Exhibit 10(a)88

             SYSTEM EXECUTIVE RETIREMENT PLAN OF
            ENTERGY CORPORATION AND SUBSIDIARIES
     (As Amended and Restated Effective January 1, 2000)

                  Certificate of Amendment

                       Amendment No. 1


     THIS INSTRUMENT, executed and made effective this 28th
day of December, 2001, ("Effective Date") constitutes the
First Amendment of the System Executive Retirement Plan of
Entergy Corporation and Subsidiaries, as amended and
restated effective January 1, 2000 (the "Plan").

     All capitalized terms used in this document shall have
the meanings assigned to them in the Plan unless otherwise
defined in this document.

     Pursuant to Section 9.01 of the Plan, the Personnel
Committee, as authorized by the Board of Directors, does
hereby amend the Plan as follows:

     1.     Section 1.25 of the Plan is amended in its
       entirety to read as follows:

1.25 "Participant" shall mean an Employee who (1) is a
     System Management Participant; (2) has executed a written
     Participant Application that has been accepted by the
     Administrator; and (3) remains eligible for participation in
     accordance with the applicable provisions of the Plan
     including, without limitation, Section 6.01.
     Notwithstanding the foregoing requirements of this Section
     1.25, an individual who is a Participant in the Plan
     immediately prior to the Effective Date, shall remain a
     Participant for as long as he remains eligible for
     participation in accordance with all other applicable
     provisions of the Plan.  Subject to the terms and conditions
     set forth in Section 2.08 and elsewhere in the Plan, the
     term "Participant" shall include an inactive Participant, as
     described in Section 2.08.

     2.   Current Sections 1.42, 1.43 and 1.44 are renumbered
       1.43, 1.44 and 1.45, respectively, and a new Section 1.42 is
       added to the Plan to read as follows:

1.42 "System Management Participant" shall mean a
     Participant who is currently, or was immediately prior to
     the commencement of a Change in Control Period, at one of
     the System Management Levels set forth in Section 1.41.

     3.   Section 3.04 of the Plan is amended in its entirety to
       read as follows:

3.04 Optional Single-Sum Payment Election; Conversion
     Election for System Management Participants.

     (a)  In lieu of the normal life only form of benefit (or an
        Actuarial Equivalent 50% joint and survivor annuity form of
        benefit, if the Participant is legally married) described in
        Section 3.01 above, a Participant who, at the time of his
        Retirement or Qualifying Event, is a System Management
        Participant (or is treated as a System Management
        Participant in accordance with Section 1.42), may elect,
        subject to the terms and conditions set forth in this
        Section 3.04(a) and Section 3.05, an optional single-sum
        payment.  The optional single-sum payment amount shall be
        equal to the present value of the System Management
        Participant's (1) Benefit Base determined under Section
        2.01, and subject to reduction by the Early Retirement
        Reduction Factor for each month (up to 120 months) by which
        the single-sum payment date precedes the System Management
        Participant's Normal Retirement Date, or (2) Plan benefit
        determined under Section 7.03 in the event of a Qualifying
        Event, if applicable.  Present value shall be computed using
        the same interest and mortality assumptions used in the
        Entergy Retirement Plan for computing the present value of
        benefits (for purposes of the involuntary cash-out rules) as
        of the time such single-sum amount is to be computed.  Under
        this optional form of benefit payment, no further benefit
        payments of any kind shall be made under the Plan to the
        Participant, the Participant's legal spouse, or any other
        person on behalf of the Participant.

     (b)  A System Management Participant who is
     eligible for an optional single-sum payment in
     accordance with Section 3.04(a), and who is eligible to
     participate in and has elected to participate in the
     Executive Deferred Compensation Plan of Entergy
     Corporation and Subsidiaries ("EDCP") may elect, in
     accordance with Section 3.05, to convert the entire
     amount of the present value of the Participant's
     Benefit Base, determined in accordance with Section
     3.04(a), to an equivalent credited balance under the
     EDCP, in which case no further benefit payments of any
     kind shall be due, or made under the Plan, to the
     Participant, the Participant's legal spouse, or any
     other person on behalf of the Participant.  Any
     election to convert Plan benefits under this Section
     3.04(b) shall be effective as to the entire value of
     such Plan benefits at the time of conversion.

     4.  Section 3.05 of the Plan is amended in its entirety
       to read as follows:

3.05 Restrictions and Limitations on Forms of Benefit.

     (a)  In addition to the restrictions and limitations set
        forth in the preceding sections of this Article III, a
        Participant's election of any optional form of benefit
        available to the Participant under the Plan and a System
        Management Participant's conversion election in accordance
        with Section 3.04(b), if applicable, shall be subject to the
        following:

        (1)  Each such election must be made at least 6 months prior
          to the earlier of (i) Retirement or (ii) the earliest Income
          Commencement Date under Section 7.03(a) or (b),
          as applicable, following a Qualifying Event, and
          in such form as the Administrator (or its
          delegate) may require;

        (2)   Any failure by the Participant to make an affirmative
          written election hereunder on or before the deadline
          established in subsection (1) above shall constitute a
          waiver both of any right to elect an optional form of
          benefit and the right to convert Plan benefits in accordance
          with Section 3.04(b), in which case the terms of Section
          3.01 shall govern to the extent applicable;

        (3)   The Participant may cancel his election for such
          optional form of benefit or conversion of Plan benefits, if
          applicable, at any time prior to the deadline for making
          such elections as described in subsection (1), after which
          date any such election(s) shall become irrevocable; and

        (4)   An eligible Participant's election shall be subject to
          the written consent of the Employer.

     (b)  Under the 50% joint and survivor annuity form of
        payment, as well as any optional joint and survivor annuity
        form of payment, if the Participant's spouse should
        predecease the Participant on or after the Income
        Commencement Date, there shall be no survivor's benefit and
        the Participant shall not thereafter be entitled to any
        readjustment to his Retirement Income.

     (c)  Any survivor's benefit payable under the 50% joint and
        survivor annuity form of payment, as well as any optional
        joint and survivor annuity form of payment, shall be a
        monthly benefit payable over the life of the joint annuitant
        commencing as of the first day of the first month next
        following the date on which the Participant dies.  Except as
        provided in Article IV, no benefits shall be paid under the
        Plan if the Participant dies before his Income Commencement
        Date.

     5.  Section 7.03 of the Plan is amended by adding the
       following new subsection (d) at the end of that
       Section to read as follows:

     (d)  If a Participant described in subsection 7.03(a)
       or (b) is a System Management Participant (or is
       treated as a System Management Participant in
       accordance with Section 1.42) at the time of such
       Qualifying Event, then at the System Management
       Participant's earliest Income Commencement Date, as
       described in subsection 7.03(a) and (b),
       respectively, the entire amount of the present value
       (as computed in accordance with Section 3.04(a)) of
       the System Management Participant's Plan benefit,
       determined in accordance with this Section 7.03,
       shall be converted to an equivalent credited balance
       under the EDCP if the System Management Participant
       has a conversion election in effect that satisfies
       the requirements of Section 3.05, in which case no
       further benefit payments of any kind shall be due,
       or made under the Plan, to the Participant, the
       Participant's legal spouse, or any other person on
       behalf of the Participant.

     6.   Section 9.01 of the Plan is hereby restated in its
       entirety to read as follows:

9.01 General.  The Personnel Committee of the Board of
     Directors shall have the right, in its absolute
     discretion, at any time and from time to time, to
     modify or amend, in whole or in part, any or all of the
     provisions of this Plan, or suspend or terminate it
     entirely, subject to the provisions of Section 9.02
     hereof.  The provisions of this Article IX shall
     survive a termination of the Plan unless such
     termination is agreed to by the Participants.

     7.   Section 9.02(d) of the Plan is amended and restated as
       follows:

     (d)  Unless agreed to in writing and signed by the affected
        System Management Participant and by the Plan Administrator,
        no provision of this Plan may be modified, waived or
        discharged before the earlier of: (i) the expiration of the
        two-year period commencing on the date of a Potential Change
        in Control, or (ii) the date on which the Change in Control
        event contemplated by the Potential Change in Control is
        terminated.

IN WITNESS WHEREOF, the Personnel Committee has caused this
First Amendment to the System Executive Retirement Plan of
Entergy Corporation and Subsidiaries to be executed by its
duly authorized representative on the day, month, and year
above set forth.

                         PERSONNEL COMMITTEE
                         through the undersigned duly
                         authorized representative

                         __________________________
                         WILLIAM E. MADISON
                         Senior Vice-President,
                         Human Resources and Administration
                         for Entergy Services, Inc.