Exhibit 10(a)81

                   POST-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 Post-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. Current Sections 1.30, 1.31 and 1.32 are
        renumbered 1.31, 1.32 and 1.33, respectively, and a
        new Section 1.30 is added to the Plan to read as
        follows:

1.30 "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 1.29.

     2. Section  4.04 of the Plan is amended in its entirety to
        read as follows:

4.04  (a)  In lieu of the monthly benefits payable under
       Sections 4.02 and 4.03, a Participant who, at the
       time of his Retirement from Service (on or after his
       Early Retirement Date) or Qualifying Event, is a
       System Management Participant (or is treated as a
       System Management Participant in accordance with
       Section 1.30), may elect, subject to the terms and
       conditions set forth in this Section 4.04(a) and
       Section 4.04(c), an optional single-sum payment.
       The optional single-sum payment amount shall be
       equal to the present value of the System Management
       Participant's Plan benefit determined under (1)
       Section 4.02 as of the date of his Retirement from
       Service or (2) Section 7.03 as of the date of his
       Qualifying Event, if applicable.   Present value
       shall be computed using the same interest and
       mortality assumptions used in the Entergy
       Corporation Retirement Plan for Non-Bargaining
       Employees 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 4.04(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 4.04(c), to convert the entire
     amount of the present value of the Participant's Plan
     benefit, determined in accordance with Section 4.04(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
     4.04(b) shall be effective as to the entire value of
     such Plan benefits at the time of conversion.

     (c) A System Management Participant's
       election of the single-sum payment in accordance
       with Section 4.04(a) and a System Management
       Participant's conversion election in accordance with
       Section 4.04(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 from Service or (ii) the
          earliest Income Commencement Date under Section 7.03
          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 the single-sum form of
          benefit and the right to convert Plan benefits in accordance
          with Section 4.04(b), in which case the terms of Sections
          4.02 and 4.03 shall govern to the extent applicable;

        (3)   The Participant may cancel his election for the single-
          sum 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.

     3. Section 7.03 of the Plan is amended by adding a
        new paragraph at the end of that Section to read as
        follows:

       If a Participant described in this Section 7.03 is a
       System Management Participant (or is treated as a
       System Management Participant in accordance with
       Section 1.30) at the time of such Qualifying Event,
       then at the System Management Participant's earliest
       Income Commencement Date, as described in (c) above,
       the entire amount of the present value (as computed
       in accordance with Section 4.04(a)) of the System
       Management Participant's Plan benefit, as 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 4.04(c), 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.

     4. 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.

     5. 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 Post-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.