  with
     respect to such Auction Advance; provided that if the  Agent
     in  its  capacity as a Lender shall, in its sole discretion,
     elect  to  make any such offer, it shall notify the Borrower
     of  such offer before 9:00 A.M. (New York City time) on  the
     date on which notice of such election is to be given to  the
     Agent  by the other Lenders.  If any Lender shall elect  not
     to  make  such  an offer, such Lender shall  so  notify  the
     Agent, before 10:00 A.M. (New York City time) on the date on
     which notice of such election is to be given to the Agent by
     the  other  Lenders, and such Lender shall not be  obligated
     to,  and shall not, make any Auction Advance as part of such
     Auction  Borrowing; provided that the failure by any  Lender
     to  give  such  notice shall not cause  such  Lender  to  be
     obligated  to  make  any Auction Advance  as  part  of  such
     proposed Auction Borrowing.

	   (iii)      The  Borrower shall, in  turn,  (A)  before
     11:00 A.M. (New York City time) on the date of such proposed
     Auction  Borrowing,  in  the case of  a  Notice  of  Auction
     Borrowing   delivered   pursuant   to   clause   (A)(x)   of
     paragraph (i), above and (A) before 1:00 P.M. (New York City
     time)  three Business Days before the date of such  proposed
     Auction  Borrowing,  in  the case of  a  Notice  of  Auction
     Borrowing   delivered   pursuant   to   clause   (A)(y)   of
     paragraph (i), above, either
     
		(1)  cancel such Auction Borrowing by giving  the
	  Agent notice to that effect, or

		(2)  irrevocably accept one or more of the offers
	  made   by   any   Lender   or   Lenders   pursuant   to
	  paragraph  (ii) above, in its sole discretion,  subject
	  only  to  the  provisions of this paragraph  (iii),  by
	  giving  notice  to  the Agent of  the  amount  of  each
	  Auction  Advance (which amount shall  be  equal  to  or
	  greater  than the minimum amount, and equal to or  less
	  than  the  maximum amount, notified to the Borrower  by
	  the  Agent  on  behalf of such Lender for such  Auction
	  Advance pursuant to paragraph (ii) above) to be made by
	  each  Lender  as  part of such Auction  Borrowing,  and
	  reject any remaining offers made by Lenders pursuant to
	  paragraph (ii) above by giving the Agent notice to that
	  effect; provided, however, that (w) the Borrower  shall
	  not  accept  an  offer made pursuant to paragraph  (ii)
	  above,  at  any  Yield if the Borrower shall  have,  or
	  shall be deemed to have, rejected any other offer  made
	  pursuant  to  paragraph (ii) above, at a  lower  Yield,
	  (x) if the Borrower declines to accept, or is otherwise
	  restricted  by  the provisions of this  Agreement  from
	  accepting,  the maximum aggregate principal  amount  of
	  Auction  Borrowings offered at the same Yield  pursuant
	  to paragraph (ii) above, then the Borrower shall accept
	  a  pro  rata portion of each offer made at such  Yield,
	  based  as  nearly  as  possible on  the  ratio  of  the
	  aggregate  principal  amount  of  such  offers  to   be
	  accepted  by  the  Borrower to  the  maximum  aggregate
	  principal  amount  of  such  offers  made  pursuant  to
	  paragraph (ii) above (rounding up or down to  the  next
	  higher  or lower multiple of $1,000,000), (y) no  offer
	  made pursuant to paragraph (ii) above shall be accepted
	  unless  the Auction Borrowing in respect of such  offer
	  is  in  an  integral  multiple of  $1,000,000  and  the
	  aggregate  amount  of  such  offers  accepted  by   the
	  Borrower  is equal to at least $5,000,000, and  (z)  no
	  offer  made pursuant to paragraph (ii) above  shall  be
	  accepted  at  any interest rate in excess of  the  Base
	  Rate  then in effect plus 2% per annum (or such  higher
	  rate  as may be permitted by applicable law, regulation
	  or order).

     Any  offer  or offers made pursuant to paragraph (ii)  above
     not  expressly  accepted  or rejected  by  the  Borrower  in
     accordance with this paragraph (iii) shall be deemed to have
     been rejected by the Borrower.

	   (iv)  If  the  Borrower notifies the Agent  that  such
     Auction  Borrowing is canceled pursuant  to  clause  (1)  of
     paragraph  (iii) above, the Agent shall give  prompt  notice
     thereof to the Lenders and such Auction Borrowing shall  not
     be made.

	   (v)  If the Borrower accepts one or more of the offers
     made  by  any  Lender or Lenders pursuant to clause  (2)  of
     paragraph  (iii)  above, the Agent shall  in  turn  promptly
     notify  (A) each Lender that has made an offer as  described
     in paragraph (ii) above, of the date and aggregate amount of
     such  Auction  Borrowing and whether or  not  any  offer  or
     offers made by such Lender pursuant to paragraph (ii)  above
     have been accepted by the Borrower, (A) each Lender that  is
     to make an Auction Advance as part of such Auction Borrowing
     of  the  amount of each Auction Advance to be made  by  such
     Lender  as  part  of such Auction Borrowing,  and  (A)  each
     Lender  that is to make an Auction Advance as part  of  such
     Auction Borrowing, upon receipt, that the Agent has received
     forms  of  documents  appearing to  fulfill  the  applicable
     conditions set forth in Article III.  Each Lender that is to
     make  an  Auction Advance as part of such Auction  Borrowing
     shall, before 12:00 noon (New York City time) on the date of
     such Auction Borrowing specified in the notice received from
     the  Agent pursuant to clause (A) of the preceding  sentence
     or  any  later  time  when such Lender shall  have  received
     notice  from  the  Agent  pursuant  to  clause  (C)  of  the
     preceding  sentence, make available for the account  of  its
     Applicable  Lending  Office to  the  Agent  at  its  address
     referred  to in Section 8.02 such Lender s portion  of  such
     Auction  Borrowing, in same day funds.  Upon fulfillment  of
     the applicable conditions set forth in Article III and after
     receipt by the Agent of such funds, the Agent will make such
     funds  available  to the Borrower at the Agent  s  aforesaid
     address.   Promptly after each Auction Borrowing  the  Agent
     will  notify  each  Lender  of the  amount  of  the  Auction
     Borrowing,  the consequent Auction Reduction and  the  dates
     upon   which  such  Auction  Reduction  commenced  and  will
     terminate.

	   (vi) If the Borrower accepts one or more of the offers
     made by any Lender pursuant to clause (B) of paragraph (iii)
     above, the Borrower shall indemnify such Lender against  any
     loss, cost or expense incurred by such Lender as a result of
     any failure by the Borrower to fulfill on or before the date
     specified   for   such  Auction  Borrowing  the   applicable
     conditions  set  forth  in Article III,  including,  without
     limitation, any loss, cost or expense incurred by reason  of
     the  liquidation or redeployment of deposits or other  funds
     acquired  by such Lender to fund the Auction Advance  to  be
     made  by such Lender as part of such Auction Borrowing  when
     such  Auction Advance, as a result of such failure,  is  not
     made on such date.

      (b)   Each Auction Borrowing shall be in an amount not less
than  $5,000,000 or an integral multiple of $1,000,000 in  excess
thereof and, following the making of each Auction Borrowing,  the
Borrower shall be in compliance with the limitation set forth  in
the proviso to the first sentence of subsection (a) above.

      (c)   Within the limits and on the conditions set forth  in
this  Section  2.03, the Borrower may from time  to  time  borrow
under   this   Section   2.03,  repay  or  prepay   pursuant   to
subsection  (d)  below,  and reborrow under  this  Section  2.03,
provided that an Auction Borrowing shall not be made within three
Business Days of the date of any other Auction Borrowing.

      (d)   The Borrower shall repay to the Agent for the account
of  each  Lender that has made an Auction Advance, or each  other
holder  of an Auction Note, on the maturity date of each  Auction
Advance  (such maturity date being that specified by the Borrower
for  repayment of such Auction Advance in the related  Notice  of
Auction  Borrowing delivered pursuant to subsection (a)(i)  above
and   provided  in  the  Auction  Note  evidencing  such  Auction
Advance),  the  then  unpaid principal  amount  of  such  Auction
Advance.   The  Borrower  shall  have  no  right  to  prepay  any
principal amount of any Auction Advance unless, and then only  on
the terms, specified by the Borrower for such Auction Advance  in
the  related  Notice of Auction Borrowing delivered  pursuant  to
subsection  (a)(i)(A) above and set forth  in  the  Auction  Note
evidencing such Auction Advance.

     (e)  The Borrower shall pay interest on the unpaid principal
amount  of  each  Auction Advance from the date of  such  Auction
Advance  to the date the principal amount of such Auction Advance
is  repaid  in  full, at the rate of interest  for  such  Auction
Advance  specified by the Lender making such Auction  Advance  in
its   notice   with   respect  thereto  delivered   pursuant   to
subsection (a)(ii) above, payable on the interest payment date or
dates  specified by the Borrower for such Auction Advance in  the
related  Notice  of  Auction  Borrowing  delivered  pursuant   to
subsection  (a)(i)  above,  as  provided  in  the  Auction   Note
evidencing such Auction Advance; provided, however, that, if  and
for  so  long as a Prepayment Event or an Event of Default  shall
have  occurred and be continuing, the unpaid principal amount  of
each  Auction  Advance shall (to the fullest extent permitted  by
law)  bear interest until paid in full at a rate per annum  equal
at  all  times  to the Base Rate plus 2% per annum, payable  upon
demand.

      (f)   The indebtedness of the Borrower resulting from  each
Auction  Advance  made  to the Borrower as  part  of  an  Auction
Borrowing  shall be evidenced by a separate Auction Note  of  the
Borrower  payable to the order of the Lender making such  Auction
Advance.

      SECTION 2.4.  Fees.  (a)  The Borrower agrees to pay to the
Agent  for  the account of each Lender a commitment  fee  on  the
average daily unused portion of such Lender s Commitment (without
giving  effect to any Auction Reduction) from the date hereof  in
the  case of each Bank, and from the effective date specified  in
the  Assignment  and Acceptance pursuant to  which  it  became  a
Lender,  in  the case of each other Lender, until the earlier  to
occur of the Termination Date and, in the case of the termination
in  whole of a Lender s Commitment pursuant to Section 2.05,  the
date  of such termination, payable on the last day of each March,
June,  September  and December during such  period,  and  on  the
Termination  Date,  at  the  rate  per  annum  set  forth   below
determined by reference to combined Senior Debt Ratings from time
to  time  of  the two Significant Subsidiaries (other than  SERI)
having the highest Senior Debt Ratings:

		   Significant Subsidiary with
		   highest Senior Debt Rating


			    A- and   BBB+ and   BBB- and
		Senior      A3 or    Baa1 or    Baa3
		Debt Rating above    BBB and    or split
				     Baa2 or    rated
				     split      above
				     rated      BB+ and/or
				     above      Ba1 or
						below or
						unrated
		 A- and A3                                  
		 or above    .125%     .1375%      .18%
						   .23%
Significant     BBB+ and                                    
Subsidiary      Baa1 or                                     
with next       BBB and     .1375%      .17%      .1875%
highest         Baa2 or
Senior Debt     split rated
Rating          above
						   .25%
		BBB- and                                    
		Baa3         .18%      .1875%      .20%
		     or
		split rated
		above
						   .30%
		BB+ and/or                                  
		Ba1 or       .23%       .25%       .30%
		below or
		unrated
						   .30%


Any change in the commitment fee will be effective as of the date
on  which  S&P  or  Moody s, as the case may  be,  announces  the
applicable change in any Senior Debt Rating.

      (b)   The Borrower agrees to pay to the Agent for  its  own
account an auction administration fee in the amount of $2,000  in
respect  of  each  Auction Borrowing requested  by  the  Borrower
pursuant  to  Section 2.03(a)(i), payable on  the  date  of  such
request.

      SECTION  2.5.   Reduction  of  the  Commitments.   (a)  The
Borrower shall have the right, upon at least three Business  Days
notice  to the Agent, to terminate in whole or reduce ratably  in
part  the  unused portions of the respective Commitments  of  the
Lenders, provided that the aggregate amount of the Commitments of
the  Lenders shall not be reduced to an amount that is less  than
the  aggregate  principal  amount of the  Auction  Advances  then
outstanding,  and provided, further, that each partial  reduction
shall  be  in  the aggregate amount of $1,000,000 or an  integral
multiple thereof.

      (b)   Notwithstanding any other provision of this Agreement
or  the  Notes  (and  without further notice  to  the  Borrower),
364 days following the date, if any, on which the combined Senior
Debt  Ratings  of  the two Significant Subsidiaries  (other  than
SERI)  having the highest Senior Debt Ratings shall be BB+or  Ba1
or  below, the Commitments hereunder shall terminate in whole and
this Agreement shall terminate.

      SECTION 2.6.  Repayment of Contract Advances.  The Borrower
shall repay the principal amount of each Contract Advance made by
each Lender in accordance with the Contract Note to the order  of
such Lender.

      SECTION  2.7.  Interest on Contract Advances.  The Borrower
shall  pay  interest  on  the unpaid  principal  amount  of  each
Contract  Advance  made  by each Lender from  the  date  of  such
Contract  Advance until such principal amount shall  be  paid  in
full, at the following rates per annum:

	  (a)  Base Rate Advances.  If such Contract Advance is a
     Base  Rate Advance, a rate per annum equal at all  times  to
     the Base Rate in effect from time to time, payable quarterly
     on  the last day of each March, June, September and December
     and on the date such Base Rate Advance shall be Converted or
     paid in full.

	   (b)   Adjusted  CD  Rate Advances.  If  such  Contract
     Advance  is  an Adjusted CD Rate Advance, a rate  per  annum
     equal  at  all  times during the Interest  Period  for  such
     Contract Advance to the sum of the Adjusted CD Rate for such
     Interest Period plus the Applicable Margin for such Adjusted
     CD  Rate Advance in effect from time to time, payable on the
     last  day of each Interest Period for such Adjusted CD  Rate
     Advance and on the date such Adjusted CD Rate Advance  shall
     be  Converted  or paid in full and, if such Interest  Period
     has a duration of more than 90 days, on each day that occurs
     during such Interest Period every 90 days from the first day
     of such Interest Period.

	     (c)    Eurodollar   Rate   Advances.    Subject   to
     Section 2.08, if such Contract Advance is a Eurodollar  Rate
     Advance,  a  rate  per annum equal at all times  during  the
     Interest Period for such Contract Advance to the sum of  the
     Eurodollar Rate for such Interest Period plus the Applicable
     Margin for such Eurodollar Rate Advance in effect from  time
     to time, payable on the last day of each Interest Period for
     such Eurodollar Rate Advance and on the date such Eurodollar
     Rate Advance shall be Converted or paid in full and, if such
     Interest Period has a duration of more than three months, on
     each day that occurs during such Interest Period every three
     months from the first day of such Interest Period.

       SECTION  2.8.   Additional  Interest  on  Eurodollar  Rate
Advances.  The Borrower shall pay to each Lender, so long as such
Lender  shall  be  required under regulations  of  the  Board  of
Governors of the Federal Reserve System to maintain reserves with
respect  to  liabilities  or assets consisting  of  or  including
Eurocurrency  Liabilities,  additional  interest  on  the  unpaid
principal amount of each Eurodollar Rate Advance of such  Lender,
from  the  date  of  such Contract Advance until  such  principal
amount  is paid in full, at an interest rate per annum  equal  at
all  times  to  the  remainder obtained by  subtracting  (i)  the
Eurodollar Rate for the Interest Period for such Contract Advance
from (i) the rate obtained by dividing such Eurodollar Rate by  a
percentage  equal  to  100%  minus the  Eurodollar  Rate  Reserve
Percentage  of such Lender for such Interest Period,  payable  on
each  date on which interest is payable on such Contract Advance.
Such  additional interest shall be determined by such Lender  and
notified   to   the   Borrower  through  the  Agent,   and   such
determination  shall be conclusive and binding for all  purposes,
absent manifest error.

      SECTION  2.9.   Interest  Rate  Determination.   (a)   Each
Reference  Bank agrees to furnish to the Agent timely information
for  the  purpose  of  determining  each  Adjusted  CD  Rate   or
Eurodollar  Rate,  as applicable.  If any  one  or  more  of  the
Reference Banks shall not furnish such timely information to  the
Agent for the purpose of determining any such interest rate,  the
Agent  shall determine such interest rate on the basis of  timely
information furnished by the remaining Reference Banks.

      (b)  The Agent shall give prompt notice to the Borrower and
the  Lenders  of the applicable interest rate determined  by  the
Agent  for  purposes  of Section 2.07(a), (b)  or  (c),  and  the
applicable rate, if any, furnished by each Reference Bank for the
purpose  of  determining  the  applicable  interest  rate   under
Section 2.07(b) or (c).

      (c)   If  fewer  than  two Reference Banks  furnish  timely
information to the Agent for determining the Adjusted CD Rate for
any  Adjusted  CD Rate Advances, or the Eurodollar Rate  for  any
Eurodollar Rate Advances,

	   (i)  the Agent shall forthwith notify the Borrower and
     the  Lenders that the interest rate cannot be determined for
     such  Adjusted CD Rate Advances or Eurodollar Rate Advances,
     as the case may be,

	   (ii) each such Advance will automatically, on the last
     day  of  the then existing Interest Period therefor, Convert
     into  a Base Rate Advance (or if such Advance is then a Base
     Rate Advance, will continue as a Base Rate Advance), and

	   (iii)     the obligation of the Lenders to make, or to
     Convert Contract Advances into, Adjusted CD Rate Advances or
     Eurodollar  Rate  Advances, as the case  may  be,  shall  be
     suspended until the Agent shall notify the Borrower and  the
     Lenders  that  the circumstances causing such suspension  no
     longer exist.

      (d)  If, with respect to any Eurodollar Rate Advances,  the
Majority  Lenders notify the Agent that the Eurodollar  Rate  for
any Interest Period for such Advances will not adequately reflect
the  cost  to  such  Majority  Lenders  of  making,  funding   or
maintaining  their respective Eurodollar Rate Advances  for  such
Interest Period, the Agent shall forthwith so notify the Borrower
and the Lenders, whereupon

	   (i)   each Eurodollar Rate Advance will automatically,
     on  the  last  day  of  the  then existing  Interest  Period
     therefor, Convert into a Base Rate Advance, and

	   (ii)  the  obligation of the Lenders to  make,  or  to
     Convert  Contract  Advances into, Eurodollar  Rate  Advances
     shall be suspended until the Agent shall notify the Borrower
     and   the  Lenders  that  the  circumstances  causing   such
     suspension no longer exist.

	SECTION   2.10.    Conversion   of   Contract   Advances.
(a)    Voluntary.   The Borrower may, upon notice  given  to  the
Agent not later than 11:00 A.M. (New York City time) on the third
Business  Day  prior to the date of the proposed  Conversion  and
subject  to  the  provisions of Sections 2.09 and  2.13,  on  any
Business Day, Convert all Contract Advances of one Type  made  in
connection  with  the same Contract Borrowing  into  Advances  of
another Type; provided, however, that any Conversion of, or  with
respect  to,  any  Adjusted CD Rate Advances or  Eurodollar  Rate
Advances into Advances of another Type shall be made on, and only
on,  the last day of an Interest Period for such Adjusted CD Rate
Advances  or Eurodollar Rate Advances, unless the Borrower  shall
also  reimburse  the  Lenders  in  respect  thereof  pursuant  to
Section 8.04(b) on the date of such Conversion.  Each such notice
of   a  Conversion  (a   Notice  of  Conversion  )  shall  be  by
telecopier, telex or cable, confirmed immediately in writing,  in
substantially the form of Exhibit B-3 hereto, specifying  therein
(i) the date of such Conversion, (i) the Contract Advances to  be
Converted,  and (i) if such Conversion is into, or  with  respect
to,  Adjusted  CD Rate Advances or Eurodollar Rate Advances,  the
duration of the Interest Period for each such Contract Advance.

     (b)  Mandatory.  If a Borrower shall fail to select the Type
of  any  Contract Advance or the duration of any Interest  Period
for any Contract Borrowing comprising Eurodollar Rate Advances or
Adjusted  CD  Rate  Advances in accordance  with  the  provisions
contained in the definition of  Interest Period  in Section  1.01
and  Section 2.10(a), or if any proposed Conversion of a Contract
Borrowing  that  is  to  comprise  Eurodollar  Rate  Advances  or
Adjusted  CD Rate Advances upon Conversion shall not occur  as  a
result of the circumstances described in paragraph (c) below, the
Agent will forthwith so notify the Borrower and the Lenders,  and
such  Advances will automatically, on the last day  of  the  then
existing  Interest  Period  therefor,  Convert  into  Base   Rate
Advances.

      (c)   Failure to Convert.  Each notice of Conversion  given
pursuant to subsection (a) above shall be irrevocable and binding
on  the Borrower.  In the case of any Contract Borrowing that  is
to comprise Eurodollar Rate Advances or Adjusted CD Rate Advances
upon  Conversion,  the Borrower agrees to indemnify  each  Lender
against any loss, cost or expense incurred by such Lender if,  as
a  result of the failure of the Borrower to satisfy any condition
to such Conversion (including, without limitation, the occurrence
of  any  Prepayment Event or Event of Default, or any event  that
would  constitute an Event of Default or a Prepayment Event  with
notice or lapse of time or both), such Conversion does not occur.
The  Borrower  s  obligations under  this  subsection  (c)  shall
survive  the repayment of all other amounts owing to the  Lenders
and  the  Agent  under  this Agreement  and  the  Notes  and  the
termination of the Commitments.

     SECTION 2.11.  Prepayments.  The Borrower may, upon at least
two  Business Days  notice to the Agent stating the proposed date
and  aggregate principal amount of the prepayment,  and  if  such
notice  is  given  the  Borrower shall,  prepay  the  outstanding
principal  amounts  of the Advances made  as  part  of  the  same
Contract  Borrowing  in whole or ratably in part,  together  with
accrued  interest to the date of such prepayment on the principal
amount   prepaid;  provided,  however,  that  (i)  each   partial
prepayment  shall be in an aggregate principal  amount  not  less
than  $1,000,000 or any integral multiple of $100,000  in  excess
thereof and (i) in the case of any such prepayment of an Adjusted
CD  Advance  or  Eurodollar Rate Advance, the Borrower  shall  be
obligated to reimburse the Lenders in respect thereof pursuant to
Section 8.04(b) on the date of such prepayment.

      SECTION  2.12.  Increased Costs.  (a)  If,  due  to  either
(i)  the introduction of or any change (other than any change  by
way  of  imposition or increase of reserve requirements,  in  the
case  of  Adjusted CD Rate Advances, included in the Adjusted  CD
Rate  Reserve  Percentage  or, in the  case  of  Eurodollar  Rate
Advances, included in the Eurodollar Rate Reserve Percentage)  in
or  in  the  interpretation of any law or regulation or  (i)  the
compliance with any guideline or request from any central bank or
other governmental authority (whether or not having the force  of
law),  there shall be any increase in the cost to any  Lender  of
agreeing  to  make or making, funding or maintaining Adjusted  CD
Rate  Advances  or  Eurodollar Rate Advances, then  the  Borrower
shall from time to time, upon demand by such Lender (with a  copy
of such demand to the Agent), pay to the Agent for the account of
such  Lender  additional amounts sufficient  to  compensate  such
Lender  for such increased cost.  A certificate as to the  amount
of  such increased cost, submitted to the Borrower and the  Agent
by such Lender, shall be conclusive and binding for all purposes,
absent manifest error.

      (b)  If any Lender determines that compliance with any  law
or  regulation or any guideline or request from any central  bank
or  other governmental authority (whether or not having the force
of law) affects or would affect the amount of capital required or
expected  to  be  maintained by such Lender  or  any  corporation
controlling  such Lender and that the amount of such  capital  is
increased  by  or  based  upon the existence  of  such  Lender  s
commitment to lend hereunder and other commitments of  this  type
(including  such  Lender s commitment to lend hereunder)  or  the
Advances, then, upon demand by such Lender (with a copy  of  such
demand  to the Agent), the Borrower shall immediately pay to  the
Agent  for  the  account of such Lender, from  time  to  time  as
specified  by  such  Lender,  additional  amounts  sufficient  to
compensate such Lender or such corporation in the light  of  such
circumstances,   to  the  extent  that  such  Lender   reasonably
determines  such  increase in capital  to  be  allocable  to  the
existence  of such Lender s commitment to lend hereunder  or  the
Advances made by such Lender.  A certificate in reasonable detail
as  to  such amounts submitted to the Borrower and the  Agent  by
such  Lender  shall be conclusive and binding for  all  purposes,
absent manifest error.

       SECTION  2.13.   Illegality.   Notwithstanding  any  other
provision of this Agreement, if any Lender shall notify the Agent
that  the  introduction of or any change  in  or  change  in  the
interpretation of any law or regulation makes it unlawful, or any
central bank or other governmental authority asserts that  it  is
unlawful,  for  any  Lender or its Eurodollar Lending  Office  to
perform  its  obligations  hereunder  to  make  Eurodollar   Rate
Advances   or  to  fund  or  maintain  Eurodollar  Rate  Advances
hereunder,  (i)  the obligation of the Lenders  to  make,  or  to
Convert Contract Advances into, Eurodollar Rate Advances shall be
suspended  until  the  Agent shall notify the  Borrower  and  the
Lenders that the circumstances causing such suspension no  longer
exist  and  (i) the Borrower shall forthwith prepay in  full  all
Eurodollar   Rate  Advances  of  all  Lenders  then  outstanding,
together  with  interest accrued thereon,  unless  the  Borrower,
within five Business Days of notice from the Agent, Converts  all
Eurodollar  Rate  Advances of all Lenders then  outstanding  into
Advances of another Type in accordance with Section 2.10.

     SECTION 2.14.  Payments and Computations.  (a)  The Borrower
shall  make each payment hereunder and under the Notes not  later
than  12:00 noon (New York City time) on the day when due in U.S.
dollars  to the Agent at its address referred to in Section  8.02
in  same day funds.  The Agent will promptly thereafter cause  to
be distributed like funds relating to the payment of principal or
interest  or commitment fees ratably (other than amounts  payable
pursuant  to Section 2.02(c), 2.03, 2.08, 2.12, 2.15 or  8.04(b))
to  the  Lenders  for the account of their respective  Applicable
Lending  Offices, and like funds relating to the payment  of  any
other amount payable to any Lender to such Lender for the account
of  its Applicable Lending Office, in each case to be applied  in
accordance with the terms of this Agreement.  Upon its acceptance
of  an Assignment and Acceptance and recording of the information
contained  therein in the Register pursuant to  Section  8.07(d),
from  and  after the effective date specified in such  Assignment
and  Acceptance, the Agent shall make all payments hereunder  and
under  the  Notes in respect of the interest assigned thereby  to
the   Lender  assignee  thereunder,  and  the  parties  to   such
Assignment  and Acceptance shall make all appropriate adjustments
in  such  payments  for  periods prior  to  such  effective  date
directly between themselves.

      (b)  The Borrower hereby authorizes each Lender, if and  to
the  extent  payment owed to such Lender is  not  made  when  due
hereunder  or under any Note held by such Lender, to charge  from
time to time to the extent permitted by law against any or all of
the Borrower s accounts with such Lender any amount so due.

      (c)   All  computations of interest based on the Base  Rate
shall  be made by the Agent on the basis of a year of 365 or  366
days,  as the case may be, and all computations of interest based
on the Adjusted CD Rate, the Eurodollar Rate or the Federal Funds
Rate  and  of  commitment fees and interest  payable  on  Auction
Advances  shall  be  made by the Agent, and all  computations  of
interest  pursuant to Section 2.08 shall be made by a Lender,  on
the  basis  of  a year of 360 days, in each case for  the  actual
number  of days (including the first day but excluding  the  last
day)  occurring  in  the  period  for  which  such  interest   or
commitment  fees are payable.  Each determination  by  the  Agent
(or,  in  the  case of Section 2.08, by a Lender) of an  interest
rate  hereunder shall be conclusive and binding for all purposes,
absent manifest error.

     (d)  Whenever any payment hereunder or under the Notes shall
be  stated  to  be due on a day other than a Business  Day,  such
payment  shall be made on the next succeeding Business  Day,  and
such  extension  of time shall in such case be  included  in  the
computation of payment of interest or commitment fee, as the case
may  be; provided, however, if such extension would cause payment
of  interest  on or principal of Eurodollar Rate Advances  to  be
made in the next following calendar month, such payment shall  be
made on the next preceding Business Day.

      (e)   Unless the Agent shall have received notice from  the
Borrower  prior to the date on which any payment is  due  to  the
Lenders hereunder that the Borrower will not make such payment in
full,  the  Agent  may  assume that the Borrower  has  made  such
payment  in full to the Agent on such date and the Agent may,  in
reliance  upon such assumption, cause to be distributed  to  each
Lender  on such due date an amount equal to the amount  then  due
such  Lender.  If and to the extent that the Borrower  shall  not
have so made such payment in full to the Agent, each Lender shall
repay to the Agent forthwith on demand such amount distributed to
such Lender together with interest thereon, for each day from the
date  such  amount is distributed to such Lender until  the  date
such Lender repays such amount to the Agent, at the Federal Funds
Rate.

      (f)   Notwithstanding  anything to the  contrary  contained
herein, any amount payable by the Borrower hereunder or under any
Note  that  is not paid when due (whether at stated maturity,  by
acceleration or otherwise) shall (to the fullest extent permitted
by  law) bear interest from the date when due until paid in  full
at  a rate per annum equal at all times to the Base Rate plus 2%,
payable upon demand.

      SECTION  2.15.   Taxes.  (a)  Any and all payments  by  the
Borrower hereunder or under the Contract Notes shall be made,  in
accordance  with  Section 2.14, free and  clear  of  and  without
deduction  for  any  and  all present or  future  taxes,  levies,
imposts, deductions, charges or withholdings, and all liabilities
with  respect thereto, excluding, in the case of each Lender  and
the  Agent,  taxes  imposed on its income,  and  franchise  taxes
imposed  on it, by the jurisdiction under the laws of which  such
Lender  or  the  Agent (as the case may be) is organized  or  any
political  subdivision thereof and, in the case of  each  Lender,
taxes  imposed on its income, and franchise taxes imposed on  it,
by the jurisdiction of such Lender s Applicable Lending Office or
any  political subdivision thereof (all such non-excluded  taxes,
levies,   imposts,   deductions,   charges,   withholdings    and
liabilities being hereinafter referred to as  Taxes  ).   If  the
Borrower shall be required by law to deduct any Taxes from or  in
respect  of  any sum payable hereunder or under any Note  to  any
Lender  or  the Agent, (i) the sum payable shall be increased  as
may  be  necessary  so that after making all required  deductions
(including deductions applicable to additional sums payable under
this Section 2.15) such Lender or the Agent (as the case may  be)
receives an amount equal to the sum it would have received had no
such  deductions  been  made, (i) the Borrower  shall  make  such
deductions  and  (i)  the  Borrower shall  pay  the  full  amount
deducted to the relevant taxation authority or other authority in
accordance with applicable law.

      (b)  In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property
taxes,  charges  or similar levies which arise from  any  payment
made hereunder or under the Notes or from the execution, delivery
or  registration of, or otherwise with respect to, this Agreement
or the Notes (hereinafter referred to as  Other Taxes ).

      (c)   The Borrower will indemnify each Lender and the Agent
for  the  full amount of Taxes or Other Taxes (including, without
limitation,  any Taxes or Other Taxes imposed by any jurisdiction
on  amounts payable under this Section 2.15) paid by such  Lender
or  the  Agent (as the case may be) and any liability  (including
penalties,  interest  and  expenses) arising  therefrom  or  with
respect  thereto, whether or not such Taxes or Other  Taxes  were
correctly  or  legally asserted.  This indemnification  shall  be
made  within 30 days from the date such Lender or the  Agent  (as
the  case may be) makes written demand therefor.  Nothing  herein
shall  preclude  the right of the Borrower to  contest  any  such
Taxes or Other Taxes so paid, and the Lenders in question or  the
Agent  (as the case may be) will, following notice from,  and  at
the  expense of, the Borrower, take such actions as the  Borrower
may  reasonably  request to preserve the  Borrower  s  rights  to
contest  such  Taxes  or  Other Taxes,  and,  promptly  following
receipt  of any refund of amounts with respect to Taxes or  Other
Taxes  for  which  such  Lenders or  the  Agent  were  previously
indemnified  under  this Section 2.15, pay to the  Borrower  such
refunded  amounts (including any interest paid  by  the  relevant
taxing authority with respect to such amounts).

      (d)  Prior to the date of the initial Borrowing in the case
of  each  Bank, and on the date of the Assignment and  Acceptance
pursuant  to which it became a Lender in the case of  each  other
Lender,  and  from  time to time thereafter if requested  by  the
Borrower or the Agent, each Lender organized under the laws of  a
jurisdiction  outside the United States shall provide  the  Agent
and  the  Borrower  with  the forms prescribed  by  the  Internal
Revenue Service of the United States certifying that such  Lender
is  exempt  from United States withholding taxes with respect  to
all  payments to be made to such Lender hereunder and  under  the
Notes.  If for any reason during the term of this Agreement,  any
Lender  becomes unable to submit the forms referred to  above  or
the  information  or  representations contained  therein  are  no
longer accurate in any material respect, such Lender shall notify
the Agent and the Borrower in writing to that effect.  Unless the
Borrower  and  the Agent have received forms or  other  documents
satisfactory to them indicating that payments hereunder or  under
any  Note  are not subject to United States withholding tax,  the
Borrower  or,  if the Borrower fails to do so, the  Agent,  shall
withhold  taxes  from  such payments at the applicable  statutory
rate in the case of payments to or for any Lender organized under
the laws of a jurisdiction outside the United States.

      (e)   Any  Lender  claiming any additional amounts  payable
pursuant  to  this  Section  2.15  shall  use  its  best  efforts
(consistent  with  its internal policy and legal  and  regulatory
restrictions)  to  change  the  jurisdiction  of  its  Applicable
Lending  Office  or  take  other actions customary  or  otherwise
reasonable under the circumstances if the making of such a change
or the taking of such actions would avoid the need for, or reduce
the  amount  of, any such additional amounts which may thereafter
accrue  and would not, in the reasonable judgment of such Lender,
be otherwise disadvantageous to such Lender.

      (f)   Without  prejudice  to  the  survival  of  any  other
agreement   of   the  Borrower  hereunder,  the  agreements   and
obligations of the Borrower contained in this Section 2.15  shall
survive  the payment in full of principal and interest  hereunder
and under the Notes.

      SECTION  2.16.  Sharing of Payments, Etc.   If  any  Lender
shall obtain any payment (whether voluntary, involuntary, through
the exercise of any right of set-off, or otherwise) on account of
the  Contract  Advances  made  by  it  (other  than  pursuant  to
Section  2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) in excess  of  its
ratable  share  of  payments on account of the Contract  Advances
obtained by all the Lenders, such Lender shall forthwith purchase
from  the  other  Lenders  such participations  in  the  Contract
Advances  made  by  them  as shall be  necessary  to  cause  such
purchasing Lender to share the excess payment ratably  with  each
of  them, provided, however, that if all or any portion  of  such
excess  payment  is  thereafter recovered  from  such  purchasing
Lender,  such  purchase from each Lender shall be  rescinded  and
such  Lender  shall repay to the purchasing Lender  the  purchase
price  to  the  extent of such recovery together with  an  amount
equal to such Lender s ratable share (according to the proportion
of  (i) the amount of such Lender s required repayment to (i) the
total  amount  so recovered from the purchasing  Lender)  of  any
interest or other amount paid or payable by the purchasing Lender
in respect of the total amount so recovered.  The Borrower agrees
that any Lender so purchasing a participation from another Lender
pursuant  to  this  Section  2.16  may,  to  the  fullest  extent
permitted  by law, exercise all its rights of payment  (including
the right of set-off) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the
amount of such participation.

      SECTION 2.17.  Extension of Termination Date.  (a)   Unless
the  Termination Date shall have occurred, at least  90  but  not
more  than 180 days prior to the then-effective Termination Date,
the  Borrower may request the Lenders, by written notice  to  the
Agent,  to  consent  to a one-year extension of  the  Termination
Date.   Each  Lender  shall,  in its sole  discretion,  determine
whether to consent to such request and shall notify the Agent  of
its  determination  within 30 days of such Lender  s  receipt  of
notice  of  such  request.   If  such  request  shall  have  been
consented  to  by  all the Lenders, the Agent  shall  notify  the
Borrower  in  writing of such consent, and such  extension  shall
become  effective upon the delivery by the Borrower to the  Agent
and  each  Lender, on or prior to the then effective  Termination
Date,  of (i) a certificate of a duly authorized officer  of  the
Borrower,  dated such date, as to the accuracy, both  before  and
after   giving  effect  to  such  proposed  extension,   of   the
representations  and  warranties  set  forth  in   Section   4.01
(including,  without  limitation, with respect  to  any  required
governmental  approvals) and as to the absence, both  before  and
after giving effect to such proposed extension, of any Prepayment
Event, any Event of Default or any event that with the giving  of
notice  or the passage of time or both would constitute an  Event
of  Default and (i) an opinion of counsel to the Borrower  as  to
the  extension of the Termination Date and such other matters  as
any Lender, through the Agent, may reasonably request.

      (b)  Notwithstanding any other provision of this Agreement,
the  Termination Date may be extended no more than twice pursuant
to subsection (a) above.


			   ARTICLE III

		      CONDITIONS OF LENDING
				
		     CONDITIONS OF LENDING;

      SECTION 3.1.  Condition Precedent to Initial Advances.  The
obligation of each Lender to make its initial Advance is  subject
to  the  conditions precedent that on or before the date of  such
Advance:

	   (a)  The Agent shall have received the following, each
     dated  the  same  date (except for the financial  statements
     referred  to in paragraph (iv) below), in form and substance
     satisfactory  to  the  Agent and (except  for  the  Contract
     Notes) with one copy for each Lender:

		(i)   The Contract Notes payable to the order  of
	  each of the Lenders, respectively;

		(ii)  Certified copies of the resolutions of  the
	  Board  of  Directors  of  the Borrower  approving  this
	  Agreement   and   the  Notes,  and  of  all   documents
	  evidencing   other  necessary  corporate  action   with
	  respect to this Agreement and the Notes;

		(iii)      A certificate of the Secretary  or  an
	  Assistant Secretary of the Borrower certifying (A)  the
	  names  and  true  signatures of  the  officers  of  the
	  Borrower  authorized  to sign this  Agreement  and  the
	  Notes   and   the  other  documents  to  be   delivered
	  hereunder;  (A)  that  attached thereto  are  true  and
	  correct copies of the Certificate of Incorporation  and
	  the By-laws of the Borrower, in each case in effect  on
	  such  date; and (A) that attached thereto are true  and
	  correct  copies  of  all  governmental  and  regulatory
	  authorizations  and  approvals  required  for  the  due
	  execution,  delivery and performance of this  Agreement
	  and the Notes, including, without limitation, a copy of
	  the  order  (File  No. 70-8149) of the  SEC  under  the
	  Public  Utility Holding Company Act of 1935 authorizing
	  the  Borrower s execution, delivery and performance  of
	  this Agreement and the Notes (the  SEC Order );

		(iv) Copies of the consolidated balance sheets of
	  the  Borrower  and its subsidiaries as of December  31,
	  1994,  and  the  related  consolidated  statements   of
	  income,  retained  earnings  and  cash  flows  of   the
	  Borrower and its subsidiaries for the fiscal year  then
	  ended,   and  copies  of  the  consolidated   financial
	  statements of the Borrower and its subsidiaries  as  of
	  June  30,  1995,  in  each case  certified  by  a  duly
	  authorized  officer  of  the Borrower  as  having  been
	  prepared   in   accordance  with   generally   accepted
	  accounting principles consistently applied;

		(v)   A  favorable  opinion of  counsel  for  the
	  Borrower, acceptable to the Agent, substantially in the
	  form  of  Exhibit D hereto and as to such other matters
	  as any Lender through the Agent may reasonably request;

		(vi)  A  favorable opinion of  King  &  Spalding,
	  Special  New  York counsel for the Agent, substantially
	  in the form of Exhibit E hereto; and

		(vii)     A duly executed and delivered Form U-1,
	  in  the  form prescribed by Regulation U issued by  the
	  Board of Governors of the Federal Reserve System.

	   (b)   The  Agent shall have received the fees  payable
     pursuant to the Fee Letter.

       SECTION   3.2.   Conditions  Precedent  to  Each  Contract
Borrowing.   The  obligation of each Lender to  make  a  Contract
Advance on the occasion of each Contract Borrowing (including the
initial  Contract  Borrowing) shall be  subject  to  the  further
conditions precedent that on the date of such Contract  Borrowing
(i)  the  following statements shall be true  (and  each  of  the
giving  of the applicable Notice of Contract Borrowing or  Notice
of  Conversion and the acceptance by the Borrower of any proceeds
of  a  Contract  Borrowing shall constitute a representation  and
warranty  by  the  Borrower that on the  date  of  such  Contract
Borrowing  or  Conversion,  as applicable,  such  statements  are
true):

		(A)  The representations and warranties contained
	  in   Section   4.01  (excluding  those   contained   in
	  subsections  (e)  and  (f)  thereof  if  such  Contract
	  Borrowing  does not increase the aggregate  outstanding
	  principal   amount  of  Contract  Advances   over   the
	  aggregate outstanding principal amount of all  Contract
	  Advances  immediately  prior  to  the  making  of  such
	  Contract  Borrowing) are correct on and as of the  date
	  of  such  Contract Borrowing, before and  after  giving
	  effect   to   such  Contract  Borrowing  and   to   the
	  application  of the proceeds therefrom, as though  made
	  on and as of such date;

		(B)  No event has occurred and is continuing,  or
	  would  result from such Contract Borrowing or from  the
	  application of the proceeds therefrom, that constitutes
	  a  Prepayment  Event or an Event of  Default  or  would
	  constitute  an  Event of Default or a Prepayment  Event
	  with notice or lapse of time or both; and
	  
	    (ii)   The  Agent  shall  have  received  such  other
     approvals, opinions or documents with respect to  the  truth
     of  the  foregoing  statements (A) and  (B)  as  any  Lender
     through the Agent may reasonably request.

       SECTION   3.3.   Conditions  Precedent  to  Each   Auction
Borrowing.   The obligation of each Lender that  is  to  make  an
Auction  Advance as part of any Auction Borrowing (including  the
initial  Auction  Borrowing)  to make  such  Auction  Advance  is
subject  to  the conditions precedent that on the  date  of  such
Auction Borrowing:

	    (i)   The  Agent  shall  have  received  the  written
     confirmatory  Notice  of  Auction  Borrowing  with   respect
     thereto;

	   (ii)  The  Agent shall have received an Auction  Note,
     duly  executed by the Borrower, payable to the order of such
     Lender  for each of the Auction Advances to be made by  such
     Lender  as  part of such Auction Borrowing, in  a  principal
     amount  equal to the principal amount of the Auction Advance
     to  be evidenced thereby and otherwise on such terms as were
     agreed  to  for  such  Auction Advance  in  accordance  with
     Section 2.03;

	   (iii)     The following statements shall be true  (and
     each  of  the  giving of the applicable  Notice  of  Auction
     Borrowing  and the acceptance by a Borrower of the  proceeds
     of  such Auction Borrowing shall constitute a representation
     and  warranty  by  the Borrower that on  the  date  of  such
     Auction Borrowing such statements are true):

		(A)  The representations and warranties contained
	  in  Section 4.01 are correct on and as of the  date  of
	  such  Auction Borrowing, before and after giving effect
	  to such Auction Borrowing and to the application of the
	  proceeds  therefrom, as though made on and as  of  such
	  date, and

		(B)  No event has occurred and is continuing,  or
	  would  result from such Auction Borrowing or  from  the
	  application of the proceeds therefrom, that constitutes
	  a Prepayment Event or an Event of Default or that would
	  constitute  an  Event of Default or a Prepayment  Event
	  with notice or lapse of time or both; and

		(C)   The  Borrower shall have delivered  to  the
	  Agent copies of such other approvals and documents with
	  respect  to  the truth of the foregoing statements  (A)
	  and  (B) as any Lender through the Agent may reasonably
	  request.


			   ARTICLE IV

		 REPRESENTATIONS AND WARRANTIES
				
		 REPRESENTATIONS AND WARRANTIES;

       SECTION  4.1.   Representations  and  Warranties  of   the
Borrower.  The Borrower represents and warrants as follows:

	   (a)   The  Borrower is a corporation  duly  organized,
     validly existing and in good standing under the laws of  the
     jurisdiction  of its incorporation and is duly qualified  to
     do business as a foreign corporation in each jurisdiction in
     which  the nature of the business conducted or the  property
     owned, operated or leased by it requires such qualification,
     except  where  failure  to so qualify would  not  materially
     adversely  affect  its condition (financial  or  otherwise),
     operations, business, properties, or prospects.

	   (b)   The execution, delivery and performance  by  the
     Borrower  of  this Agreement and the Notes  are  within  the
     Borrower  s  corporate powers, have been duly authorized  by
     all  necessary  corporate  action,  and  do  not  contravene
     (i) the Borrower s charter or by-laws, (i) law applicable to
     the  Borrower  or its properties or (i) any  contractual  or
     legal  restriction binding on or affecting the  Borrower  or
     its properties.

	   (c)  No authorization or approval or other action  by,
     and  no notice to or filing with, any governmental authority
     or  regulatory  body  is  required for  the  due  execution,
     delivery  and performance by the Borrower of this  Agreement
     or  the  Notes, except for the following (each of which  has
     been  duly filed or obtained, and is final and in full force
     and  effect):  (i) the filing of the Declaration on Form U-1
     and  amendments and exhibits thereto in File No. 70-8149 and
     (i) the SEC Order.

	   (d)   This  Agreement is, and the Notes when delivered
     hereunder  will be, legal, valid and binding obligations  of
     the  Borrower enforceable against the Borrower in accordance
     with  their  respective  terms,  subject,  however,  to  any
     applicable    bankruptcy,   reorganization,   rearrangement,
     moratorium   or   similar  laws  affecting   generally   the
     enforcement of creditors  rights and remedies and to general
     principles  of  equity (regardless of whether enforceability
     is considered in a proceeding in equity or at law).

	   (e)   The  consolidated financial  statements  of  the
     Borrower  and its subsidiaries as of December 31,  1994  and
     for  the  year  ended  on such date, as  set  forth  in  the
     Borrower  s  Annual Report on Form 10-K for the fiscal  year
     ended on such date, as filed with the SEC, accompanied by an
     opinion of Coopers & Lybrand, and the consolidated financial
     statements of the Borrower and its subsidiaries as  of  June
     30,  1995,  and for the six-month period ended on such  date
     set  forth  in the Borrower s Quarterly Report on Form  10-Q
     for the fiscal quarter ended on such date, as filed with the
     SEC,  copies  of each of which have been furnished  to  each
     Bank,   fairly  present  (subject,  in  the  case  of   such
     statements dated June 30, 1995, to year-end adjustments) the
     consolidated  financial condition of the  Borrower  and  its
     subsidiaries  as at such dates and the consolidated  results
     of  the operations of the Borrower and its subsidiaries  for
     the   periods  ended  on  such  dates,  in  accordance  with
     generally   accepted   accounting  principles   consistently
     applied.   Except as disclosed in the Borrower  s  Quarterly
     Report  on  Form 10-Q for the fiscal period ended  June  30,
     1995,  since  December 31, 1994, there has been no  material
     adverse  change in the financial condition or operations  of
     the Borrower.

	   (f)   Except  as  disclosed in the Borrower  s  Annual
     Report  on Form 10-K for the fiscal year ended December  31,
     1994,  and the Borrower s Quarterly Report on Form 10-Q  for
     the  period  ended  June 30, 1995, there is  no  pending  or
     threatened  action or proceeding affecting the  Borrower  or
     any  of  its  subsidiaries  before any  court,  governmental
     agency  or  arbitrator that, if determined adversely,  could
     reasonably  be  expected to have a material  adverse  effect
     upon  the  condition  (financial or otherwise),  operations,
     business, properties or prospects of the Borrower or on  its
     ability  to perform its obligations under this Agreement  or
     any Note, or that purports to affect the legality, validity,
     binding  effect or enforceability of this Agreement  or  any
     Note.   There has been no change in any matter disclosed  in
     such filings that could reasonably be expected to result  in
     such a material adverse effect.

	   (g)   No  event  has occurred and is  continuing  that
     constitutes  a  Prepayment Event or an Event of  Default  or
     that  would  constitute an Event of Default or a  Prepayment
     Event  but for the requirement that notice be given or  time
     elapse or both.

	   (h)   The  Borrower is not engaged in the business  of
     extending  credit for the purpose of purchasing or  carrying
     margin  stock (within the meaning of Regulation U issued  by
     the  Board of Governors of the Federal Reserve System),  and
     not more than 25% of the value of the assets of the Borrower
     and   its  subsidiaries  subject  to  the  restrictions   of
     Section  5.02(a),  (c)  or  (d)  is,  on  the  date  hereof,
     represented   by  margin  stock  (within  the   meaning   of
     Regulation U issued by the Board of Governors of the Federal
     Reserve System).

	   (i)  The Borrower is not an  investment company  or  a
     company   controlled  by an  investment company  within  the
     meaning  of the Investment Company Act of 1940, as  amended,
     or  an   investment  advisor   within  the  meaning  of  the
     Investment Company Act of 1940, as amended.  The Borrower is
     a   holding  company   as that term is defined  in,  and  is
     registered under, the Public Utility Holding Company Act  of
     1935.

	   (j)   No ERISA Termination Event has occurred,  or  is
     reasonably expected to occur, with respect to any ERISA Plan
     that  may  materially  and adversely  affect  the  condition
     (financial  or otherwise), operations, business,  properties
     or  prospects of the Borrower and its subsidiaries, taken as
     a whole.
     
	   (k)   Schedule B (Actuarial Information) to  the  most
     recent annual report (Form 5500 Series) with respect to each
     ERISA  Plan,  copies  of  which have  been  filed  with  the
     Internal  Revenue  Service and furnished to  the  Banks,  is
     complete and accurate and fairly presents the funding status
     of  such  ERISA Plan, and since the date of such Schedule  B
     there  has  been no material adverse change in such  funding
     status.

	   (l)   The  Borrower  has not incurred,  and  does  not
     reasonably  expect to incur, any withdrawal liability  under
     ERISA to any Multiemployer Plan.


			    ARTICLE V

		    COVENANTS OF THE BORROWER
				
		   COVENANTS OF THE BORROWER;

     SECTION 5.1.  Affirmative Covenants.  So long as any Note or
any  amount payable by the Borrower hereunder shall remain unpaid
or  any  Lender shall have any Commitment hereunder, the Borrower
will,  unless  the  Majority Lenders shall otherwise  consent  in
writing:

	   (a)   Keep Books; Corporate Existence; Maintenance  of
     Properties; Compliance with Laws; Insurance; Taxes.

		(i)  keep proper books of record and account, all
	  in   accordance  with  generally  accepted   accounting
	  principles;

		(ii)  except  as otherwise permitted  by  Section
	  5.02(c), preserve and keep in full force and effect its
	  existence  and  preserve and keep  in  full  force  and
	  effect  its  licenses,  rights and  franchises  to  the
	  extent necessary to carry on its business;

		(iii)      maintain  and keep,  or  cause  to  be
	  maintained  and  kept, its properties in  good  repair,
	  working order and condition, and from time to time make
	  or  cause  to  be made all needful and proper  repairs,
	  renewals,  replacements and improvements, in each  case
	  to  the extent such properties are not obsolete and not
	  necessary to carry on its business;

		(iv)  comply  in all material respects  with  all
	  applicable  laws, rules, regulations and  orders,  such
	  compliance  to  include,  without  limitation,   paying
	  before   the   same   become  delinquent   all   taxes,
	  assessments and governmental charges imposed upon it or
	  its  property, except to the extent being contested  in
	  good  faith  by appropriate proceedings, and compliance
	  with ERISA and Environmental Laws;

		(v)   maintain  insurance  with  responsible  and
	  reputable   insurance  companies  or  associations   or
	  through  its  own  program of  self-insurance  in  such
	  amounts  and covering such risks as is usually  carried
	  by  companies engaged in similar businesses and  owning
	  similar  properties in the same general areas in  which
	  it  operates  and  furnish  to  the  Agent,  within   a
	  reasonable  time after written request  therefor,  such
	  information as to the insurance carried as any  Lender,
	  through the Agent, may reasonably request; and

		 (vi)  pay  and  discharge  its  obligations  and
	  liabilities in the ordinary course of business,  except
	  to the extent that such obligations and liabilities are
	  being   contested   in   good  faith   by   appropriate
	  proceedings.

	   (b)   Use  of  Proceeds.  The  Borrower  may  use  the
     proceeds  of the Borrowings for only:  (i) general corporate
     purposes,  and  (i), subject to the terms and conditions  of
     this  Agreement, repurchases of common stock of the Borrower
     and/or   investments  in  nonregulated   and/or   nonutility
     businesses.

	  (c)  Reporting Requirements.  Furnish to the Lenders:

		(i)  as soon as available and in any event within
	  60  days  after  the  end of each of  the  first  three
	  quarters  of  each  fiscal year of  the  Borrower,  (A)
	  consolidated  balance sheets of the  Borrower  and  its
	  subsidiaries  as  of the end of such  quarter  and  (A)
	  consolidated statements of income and retained earnings
	  of  the  Borrower and its subsidiaries for  the  period
	  commencing at the end of the previous fiscal  year  and
	  ending with the end of such quarter, each certified  by
	  the  duly authorized officer of the Borrower as  having
	  been  prepared  in  accordance with generally  accepted
	  accounting principles, consistently applied;

		(ii) as soon as available and in any event within
	  120  days  after  the end of each fiscal  year  of  the
	  Borrower, a copy of the annual report for such year for
	  the   Borrower   and   its   subsidiaries,   containing
	  consolidated   financial  statements  for   such   year
	  certified  without qualification by Coopers  &  Lybrand
	  (or  such other nationally recognized public accounting
	  firm as the Agent may approve), and certified by a duly
	  authorized  officer  of  the Borrower  as  having  been
	  prepared   in   accordance  with   generally   accepted
	  accounting principles, consistently applied;

		(iii)      as soon as available and in any  event
	  within 60 days after the end of each of the first three
	  quarters of each fiscal year of the Borrower and within
	  120  days  after  the  end of the fiscal  year  of  the
	  Borrower, a certificate of the duly authorized  officer
	  of  the  Borrower, stating that no Prepayment Event  or
	  Event of Default has occurred and is continuing, or  if
	  a Prepayment Event or Event of Default has occurred and
	  is  continuing,  a statement setting forth  details  of
	  such  Prepayment Event or Event of Default, as the case
	  may  be, and the action that the Borrower has taken and
	  proposes to take with respect thereto;

		(iv)  as soon as possible and in any event within
	  five  days  after  the Borrower has  knowledge  of  the
	  occurrence  of each Prepayment Event, Event of  Default
	  and each event that, with the giving of notice or lapse
	  of  time or both, would constitute an Event of Default,
	  continuing  on the date of such statement, a  statement
	  of  the duly authorized officer of the Borrower setting
	  forth  details  of  such  Prepayment  Event,  Event  of
	  Default  or event, as the case may be, and the  actions
	  that  the Borrower has taken and proposes to take  with
	  respect thereto;

		(v)   as soon as possible and in any event within
	  five  days  after the Borrower receives notice  of  the
	  commencement   of  any  litigation  against,   or   any
	  arbitration, administrative, governmental or regulatory
	  proceeding  involving,  the  Borrower  or  any  of  its
	  subsidiaries,  that,  if  adversely  determined,  could
	  reasonably  be  expected  to have  a  material  adverse
	  effect  on  the  condition  (financial  or  otherwise),
	  operations,  business, properties or prospects  of  the
	  Borrower,  notice  of  such  litigation  describing  in
	  reasonable   detail   the   facts   and   circumstances
	  concerning such litigation and the Borrower s  or  such
	  subsidiary s proposed actions in connection therewith;

	       (vi) promptly after the sending or filing thereof,
	  copies of all reports that the Borrower sends to any of
	  its  securities holders, and copies of all reports  and
	  registration statements which the Borrower  files  with
	  the SEC or any national securities exchange pursuant to
	  the Securities Act of 1933 or the Exchange Act, and  of
	  all certificates pursuant to Rule 24 which the Borrower
	  files  with  the  SEC  pursuant to the  Public  Utility
	  Holding  Company  Act  of 1935 in connection  with  the
	  proceeding  of the SEC in File No. 70-8149  related  to
	  the  SEC  Order  or any subsequent proceedings  related
	  thereto;

		(vii)      as  soon as possible and in any  event
	  (A)  within  30 days after the Borrower  knows  or  has
	  reason  to  know  that  any  ERISA  Termination   Event
	  described  in  clause  (i) of the definition  of  ERISA
	  Termination  Event with respect to any ERISA  Plan  has
	  occurred  and  (A)  within 10 days after  the  Borrower
	  knows  or  has  reason  to know that  any  other  ERISA
	  Termination  Event with respect to any ERISA  Plan  has
	  occurred, a statement of the chief financial officer of
	  the  Borrower  describing such ERISA Termination  Event
	  and  the action, if any, that the Borrower proposes  to
	  take with respect thereto;

		(viii)     promptly and in any event  within  two
	  Business  Days  after receipt thereof by  the  Borrower
	  from  the PBGC, copies of each notice received  by  the
	  Borrower of the PBGC s intention to terminate any ERISA
	  Plan  or to have a trustee appointed to administer  any
	  ERISA Plan;

		(ix)  promptly  and in any event within  30  days
	  after  the  filing  thereof with the  Internal  Revenue
	  Service,   copies   of  each  Schedule   B   (Actuarial
	  Information)  to the annual report (Form  5500  Series)
	  with respect to each ERISA Plan;

		(x)   promptly  and  in  any  event  within  five
	  Business  Days  after receipt thereof by  the  Borrower
	  from  a  Multiemployer Plan sponsor,  a  copy  of  each
	  notice   received  by  the  Borrower   concerning   the
	  imposition of withdrawal liability pursuant to  Section
	  4202 of ERISA;

		(xi)  promptly  and  in  any  event  within  five
	  Business  Days  after Moody s or S&P  has  changed  any
	  Senior  Debt  Rating  of  any  Significant  Subsidiary,
	  notice of such change; and

		(xii)      such other information respecting  the
	  condition or operations, financial or otherwise, of the
	  Borrower  or  any  of its subsidiaries  as  any  Lender
	  through  the  Agent  may from time to  time  reasonably
	  request.

      SECTION 5.2.  Negative Covenants.  So long as any  Note  or
any  amount payable by the Borrower hereunder shall remain unpaid
or  any  Lender shall have any Commitment hereunder, the Borrower
will not, without the written consent of the Majority Lenders:

	   (a)   Liens, Etc.  Create or suffer to exist any  Lien
     upon  or  with respect to any of its properties  (including,
     without  limitation,  any shares  of  any  class  of  equity
     security  of  any  of  its Significant  Subsidiaries  or  of
     Entergy New Orleans), in each case to secure or provide  for
     the  payment of Debt, other than: (i) Liens in existence  on
     the date of this Agreement; (i) Liens for taxes, assessments
     or  governmental  charges or levies to the extent  not  past
     due,  or  which  are  being  contested  in  good  faith   in
     appropriate proceedings diligently conducted and  for  which
     the  Borrower has provided adequate reserves for the payment
     thereof  in  accordance with generally  accepted  accounting
     principles;  (i) pledges or deposits in the ordinary  course
     of   business   to   secure  obligations  under   worker   s
     compensation laws or similar legislation; (i) other  pledges
     or  deposits in the ordinary course of business (other  than
     for  borrowed  monies)  that,  in  the  aggregate,  are  not
     material  to  the Borrower; (i) purchase money mortgages  or
     other liens or purchase money security interests upon or  in
     any  property  acquired  or held  by  the  Borrower  in  the
     ordinary course of business to secure the purchase price  of
     such property or to secure indebtedness incurred solely  for
     the  purpose of financing the acquisition of such  property;
     (i) Liens imposed by law such as materialmen s, mechanics  ,
     carriers , workers  and repairmen s Liens and other  similar
     Liens  arising in the ordinary course of business  for  sums
     not  yet  due or currently being contested in good faith  by
     appropriate    proceedings   diligently    conducted;    (i)
     attachment,  judgment  or  other similar  Liens  arising  in
     connection with court proceedings, provided that such Liens,
     in  the  aggregate, shall not exceed $50,000,000 at any  one
     time outstanding, (i) other Liens not otherwise referred  to
     in  the  foregoing clauses (i) through (vii) above, provided
     that   such  Liens,  in  the  aggregate,  shall  not  exceed
     $100,000,000 at any one time and (i) Liens created  for  the
     sole purpose of extending, renewing or replacing in whole or
     in  part  Debt secured by any Lien referred in the foregoing
     clauses   (i)  through  (viii)  above,  provided  that   the
     principal  amount of indebtedness secured thereby shall  not
     exceed  the  principal amount of indebtedness so secured  at
     the  time of such extension, renewal or replacement and that
     such extension, renewal or replacement, as the case may  be,
     shall  be limited to all or a part of the property  or  Debt
     that  secured the Lien so extended, renewed or replaced (and
     any  improvements on such property); provided, further, that
     no  Lien  permitted under the foregoing clauses (i)  through
     (ix)  shall be placed upon any shares of any class of equity
     security  of  any Significant Subsidiary or of  Entergy  New
     Orleans  unless  the  obligations of  the  Borrower  to  the
     Lenders hereunder are simultaneously and ratably secured  by
     such  Lien  pursuant  to documentation satisfactory  to  the
     Lenders.

	   (b)   Limitation on Debt.   Permit the total principal
     amount  of  all  Debt of the Borrower and its  subsidiaries,
     determined  on a consolidated basis and without  duplication
     of  liability  therefor,  at  any  time  to  exceed  65%  of
     Capitalization  determined as of the last day  of  the  most
     recently  ended  fiscal quarter of the  Borrower;  provided,
     however,  that  for purposes of this Section  5.02(b)   Debt
     and    Capitalization    shall  not  include    (i)   Junior
     Subordinated Debentures issued to a subsidiary  trust  which
     has  issued  preferred securities that are included  in  the
     calculation  of   Capitalization  and (i) any  Debt  of  any
     subsidiary of the Borrower that is Non-Recourse Debt.

	   (c)   Mergers, Etc.  Merge with or into or consolidate
     with or into  any other Person, except that the Borrower may
     merge  with  any  other Person, provided  that,  immediately
     after giving effect to any such merger, (i) the Borrower  is
     the  surviving corporation or (A) the surviving  corporation
     is  organized  under the laws of one of the  states  of  the
     United  States  of  America  and  assumes  the  Borrower   s
     obligations hereunder in a manner acceptable to the Majority
     Lenders,  and  (A) after giving effect to such  merger,  the
     Senior  Debt  Ratings  of  the two Significant  Subsidiaries
     (other  than  SERI) having the highest Senior  Debt  Ratings
     shall  be  at least BBB- and Baa3, (i) no event  shall  have
     occurred  and  be continuing that constitutes  a  Prepayment
     Event or an Event of Default or would constitute an Event of
     Default but for the requirement that notice be given or time
     elapse  or  both, and (i) the Borrower shall not  be  liable
     with respect to any Debt or allow its property to be subject
     to  any Lien which would not be permissible with respect  to
     it  or its property under this Agreement on the date of such
     transaction.

	   (d)   Disposition  of Assets.  Sell, lease,  transfer,
     convey  or  otherwise dispose of (whether in one transaction
     or  in a series of transactions) any shares of voting common
     stock  (or  of  stock or other instruments convertible  into
     voting  common  stock) of any Significant Subsidiary  or  of
     Entergy New Orleans, or permit any Significant Subsidiary or
     Entergy  New Orleans to issue, sell or otherwise dispose  of
     any  of  its shares of voting common stock (or of  stock  or
     other  instruments  convertible into voting  common  stock),
     except to the Borrower or a Significant Subsidiary.


			   ARTICLE VI

		 EVENTS OF DEFAULT AND REMEDIES
				
		 EVENTS OF DEFAULT AND REMEDIES;

      SECTION  6.1.   Events of Default.  Each of  the  following
events shall constitute an  Event of Default  hereunder:

	   (a)   The Borrower shall fail to pay any principal  of
     any  Advance when the same becomes due and payable, or shall
     fail  to  pay  interest thereon or any other amount  payable
     under  this  Agreement  or any of  the  Notes  within  three
     Business Days after the same becomes due and payable; or

	   (b)   Any  representation  or  warranty  made  by  the
     Borrower  herein or by the Borrower (or any of its officers)
     in  connection with this Agreement shall prove to have  been
     incorrect  or misleading in any material respect when  made;
     or

	   (c)   The  Borrower shall fail to perform  or  observe
     (i)   any   term,   covenant  or  agreement   contained   in
     Section  5.01(b) or 5.02 or (i) any other term, covenant  or
     agreement  contained in this Agreement on  its  part  to  be
     performed  or observed if the failure to perform or  observe
     such   other  term,  covenant  or  agreement  shall   remain
     unremedied  for 30 days after written notice  thereof  shall
     have  been given to the Borrower by the Agent or any Lender;
     or

	  (d)  The Borrower shall fail to pay any principal of or
     premium  or  interest on any Debt of the  Borrower  that  is
     outstanding  in a principal amount in excess of  $50,000,000
     in the aggregate (but excluding Debt evidenced by the Notes)
     when  the same becomes due and payable (whether by scheduled
     maturity,  required  prepayment,  acceleration,  demand   or
     otherwise),  and  such  failure  shall  continue  after  the
     applicable grace period, if any, specified in the  agreement
     or instrument relating to such Debt; or

	   (e)   The  Borrower,  any  Significant  Subsidiary  or
     Entergy  New  Orleans shall generally not pay its  debts  as
     such  debts  become  due,  or shall  admit  in  writing  its
     inability  to  pay  its debts generally,  or  shall  make  a
     general  assignment  for the benefit of  creditors;  or  any
     proceeding  shall be instituted by or against the  Borrower,
     any Significant Subsidiary or Entergy New Orleans seeking to
     adjudicate   it   a  bankrupt  or  insolvent,   or   seeking
     liquidation,   winding   up,  reorganization,   arrangement,
     adjustment, protection, relief, or composition of it or  its
     debts  under  any law relating to bankruptcy, insolvency  or
     reorganization or relief of debtors, or seeking the entry of
     an  order  for  relief  or the appointment  of  a  receiver,
     trustee, custodian or other similar official for it  or  for
     any substantial part of its property and, in the case of any
     such proceeding instituted against it (but not instituted by
     it),  either  such  proceeding shall remain  undismissed  or
     unstayed  for  a  period of 30 days, or any of  the  actions
     sought  in  such proceeding (including, without  limitation,
     the entry of an order for relief against, or the appointment
     of  a receiver, trustee, custodian or other similar official
     for,  it or for any substantial part of its property)  shall
     occur;  or  the  Borrower,  any  Significant  Subsidiary  or
     Entergy  New  Orleans  shall take any  corporate  action  to
     authorize  or  to  consent to any of the actions  set  forth
     above in this subsection (e); or

	   (f)  Any judgment or order for the payment of money in
     excess of $25,000,000 shall be rendered against the Borrower
     and  either  (i)  enforcement proceedings  shall  have  been
     commenced by any creditor upon such judgment or order or (i)
     there  shall  be any period of 10 consecutive Business  Days
     during  which  a  stay of enforcement of  such  judgment  or
     order, by reason of a pending appeal or otherwise, shall not
     be in effect; or

	   (g)   (i)  An ERISA Plan of the Borrower or any  ERISA
     Affiliate of the Borrower shall fail to maintain the minimum
     funding  standards required by Section 412 of  the  Internal
     Revenue  Code of 1986 for any plan year or a waiver of  such
     standard  is sought or granted under Section 412(d)  of  the
     Internal Revenue Code of 1986, or (i) an ERISA Plan  of  the
     Borrower  or any ERISA Affiliate of the Borrower  is,  shall
     have   been  or  will  be  terminated  or  the  subject   of
     termination proceedings under ERISA, or (i) the Borrower  or
     any  ERISA  Affiliate of the Borrower has incurred  or  will
     incur  a  liability to or on account of an ERISA Plan  under
     Section  4062, 4063 or 4064 of ERISA and there shall  result
     from  such  event either a liability or a material  risk  of
     incurring a liability to the PBGC or an ERISA Plan,  or  (i)
     any ERISA Termination Event with respect to an ERISA Plan of
     the  Borrower  or any ERISA Affiliate of the Borrower  shall
     have  occurred,  and in the case of any event  described  in
     clauses  (i)  through (iv), (A) such event (if  correctable)
     shall  not  have  been corrected and (A)   the  then-present
     value of such ERISA Plan s vested benefits exceeds the then-
     current  value of assets accumulated in such ERISA  Plan  by
     more  than the amount of $25,000,000 (or in the case  of  an
     ERISA  Termination  Event  involving  the  withdrawal  of  a
     substantial  employer  (as defined in Section 4001(a)(2)  of
     ERISA),  the withdrawing employer s proportionate  share  of
     such excess shall exceed such amount).

     SECTION 6.2.  Remedies.  If any Prepayment Event or Event of
Default  shall  occur and be continuing, then, and  in  any  such
event,  the  Agent  (i) shall at the request,  or  may  with  the
consent,  of  the  Majority Lenders, by notice to  the  Borrower,
declare  the  obligation of each Lender to make  Advances  to  be
terminated, whereupon the same shall forthwith terminate, and (i)
shall  at  the request, or may with the consent, of the  Majority
Lenders,  by  notice  to  the Borrower, declare  the  Notes,  all
interest  thereon  and  all  other  amounts  payable  under  this
Agreement  to be forthwith due and payable, whereupon the  Notes,
all  such  interest  and all such amounts  shall  become  and  be
forthwith  due and payable, without presentment, demand,  protest
or  further notice of any kind, all of which are hereby expressly
waived  by the Borrower; provided, however, that in the event  of
an  actual or deemed entry of an order for relief with respect to
the  Borrower, any Significant Subsidiary or Entergy New  Orleans
under  the  Federal Bankruptcy Code, (A) the obligation  of  each
Lender to make Advances shall automatically be terminated and (A)
the   Notes,  all  such  interest  and  all  such  amounts  shall
automatically become and be due and payable, without presentment,
demand,  protest  or any notice of any kind,  all  of  which  are
hereby expressly waived by the Borrower.


			   ARTICLE VII

			    THE AGENT
				
			   THE AGENT;

      SECTION 7.1.  Authorization and Action.  Each Lender hereby
appoints and authorizes the Agent to take such action as agent on
its  behalf  and to exercise such powers under this Agreement  as
are  delegated  to the Agent by the terms hereof,  together  with
such  powers  as are reasonably incidental thereto.   As  to  any
matters  not expressly provided for by this Agreement (including,
without limitation, enforcement or collection of the Notes),  the
Agent  shall not be required to exercise any discretion  or  take
any  action,  but  shall be required to act or  to  refrain  from
acting  (and shall be fully protected in so acting or  refraining
from  acting) upon the instructions of the Majority Lenders,  and
such  instructions  shall be binding upon  all  Lenders  and  all
holders of Notes; provided, however, that the Agent shall not  be
required  to take any action which exposes the Agent to  personal
liability  or  which is contrary to this Agreement or  applicable
law.   The  Agent agrees to give to each Lender prompt notice  of
each notice given to it by the Borrower pursuant to the terms  of
this Agreement.

      SECTION 7.2.  Agent s Reliance, Etc.  Neither the Agent nor
any  of  its  directors, officers, agents or employees  shall  be
liable for any action taken or omitted to be taken by it or  them
under  or  in connection with this Agreement, except for  its  or
their   own  gross  negligence  or  willful  misconduct.  Without
limitation  of  the  generality  of  the  foregoing,  the  Agent:
(i)  may treat the payee of any Note as the holder thereof  until
the  Agent  receives  and  accepts an Assignment  and  Acceptance
entered  into by the Lender which is the payee of such  Note,  as
assignor,  and  any assignee pursuant to Section  8.07;  (i)  may
consult  with legal counsel (including counsel for the Borrower),
independent public accountants and other experts selected  by  it
and  shall  not be liable for any action taken or omitted  to  be
taken  in good faith by it in accordance with the advice of  such
counsel,  accountants  or  experts;  (i)  makes  no  warranty  or
representation to any Lender and shall not be responsible to  any
Lender for any statements, warranties or representations (whether
written  or  oral) made in or in connection with this  Agreement;
(i)  shall not have any duty to ascertain or to inquire as to the
performance  or  observance of any of  the  terms,  covenants  or
conditions  of this Agreement on the part of the Borrower  or  to
inspect  the  property (including the books and records)  of  the
Borrower; (i) shall not be responsible to any Lender for the  due
execution,   legality,  validity,  enforceability,   genuineness,
sufficiency  or  value of, or the perfection or priority  of  any
lien  or  security interest created or purported  to  be  created
under  or  in  connection  with,  this  Agreement  or  any  other
instrument or document furnished pursuant hereto; and  (i)  shall
incur  no  liability  under or in respect of  this  Agreement  by
acting  upon any notice, consent, certificate or other instrument
or writing (which may be by telecopier, telegram, cable or telex)
believed  by  it to be genuine and signed or sent by  the  proper
party or parties.

      SECTION 7.3.  Citibank and Affiliates.  With respect to its
Commitment, the Advances made by it and the Notes issued  to  it,
Citibank  shall  have  the  same rights  and  powers  under  this
Agreement as any other Lender and may exercise the same as though
it  were not the Agent; and the term  Lender  or  Lenders  shall,
unless  otherwise expressly indicated, include  Citibank  in  its
individual  capacity.   Citibank and its  affiliates  may  accept
deposits from, lend money to, act as trustee under indentures of,
and  generally engage in any kind of business with, the Borrower,
any  of its subsidiaries and any Person who may do business  with
or  own securities of the Borrower or any such subsidiary, all as
if  Citibank were not the Agent and without any duty  to  account
therefor to the Lenders.

       SECTION   7.4.   Lender  Credit  Decision.   Each   Lender
acknowledges that it has, independently and without reliance upon
the  Agent  or  any  other  Lender and  based  on  the  financial
statements  referred  to  in  Section  4.01(e)  and  such   other
documents and information as it has deemed appropriate, made  its
own  credit  analysis and decision to enter into this  Agreement.
Each  Lender  also  acknowledges that it will, independently  and
without reliance upon the Agent or any other Lender and based  on
such  documents  and information as it shall deem appropriate  at
the time, continue to make its own credit decisions in taking  or
not taking action under this Agreement.

       SECTION  7.5.   Indemnification.   The  Lenders  agree  to
indemnify  the  Agent  (to  the  extent  not  reimbursed  by  the
Borrower), ratably according to the respective principal  amounts
of  the  Contract  Notes then held by each  of  them  (or  if  no
Contract  Notes  are at the time outstanding or if  any  Contract
Notes  are  held  by  Persons  which  are  not  Lenders,  ratably
according  to the respective amounts of their Commitments),  from
and   against  any  and  all  liabilities,  obligations,  losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements  of  any  kind or nature whatsoever  which  may  be
imposed on, incurred by, or asserted against the Agent in any way
relating to or arising out of this Agreement or any action  taken
or  omitted by the Agent under this Agreement, provided  that  no
Lender  shall  be  liable for any portion  of  such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,
suits, costs, expenses or disbursements resulting from the  Agent
s  gross negligence or willful misconduct.  Without limitation of
the foregoing, each Lender agrees to reimburse the Agent promptly
upon  demand for its ratable share of any out-of-pocket  expenses
(including  reasonable counsel fees) incurred  by  the  Agent  in
connection    with   the   preparation,   execution,    delivery,
administration,  modification, amendment or enforcement  (whether
through  negotiations, legal proceedings  or  otherwise)  of,  or
legal advice in respect of rights or responsibilities under, this
Agreement,  to the extent that such expenses are reimbursable  by
the  Borrower  but for which the Agent is not reimbursed  by  the
Borrower.

      SECTION 7.6.  Successor Agent.  The Agent may resign at any
time  by  giving  written notice thereof to the Lenders  and  the
Borrower and may be removed at any time with or without cause  by
the  Majority Lenders.  Upon any such resignation or removal, the
Majority  Lenders  shall have the right to  appoint  a  successor
Agent,  which,  for so long as no Prepayment Event  or  Event  of
Default  has  occurred and is continuing, shall be a  Lender  and
shall  be approved by the Borrower (with such approval not to  be
unreasonably withheld or delayed).  If no successor  Agent  shall
have  been  so appointed by the Majority Lenders and approved  by
the Borrower, and shall have accepted such appointment, within 30
days  after  the retiring Agent s giving of notice of resignation
or  the Majority Lenders  removal of the retiring Agent, then the
retiring Agent may, on behalf of the Lenders, appoint a successor
Agent, which shall be a commercial bank organized under the  laws
of  the United States or of any other country that is a member of
the  OECD  having  a  combined capital and surplus  of  at  least
$50,000,000.   Upon  the acceptance of any appointment  as  Agent
hereunder  by  a  successor  Agent, such  successor  Agent  shall
thereupon  succeed  to  and become vested with  all  the  rights,
powers,  privileges  and duties of the retiring  Agent,  and  the
retiring   Agent  shall  be  discharged  from  its   duties   and
obligations  under this Agreement.  After any  retiring  Agent  s
resignation or removal hereunder as Agent, the provisions of this
Article VII shall inure to its benefit as to any actions taken or
omitted  to  be  taken  by  it while  it  was  Agent  under  this
Agreement.  Notwithstanding the foregoing, if no Prepayment Event
or  Event of Default, and no event that with the giving of notice
or  the  passage of time, or both, would constitute an Prepayment
Event or Event of Default, shall have occurred and be continuing,
then  no  successor Agent shall be appointed under  this  Section
7.06  without  the prior written consent of the  Borrower,  which
consent shall not be unreasonably withheld or delayed.


			  ARTICLE VIII

			  MISCELLANEOUS
				
			 MISCELLANEOUS;

      SECTION  8.1.  Amendments, Etc.  No amendment or waiver  of
any  provision  of  this  Agreement or the  Contract  Notes,  nor
consent to any departure by the Borrower therefrom, shall in  any
event be effective unless the same shall be in writing and signed
by the Majority Lenders, and then such waiver or consent shall be
effective  only  in the specific instance and  for  the  specific
purpose  for  which given; provided, however, that no  amendment,
waiver or consent shall, unless in writing and signed by all  the
Lenders  (other  than  any Lender that  is  the  Borrower  or  an
Affiliate  of the Borrower), do any of the following:  (a)  waive
any  of  the conditions specified in Section 3.01, 3.02 or  3.03,
(a)  increase  the  Commitments of the  Lenders  or  subject  the
Lenders  to any additional obligations, (a) reduce the  principal
of,  or  interest  on, the Contract Notes or any  fees  or  other
amounts  payable hereunder, (a) postpone any date fixed  for  any
payment  of principal of, or interest on, the Contract  Notes  or
any  fees  or  other amounts payable hereunder,  (a)  change  the
percentage  of  the  Commitments  or  of  the  aggregate   unpaid
principal amount of the Contract Notes, or the number of Lenders,
which  shall be required for the Lenders or any of them  to  take
any  action  hereunder or (a) amend this Section 8.01 or  Section
2.17(a);  and  provided, further, that no  amendment,  waiver  or
consent  shall,  unless in writing and signed  by  the  Agent  in
addition  to  the  Lenders required above to  take  such  action,
affect the rights or duties of the Agent under this Agreement  or
any Note.

       SECTION  8.2.   Notices,  Etc.   All  notices  and   other
communications  provided  for  hereunder  shall  be  in   writing
(including telecopier, telegraphic, telex or cable communication)
and   mailed,   telecopied,  telegraphed,  telexed,   cabled   or
delivered,  if  to  the Borrower, at its address  at  639  Loyola
Avenue,  New Orleans, LA 70113, Attention: Treasurer; if  to  any
Bank, at its Domestic Lending Office specified opposite its  name
on  Schedule  I hereto; if to any other Lender, at  its  Domestic
Lending   Office  specified  in  the  Assignment  and  Acceptance
pursuant to which it became a Lender; and if to the Agent, at its
address  at 399 Park Avenue, New York, New York 10043, Attention:
Utilities  Department, North American Finance Group;  or,  as  to
each  party, at such other address as shall be designated by such
party in a written notice to the other parties.  All such notices
and  communications shall, when mailed, telecopied,  telegraphed,
telexed  or  cabled, be effective when deposited  in  the  mails,
telecopied,  delivered  to the telegraph  company,  confirmed  by
telex answerback or delivered to the cable company, respectively,
except  that notices and communications to the Agent pursuant  to
Article  II or VII shall not be effective until received  by  the
Agent.   Except as otherwise provided in Section 5.01(c), notices
and other communications given by the Borrower to the Agent shall
be deemed given to the Lenders.

      SECTION 8.3.  No Waiver; Remedies Remedies;.  No failure on
the part of any Lender or the Agent to exercise, and no delay  in
exercising,  any right hereunder or under any Note shall  operate
as  a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof  or
the  exercise  of any other right.  The remedies herein  provided
are cumulative and not exclusive of any remedies provided by law.

       SECTION   8.4.    Costs   and  Expenses;   Indemnification
Indemnification;.  (a)  The Borrower agrees to pay on demand  all
costs  and expenses incurred by the Agent in connection with  the
preparation,  execution,  delivery,  syndication  administration,
modification and amendment of this Agreement, the Notes  and  the
other  documents  to  be delivered hereunder, including,  without
limitation,  the  reasonable fees and out-of-pocket  expenses  of
counsel  for the Agent with respect thereto and with  respect  to
advising  the  Agent as to its rights and responsibilities  under
this Agreement.  Any invoices to the Borrower with respect to the
aforementioned expenses shall describe such costs and expenses in
reasonable detail.  The Borrower further agrees to pay on  demand
all  costs  and expenses, if any (including, without  limitation,
counsel  fees  and expenses of outside counsel  and  of  internal
counsel),  incurred  by the Agent and the Lenders  in  connection
with   the  enforcement  (whether  through  negotiations,   legal
proceedings or otherwise) of, and the protection of the rights of
the  Lenders  under,  this Agreement, the  Notes  and  the  other
documents   to   be   delivered  hereunder,  including,   without
limitation,  reasonable counsel fees and expenses  in  connection
with the enforcement of rights under this Section 8.04(a).

      (b)  If any payment of principal of, or Conversion of,  any
Adjusted CD Rate Advance or Eurodollar Rate Advance is made other
than  on  the  last day of the Interest Period for such  Contract
Advance,  as  a  result  of a payment or Conversion  pursuant  to
Section  2.09(d), 2.10 or 2.13, acceleration of the  maturity  of
the  Notes pursuant to Section 6.02, assignment to another Lender
upon demand of the Borrower pursuant to Section 8.07(h) or (i) or
for  any  other  reason, the Borrower shall, upon demand  by  any
Lender  (with  a copy of such demand to the Agent),  pay  to  the
Agent  for  the  account of such Lender any amounts  required  to
compensate  such  Lender  for  any additional  losses,  costs  or
expenses  which  it  may reasonably incur as  a  result  of  such
payment  or Conversion, including, without limitation,  any  loss
(including  loss  of  anticipated  profits  upon  such  Lender  s
representation  to  the  Borrower that  it  has  made  reasonable
efforts  to  mitigate  such loss), cost or  expense  incurred  by
reason  of the liquidation or reemployment of deposits  or  other
funds  acquired by any Lender to fund or maintain  such  Contract
Advance.   Any  Lender making a demand pursuant to  this  Section
8.04(b)  shall  provide the Borrower with a written certification
of  the  amounts required to be paid to such Lender,  showing  in
reasonable  detail  the basis for the Lender s  determination  of
such amounts; provided, however, that no Lender shall be required
to  disclose any confidential or proprietary information  in  any
certification  provided pursuant hereto, and the failure  of  any
Lender  to  provide  such  certification  shall  not  affect  the
obligations of the Borrower hereunder.

      (c)   The Borrower hereby agrees to indemnify and hold each
Lender,  the  Agent  and their respective  Affiliates  and  their
respective   officers,  directors,  employees  and   professional
advisors  (each,  an   Indemnified Person  )  harmless  from  and
against  any and all claims, damages, losses, liabilities,  costs
or  expenses (including reasonable attorney s fees and  expenses,
whether or not such Indemnified Person is named as a party to any
proceeding or is otherwise subjected to judicial or legal process
arising  from any such proceeding) that any of them may incur  or
which  may be claimed against any of them by any person or entity
by  reason  of or in connection with the execution,  delivery  or
performance  of  this  Agreement, the Notes  or  any  transaction
contemplated thereby, or the use by the Borrower or  any  of  its
subsidiaries  of  the  proceeds of any Advance,  except  that  no
Indemnified  Person  shall  be entitled  to  any  indemnification
hereunder  to  the  extent  that such  claims,  damages,  losses,
liabilities, costs or expenses are finally determined by a  court
of  competent  jurisdiction  to  have  resulted  from  the  gross
negligence or willful misconduct of such Indemnified Person.  The
Borrower  s obligations under this Section 8.04(c) shall  survive
the  repayment of all amounts owing to the Lenders and the  Agent
under  this  Agreement and the Notes and the termination  of  the
Commitments.   If and to the extent that the obligations  of  the
Borrower  under  this Section 8.04(c) are unenforceable  for  any
reason,  the Borrower agrees to make the maximum contribution  to
the  payment and satisfaction thereof which is permissible  under
applicable law.

      SECTION  8.5.  Right of Set-off.  Upon  (i) the  occurrence
and  during the continuance of any Event of Default or Prepayment
Event  and (i) the making of the request or the granting  of  the
consent  specified  by  Section 6.02 to authorize  the  Agent  to
declare  the Notes due and payable pursuant to the provisions  of
Section  6.01, each Lender is hereby authorized at any  time  and
from time to time, to the fullest extent permitted by law, to set
off  and apply any and all deposits (general or special, time  or
demand,  provisional  or  final)  at  any  time  held  and  other
indebtedness  at  any time owing by such Lender  to  or  for  the
credit or the account of the Borrower against any and all of  the
obligations of the Borrower now or hereafter existing under  this
Agreement and any Note held by such Lender, whether or  not  such
Lender  shall have made any demand under this Agreement  or  such
Note and although such obligations may be unmatured.  Each Lender
agrees promptly to notify the Borrower after any such set-off and
application  made by such Lender, provided that  the  failure  to
give  such  notice shall not affect the validity of such  set-off
and  application.  The rights of each Lender under  this  Section
8.05  are  in  addition to other rights and remedies  (including,
without  limitation, other rights of set-off) which  such  Lender
may have.

      SECTION 8.6.  Binding Effect.  This Agreement shall  become
effective  when it shall have been executed by the Borrower,  the
Agent and Lenders constituting the  Majority Lenders  (as defined
in the Original Credit Agreement) and thereafter shall be binding
upon and inure to the benefit of the Borrower, the Agent and each
Lender  and their respective successors and assigns, except  that
the  Borrower  shall  not have the right  to  assign  its  rights
hereunder  or  any  interest  herein without  the  prior  written
consent of the Lenders.

      SECTION  8.7.   Assignments and Participations.   (a)  Each
Lender may assign to one or more banks or other entities all or a
portion  of  its  rights  and obligations  under  this  Agreement
(including,  without  limitation,  all  or  a  portion   of   its
Commitment,  the Contract Advances owing to it and  the  Contract
Note  or  Notes  held by it); provided, however,  that   (i)  the
Borrower  and  the Agent shall have consented to such  assignment
(such  consent  not to be unreasonably withheld  or  delayed)  by
signing the Assignment and Acceptance referred to in clause  (iv)
below; (i) each such assignment shall be of a constant, and not a
varying,  percentage  of  all rights and obligations  under  this
Agreement (other than any Auction Advances or Auction Notes); (i)
the  amount  of  the  Commitment of the  assigning  Lender  being
assigned pursuant to each such assignment (determined as  of  the
date  of  the  Assignment and Acceptance  with  respect  to  such
assignment) shall in no event be less than $10,000,000 and  shall
be  an  integral multiple of $1,000,000 (or shall  be  the  total
amount of the assigning Lender s Commitment); and (i) the parties
to  each such assignment shall execute and deliver to the  Agent,
for  its  acceptance and recording in the Register, an Assignment
and  Acceptance, together with any Contract Note or Notes subject
to such assignment and a processing and recordation fee of $2,500
(plus  an  amount  equal to out-of-pocket legal expenses  of  the
Agent, estimated by the Agent and advised to such parties).  Upon
such  execution,  delivery, acceptance and  recording,  from  and
after  the  effective  date  specified  in  each  Assignment  and
Acceptance,  (x) the assignee thereunder shall be a party  hereto
and,  to  the  extent that rights and obligations hereunder  have
been  assigned to it pursuant to such Assignment and  Acceptance,
have the rights and obligations of a Lender hereunder and (y) the
Lender  assignor thereunder shall, to the extent that rights  and
obligations hereunder have been assigned by it pursuant  to  such
Assignment and Acceptance, relinquish its rights and be  released
from its obligations under this Agreement (and, in the case of an
Assignment  and Acceptance covering all or the remaining  portion
of  an  assigning  Lender  s rights and  obligations  under  this
Agreement,  such  Lender  shall cease  to  be  a  party  hereto).
Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement,  any Lender at any time may assign all or any  portion
of  its  rights  and  obligations under  this  Agreement  to  any
Affiliate of such Lender.

       (b)   By  executing  and  delivering  an  Assignment   and
Acceptance,  the  Lender  assignor thereunder  and  the  assignee
thereunder  confirm to and agree with each other  and  the  other
parties  hereto as follows:  (i) other than as provided  in  such
Assignment  and  Acceptance,  such  assigning  Lender  makes   no
representation  or  warranty and assumes no  responsibility  with
respect to any statements, warranties or representations made  in
or  in connection with this Agreement or the execution, legality,
validity,  enforceability, genuineness, sufficiency or  value  of
this  Agreement  or  any other instrument or  document  furnished
pursuant   hereto;   (i)   such   assigning   Lender   makes   no
representation  or  warranty and assumes no  responsibility  with
respect  to  the  financial condition  of  the  Borrower  or  the
performance  or  observance  by  the  Borrower  of  any  of   its
obligations  under  this  Agreement or any  other  instrument  or
document  furnished pursuant hereto; (i) such  assignee  confirms
that  it  has  received a copy of this Agreement,  together  with
copies of the financial statements referred to in Section 4.01(e)
and  such  other  documents  and information  as  it  has  deemed
appropriate to make its own credit analysis and decision to enter
into  such  Assignment and Acceptance; (i)  such  assignee  will,
independently and without reliance upon the Agent, such assigning
Lender  or  any  other  Lender and based on  such  documents  and
information as it shall deem appropriate at the time, continue to
make  its  own  credit decisions in taking or not  taking  action
under  this  Agreement; (i) such assignee appoints and authorizes
the  Agent  to  take such action as agent on its  behalf  and  to
exercise such powers under this Agreement as are delegated to the
Agent  by  the  terms hereof, together with such  powers  as  are
reasonably incidental thereto; and (i) such assignee agrees  that
it  will  perform  in  accordance with their  terms  all  of  the
obligations which by the terms of this Agreement are required  to
be performed by it as a Lender.

      (c)  The Agent shall maintain at its address referred to in
Section  8.02 a copy of each Assignment and Acceptance  delivered
to  and accepted by it and a register for the recordation of  the
names  and  addresses of the Lenders and the Commitment  of,  and
principal  amount of the Contract Advances owing to, each  Lender
from  time to time (the  Register ).  The entries in the Register
shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Agent and the Lenders may treat each
Person  whose  name  is  recorded in the  Register  as  a  Lender
hereunder for all purposes of this Agreement.  The Register shall
be  available for inspection by the Borrower or any Lender at any
reasonable  time  and  from time to time  upon  reasonable  prior
notice.

      (d)   Upon  its  receipt  of an Assignment  and  Acceptance
executed  by  an assigning Lender and an assignee, together  with
any  Contract Note or Notes subject to such assignment, the Agent
shall,  if such Assignment and Acceptance has been completed  and
is in substantially the form of Exhibit C hereto, (i) accept such
Assignment  and Acceptance, (i) record the information  contained
therein in the Register and (i) give prompt notice thereof to the
Borrower.   Within five Business Days after its receipt  of  such
notice,  the  Borrower,  at its own expense,  shall  execute  and
deliver  to  the  Agent in exchange for the surrendered  Contract
Note  or  Notes a new Contract Note to the order of such assignee
in  an  amount equal to the Commitment assumed by it pursuant  to
such  Assignment and Acceptance and, if the assigning Lender  has
retained a Commitment hereunder, a new Contract Note to the order
of  the  assigning  Lender in an amount equal to  the  Commitment
retained by it hereunder.  Such new Contract Note or Notes  shall
be  in  an  aggregate  principal amount equal  to  the  aggregate
principal  amount  of such surrendered Contract  Note  or  Notes,
shall  be  dated  the  effective  date  of  such  Assignment  and
Acceptance  and shall otherwise be in substantially the  form  of
Exhibit A-1 hereto.

      (e)   Each Lender may assign to one or more banks or  other
entities  any  Auction  Note or Notes held  by  it,  without  the
consent of the Borrower.

      (f)   Each  Lender may sell participations to one  or  more
banks, financial institutions or other entities in or to all or a
portion  of  its  rights  and obligations  under  this  Agreement
(including,  without  limitation,  all  or  a  portion   of   its
Commitment, the Advances owing to it and the Note or  Notes  held
by  it);  provided, however, that (i) such Lender  s  obligations
under   this   Agreement  (including,  without  limitation,   its
Commitment to the Borrower hereunder) shall remain unchanged, (i)
such  Lender shall remain solely responsible to the other parties
hereto  for the performance of such obligations, (i) such  Lender
shall remain the holder of any such Note for all purposes of this
Agreement, and (i) the Borrower, the Agent and the other  Lenders
shall  continue to deal solely and directly with such  Lender  in
connection  with such Lender s rights and obligations under  this
Agreement.

      (g)   Any Lender may, in connection with any assignment  or
participation or proposed assignment or participation pursuant to
this  Section  8.07, disclose to the assignee or  participant  or
proposed assignee or participant, any information relating to the
Borrower  furnished  to  such Lender  by  or  on  behalf  of  the
Borrower;  provided  that,  prior to  any  such  disclosure,  the
assignee or participant or proposed assignee or participant shall
agree   to  preserve  the  confidentiality  of  any  confidential
information  relating to the Borrower received by  it  from  such
Lender.

     (h)  If any Lender shall fail to consent to the extension of
the Termination Date within 30 days of receipt by such Lender  of
notice  of  any  request  pursuant to  Section  2.17,  then  upon
termination  of such 30-day period, the Borrower may demand  that
such Lender assign in accordance with this Section 8.07 to one or
more  assignees designated by the Borrower and acceptable to  the
Majority   Lenders   (provided  that,  for   purposes   of   this
determination by the Majority Lenders, the non-consenting  Lender
shall not be included in the Lenders holding Contract Advances or
having Commitments) all (but not less than all) of such Lender  s
Commitment and the Contract Advances owing to it within the  next
15  days.  If any such assignee designated by the Borrower  shall
fail  to  consummate such assignment on terms acceptable to  such
Lender,  or  if  the  Borrower shall fail to designate  any  such
assignee  for  all of such Lender s Commitment or Advances,  then
such  Lender may assign such Commitment and Advances to any other
assignee  acceptable to the Majority Lenders (provided that,  for
purposes of this determination by the Majority Lenders, the  non-
consenting  Lender shall not be included in the  Lenders  holding
Contract Advances or having Commitments) in accordance with  this
Section  8.07 during such 15-day period; it being understood  for
purposes  of this Section 8.07(h) that such assignment  shall  be
conclusively deemed to be on terms acceptable to such Lender, and
such  Lender shall be compelled to consummate such assignment  to
an   assignee  designated  by  the  Borrower,  if  such  assignee
  (i) shall agree to such assignment in substantially the form of
Exhibit C hereto and (i) shall offer compensation to such  Lender
in  an  amount  equal to the sum of the principal amount  of  all
Contract  Advances outstanding to such Lender plus  all  interest
accrued  thereon  to  the  date of such payment  plus  all  other
amounts payable by the Borrower to such Lender hereunder (whether
or  not then due) as of the date of such payment accrued in favor
of such Lender hereunder.

      (i)   If any Lender shall make any demand for payment under
Section  2.12 or 2.15, or if any Lender shall be the  subject  of
any  notification or assertion of illegality under Section  2.13,
then  within 30 days after any such demand (if, but only if, such
demanded  payment has been made by the Borrower) or  notification
or  assertion, the Borrower may, with the approval of  the  Agent
(which  approval shall not be unreasonably withheld) and provided
that  no  Prepayment Event, Event of Default or event that,  with
the  giving  of notice or lapse of time or both, would constitute
an  Event of Default, shall then have occurred and be continuing,
demand  that  such Lender assign in accordance with this  Section
8.07  to  one  or more assignees designated by the  Borrower  and
acceptable  to the Majority Lenders (provided that, for  purposes
of  this determination by the Majority Lenders, the Lender making
a demand for payment or subject to a notification or assertion of
illegality shall not be included in the Lenders holding  Contract
Advances  or having Commitments) all (but not less than  all)  of
such  Lender s Commitment and the Contract Advances owing  to  it
within  the period ending on the later to occur of such 30th  day
and  the  last  day  of the longest of the then current  Interest
Periods  for  such Advances.  If any such assignee designated  by
the  Borrower and approved by the Majority Lenders shall fail  to
consummate such assignment on terms acceptable to such Lender, or
if  the  Borrower  shall  fail to designate  any  such  assignees
acceptable to the Majority Lenders for all or part of such Lender
s  Commitment or Advances, then such demand by the Borrower shall
become  ineffective;  it being understood for  purposes  of  this
subsection (i) that such assignment shall be conclusively  deemed
to  be  on terms acceptable to such Lender, and such Lender shall
be  compelled  to  consummate  such  assignment  to  an  Eligible
Assignee  designated by the Borrower, if such  Eligible  Assignee
(A) shall agree to such assignment by entering into an Assignment
and  Acceptance with such Lender and (A) shall offer compensation
to  such  Lender in an amount equal to all amounts then owing  by
the Borrower to such Lender hereunder and under the Note made  by
the  Borrower  to  such Lender, whether for principal,  interest,
fees, costs or expenses (other than the demanded payment referred
to  above  and  payable by the Borrower as  a  condition  to  the
Borrower  s  right to demand such assignment), or otherwise.   In
addition,  in  the event that the Borrower shall be  entitled  to
demand  the replacement of any Lender pursuant to this subsection
(i),  the Borrower may, in the case of any such Lender, with  the
approval  of  the Agent (which approval shall not be unreasonably
withheld) and provided that no Prepayment Event, Event of Default
or  event  that, with the giving of notice or lapse  of  time  or
both,  would  constitute  an Event of Default,  shall  then  have
occurred and be continuing, terminate all (but not less than all)
such  Lender s Commitment and prepay all (but not less than  all)
such  Lender  s  Advances  not  so assigned,  together  with  all
interest accrued thereon to the date of such prepayment  and  all
fees,  costs  and expenses and other amounts then  owing  by  the
Borrower to such Lender hereunder and under the Note made by  the
Borrower  to such Lender, at any time from and after  such  later
occurring  day in accordance with Sections 2.05 and  2.11  hereof
(but without the requirement stated therein for ratable treatment
of  the  other Lenders), if and only if, after giving  effect  to
such  termination  and  prepayment,  the  sum  of  the  aggregate
principal  amount of the Advances of all Lenders then outstanding
does  not  exceed the then remaining Commitments of the  Lenders.
Notwithstanding anything set forth above in this  subsection  (i)
to the contrary, the Borrower shall not be entitled to compel the
assignment by any Lender demanding payment under Section  2.12(a)
of  its  Commitment  and  Advances or terminate  and  prepay  the
Commitment  and Advances of such Lender if, prior to or  promptly
following any such demand by the Borrower, such Lender shall have
changed  or  shall  change, as the case may  be,  its  Applicable
Lending  Office  for  its  Eurodollar  Rate  Advances  so  as  to
eliminate  the  further incurrence of such  increased  cost.   In
furtherance  of the foregoing, any such Lender demanding  payment
or  giving  notice  as provided above agrees  to  use  reasonable
efforts to so change its Applicable Lending Office if, to do  so,
would  not  result in the incurrence by such Lender of additional
costs  or  expenses  which  it deems material  or,  in  the  sole
judgment   of   such  Lender,  be  inadvisable  for   regulatory,
competitive or internal management reasons.

       (j)   Anything  in  this  Section  8.07  to  the  contrary
notwithstanding,  any Lender may assign and  pledge  all  or  any
portion  of its Commitment and the Advances owing to  it  to  any
Federal Reserve Bank (and its transferees) as collateral security
pursuant to Regulation A of the Board of Governors of the Federal
Reserve  System and any Operating Circular issued by such Federal
Reserve  Bank.   No such assignment shall release  the  assigning
Lender from its obligations hereunder.

      SECTION 8.8.  Governing Law.  THIS AGREEMENT AND THE  NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE  LAWS
OF THE STATE OF NEW YORK.

      SECTION 8.9.  Consent to Jurisdiction; Waiver of Jury Trial
Waiver  of Jury Trial;.  (a)  To the fullest extent permitted  by
law,  the  Borrower hereby irrevocably (i) submits  to  the  non-
exclusive  jurisdiction of any New York State  or  Federal  court
sitting in New York City and any appellate court from any thereof
in  any  action or proceeding arising out of or relating to  this
agreement  or  any other Loan Document, and (i) agrees  that  all
claims  in respect of such action or proceeding may be heard  and
determined in such New York State court or in such Federal court.
The  Borrower  hereby irrevocably waives, to the  fullest  extent
permitted  by  law, the defense of an inconvenient forum  to  the
maintenance  of  such action or proceeding.   The  Borrower  also
irrevocably consents, to the fullest extent permitted by law,  to
the  service  of  any  and all process  in  any  such  action  or
proceeding  by  the mailing by certified mail of copies  of  such
process to the Borrower at its address specified in Section 8.02.
The Borrower agrees, to the fullest extent permitted by law, that
a  final  judgment  in  any such action or  proceeding  shall  be
conclusive and may be enforced in other jurisdictions by suit  on
the judgment or in any other manner provided by law.

      (b)   THE  BORROWER,  THE  AGENT  AND  THE  LENDERS  HEREBY
IRREVOCABLY  WAIVE  ALL RIGHT TO TRIAL BY  JURY  IN  ANY  ACTION,
PROCEEDING  OR  COUNTERCLAIM ARISING OUT OF OR RELATING  TO  THIS
AGREEMENT  OR  ANY  NOTE,  OR ANY OTHER  INSTRUMENT  OR  DOCUMENT
DELIVERED HEREUNDER OR THEREUNDER.

      SECTION  8.10.  Execution in Counterparts.  This  Agreement
may  be  executed in any number of counterparts and by  different
parties  hereto in separate counterparts, each of which  when  so
executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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

			 ENTERGY CORPORATION


			 By
			     Name: William J. Regan Jr.
			     Title: Vice President and Treasurer


			 CITIBANK, N.A.,
			   as Agent



			 By
			    Name:
			    Title:

			 Banks

			 BANK OF AMERICA NATIONAL TRUST
			    & SAVINGS ASSOCIATION



			 By
			    Name:
			    Title:

			 THE BANK OF NEW YORK



			 By
			    Name:
			    Title:



			 THE CHASE MANHATTAN BANK



			 By
			    Name:
			    Title:



			 CITIBANK, N.A.



			 By
			    Name:
			    Title:



			 UNION BANK OF SWITZERLAND



			 By
			    Name:
			    Title:



			 By
			    Name:
			    Title:



			 ABN AMRO BANK N.V.



			 By
			    Name:
			    Title:



			 By
			    Name:
			    Title:



			 THE BANK OF NOVA SCOTIA



			 By
			    Name:
			    Title:



			 CANADIAN IMPERIAL BANK OF
			    COMMERCE



			 By
			    Name:
			    Title:



			 MELLON BANK, N.A.



			 By
			    Name:
			    Title:



			 FIRST NATIONAL BANK OF
			    COMMERCE



			 By
			    Name:
			    Title:



			 WHITNEY NATIONAL BANK



			 By
			    Name:
			    Title:



<PAGE>
			       SCHEDULE I
				    
			   ENTERGY CORPORATION
				    
		      $300,000,000 Credit Agreement



Name of Bank     Domestic             Eurodollar           CD
		 Lending Office       Lending Office       Lending Office
ABN AMRO Bank    135 South LaSalle    135 South LaSalle    135 South LaSalle
N.V.             Street               Street               Street
		 Suite 711            Suite 711            Suite 711
		 Chicago, IL 60603    Chicago, IL 60603    Chicago, IL 60603
		 Attn: Peter D. Gaw/  Attn: Peter D. Gaw/  Attn: Peter D. Gaw/
		    Kevin S.             Kevin S.             Kevin S.
		 McFadden             McFadden             McFadden
		 Telephone: 312-904-  Telephone: 312-904-  Telephone: 312-904-
		  2065                 2065                 2065
		 312-                 312-                 312-
		 904-2131             904-2131             904-2131
		 Fax: 312-904-6387    Fax: 312-904-6387
				      
					  Fax: 312-904-6387

Bank of America  333 S. Beaudry       333 S. Beaudry       333 S. Beaudry
National Trust & Avenue               Avenue               Avenue
Savings          19th Floor           19th Floor           19th Floor
Association      Los Angeles, CA      Los Angeles, CA      Los Angeles, CA
		 90017                90017                90017
		 Attn: Yolanda        Attn: Yolanda        Attn: Yolanda
		 Harper               Harper               Harper
		 Telephone: 213-345-  Telephone: 213-345-  Telephone: 312-345-
		 6536                 6536                 6536
		 Fax: 213-345-6550    Fax: 213-345-6550
					  Fax: 213-345-6550
The Bank of New  1 Wall Street        1 Wall Street        1 Wall Street
York             New York, NY 10286   New York, NY 10286   New York, NY 10286
		 Attn: Dennis M.      Attn: Dennis M.      Attn: Dennis M.
		 Pidherny/            Pidherny/            Pidherny/
		    Jo-Anne Evans        Jo-Anne Evans     Jo-Anne Evans
		 Telephone: 212-635-  Telephone: 212-635-  Telephone: 212-635-
		 7547                 7547                 7923
		 Fax: 212-635-7923    Fax: 212-635-7923
		 
					  Fax: 212-635-7923

The Bank of Nova 600 Peachtree        600 Peachtree        600 Peachtree
Scotia           Street N.E.          Street N.E.          Street N.E.
		 Atlanta, GA 30308    Atlanta, GA 30308    Atlanta, GA 30308
		 Attn: F.C.H. Ashby   Attn: F.C.H. Ashby   Attn: F.C.H. Ashby
		 Telephone: 404-877-  Telephone: 404-877-  Telephone: 404-877-
		 1500                 1500                 1500
		 Fax: 404-888-8998    Fax: 404-888-8998
					  Fax: 404-888-8998

CIBC, Inc.       2727 Paces Ferry     2727 Paces Ferry     2727 Paces Ferry
		 Road                 Road                 Road
		 Two Paces West       Two Paces West       Two Paces West
		 Suite 1200           Suite 1200           Suite 1200
		 Atlanta, GA 30339    Atlanta, GA 30339    Atlanta, GA 30339
		 Attn: Debra          Attn: Debra          Attn: Debra
		 Quintero             Quintero             Quintero
		 Telephone: 404-319-  Telephone: 404-319-  Telephone: 404-319-
		 4823                 4823                 4823
		 Fax: 404-319-4950    Fax: 404-319-4950
					  Fax: 404-319-4950

The Chase        270 Park Avenue      270 Park Avenue      270 Park Avenue
Manhattan        New York, NY 10017   New York, NY 10017   New York, NY 10017
   Bank          Attn: John F.        Attn: John F.        Attn: John F.
		 Gahebe               Gahebe               Gahebe
		 Telephone: 212-270-  Telephone: 212-270-  Telephone: 212-270-
		 3531                 3531                 3531
		 Fax: 212-270-4711    Fax: 212-270-4711
					  Fax: 212-270-4711

Citibank, N.A.   One Court Square     One Court Square     One Court Square
		 Seventh Floor, Zone  Seventh Floor, Zone  Seventh Floor, Zone
		 1                    1                    1
		 Long Island City,    Long Island City,    Long Island City,
		 NY 11120             NY 11120             NY 11120
		 Attn: John Mann      Attn: John Mann      Attn: John Mann
		 Telephone: 718-248-  Telephone: 718-248-  Telephone: 718-248-
		 4504                 4504                 4504
		 Fax: 718-248-4844    Fax: 718-248-4844
					  Fax: 718-248-4844

First National   201 St. Charles      201 St. Charles      201 St. Charles
Bank of          Avenue               Avenue               Avenue
   Commerce      28th Floor           28th Floor           28th Floor
		 New Orleans, LA      New Orleans, LA      New Orleans, LA
		 70170                70170                70170
		 Attn: J. Charles     Attn: J. Charles     Attn: J. Charles
		 Freel, Jr.           Freel, Jr.           Freel, Jr.
		 Telephone: 504-623-  Telephone: 504-623-  Telephone: 504-623-
		 1638                 1638                 1638
		 Fax: 504-623-1316    Fax: 504-623-1316
					  Fax: 504-623-1316

Mellon Bank,     Three Mellon Bank    Three Mellon Bank    Three Mellon Bank
N.A.             Center               Center               Center
		 Room 2332            Room 2332            Room 2332
		 Pittsburgh, PA       Pittsburgh, PA       Pittsburgh, PA
		 15259                15259                15259
		 Attn: Suzanne Cooke  Attn: Suzanne Cooke  Attn: Suzanne Cooke
		 Telephone: 412-236-  Telephone: 412-236-  Telephone: 412-236-
		 0437                 0437                 0437
		 Fax: 412-236-2027    Fax: 412-236-2027
					  Fax: 412-236-2027
Union Bank of    299 Park Avenue      299 Park Avenue      299 Park Avenue
   Switzerland   New York, NY 10171   New York, NY 10171   New York, NY 10171
		 Attn: Michael Flynn  Attn: Michael Flynn  Attn: Michael Flynn
		 Telephone: 212-821-  Telephone: 212-821-  Telephone: 212-821-
		 3705                 3705                 3705
		 Fax: 212-821-3259    Fax: 212-821-3259
					  Fax: 212-821-3259

Whitney National 228 St. Charles      228 St. Charles      228 St. Charles
Bank             Avenue               Avenue               Avenue
		 New Orleans, LA      New Orleans, LA      New Orleans, LA
		 70130                70130                70130
		 Attn: Patricia E.    Attn: David Damour   Attn: David Damour
		 Taylor               Telephone: 504-586-  Telephone: 504-586-
		 Telephone: 504-586-  2479                 2479
		 7208                 Fax: 504-586-3502
		 Fax: 504-586-7383
					  Fax: 504-586-3502

									 
<PAGE>
			  SCHEDULE III

		       COMMITMENT SCHEDULE


	     Name of Lender
	   Commitment Amount
Bank of America National Trust & Savings
	      Association
	      $36,000,000
	  The Bank of New York
	      $36,000,000
	The Chase Manhattan Bank
	      $36,000,000
	     Citibank, N.A.
	      $36,000,000
       Union Bank of Switzerland
	      $36,000,000
	   ABN Amro Bank N.V.
	      $25,000,000
	The Bank of Nova Scotia
	      $25,000,000
   Canadian Imperial Bank of Commerce
	      $25,000,000
	   Mellon Bank, N.A.
	      $25,000,000
    First National Bank of Commerce
	      $10,000,000
	 Whitney National Bank
	      $10,000,000
		       Total Commitment:
$300,000,000


<PAGE>
			   EXHIBIT A-1
				
		      FORM OF CONTRACT NOTE
				




U.S.$                                                      Dated:
, 19



      FOR VALUE RECEIVED, the undersigned, ENTERGY CORPORATION, a
Delaware corporation (the  Borrower ), HEREBY PROMISES TO PAY  to
the   order   of                                             (the
Lender  ) for the account of its Applicable Lending Office  (such
term and other capitalized terms herein being used as defined  in
the  Credit  Agreement referred to below) the  principal  sum  of
U.S.$10,000,000  or, if less, the aggregate principal  amount  of
the Contract Advances made by the Lender to the Borrower pursuant
to  the  Credit  Agreement outstanding on the  Termination  Date,
payable on the Termination Date.

       The  Borrower  promises  to pay  interest  on  the  unpaid
principal amount of each Contract Advance from the date  of  such
Contract Advance until such principal amount is paid in full,  at
such  interest rates, and payable at such times, as are specified
in the Credit Agreement.

       Both principal and interest are payable in lawful money of
the  United States of America to Citibank, N.A., as Agent, at 399
Park  Avenue, New York, New York 10043, in same day funds.   Each
Contract  Advance made by the Lender to the Borrower pursuant  to
the  Credit  Agreement,  and  all payments  made  on  account  of
principal thereof, shall be recorded by the Lender and, prior  to
any  transfer hereof, endorsed on the grid attached hereto  which
is part of this Promissory Note.

       This Promissory Note is one of the Contract Notes referred
to  in,  and  is  entitled to the benefits of,  the  Amended  and
Restated Credit Agreement, dated as of                     , 1996
(the   Credit  Agreement ), among the Borrower,  the  Lender  and
certain other banks parties thereto, and Citibank, N.A., as Agent
for the Lender and such other banks.  The Credit Agreement, among
other things, (i) provides for the making of Contract Advances by
the  Lender  to  the Borrower from time to time in  an  aggregate
amount  not  to  exceed at any time outstanding the  U.S.  dollar
amount  first  above mentioned, the indebtedness of the  Borrower
resulting from each such Contract Advance being evidenced by this
Promissory Note, and (i) contains provisions for acceleration  of
the  maturity hereof upon the happening of certain stated  events
and also for prepayments on account of principal hereof prior  to
the  maturity  hereof  upon  the  terms  and  conditions  therein
specified.

      The Borrower hereby waives presentment, demand, protest and
notice  of  any kind.  No failure to exercise, and  no  delay  in
exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights.

	THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED 
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


					ENTERGY CORPORATION



					By      
						Name:
						Title:



<PAGE>

ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL



Date        Amount of   Interest      Principal     Amount of Unpaid
	    Advance     Period        Paid or       Principal Balance 
			(if any)      Prepaid       Notation Made By 
			of Advance




<PAGE>
EXHIBIT A-2

FORM OF AUCTION NOTE


U.S.$______________     Dated: __________, 19__



	FOR VALUE RECEIVED, the undersigned, ENTERGY CORPORATION, 
a Delaware corporation (the  Borrower ), HEREBY PROMISES TO PAY 
to the order of                               (the  Lender ) for 
the account of its Applicable Lending Office (as defined in the 
Credit Agreement referred to below), on           , 19  , the 
principal amount of                Dollars ($              ).

	The Borrower promises to pay interest on the unpaid 
principal amount hereof from the date hereof until such principal 
amount is paid in full, at the interest rate and payable on the 
interest payment date or dates provided below:

[Interest Rate: ____% per annum] [or] [Description 
of Interest Rate Basis and Margin] (calculated on 
the basis of a year of ____ days for the actual 
number of days elapsed).

	Interest Payment Date or Dates: __________

	Prepayment terms:______________________

	Both principal and interest are payable in lawful money of 
the United States of America to                     or the 
account of the Lender at the office of Citibank, N.A., as Agent, 
at 399 Park Avenue, New York, New York 10043, in same day funds, 
free and clear of and without any deduction, with respect to the 
payee named above, for any and all present and future taxes, 
deductions, charges or withholdings, and all liabilities with 
respect thereto to the extent and in the manner provided in the 
Credit Agreement.

	This Promissory Note is one of the Auction Notes referred 
to in, and is entitled to the benefits of, the Amended and 
Restated Credit Agreement, dated as of __________ ___, 1996 (the  
Credit Agreement ), among the Borrower, the Lender and certain 
other banks parties thereto, and Citibank, N.A., as Agent for the 
Lender and such other banks.  The Credit Agreement, among other 
things, contains provisions for acceleration of the maturity 
hereof upon the happening of certain stated events.

	The Borrower hereby waives presentment, demand, protest 
and notice of any kind.  No failure to exercise, and no delay in 
exercising, any rights hereunder on the part of the holder hereof 
shall operate as a waiver of such rights.

	THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED 
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


					ENTERGY CORPORATION



					By      
						Name:
						Title:




<PAGE>

EXHIBIT B-1

FORM OF NOTICE OF CONTRACT BORROWING



Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
399 Park Avenue
New York, New York 10043


							[Date]


	Attention:      Utilities Department
			North American Finance Group



Ladies and Gentlemen:

	The undersigned, Entergy Corporation, refers to the 
Amended and Restated Credit Agreement, dated as of __________ 
___, 1996 (the  Credit Agreement , the terms defined therein 
being used herein as therein defined), among the undersigned, 
certain Lenders parties thereto and Citibank, N.A., as Agent for 
said Lenders, and hereby gives you notice, irrevocably, pursuant 
to Section 2.02 of the Credit Agreement that the undersigned 
hereby requests a Contract Borrowing under the Credit Agreement, 
and in that connection sets forth below the information relating 
to such Contract Borrowing (the  Proposed Contract Borrowing ) as 
required by Section 2.02(a) of the Credit Agreement:

	(i)     The Business Day of the Proposed Contract Borrowing 
is                       , 19   .

	(i)     The Type of Contract Advances to be made in 
connection with the Proposed Contract Borrowing is [Adjusted CD 
Rate Advances] [Base Rate Advances] [Eurodollar Rate Advances].

	(i)     The aggregate amount of the Proposed Contract 
Borrowing is $           .

	(iv)    The Interest Period for each Contract Advance made as 
part of the Proposed Contract Borrowing is [     days] [     
month[s]].

	The undersigned hereby certifies that the following 
statements are true on the date hereof, and will be true on the 
date of the Proposed Contract Borrowing:

	(A)     the representations and warranties contained in 
Section 4.01 of the Credit Agreement are correct, before 
and after giving effect to the Proposed Contract Borrowing 
and to the application of the proceeds therefrom, as 
though made on and as of such date; and

	(A)     no event has occurred and is continuing, or would 
result from such Proposed Contract Borrowing or from the 
application of the proceeds therefrom, that constitutes a 
Prepayment Event or an Event of Default or would 
constitute an Event of Default but for the requirement 
that notice be given or time elapse or both.

					Very truly yours,

					ENTERGY CORPORATION                                        

					By      
					   Name:
					   Title:



<PAGE>

EXHIBIT B-2

FORM OF NOTICE OF AUCTION BORROWING


Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
399 Park Avenue
New York, New York 10043


							[Date]


	Attention:      Utilities Department
			North American Finance Group


Ladies and Gentlemen:

	The undersigned, Entergy Corporation, refers to the 
Amended and Restated Credit Agreement, dated as of __________ 
___, 1996 (the  Credit Agreement , the terms defined therein 
being used herein as therein defined), among the undersigned, 
certain Lenders parties thereto and Citibank, N.A., as Agent for 
said Lenders, and hereby gives you notice pursuant to Section 
2.03 of the Credit Agreement that the undersigned hereby requests 
an Auction Borrowing under the Credit Agreement, and in that 
connection sets forth the terms on which such  Auction Borrowing 
(the  Proposed Auction Borrowing ) is requested to be made:

	(A)     Date of Auction Borrowing                                      
	(A)     Amount of Auction Borrowing                                    
	(A)     Maturity Date                                                  
	(A)     Interest Rate Basis and Margin                                 
	(A)     Interest Computation Basis                                     
	(A)     Interest Payment Date(s)                                       
	(A)     Prepayment                                                             

	(H)                                                                      
	(I)                                                                      

	The undersigned hereby certifies that the following 
statements are true on the date hereof, and will be true on the 
date of the Proposed Auction Borrowing:

	(a)     the representations and warranties contained in 
Section 4.01 of the Credit Agreement are correct, before 
and after giving effect to the Proposed Auction Borrowing 
and to the application of the proceeds therefrom, as 
though made on and as of such date;

	(a)     no event has occurred and is continuing, or would 
result from the Proposed Auction Borrowing or from the 
application of the proceeds therefrom, that constitutes a 
Prepayment Event or an Event of Default or would 
constitute an Event of Default but for the requirement 
that notice be given or time elapse or both; and

	(a)     the aggregate amount of the Proposed Auction 
Borrowing and all other Borrowings to be made on the same 
day under the Credit Agreement is within the aggregate 
amount of the unused Commitments of the Lenders.

	The undersigned hereby confirms that the Proposed Auction 
Borrowing is to be made available to it in accordance with 
Section 2.03(a)(v) of the Credit Agreement.

					Very truly yours,

					ENTERGY CORPORATION



					By      
						Name:
						Title:




<PAGE>

EXHIBIT B-3

FORM OF NOTICE OF CONVERSION



Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
399 Park Avenue
New York, New York 10043


							[Date]


	Attention:      Utilities Department
			North American Finance Group


Ladies and Gentlemen:

	The undersigned, Entergy Corporation, refers to the 
Amended and Restated Credit Agreement, dated as of                   
, 1996 (the  Credit Agreement , the terms defined therein being 
used herein as therein defined), among the undersigned, certain 
Lenders party thereto and Citibank, N.A., as Agent for said 
Lenders, and hereby gives you notice, irrevocably, pursuant to 
Section 2.10 of the Credit Agreement, that the undersigned hereby 
requests a Conversion under the Credit Agreement, and in that 
connection sets forth below the information relating to such 
Conversion (the  Proposed Conversion ) as required by 
Section 2.10 of the Credit Agreement:

	(i)     The Business Day of the Proposed Conversion is 
__________, _____.

	(i)     The Type of Advances comprising the Proposed 
Conversion is [Adjusted CD Rate Advances] [Base Rate 
Advances] [Eurodollar Rate Advances].

	(i)     The aggregate amount of the Proposed Conversion is 
$__________.

	(i)     The Type of Advances to which such Advances are 
proposed to be Converted is [Adjusted CD Rate Advances] 
[Base Rate Advances] [Eurodollar Rate Advances].

	(i)     The Interest Period for each Advance made as part 
of the Proposed Conversion is [        days] 
[        month(s)].*

	The undersigned hereby represents and warrants that 
the following statements are true on the date hereof, and 
will be true on the date of the Proposed Conversion:

	(A)     The Borrower s request for the Proposed Conversion 
is made in compliance with Section 2.10 of the Credit 
Agreement; and

	(A)     The statements contained in Section 3.02 of the 
Credit Agreement are true.


					Very truly yours,

					ENTERGY CORPORATION



					By      
						Title:


<PAGE>

EXHIBIT C

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated ___________, 19__



	Reference is made to the Amended and Restated Credit 
Agreement, dated as of __________ ___, 1996 (as amended, modified 
or supplemented from time to time, the  Credit Agreement ), among 
Entergy Corporation, a                corporation (the  Borrower 
), the Lenders (as defined in the Credit Agreement) and Citibank, 
N.A., as Agent for the Lenders (the  Agent ).  Terms defined in 
the Credit Agreement are used herein with the same meaning.

			(the  Assignor ) and               (the  
Assignee ) agree as follows:

	(a)     The Assignor hereby sells and assigns to the Assignee 
without recourse, and the Assignee hereby purchases and assumes 
from the Assignor, that interest in and to all of the Assignor s 
rights and obligations under the Credit Agreement as of the date 
hereof (other than in respect of Auction Advances and Auction 
Notes) which represents the percentage interest specified on 
Schedule 1 of all outstanding rights and obligations under the 
Credit Agreement (other than in respect of Auction Advances and 
Auction Notes), including, without limitation, such interest in 
the Assignor s Commitment, the Contract Advances owing to the 
Assignor, and the Contract Note[s] held by the Assignor.  After 
giving effect to such sale and assignment, the Assignee s 
Commitment and the amount of the Contract Advances owing to the 
Assignee will be as set forth in Section 2 of Schedule 1.

	(b)     The Assignor (A) represents and warrants that it is 
the legal and beneficial owner of the interest being assigned by 
it hereunder and that such interest is free and clear of any 
adverse claim; (B) makes no representation or warranty and 
assumes no responsibility with respect to any statements, 
warranties or representations made in or in connection with the 
Credit Agreement or the execution, legality, validity, 
enforceability, genuineness, sufficiency or value of the Credit 
Agreement or any other instrument or document furnished pursuant 
thereto; (C) makes no representation or warranty and assumes no 
responsibility with respect to the financial condition of the 
Borrower or the performance or observance by the Borrower of any 
of its obligations under the Credit Agreement or any other 
instrument or document furnished pursuant thereto; and 
(D) attaches the Contract Note[s] referred to in paragraph 1 
above and requests that the Agent exchange such Contract Note[s] 
for a new Contract Note payable to the order of the Assignee in 
an amount equal to the Commitment assumed by the Assignee 
pursuant hereto or new Contract Notes payable to the order of the 
Assignee in an amount equal to the Commitment assumed by the 
Assignee pursuant hereto and the Assignor in an amount equal to 
the Commitment retained by the Assignor under the Credit 
Agreement, respectively, as specified on Schedule 1 hereto.  
Except as specified in this Section 2, the assignment hereunder 
shall be without recourse to the Assignor.

	(c)     The Assignee (A) confirms that it has received a copy 
of the Credit Agreement, together with copies of the financial 
statements referred to in Section 4.01 thereof and such other 
documents and information as it has deemed appropriate to make 
its own credit analysis and decision to enter into this 
Assignment and Acceptance; (B) agrees that it will, independently 
and without reliance upon the Agent, the Assignor or any other 
Lender and based on such documents and information as it shall 
deem appropriate at the time, continue to make its own credit 
decisions in taking or not taking action under the Credit 
Agreement; (C) appoints and authorizes the Agent to take such 
action as agent on its behalf and to exercise such powers under 
the Credit Agreement as are delegated to the Agent by the terms 
thereof, together with such powers as are reasonably incidental 
thereto; (D) agrees that it will perform in accordance with their 
terms all of the obligations which by the terms of the Credit 
Agreement are required to be performed by it as a Lender; [and] 
(E) specifies as its CD Lending Office, Domestic Lending Office 
(and address for notices) and Eurodollar Lending Office the 
offices set forth beneath its name on the signature pages hereof 
[and (vi) attaches the forms prescribed by the Internal Revenue 
Service of the United States certifying that it is exempt from 
United States withholding taxes with respect to all payments to 
be made to the Assignee under the Credit Agreement and the 
Notes]. 

	(d)     Following the execution of this Assignment and 
Acceptance by the Assignor and the Assignee, it will be delivered 
to the Agent for acceptance and recording by the Agent.  The 
effective date of this Assignment and Acceptance shall be the 
date of acceptance thereof by the Agent, unless otherwise 
specified on Schedule 1 hereto (the  Effective Date ); provided, 
however, that in no event shall this Assignment and Acceptance 
become effective prior to the payment for the processing and 
recordation fee to the Agent as provided in Section 8.07(a) of 
the Credit Agreement.

	(e)     Upon such acceptance and recording by the Agent, as 
of the Effective Date, (A) the Assignee shall be a party to the 
Credit Agreement and, to the extent provided in this Assignment 
and Acceptance, have the rights and obligations of a Lender 
thereunder and (B) the Assignor shall, to the extent provided in 
this Assignment and Acceptance, relinquish its rights and be 
released from its obligations under the Credit Agreement.

	(f)     Upon such acceptance and recording by the Agent, from 
and after the Effective Date, the Agent shall make all payments 
under the Credit Agreement and the Contract Notes in respect of 
the interest assigned hereby (including, without limitation, all 
payments of principal, interest and commitment fees with respect 
thereto) to the Assignee.  The Assignor and Assignee shall make 
all appropriate adjustments in payments under the Credit 
Agreement and the Contract Notes for periods prior to the 
Effective Date directly between themselves.

	(g)     THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, 
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW 
YORK.

	(h)     This Assignment and Acceptance may be signed in any 
number of counterparts, each of which shall be deemed an 
original, with the same effect as if the signatures thereto and 
hereto were up on the same instrument.




	IN WITNESS WHEREOF, the parties hereto have caused this 
Assignment and Acceptance to be executed by their respective 
officers thereunto duly authorized, as of the date first above 
written, such execution being made on Schedule 1 hereto.

					[NAME OF ASSIGNOR]



					By      
						Name:
						Title:


					[NAME OF ASSIGNEE]



					By      
						Name:
						Title:


					CD Lending Office:
					      [Address]

					Domestic Lending Office (and
					  address for notices):
					       [Address]



<PAGE>
					Eurodollar Lending Office:
					       [Address]



Accepted this      day
of             , 19  


CITIBANK, N.A., as Agent



By                     
    Name:
    Title:



Schedule 1
to
Assignment and Acceptance
Dated __________, 19__

Section (i)

	Percentage Interest:                                             %

Section (j)

	Assignee s Commitment:                          $       

	Aggregate Outstanding Principal
	  Amount of Contract Advances owing to the Assignee:    $       

	A Contract Note payable to the order of the Assignee
					  Dated:   _________, 19__

						 Principal amount:      $       

	[A Contract Note payable to the order of the Assignor
					  Dated:   _________, 19__

						 Principal amount:      $       ]

Section (k)

	Effective Date :                             _________, 19__



<PAGE>

EXHIBIT D

FORM OF OPINION OF
 COUNSEL FOR THE BORROWER

 [Date]

To each of the Lenders parties to the
  Credit Agreement referred to on the
  Signature Page Hereof and to
  Citibank, N.A., as Agent


Entergy Corporation

Ladies and Gentlemen:

	I have acted as counsel to Entergy Corporation, a Delaware 
corporation (the  Borrower ), in connection with the preparation, 
execution and delivery of the Amended and Restated Credit 
Agreement, dated as of ______________ ___, 1996, by and among the 
Borrower, the Banks parties thereto and the other Lenders from 
time to time parties thereto and Citibank, N.A., as Agent.  This 
opinion is furnished to you at the request of the Borrower 
pursuant to 3.01(a)(v) of the Credit Agreement.  Unless 
otherwise defined herein or unless the context otherwise 
requires, terms defined in the Credit Agreement are used herein 
as therein defined.

	In such capacity, I have examined:

		(i)     Counterparts of the Credit Agreement, executed by 
			the Borrower;

		(ii)    The Contract Notes, executed by the Borrower;

		(iii)   The form of the Auction Notes to be executed 
			and delivered by the Borrower in connection with 
			Auction Borrowings;

		(iv)    The Certificate of Incorporation of the Borrower 
			(the  Charter );

		(v)     The Bylaws of the Borrower (the  Bylaws );

		(vi)    A certificate of the Secretary of State of the 
			State of Delaware, dated __________, 1996, 
			attesting to the continued corporate existence 
			and good standing of the Borrower in that State;

		(vii)   A Certificate of the Secretary of State of 
			the State of Louisiana, dated __________, 1996, 
			attesting that the Borrower is a foreign 
			corporation duly qualified to conduct business in 
			that  state;

		(viii)  A copy of the Order dated July 27, 1995, of 
			the Securities and Exchange Commission (File No. 
			70-8149) under the Public Utility Holding Company 
			Act of 1935 (the  SEC Order ); and

		(ix)    The other documents furnished by the Borrower to 
			the Agent pursuant to Section 3.01(a) of the 
			Credit Agreement.

I have also examined such other corporate records of the 
Borrower, certificates of public officials and of officers of the 
Borrower, and agreements, instruments and other documents, as I 
have deemed necessary as a basis for the opinions expressed 
below.

	In my examination, I have assumed the genuineness of all 
signatures, the legal capacity of natural persons, the 
authenticity of all documents submitted to me as originals, and 
the conformity with the originals of all documents submitted to 
me as copies.  In making my examination of documents and 
instruments executed or to be executed by persons other than the 
Borrower, I have assumed that each such other person had the 
requisite power and authority to enter into and perform fully its 
obligations thereunder, the due authorization by each such other 
person for the execution, delivery and performance thereof and 
the due execution and delivery thereof by or on behalf of such 
person of each such document and instrument.  In the case of any 
such person that is not a natural person, I have also assumed, 
insofar as it is relevant to the opinions set forth below, that 
each such other person is duly organized, validly existing and in 
good standing under the laws of the jurisdiction in which it was 
created, and is duly qualified and in good standing in each other 
jurisdiction where the failure to be so qualified could 
reasonably be expected to have a material effect upon its ability 
to execute, deliver and/or perform its obligations under any such 
document or instrument.  I have further assumed that each 
document, instrument, agreement, record and certificate reviewed 
by me for purposes of rendering the opinions expressed below has 
not been amended by any oral agreement, conduct or course of 
dealing between the parties thereto.

	As to questions of fact material to the opinions expressed 
herein, I have relied upon certificates and representations of 
officers of the Borrower (including but not limited to those 
contained in the Credit Agreement and certificates delivered upon 
the execution and delivery of the Credit Agreement) and of 
appropriate public officials, without independent verification of 
such matters except as otherwise described herein.

	Whenever my opinions herein with respect to the existence 
or absence of facts are stated to be to my knowledge or 
awareness, it is intended to signify that no information has come 
to my attention or the attention of other counsel working under 
my direction in connection with the preparation of this opinion 
letter that would give me or them actual knowledge of the 
existence or absence of such facts.  However, except to the 
extent expressly set forth herein, neither I nor they have 
undertaken any independent investigation to determine the 
existence or absence of such facts, and no inference as to my or 
their knowledge of the existence or absence of such facts should 
be assumed.

	On the basis of the foregoing, having regard for such legal 
consideration as I deem relevant, and subject to the other 
limitations and qualifications contained in this letter, I am of 
the opinion that:

	(l)     The Borrower is a corporation duly organized, validly 
existing and in good standing under the laws of the State of 
Delaware and is duly qualified to do business as a foreign 
corporation in each jurisdiction in which the nature of the 
business conducted or the property owned, operated or leased by 
it requires such qualification.

	(m)     The execution, delivery and performance by the 
Borrower of the Credit Agreement and the Notes are within the 
Borrower s corporate powers, have been duly authorized by all 
necessary corporate action and do not contravene (i) the Charter 
or the Bylaws or (ii) law or (iii) any contractual or legal 
restriction binding on or affecting the Borrower.  The Credit 
Agreement and the Contract Notes have been duly executed and 
delivered on behalf of the Borrower.  When completed in the form 
thereof attached as Exhibit A-2 to the Credit Agreement, and 
executed by an authorized officer of the Borrower and delivered 
on behalf of the Borrower, each Auction Note will have been duly 
executed and delivered by the Borrower.

	(n)     No authorization, approval or other action by, and no 
notice to or filing with, any governmental authority or 
regulatory body is required for the due execution, delivery and 
performance by the Borrower of the Credit Agreement and the 
Notes, except for the SEC Order, which has been obtained, is 
final and in full force and effect, and is not the subject of any 
appeal.

	(o)     Except as disclosed in the Borrower s Annual Report on 
Form 10-K for the fiscal year ended December 31, 1995, and in the 
Borrower s Quarterly Report on Form 10-Q for the period ended 
September 30, 1996, there is no pending or, to the best of my 
knowledge, threatened action or proceeding affecting the Borrower 
or any of its subsidiaries before any court, governmental agency 
or arbitrator that reasonably could be expected to affect 
materially and adversely the condition (financial or otherwise), 
operations, business, properties or prospects of the Borrower or 
its ability to perform its obligations under the Credit Agreement 
or any Note, or that purports to affect the legality, validity, 
binding effect or enforceability of the Credit Agreement or any 
Note.  To the best of my knowledge, after inquiry, there has been 
no change in any matter disclosed in such filings that reasonably 
could be expected to result in such a material adverse effect.

	(p)     The Borrower is no an  investment company  or a 
company  controlled  by an  investment company , within the 
meaning of the Investment Company Act of 1940, as amended, or an  
investment adviser  within the meaning of the Investment Advisers 
Act of 1940, as amended.

	(q)     The Credit Agreement and the Contract Notes 
constitute, and the Auction Notes, when completed in the form 
thereof attached as Exhibit A-2 to the Credit Agreement and 
executed by an authorized officer of the Borrower and delivered 
on behalf of the Borrower in accordance with the terms of the 
Credit Agreement, will constitute, the legal, valid and binding 
obligations of the Borrower enforceable against the Borrower in 
accordance with their respective terms.

	My opinions above are subject to the following 
qualifications:

		(i)     My opinions are subject, as to enforceability, to 
(A) bankruptcy, insolvency, reorganization, 
moratorium and other similar laws affecting 
creditors rights generally and (B) the 
application of general principles of equity, 
including but not limited to the right to have 
specific performance of contract obligations, 
regardless of whether considered in a proceeding 
in equity or at law.

		(ii)    My opinion in paragraph 1 above, insofar as it 
relates to the due incorporation, valid existence 
and good standing of the Borrower under Delaware 
law, is given exclusively in reliance upon a 
certification of the Secretary of State of 
Delaware, upon which I believe I am justified in 
relying.  A copy of such certification has been 
provided to you.

		(iii)   My opinion set forth in paragraph 3 above as 
to the obtaining of necessary governmental and 
regulatory approvals is based solely upon a 
review of those laws that, in my experience, are 
normally applicable to the Borrower in connection 
with transactions of the type contemplated by the 
Credit Agreement.

		(iv)    My opinion in paragraph 6 above as to the 
legality, validity, binding nature and 
enforceability of the Credit Agreement and the 
Notes is given in reliance upon a legal opinion 
of even date herewith of Reid & Priest, LLP, New 
York counsel to the Borrower, and is subject to 
the assumptions, limitations and qualifications 
contained therein.  A copy of the legal opinion 
of Reid & Priest, LLP, is being provided to you 
contemporaneously herewith.

Notwithstanding the qualifications set forth above, I have no 
actual knowledge of any matter within the scope of said 
qualifications that would cause me to change the opinions set 
forth in this letter.

	I am licensed to practice law only in the States of 
Louisiana and Texas and the Commonwealth of Virginia and, except 
as otherwise provided herein, my role as counsel to the Company 
is limited to matters involving the laws of the State of 
Louisiana and the federal laws of the United States of America.  
Except to the extent otherwise expressly set forth herein, and 
except with respect to matters governed by the General 
Corporation Law of Delaware, I render no opinion on the laws of 
any other jurisdiction or any subdivision thereof, and have made 
no independent investigation into any such laws except as 
specifically provided herein.

	My opinions are expressed as of the date hereof, and I do 
not assume any obligation to update or supplement my opinions to 
reflect any fact or circumstance that hereafter comes to my 
attention, or any change in law that hereafter occurs.

	This opinion letter is being provided exclusively to and 
for the benefit of the addressees hereof.  It is not to be 
furnished to or relied upon by any other party for any other 
purpose, without prior express written authorization from us, 
except that (A) Reid & Priest may rely hereon in connection with 
their opinion to you of even date herewith on behalf of the 
Borrower as to matters of New York law, (B) King & Spalding 
hereby is authorized to rely on this letter in the rendering of 
their opinion to the Lenders dated as of the date hereof; and any 
addressee of this letter may deliver a copy hereof to any person 
that becomes a Lender under the Credit Agreement after the date 
hereof, and such person may rely on this opinion as if it had 
been addressed and delivered to it on the date hereof as an 
original Bank that was a party to the Credit Agreement.

					Very truly yours,


					Laurence M. Hamric
Bank Addressees:
<PAGE>

EXHIBIT E

OPINION OF SPECIAL NEW YORK
COUNSEL TO THE AGENT




[Date]


To each of the Lenders parties to the
  Credit Agreement referred to below,
  and to Citibank, N.A., as Agent


Entergy Corporation

Ladies and Gentlemen:

	We have acted as special New York counsel to Citibank, 
N.A., individually and as Agent, in connection with the 
preparation, execution and delivery of the Amended and Restated 
Credit Agreement, dated as of                            , 1996 
(the  Credit Agreement ), among Entergy Corporation, the Banks 
parties thereto and Citibank, N.A., as Agent.  Terms defined in 
the Credit Agreement are used herein as therein defined.

	In this connection, we have examined the following 
documents:

(r)     a counterpart of the Credit Agreement, executed by the 
parties thereto;

(s)     the Contract Notes to the order of each Bank;

(t)     the form of the Auction Notes, attached as Exhibit A-2 
to the Credit Agreement, to be executed and delivered by 
the Borrower in connection with any Auction Borrowing; and 

(u)     the other documents furnished to the Agent pursuant to 
Section 3.01(a) of the Credit Agreement, including (without 
limitation) the opinion (the  Opinion ) of Laurence M. 
Hamric, counsel to the Borrower.

	In our examination of the documents referred to above, we 
have assumed the authenticity of all such documents submitted to 
us as originals, the genuineness of all signatures, the due 
authority of the parties executing such documents and the 
conformity to the originals of all such documents submitted to us 
as copies.  We have also assumed that you have independently 
evaluated, and are satisfied with, the creditworthiness of the 
Borrower and the business terms reflected in the Credit 
Agreement.  We have relied, as to factual matters, on the 
documents we have examined.

	To the extent that our opinions expressed below involve 
conclusions as to matters governed by law other than the law of 
the State of New York, we have relied upon the Opinion and have 
assumed without independent investigation the correctness of the 
matters set forth therein, our opinions expressed below being 
subject to the assumptions, qualifications and limitations set 
forth in the Opinion.

	Based upon and subject to the foregoing, and subject to the 
qualifications set forth below, we are of the opinion that the 
Credit Agreement and the Contract Notes are, and upon their 
completion, execution and delivery in accordance with the terms 
of the Credit Agreement, the Auction Notes will be, the legal, 
valid and binding obligations of the Borrower, enforceable 
against the Borrower in accordance with their respective terms.

	Our opinion is subject to the following qualifications:

	(i)     The enforceability of the Borrower s obligations under 
the Credit Agreement and the Notes is subject to the effect of 
any applicable bankruptcy, insolvency, fraudulent conveyance, 
reorganization, moratorium or similar law affecting creditors  
rights generally.

	(ii)    The enforceability of the Borrower s obligations under 
the Credit Agreement and the Notes is subject to the effect of 
general principles of equity, including (without limitation) 
concepts of materiality, reasonableness, good faith and fair 
dealing (regardless of whether considered in a proceeding in 
equity or at law).  Such principles of equity are of general 
application, and, in applying such principles, a court, among 
other things, might not allow a contracting party to exercise 
remedies in respect of a default deemed immaterial, or might 
decline to order an obligor to perform covenants.

	(iii)   We note further that, in addition to the application 
of equitable principles described above, courts have imposed an 
obligation on contracting parties to act reasonably and in good 
faith in the exercise of their contractual rights and remedies, 
and may also apply public policy considerations in limiting the 
right of parties seeking to obtain indemnification under 
circumstances where the conduct of such parties is determined to 
have constituted negligence.

	(iv)    We express no opinion herein as to (A) Section 8.05 of 
the Credit Agreement, (B) the enforceability of provisions 
purporting to grant to a party conclusive rights of 
determination, (C) the availability of specific performance or 
other equitable remedies, (D) the enforceability of rights to 
indemnity under federal or state securities laws or (E) the 
enforceability of waivers by parties of their respective rights 
and remedies under law.

	(v)     Our opinions expressed above are limited to the law of 
the State of New York, and we do not express any opinion herein 
concerning any other law.

	The foregoing opinion is solely for your benefit and may 
not be relied upon by any other person or entity, other than any 
Person that may become a Lender under the Credit Agreement after 
the date hereof.

					Very truly yours,











      Include if applicable.



      Delete for Base Rate Advances



	If the Assignee is organized under the laws of a 
jurisdiction outside the United States.




	This date should be no earlier than the date of 
acceptance by the Agent.