Exhibit 4(a) 15



                             November 21, 1996


Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana  70113

Entergy Technology Holding Company
c/o Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana  70113


               Re: Guaranty and Acknowledgment Agreement     
                   dated as of October 3, 1996

Ladies and Gentlemen:

          Reference is made to the Guaranty and
Acknowledgement Agreement dated as of October 3, 1996 (the
"Guaranty Agreement") among each of you and the undersigned.

          The undersigned hereby agrees with you that
the Guaranty Agreement shall be amended as follows:

          (a)  Section 5.2 shall be amended by deleting the
words "each of ETHC and its respective subsidiaries"
beginning in the third line thereof and inserting in lieu
thereof the word "ETHC"; and

          (b)  Section 6.1 shall be amended as follows:

          (i)  by inserting "; Indemnification" immediately
     following the word "Expenses" and immediately preceding
     the period in the heading of such Section 6.1;

          (ii)  by inserting "(a)" immediately preceding the
     existing paragraph; and

          (iii)  by inserting a clause (b) reading in its
     entirety as follows:

          "(b)  ETHC and Entergy hereby agree, jointly and
     severally, to indemnify and hold the Guaranteed Party
     and its Affiliates and its 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 ETHC
     Note, the Escrow Note, the Note Purchase Agreement, the
     Seller Note and any other instruments or documents which
     may be delivered in connection with this Agreement, the
     ETHC Note, the Escrow Note, the Note Purchase Agreement
     or the Seller Note or any transaction contemplated
     thereby, 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
     obligations of each of ETHC and Entergy under this
     Section 6.1(b) shall survive the repayment of all
     amounts owing to the Guaranteed Party, in such capacity
     or otherwise, under this Agreement and the Notes.  If
     and to the extent that the obligations of ETHC and
     Entergy under this Section 6.1(b) are unenforceable for
     any reason, ETHC and Entergy agree, jointly and
     severally, to make the maximum contribution to the
     payment and satisfaction thereof which is permissible
     under applicable law."

          (c)  Article VI shall be amended by inserting the
following definition in alphabetical order:

          "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.


          In connection with the amendment contemplated by
clause (a) above, the undersigned hereby waives (i) any
failure to comply with Section 5.2 of the Guaranty Agreement
as in effect before giving effect to the foregoing amendment
that may have occurred and that would not be a failure to
comply with Section 5.2 as amended hereby and (ii) any Event
of Default that may have arisen under either the ETHC Note or
the Escrow Note (each as defined in the Guaranty Agreement)
as a result of any such failure to comply with Section 5.2 as
in effect before giving effect to the foregoing amendment.

          Except as amended hereby and except to the extent
waived hereunder, the Guaranty Agreement, the ETHC Note and
the Escrow Note remain in full force and effect and are
hereby ratified and confirmed.

          The rights and duties of the undersigned and each
of you under this letter agreement shall, pursuant to New
York General Obligations Law Section 5-1401, be governed by
the law of the State of New York.

          This letter agreement may be executed in multiple
counterparts, each of which shall be deemed to be an
original, but all such separate counterparts shall together
constitute but one letter agreement.

          Please confirm your acceptance of the foregoing by
signing below where provided.



                               THE BANK OF NEW YORK



                               By:
                                  Name:
                                  Title:



Accepted and agreed:


ENTERGY CORPORATION



By:
   Name:
   Title:



ENTERGY TECHNOLOGY HOLDING COMPANY



By:
   Name:
   Title: