Effective November 12, 1999


                                                 Exhibit 3(i)(c)1

                      AMENDED AND RESTATED
                    ARTICLES OF INCORPORATION
                               OF

                     ENTERGY ARKANSAS, INC.

     These Amended and Restated Articles of Incorporation, duly
adopted pursuant to the authority and provisions of Title 4,
Chapter 27 of the Arkansas Code of 1987 Annotated, amend,
restate, integrate and supersede the existing Amended and
Restated Articles of Incorporation and all amendments thereto.

      FIRST:   Name.  The  name  of the  Corporation  is  Entergy
Arkansas, Inc.

      SECOND:  Adoption of Arkansas Business Corporation Act. The
provisions  of Title 4, Chapter 27 of the Arkansas Code  of  1987
Annotated, as may be amended or otherwise modified (the "Arkansas
Business Corporation Act"), shall apply to the Corporation and to
these Amended and Restated Articles of Incorporation.

      THIRD:   Purposes.  The purpose of the  Corporation  is  to
engage  in any lawful act or activity for which corporations  may
be  organized  under the Arkansas Business Corporation  Act.  The
primary purpose for which the Corporation is organized, which  is
provided for informational purposes-only and shall not limit  the
purposes provided in the Arkansas Business Corporation Act, is to
engage  in the business of constructing, holding, operating,  and
maintaining (i) telephone, telegraph, radio, wireless  and  other
systems,  facilities, structures and devices for the receipt  and
transmission  of sounds and signals, (ii) inter-urban,  city  and
street  railways,  railroads, and bus lines, and  (iii)  systems,
facilities,   structures  and  devices   for   the   manufacture,
production,   transmission,   distribution,   control,   storage,
purchase,  sale,  supply  and application  of  electricity,  gas,
water, steam, ice, refrigeration, and power.

     FOURTH:  Powers. The Corporation shall have and exercise all
of  the  powers  conferred upon corporations by virtue  of  their
existence  under,  and  as authorized by, the  Arkansas  Business
Corporation Act, as may be amended or otherwise modified.

     FIFTH:  Authorized Shares and Rights of Shareholders.

     (a)   The total number of shares of capital stock which  the
Corporation  shall have authority to issue is 352,730,000,  which
shall  consist of one class of 325,000,000 shares of common stock
of  the  par value of $0.01 per share ("Common Stock") and  three
classes  of  preferred stock consisting of 15,000,000  shares  of
preferred  stock  of the par value of $0.01 per share  ("Class  A
Preferred  Stock"), 3,730,000 shares, of preferred stock  of  the
par  value  of  $100  per  share ("$100  Preferred  Stock"),  and
9,000,000 shares of preferred stock of the par value of  $25  per
share  ("$25 Preferred Stock"), which three classes of  preferred
stock may be collectively referred to as "Preferred Stock."

     (b)    The   Board  of  Directors  of  the  Corporation   is
authorized, subject to the limitations prescribed by the Arkansas
Business  Corporation  Act  and the provisions  of  this  Article
FIFTH,  to  provide for the issuance of the shares  of  Preferred
Stock in series, and, by filing articles of amendment pursuant to
the Arkansas Business Corporation Act, to establish from time  to
time the number of shares to be included in each such series  and
to  fix  the designation, powers, preferences and rights  of  the
shares  of  each such series and. the qualifications, limitations
or restrictions thereof.  The authority of the Board of Directors
with  respect to each such series shall include determination  of
only the following:

          (1)   The number of shares constituting that series and
the distinctive designation of that series;

          (2)   The  dividend rate, or the method of  calculation
thereof,  on  the  shares  of that series,  the  dates  on  which
dividends   shall  be  paid  in  each  year  or  the  method   of
determination  thereof, and the date from  which  such  dividends
shall commence to accumulate:

          (3)    Whether   that  series  shall  have   conversion
privileges,  and,  if  so,  the  terms  and  conditions  of  such
conversion, including provision for adjustment of the  conversion
rate in such events as the Board of Directors shall determine;

          (4)  Whether or not the shares of that series shall  be
redeemable,  and,  if  so,  the  terms  and  conditions  of  such
redemption, including the date or dates upon or after which  they
shall be redeemable, and the amount per share payable in case  of
redemption, which amount may vary under different conditions  and
at different redemption dates;

          (5)   Whether that series shall have a sinking fund for
the  redemption or purchase of shares of that series, and, if so,
the terms and amount of such sinking fund; and

          (6)  The amount payable on the shares of that series in
the  event  of voluntary or, in the case of the Class A Preferred
stock, involuntary liquidation, dissolution or winding up of  the
Corporation.

     The  Class  A Preferred Stock, the $100 Preferred Stock  and
the  $25  Preferred Stock shall have the same rank and  shall  be
identical with each other, except as to matters relating  to  the
par  values thereof, the variations between the respective series
thereof,  and  the  voting entitlement of the  respective  shares
thereof  in  cases  when the shares of two  or  more  classes  of
Preferred  Stock are required to vote together as a voting  group
or  one  or more classes of Preferred Stock are required to  vote
together  with the Common Stock as a voting group. The shares  of
all  series within a class of Preferred Stock shall have the same
rank, shall be identical with each other, and shall have the same
relative rights, except as to those characteristics described  in
clauses l through 6 above.

     (c)    Subject   to   the   foregoing,  the   distinguishing
characteristics of the Preferred Stock shall be:

          (1)   Each  series of the Preferred Stock,  pari  passu
with  all  shares of Preferred Stock of any class or series  then
outstanding, shall be entitled, but only when and as declared  by
the  Board  of Directors out of funds legally available  for  the
payment  of  dividends, in preference to  the  Common  Stock,  to
dividends at the rate stated and expressed with respect  to  such
series by these Amended and Restated Articles of Incorporation or
by the articles of amendment creating such series; such dividends
to be cumulative from such date and payable on such dates in each
year as may be stated and expressed in these Amended and Restated
Articles  of  Incorporation  or such  articles  of  amendment  to
stockholders of record as of a date not to exceed forty (40) days
and  not  less than ten (10) days preceding the dividend  payment
dates so fixed.

          (2)   (A)  When dividends payable on any shares of  the
Preferred Stock at any time outstanding shall be in arrears in an
amount   equal  to  or  greater  than  the  aggregate   dividends
accumulated on the outstanding Preferred Stock in any  period  of
twelve  (12)  months, and thereafter until all dividends  on  any
such  Preferred Stock in arrears shall have been paid or declared
and set apart for payment, the holders of Preferred Stock, voting
together  as a voting group, to the exclusion of the  holders  of
Common  Stock, shall be entitled to elect the smallest number  of
directors necessary to constitute a majority of the full Board of
Directors (the "Preferred Directors"), and except as provided  in
subparagraph  (B)  below,  the holders of  Common  Stock,  voting
together  as a voting group, to the exclusion of the  holders  of
Preferred  Stock,  shall  be  entitled  to  elect  the  remaining
directors  of  the  Corporation (the "Remaining Directors").  The
terms  of  office,  as  directors, of  all  persons  who  may  be
directors of the Corporation at the time shall terminate upon the
election  of the Preferred Directors, except that if the  holders
of  Common  Stock shall not have elected the Remaining  Directors
then, and only in that event, the directors of the Corporation in
office  just  prior  to the election of the  Preferred  Directors
shall  elect  the  Remaining Directors.  Thereafter,  while  such
arrearage continues, the Remaining Directors, whether elected  by
directors,  as aforesaid, or whether originally or later  elected
by  holders  of the Common Stock, shall continue in office  until
their  successors are elected by holders of the Common Stock  and
shall qualify.

               (B)   Accumulations of dividends on any shares  of
the  Preferred  Stock shall not bear interest. If  and  when  all
dividends  in  arrears on the Preferred Stock shall  be  paid  in
full, or declared and set apart for payment (such dividends to be
declared and paid out of any funds legally available therefor  as
soon  as  reasonably practicable), the holders of  the  Preferred
Stock shall be divested of any special right with respect to  the
election of directors, and the voting power of the holders of the
Preferred Stock and the holders of the Common Stock shall  revert
to  the status existing before the vesting of such special voting
right  in the holders of the Preferred Stock, but always  subject
to  the  same provisions for vesting such special rights  in  the
holders  of the Preferred Stock in case of further like arrearage
or arrearages in the payment of dividends thereon as described in
subparagraph  (A)  above. When all dividends in  arrears  on  the
Preferred Stock shall have been paid in full, or declared and set
apart for payment, the terms of office of all Preferred Directors
shall  forthwith terminate, and the resulting vacancies shall  be
filled by the vote of a majority of the Remaining Directors.

               (C)  Except as provided in Article SEVENTH hereof,
in  case  of  any  vacancy in the office of a director  occurring
among  the  Preferred Directors the remaining Preferred Directors
by  affirmative  vote  of a majority thereof,  or  the  remaining
Preferred Director, if there be but one, may elect a successor or
successors to hold office for the unexpired term or terms of  the
Preferred  Director or Directors whose place or places  shall  be
vacant.  Likewise, except as provided in Article SEVENTH  hereof,
in  case  of  any  vacancy in the office of a director  occurring
among the Remaining Directors the holders of the Common Stock, by
affirmative  vote of a majority thereof, shall elect a  successor
or  successors to hold office for the unexpired term or terms  of
the Remaining Director or Director whose place or places shall be
vacant.

               (D)   Whenever the right shall have accrued to the
holders of the Preferred Stock to elect directors it shall be the
duty  of the President, a Vice-President or the Secretary of  the
Corporation  to  call  and  cause  notice  to  be  given  to  the
stockholders  entitled to vote at a meeting to be  held  at  such
time  as the Corporation's officers may fix, not less than forty-
five  (45)  nor more than ninety (90) days after the  accrual  of
such right, for the purpose of electing directors. The notice  so
given shall be mailed to each holder of record of Preferred Stock
at  his  last  known  address  appearing  on  the  books  of  the
Corporation and shall set forth, among other things, (i) that  by
reason  of  the  fact that dividends payable  on  any  shares  of
Preferred  Stock are in arrears in an amount equal to or  greater
than  the  aggregate  dividends accumulated  on  the  outstanding
Preferred Stock in any period of twelve (12) months, the  holders
of  Preferred  Stock, voting together as a voting group,  to  the
exclusion of holders of Common Stock, have the right to elect the
smallest  number of directors necessary to constitute a  majority
of  the full Bard of Directors of the Corporation, (ii) that  any
holder  of  the Preferred Stock has the right, at any  reasonable
time,  to  inspect,  and make copies of, the  list  or  lists  of
holders of Preferred Stock maintained at the principal office  of
the  Corporation or at the office of any Transfer  Agent  of  the
Preferred  Stock, and (iii) either the entirety of this paragraph
(2) or the substance thereof with respect to the number of shares
of the Preferred Stock required to be represented at any meeting,
or  adjournment thereof, called for the election of directors  of
the  Corporation. At the first meeting of stockholders  held  for
the purpose of electing directors during such time as the holders
of  the  Preferred Stock shall have the special  right  to  elect
directors ("First Meeting"), the presence in person or  by  proxy
of  the holders of a majority of the votes entitled to be cast by
the Common Stock shall be required to constitute a quorum of such
voting  group for the election of directors, and the presence  in
person  or  by  proxy of the holders of a majority of  the  votes
entitled  to be cast by the Preferred Stock shall be required  to
constitute  a  quorum of such voting group for  the  election  of
directors; provided, however, that in the absence of a quorum  of
the  holders  of  the Preferred Stock, no election  of  directors
shall  be  held,  but  the holders of a  majority  of  the  votes
entitled  to be cast by the Preferred Stock which are represented
at  the  meeting shall have power to adjourn the election of  the
directors  to  a date not less than fifteen (15)  nor  more  than
fifty  (50) days from the giving of the notice of such  adjourned
meeting  hereinafter  provided  for  ("Adjourned  Meeting");  and
provided, further, that at such Adjourned Meeting the presence in
person or by proxy of the holders of thirty-five percent (35%) of
the  votes  entitled to be cast by the Preferred Stock  shall  be
required  to  constitute a quorum of such voting  group  far  the
election  of  directors.  In  the event  such  First  Meeting  of
stockholders shall be so adjourned, it shall be the duty  of  the
President,  a Vice President or the Secretary of the Corporation,
within  ten  (10) days from the date on which such First  Meeting
shall  have  been  adjourned, to cause notice of  such  Adjourned
Meeting to be given to the stockholders entitled to vote thereat,
such Adjourned Meeting to be held not less than fifteen (15) days
nor  more  than  fifty (50) days from the giving of  such  second
notice. Such second notice shall be given in the form and  manner
hereinabove  provided for with respect to the notice required  to
be given of such First Meeting of stockholders, and shall further
set forth that a quorum was not present at such First Meeting and
that  the  holders  of thirty-five percent  (35%)  of  the  votes
entitled  to be cast by the Preferred Stock shall be required  to
constitute  a  quorum of such voting group for  the  election  of
directors  at such Adjourned Meeting. If the requisite quorum  of
holders  of  the  Preferred Stock shall not be  present  at  such
Adjourned Meeting, then the directors of the Corporation then  in
office  shall remain in office until the next Annual  Meeting  of
the  Corporation, or special meeting in lieu thereof,  and  until
their  successors  shall have been, elected  and  shall  qualify.
Neither  such First Meeting nor such Adjourned Meeting  shall  be
held  on  a date within ninety (90) days before the date  of  the
next Annual Meeting of the Corporation or special meeting in lieu
thereof.  At each Annual Meeting of the Corporation,  or  special
meeting in lieu thereof, held during such time as the holders  of
the  Preferred  Stock  shall have the right  to  elect  Preferred
Directors, the foregoing provisions of this paragraph  (2)  shall
govern  each Annual Meeting, or special meeting in lieu  thereof,
as  if  such  Annual Meeting or special meeting  were  the  First
Meeting;  provided  that if at any adjourned annual  meeting,  or
special  meeting in lieu thereof, the holders of at least thirty-
five  percent  (35%) of the votes entitled  to  be  cast  by  the
Preferred Stock shall not be represented at the meeting, all  the
directors shall be elected by a vote of the holders of the Common
Stock of the Corporation represented at the meeting.

          (3)   So long as any shares of the Preferred Stock  are
outstanding,  the  Corporation shall  not,  without  the  consent
(given  by  vote  at a meeting called for that  purpose)  of  the
holders of at least two-thirds (2/3) of the votes entitled to  be
cast by the Preferred Stock, voting together as a voting group:

               (A)   create,  authorize or issue  any  new  stock
which  after issuance would rank prior to the Preferred Stock  as
to  dividends or distributions or in liquidation, dissolution, or
winding   up,   or  create,  authorize  or  issue  any   security
convertible into shares of any such stock except for the  purpose
of  providing  funds for the redemption of all of  the  Preferred
Stock  then  outstanding, such new stock or security  not  to  be
issued  until  such  redemption shall have  been  authorized  and
notice  of  such  redemption given and the  aggregate  redemption
price  deposited  as provided in paragraph (7)  below;  provided,
however,  that  any such new stock or security  shall  be  issued
within  twelve (12) months after the vote of the Preferred  Stock
herein provided for authorizing the issuance of such new Stock or
security; or

               (B)   amend,  alter or repeal any of  the  rights,
preferences or powers of the holders of the Preferred Stock so as
to  affect  adversely  any such rights,  preferences  or  powers;
provided,  however, that if such amendment, alteration or  repeal
affects  adversely the rights, preferences or powers  of  one  or
more,  but  not  all,  series  of Preferred  Stock  at  the  time
outstanding,  only the consent of the holders of  at  least  two-
thirds  (2/3) of votes entitled to be cast by the shares  of  all
series  so affected, voting together as a voting group, shall  be
required; and provided, further, that an amendment to increase or
decrease the authorized amount of Preferred Stock or to create or
authorize  or  increase or decrease the amount of  any  class  of
stock  ranking  on a parity with the outstanding  shares  of  the
Preferred Stock as to dividends or assets shall not be deemed  to
affect adversely the rights, preferences or powers of the holders
of the Preferred Stock or any series thereof.

          (4)   So long as any shares of the Preferred Stock  are
outstanding,  the  Corporation shall  not,  without  the  consent
(given  by  vote  at a meeting called for that  purpose)  of  the
holders  of  a majority of the votes entitled to be cast  by  the
Preferred Stock, voting together as a voting group:

               (A)   merge or consolidate with or into any  other
corporation  or sell or otherwise dispose of all or substantially
all  of  its  assets unless such merger, consolidation,  sale  or
other disposition or the issuance or assumption of securities  in
the  effectuation  thereof shall have been  ordered  or  approved
under the Public Utility Holding Company Act of 1935, as amended,
or as may be amended ("Public Utility Holding Company Act"):

               (B)    issue   or  assume  any  unsecured   notes,
debentures or other securities representing unsecured debt (other
than  for  the  purpose  of  refunding  or  renewing  outstanding
unsecured   securities  issued  or  assumed  by  the  Corporation
resulting in equal or longer maturities or redeeming or otherwise
retiring  all  outstanding  shares of  the  Preferred  Stock)  if
immediately  after  such  issue  or  assumption  (i)  the   total
outstanding  principal amount of all unsecured notes,  debentures
or   other   securities  representing  unsecured  debt   of   the
Corporation  will  thereby exceed twenty  percent  (20%)  of  the
aggregate of all existing secured debt of the Corporation and the
capital  stock, premiums thereon, and surplus of the Corporation,
as  stated  on its books, or (ii) the total outstanding principal
amount  of  all unsecured notes, debentures, or other  securities
representing  unsecured debt of the Corporation of maturities  of
less than ten (10) years will thereby exceed ten percent (10%) of
such  aggregate. For the purposes of this subparagraph  (B),  the
payment  due  upon  the  maturity of  unsecured  debt  having  an
original  single  maturity in excess of ten  (10)  years  or  the
payment due upon the final maturity of any unsecured serial  debt
which  had original maturities in excess of ten (10) years  shall
not  be regarded as unsecured debt of a maturity of less than ten
(10) years until such payment shall be required to be made within
three (3) years;

               (C)   issue,  sell, or otherwise  dispose  of  any
shares  of  the  Preferred Stock or of any other class  of  stock
ranking  on a parity with the Preferred Stock as to dividends  or
distributions  or  in  liquidation, dissolution,  or  winding  up
(other than for the purpose of refinancing an equal par amount of
the  $100  or  $25 Preferred Stock or an equal liquidation  value
amount  of the Class A Preferred Stock or of stock ranking  prior
to  or  on  a parity with the Preferred Stock as to dividends  or
distributions  or  in liquidation, dissolution,  or  winding  up)
unless the gross income of the Corporation for a period of twelve
(12)  consecutive calendar months within a period of fifteen (15)
calendar months immediately preceding the calendar month  of  the
issuance,  sale  or  disposition of  such  stock,  determined  in
accordance with generally accepted accounting principles (but  in
any  event after deducting all taxes and the greater of  (i)  the
amount for said period charged by the Corporation on its books to
depreciation expense or (ii) the largest amount then required  to
be   provided   therefor  by  any  mortgage  indenture   of   the
Corporation), shall have been at least one and one-half times the
sum  of (a) the annual interest charges on all bonds, debentures,
notes  and  other  securities representing  indebtedness  of  the
Corporation  and  (b)  the annual dividend  requirements  on  all
outstanding  shares  of  the Preferred Stock  and  of  all  other
classes  of  stock  ranking prior to, or on a  parity  with,  the
Preferred  Stock as to dividends or distributions, including  the
shares  proposed  to  be  issued computed  at  the  initial  rate
applicable at the time of issuance; provided, that there shall be
excluded from the foregoing computation interest charges  on  all
indebtedness and dividends on all shares of stock which are to be
retired in connection with the issue of such additional shares of
the Preferred Stock or other class of stock ranking prior to,  or
on  a  parity  with,  the  Preferred Stock  as  to  dividends  or
distributions;   and  provided,  further,  that   if   any   such
indebtedness or stock bears interest or provides for dividends at
a   variable  rate,  then  the  interest  or  dividends  on  such
indebtedness  or  stock shall be computed at the  average  annual
rate  in effect for such indebtedness or stock during the  period
of  twelve  (12)  consecutive calendar  months  (or  any  portion
thereof in which such indebtedness or stock is outstanding) being
used   for  the  calculation  of  gross  income,  and   if   such
indebtedness  or  stock has been issued after  the  end  of  such
twelve  (12)  consecutive calendar months, then computed  at  the
initial  rate  applicable at the time of issuance; and  provided,
further,  that  in any case where such additional shares  of  the
Preferred Stock, or other class of stock ranking prior to, or  on
a   parity   with,  the  Preferred  Stock  as  to  dividends   or
distributions,   are  to  be  issued  in  connection   with   the
acquisition  of  additional property, the  gross  income  of  the
property  to  be so acquired, computed on the same basis  as  the
gross  income of the Corporation, may be included on a pro  forma
basis in making the foregoing computation; or

               (D)   issue,  sell, or otherwise  dispose  of  any
shares  of  the Preferred Stock, or of any other class  of  stock
ranking  on a parity with the Preferred Stock as to dividends  or
distributions,  unless  the  aggregate  of  the  capital  of  the
Corporation applicable to the Common Stock and the surplus of the
Corporation  shall be not less than the aggregate amount  payable
on  the involuntary liquidation, dissolution or winding up of the
Corporation in respect of all shares of the Preferred  Stock  and
all  shares  of  stock, if any, ranking prior thereto,  or  on  a
parity therewith, as to dividends or distributions, which will be
outstanding after the issue of the shares proposed to be  issued;
provided,  that if, for the purposes of meeting the  requirements
of  this  subparagraph  (D), it becomes necessary  to  take  into
consideration   any  earned  surplus  of  the  Corporation,   the
Corporation shall not thereafter pay any dividends on  shares  of
the Common Stock which would result in reducing the Corporation's
Common Stock Equity (as in paragraph (8) hereinafter defined)  to
an  amount less than the aggregate amount payable, on involuntary
liquidation,  dissolution or winding' up of the  Corporation,  on
all  shares of the Preferred Stock and of any stock ranking prior
to, or on a parity with, the Preferred Stock, as to dividends  or
other distributions, at the time outstanding.

          (5)   Each  holder  of Common Stock of the  Corporation
shall  be  entitled  to one vote for each  share  of  such  stock
standing in his name on the books of the Corporation.  Except  as
hereinbefore expressly provided in this Article FIFTH and as  may
otherwise  be  required by law, the holders  of  Preferred  Stock
shall have no power to vote and shall be entitled to no notice of
any  meeting of the stockholders of the Corporation. As to  those
matters upon which holders of Common Stock, the Class A Preferred
Stock, the $100 Preferred Stock and the $25. Preferred Stock  are
entitled to vote as separate voting groups, each holder  of  such
stock  shall be entitled to one vote for each share of such stock
standing in his name on the books of the Corporation. As to those
matters  upon which holders of the Class A Preferred  Stock,  the
$100  Preferred  Stock,  and the $25  Preferred  Stock  shall  be
required to vote as a single voting group, each holder of Class A
Preferred  Stock  shall be entitled to the number  of  votes  per
share produced by dividing the liquidation value of such share by
$100,  each  holder of $100 Preferred Stock shall be entitled  to
one vote for each share of such stock standing in his name on the
books  of the Corporation, and each holder of $25 Preferred Stock
shall  be  entitled to one-quarter (l/4) vote for each  share  of
such  stock standing in his name on the books of the Corporation.
As  to  those matters upon which the holders of Common Stock  and
the holders of Preferred Stock shall be required to vote together
as  a  single voting group, each holder of Common Stock shall  be
entitled to one vote for each share of such stock standing in his
name  on  the books of the Corporation, each holder  of  Class  A
Preferred  Stock  shall be entitled to the number  of  votes  per
share produced by dividing the liquidation value of such share by
$100,  each  holder of $100 Preferred Stock shall be entitled  to
one vote for each share of such stock standing in his name on the
books  of the Corporation, and each holder of $25 Preferred Stock
shall  be  entitled to one-quarter (l/4) vote for each  share  of
such stock standing in his name on the books of the Corporation.

          (6)    In  the  event  of  any  voluntary  liquidation,
dissolution  or  winding  up  of the Corporation,  the  Preferred
Stock,  all  shares of which then outstanding being treated  pari
passu,  shall  have a preference over the Common Stock  until  an
amount equal to the then current redemption price shall have been
paid.   In  the event of any involuntary liquidation, dissolution
or  winding up of the Corporation, which shall include  any  such
liquidation, dissolution or winding up that may arise out  of  or
result  from  the  condemnation or purchase of  all  or  a  major
portion  of  the properties of the Corporation by (i) the  United
States  Government  or any authority, agency  or  instrumentality
thereof,  (ii)  a  state of the United States  or  any  political
subdivision,  authority, agency, or instrumentality  thereof,  or
(iii) a district, cooperative or other association or entity  not
organized  for profit, the Preferred Stock, all shares  of  which
then  outstanding  being treated pari passu, shall  also  have  a
preference  over  the  Common Stock  until  the  full  par  value
thereof,  in  the case of the $100 Preferred Stock  and  the  $25
Preferred Stock, and the full liquidation value thereof,  in  the
case  of the Class A Preferred Stock, and an amount equal to  all
accumulated and unpaid dividends thereon shall have been paid  by
dividends or distribution.

          (7)   (A)   The Corporation may at any time (except  to
the extent redemption is restricted herein or in the Articles  of
Amendment creating a series of the Preferred Stock) redeem all of
any  series  of  the  Preferred Stock or may from  time  to  time
(except to the extent so restricted) redeem any part thereof,  by
paying  in  cash the redemption price then applicable thereto  as
stated and expressed with respect to such series herein or in the
articles  of  amendment providing for the issue of  such  shares,
plus,  in each case, an amount equivalent to the accumulated  and
unpaid  dividends, if any, to the date of redemption.  Notice  of
the intention of the Corporation to redeem all or any part of the
Preferred  Stock shall be mailed not less than thirty  (30)  days
nor  more  than sixty (60) days before the date of redemption  to
each  holder of record of Preferred Stock to be redeemed, at  his
last known address as shown by the Corporation's records, and not
less than thirty (30) days' nor more than sixty (60) days' notice
of  such  redemption may be published in such manner  as  may  be
prescribed  by  resolution  of the  Board  of  Directors  of  the
Corporation; and, in the event of such publication, no defect  in
the  mailing  of  such notice shall affect the  validity  of  the
proceedings  for the redemption of any shares of Preferred  Stock
so  to  be  redeemed. Contemporaneously with the mailing  or  the
publication of such notice as aforesaid or at any time thereafter
prior to the date of redemption, the Corporation. may deposit the
aggregate  redemption price (or the portion thereof  not  already
paid in the redemption of such Preferred Stock so to be redeemed)
with any bank or trust company in the City of New York, New York,
or  in the City of Little Rock, Arkansas, or in the City of  Pine
Bluff,  Arkansas, named in such notice, payable to the  order  of
the  record holders of the Preferred Stock so to be redeemed,  as
the  case  may  be,  on the endorsement and  surrender  of  their
certificates,  and  thereupon said  holders  shall  cease  to  be
stockholders with respect to such shares; and from and after  the
making of such deposit such holders shall have no interest in  or
claim  against the Corporation with respect to such  shares,  but
shall  be entitled only to receive such moneys from such bank  or
trust  company  deposited as in this paragraph (7)  provided,  on
endorsement  and surrender of their certificates,  as  aforesaid.
Such  moneys may be invested in such securities as are then legal
investments  for such bank or trust company and the earnings,  if
any,  thereon  shall  be  paid to or  at  the  direction  of  the
Corporation. Any moneys so deposited, plus interest  thereon,  if
any,  remaining unclaimed at the end of four (4) years  from  the
date  fixed for redemption, if thereafter requested by resolution
of  the  Board  of Directors, shall be repaid to the Corporation,
and  in  the  event  of such repayment to the  Corporation,  such
holders  of  record of the shares so redeemed as shall  not  have
made  claim  against such moneys prior to such repayment  to  the
Corporation,  shall be deemed to be unsecured  creditors  of  the
Corporation  for an amount, without interest, equivalent  to  the
amount  deposited,  as above stated, for the redemption  of  such
shares and so paid to the Corporation.  The Corporation shall not
be  obligated  to  keep  such moneys repaid  to  the  Corporation
separate and apart from other funds of the Corporation. Shares of
the  Preferred  Stock  which  have been  redeemed  shall  not  be
reissued  as  part of the same series as originally  issued,  but
shall  revert to the status of authorized but unissued shares  of
Preferred  Stock  of  the  same class, which  may  thereafter  be
reissued  as part of a new series of preferred stock of the  same
class  in accordance with the terms of these Amended and Restated
Articles of Incorporation.  If less than all of the shares  of  a
series  of  the  Preferred Stock are to be redeemed,  the  shares
thereof  to  be  redeemed,  unless otherwise  provided  in  these
Amended and Restated Articles of Incorporation or the articles of
amendment creating such series, shall be selected by lot, in such
manner  as  the  Board  of  Directors of  the  Corporation  shall
determine,  by an independent bank or trust company selected  for
that purpose by the Board of Directors of the Corporation.

               (B)   Nothing  herein contained  shall  limit  any
legal  right of the Corporation to purchase or otherwise  acquire
any shares of the Preferred Stock; provided, however, that if  at
any  time  it shall have failed to pay dividends in full  on  any
outstanding shares of the Preferred Stock, thereafter  and  until
dividends   in  full  on  all  shares  of  the  Preferred   Stock
outstanding shall have been paid, or declared and set  aside  for
payment,  for all past quarter-yearly dividend periods, it  shall
not  (i)  acquire  any shares of the Preferred Stock  (except  by
redemption of all shares of the Preferred Stock) unless  approval
is obtained under the Public Utility Holding Company Act, or (ii)
make  any  payment  or set aside any funds for payment  into  any
sinking fund for the purchase or redemption of any shares of  the
Preferred  Stock  unless approval is obtained  under  the  Public
Utility Holding Company Act. Any shares of the Preferred Stock so
redeemed, purchased or acquired shall not be reissued as part  of
the  same  series as originally issue, but shall  revert  to  the
status  of authorized but unissued shares of Preferred  Stock  of
the  same class, which shares may thereafter be reissued as  part
of  a  new  series  of  Preferred Stock  of  the  same  class  in
accordance with the terms of these Amended and Restated  Articles
of Incorporation.

          (8)   For  the  purposes  of  this  paragraph  (8)  and
subparagraph (D) of paragraph (4) the term "Common Stock  Equity"
shall  mean  the  aggregate of (i) the par value  of,  or  stated
capital represented by, the outstanding shares (other than shares
owned  by  the  Corporation)  of  stock  ranking  junior  to  the
Preferred  Stock as to dividends and assets, (ii) the premium  on
such  junior  stock  and  (iii)  the  surplus  (including  earned
surplus,  capital surplus and surplus invested in plant)  of  the
Corporation less (unless the amounts or items are being amortized
or  are  being provided for by reserves) (a) any amounts recorded
on the books of the Corporation for utility plant and other plant
in  excess  of  the  original cost thereof, (b) unamortized  debt
discount and expense, capital stock discount and expense and  any
other intangible items set forth on the asset side of the balance
sheet  as  a result of accounting convention, (c) the excess,  if
any,  of the aggregate amount payable on involuntary liquidation,
dissolution or winding up of the affairs of the Corporation  upon
all  outstanding  Preferred Stock of  the  Corporation  over  the
aggregate  par or stated value thereof and any premiums  thereon,
and  (d) the excess, if any for the period beginning with January
1,  1954  to the end of a month within ninety (90) days preceding
the  date as of which Common Stock Equity is determined,  of  the
cumulative  amount computed under requirements contained  in  the
Corporation's   mortgage   indentures   relating    to    minimum
depreciation  provisions  (this  cumulative  amount   being   the
aggregate  of the largest amounts separately computed for  entire
periods of differing coexisting mortgage indenture requirements),
over  the  amount  charged by the Corporation on  its  books  for
depreciation during such period, including the final fraction  of
a  year.  For  the purpose of this paragraph (8):  (i)  the  term
"Total  Capitalization" shall mean the sum of  the  Common  Stock
Equity  plus  item  (c) in this paragraph  (8)  plus  the  stated
capital  applicable to, and any premium on, outstanding stock  of
the  Corporation  not included in Common Stock Equity,  plus  the
principal amount of all outstanding bonds, debentures, notes  and
other  securities  representing indebtedness of  the  Corporation
maturing  more  than  twelve  months  after  the  date   of   the
determination  of  the Total Capitalization; and  (ii)  the  term
"dividends  on  Common Stock" shall include dividends  on  Common
Stock  (other  than dividends payable only in  shares  of  Common
Stock), distributions on, and purchases or other acquisitions for
value of, any Common Stock of the Corporation or other stock,  if
any,  subordinate  to Preferred Stock as to  dividends  or  other
distributions.  So long as any shares of the Preferred Stock  are
outstanding,  the  Corporation  shall  not  declare  or  pay  any
dividends on the Common Stock, except as follows:

               (A)  If and so long as the Common Stock Equity  at
the  end of the calendar month immediately preceding the date  on
which  a dividend on Common Stock is declared is, or as a  result
of  such dividend would become, less than twenty percent (20%) of
Total  Capitalization,  the Corporation shall  not  declare  such
dividend in an amount which, together with all other dividends on
Common  Stock paid within the year ending with and including  the
date  on  which  such dividend is payable, exceeds fifty  percent
(50%)  of  the  net  income  of  the  Corporation  available  for
dividends  on the Common Stock for the twelve (12) full  calendar
months immediately preceding the month in which such dividend  is
declared,  except that the Corporation may at any time declare  a
dividend in an amount not exceeding the aggregate of dividends on
Common Stock which under the restrictions set forth above in this
subparagraph  (A) could have been, and have not  been,  declared;
and

               (B)  If and so long as the Common Stock Equity  at
the  end of the calendar month immediately preceding the date  on
which  a dividend on Common Stock is declared is, or as a  result
of  such  dividend  would become, less than  twenty-five  percent
(25%)   but  not  less  than  twenty  percent  (20%)   of   Total
Capitalization, the Corporation shall not declare  such  dividend
on  the Common Stock in an amount which, together with all  other
dividends  on Common Stock paid within the year ending  with  and
including  the  date on which such dividend is  payable,  exceeds
seventy-five  percent (75%) of the net income of the  Corporation
available  for dividends on the Common Stock for the twelve  (12)
full  calendar  months immediately preceding the month  in  which
such  dividend is, declared, except that the Corporation  may  at
any  time  declare  dividends  in an  amount  not  exceeding  the
aggregate   of  dividends  on  Common  Stock  which   under   the
restrictions  set forth above in subparagraph  (A)  and  in  this
subparagraph  (B) could have been, and have not  been,  declared;
and

               (C)   At any time when the Common Stock Equity  is
twenty-five  percent  (25%) or more of Total Capitalization,  the
Corporation  may not declare dividends on shares  of  the  Common
Stock  which  would reduce the Common Stock Equity below  twenty-
five  percent (25%) of Total Capitalization, except to the extent
provided in subparagraphs (A) and (B) above.

     At  any  time  when  the aggregate of all  amounts  credited
subsequent to January 1, 1954 to the depreciation reserve account
of   the   Corporation  through  charges  to  operating   revenue
deductions  or  otherwise on the books of the Corporation  (other
than  transfers out of the balance of surplus as of December  31,
1953)  shall  be  less than the amount computed  as  provided  in
clause   (i)   below,  under  requirements   contained   in   the
Corporation's  mortgage  indentures, then  for  the  purposes  of
subparagraphs  (A)  and  (B) above, in determining  the  earnings
available  for  Common  Stock dividends during  any  twelve-month
period, the amount to be provided for depreciation in that period
shall  be  (i)  the greater of the cumulative amount  charged  to
depreciation  expense  on the books of  the  Corporation  or  the
cumulative  amount computed under requirements contained  in  the
Corporation's   mortgage   indentures   relating    to    minimum
depreciation provisions (the latter cumulative amount  being  the
aggregate  of the largest amounts separately computed for  entire
periods  of differing coexisting mortgage indenture requirements)
for  the  period from January l, 1954 to and including  any  such
twelve-month  period,  less (ii) the greater  of  the  cumulative
amount  charged  to  depreciation expense on  the  books  of  the
Corporation  or the cumulative amount computed under requirements
contained  in the Corporation's mortgage indentures  relating  to
minimum  depreciation  provisions (the latter  cumulative  amount
being  the  aggregate of the largest amounts separately  computed
for  entire  periods  of differing coexisting mortgage  indenture
requirements) from January l, 1954 up to but excluding  any  such
twelve-month  period; provided that in the event any  company  is
merged into the Corporation the "cumulative amount computed under
requirements  contained in the Corporation's mortgage  indentures
relating  to minimum depreciation provisions" referred  to  above
shall  be  computed without regard, for the period prior  to  the
merger,  of  property acquired in the merger, and the "cumulative
amount  charged  to  depreciation expense on  the  books  of  the
Corporation"  shall  be exclusive of amounts  provided  for  such
property prior to the merger.

          (9)   Dividends may be paid upon the Common Stock  only
when (i) dividends have been paid or declared and funds set apart
for  the payment of dividends as aforesaid on the Preferred Stock
from the date(s) after which dividends thereon became cumulative,
to  the  beginning of the period then current,  with  respect  to
which such dividends on the Preferred Stock are usually declared,
and (ii) all payments have been made or funds have been set aside
for  payments then or theretofore due under the terms of  sinking
fund  requirements  (if any) for the purchase  or  redemption  of
shares  of  any series of the Preferred Stock, but  whenever  (a)
there shall have been paid or declared and funds shall have  been
set  apart  for  the  payment  of all  such  dividends  upon  the
Preferred Stock as aforesaid and (b) all payments shall have been
made  or  funds  shall have been set aside for payments  then  or
theretofore due under the terms of sinking fund requirements  (if
any)  for  the purchase or redemption of shares of any series  of
the  Preferred Stock, then, subject to the limitations above  set
forth,  dividends  upon the Common Stock may be declared  payable
then or thereafter, out of funds legally available for payment of
dividends.  After  the  payment of the limited  dividends  and/or
shares in distribution of assets to which the Preferred Stock  is
expressly entitled in preference to the Common Stock, the  Common
Stock  (subject  to  the rights of any class of  stock  hereafter
authorized)  shall receive all further dividends  and  shares  in
distribution.

          (10)  Subject to the limitations hereinabove set forth,
the  Corporation, from time to time, may resell any  of  its  own
stock,  purchased  or  otherwise acquired by  it  as  hereinafter
provided  for,  at such price as may be fixed  by  its  Board  of
Directors.

          (11)  Subject to the limitations hereinabove set forth,
the  Corporation, in order to acquire funds with which to  redeem
any  outstanding Preferred Stock of any class, may issue and sell
stock  of  any class then authorized but unissued, bonds,  notes,
evidences of indebtedness, or other securities.

          (12)  Subject to the limitations hereinabove set forth,
and  except  to  the  extent that conversions, participations  or
other  special rights are established with respect to any  series
of  Preferred  Stock  by  the Board of Directors  as  hereinabove
provided,  the Board of Directors of the Corporation may  at  any
time  authorize the conversion or exchange of the  whole  or  any
particular part of the outstanding Preferred Stock of any  class,
with the consent of the holders thereof, into or for stock of any
other  class at the time of such consent authorized but  unissued
and  may  fix the terms and conditions upon which such conversion
or exchange may be made; provided that without the consent of the
holders of record of two-thirds (2/3) of the votes represented by
shares  of  Common Stock outstanding given at a  meeting  of  the
holders  of the Common Stock called and held as provided  by  the
Bylaws  or  given  in  writing without a meeting,  the  Board  of
Directors shall not authorize the conversion or exchange  of  any
Preferred  Stock  of  any  class into  or  for  Common  Stock  or
authorize the conversion or. exchange of any Preferred  Stock  of
any  class into or for Preferred Stock of any other class  if  by
such  conversion or exchange the amount which the holders of  the
shares  of  stock so converted or exchanged would be entitled  to
receive  either as dividends or shares in distribution of  assets
in preference to the Common Stock would be increased.

          (13)   A  consolidation, merger or amalgamation of  the
Corporation  with or into any other corporation  or  corporations
shall  not  be deemed a distribution of assets of the Corporation
within  the  meaning  of  any provisions  of  these  Amended  and
Restated Articles of Incorporation.

          (14)   If any provision in this Article FIFTH shall  be
in  conflict  or inconsistent with any other provision  of  these
Amended and Restated Articles of Incorporation, the provisions of
this Article FIFTH shall prevail and govern.

          (15)   No holder of any stock of the Corporation  shall
be  entitled as of right to purchase or subscribe for any part of
any  stock  of  the Corporation authorized by these  Amended  and
Restated Articles of Incorporation or of any additional stock  of
any  class  to  be  issued  by reason  of  any  increase  of  the
authorized  capital stock of the Corporation  or  of  any  bonds,
certificates  of  indebtedness, debentures  or  other  securities
convertible into stock of the Corporation.

          (16)  70,000 shares of the Corporation's $100 Preferred
Stock  authorized  in paragraph (a) of this Article  FIFTH  shall
consist  of  a  series  of  the  $100  Preferred  Stock  of   the
Corporation which shall:

               (A)    be   designated  "4.32%  Preferred   Stock,
Cumulative, $100 Par Value";

               (B)   have a dividend rate of $4.32 per share  per
annum  payable  quarterly on January 1,  April  1,  July  1,  and
October  1  of each year, the first dividend date to be  July  1,
1954 and such dividend date to be July 1, 1954 and such dividends
to be cumulative from April 1, 1954; and

               (C)   be  subject  to  redemption  in  the  manner
provided  with  respect  to  the Corporation's  Preferred  Stock,
Cumulative, $100 par value, in said Agreement of Consolidation or
Merger,  as  amended,  at  the price of  $106.147  per  share  if
redeemed  on  or before April 1, 1959 and on or before  April  1,
1964,  and of $103.647 per share if redeemed after April 1, 1964,
in  each  case  plus an amount equivalent to the accumulated  and
unpaid  dividends  thereon,  if  any,  to  the  date  fixed   for
redemption.

          (17)  93,500 shares of the Corporation's $100 Preferred
Stock  authorized  in paragraph (a) of this Article  FIFTH  shall
consist  of  a  series  of  the  $100  Preferred  Stock  of   the
Corporation which shall:

               (A)    be   designated  "4.72%  Preferred   Stock,
Cumulative, $100 par value";

               (B)   have a dividend rate of $4.72 per share  per
annum payable quarterly on January 1, April 1, July 1 and October
1  of  each year, the first dividend date to be July 1, 1955  and
such dividends to be cumulative from April 1, 1955;

               (C)   be  subject  to  redemption  in  the  manner
provided  with  respect  to  the Corporation's  Preferred  Stock,
Cumulative, $100 par value, in said Agreement of Consolidation or
Merger, as amended, at the price of $109.50 per share if redeemed
on  or  before  April 1, 1960, of $108.50 per share  if  redeemed
after April 1, 1960 and on or before April 1, 1965, in each  case
plus an amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption; and

               (D)   be  issued for cash or on a share for  share
basis for shares of the $7 Preferred Stock and $6 Preferred Stock
of  the Corporation which may be converted into or exchanged  for
such shares of 4.72% Preferred Stock, Cumulative, $100 par value,
with  a  cash  adjustment of $5.36 per share to be given  to  the
holders of the $7 Preferred Stock and a cash adjustment of  $5.20
per  share  to be given to the holders of $6 Preferred  Stock  so
converting or exchanging.

          (18)  75,000 shares of the Corporation's $100 Preferred
Stock  authorized  in paragraph (a) of this Article  FIFTH  shall
consist  of  a  series  of  the  $100  Preferred  Stock  of   the
Corporation which shall:

               (A)    be   designated  "4.56%  Preferred   Stock,
Cumulative, $100 par value";

               (B)   have a dividend rate of $4.56 per share  per
annum payable quarterly on January 1, April 1, July 1 and October
1 of each year, the first dividend date to be January 1, 1965 and
such dividends to be cumulative from October 1, 1964; and

               (C)  be subject to redemption in the manner
provided with respect to the Corporation's Preferred Stock,
Cumulative, $100 par value, in said Agreement of Consolidation or
Merger, as amended, at the price of $105.89 per share if redeemed
on or before October 1, 1969, or $104.33 per share if redeemed
after October 1, 1969 and on or before October 1, 1974, and of
$102.83 per share if redeemed after October 1, 1974, in each case
plus an amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption;

          (19)  75,000 shares of the Corporation's $100 Preferred
Stock  authorized  in paragraph (a) of this Article  FIFTH  shall
consist  of  a  series  of  the  $100  Preferred  Stock  of   the
Corporation which shall:

               (A)   consist  of 75,000 shares to  be  designated
"4.56%   Preferred  Stock,  Cumulative,  $100  par  value   (1965
Series)":

               (B)   have a dividend rate of $4.56 per share  per
annum payable quarterly on January 1, April 1, July 1 and October
1  of each year, the first dividend date to be July 1, 1965,  and
such dividends to be cumulative from April 1, 1965; and

               (C)   be  subject  to  redemption  in  the  manner
provided   with   respect  to  the  Company's  Preferred   Stock,
cumulative, $100 par value, in said Agreement of Consolidation or
Merger, as amended, at the price of $105.56 per share if redeemed
on  or  before  April 1, 1970, of $104.00 per share  if  redeemed
after  April  1,  1970 and on or before April  1,  1975,  and  of
$102.50  per share if redeemed after April 1, 1975, in each  case
plus an amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption;

          (20)    100,000   shares  of  the  Corporation's   $100
Preferred Stock authorized in paragraph (a) of this Article FIFTH
shall  consist  of a series of the $100 Preferred  Stock  of  the
Corporation which shall:

               (A)    be   designated  "6.08%  Preferred   Stock,
cumulative, $100 par value";

               (B)   have a dividend rate of $6.08 per share  per
annum payable quarterly on January 1, April 1, July 1 and October
1 of each year, the first dividend date to be January 1, 1967 and
such dividends to be cumulative from October 1, 1966; and

(C)  be subject to redemption in the manner provided with respect
to  the Company's Preferred Stock, cumulative $100 par value,  in
said  Agreement  of Consolidation or Merger, as amended,  at  the
price  of  $107.41 per share if redeemed on or before October  1,
1971, of $104.33 per share if redeemed after October 1, 1971  and
on  or  before  October  1, 1976, and of  $102.83  per  share  if
redeemed  after  October  1, 1976 in each  case  plus  an  amount
equivalent  to the accumulated and unpaid dividends  thereon,  if
any, to the date fixed for redemption;

          (21)    100,000   shares  of  the  Corporation's   $100
Preferred Stock authorized in paragraph (a) of this Article FIFTH
shall  consist  of a series of the $100 Preferred  Stock  of  the
Corporation which shall:

               (A)    be   designated  "7.32%  Preferred   Stock,
cumulative, $100 par value";

               (B)   have a dividend rate of $7.32 per share  per
annum payable quarterly on January 1, April 1, July 1 and October
1  of each year, the first dividend date to be April 1, 1969  and
such dividends to be cumulative from January 1, 1969; and

(C)  be subject to redemption in the manner provided with respect
to  the Company's Preferred Stock, cumulative, $100 par value, in
said  Agreement  of Consolidation or Merger, as amended,  at  the
price  of  $108.99 per share if redeemed on or before January  1,
1974, of $104.67 per share if redeemed after January 1, 1974  and
on  or  before  January  1, 1979, and of  $103.17  per  share  if
redeemed  after  January 1, 1979, in each  case  plus  an  amount
equivalent  to the accumulated and unpaid dividends  thereon,  if
any, to the date fixed for redemption;

          (22)    150,000   shares  of  the  Corporation's   $100
Preferred Stock authorized in paragraph (a) of this Article FIFTH
shall  consist  of a series of the $100 Preferred  Stock  of  the
Corporation which shall:

               (A)   be   designated  "7.80%   Preferred   Stock,
cumulative, $100 par value";

               (B)   have a dividend rate of $7.80 per share  per
annum payable quarterly on January 1, April 1, July 1 and October
1  of  each year, the first dividend date to be July 1, 1972  and
such dividends to be cumulative from April 13, 1972; and

(C)  be subject to redemption in the manner provided with respect
to  the Company's Preferred Stock, cumulative, $100 par value, in
said  Agreement  of Consolidation or Merger, as amended,  at  the
price of $109.10 per share if redeemed on or before April 1, 1977
(except  that  no  share of the 7.80% Preferred  Stock  shall  be
redeemed  before  April  1, 1977 if such redemption  is  for  the
purpose  or  in anticipation of refunding such share through  the
use, directly or indirectly, of funds borrowed by the Company  or
through the use, directly or indirectly, of funds derived through
the  issuance by the Company of stock ranking prior to  or  on  a
parity with the 7.80%A Preferred Stock as to dividends or assets,
if  such  borrowed funds have an effective interest cost  to  the
Company (computed in accordance with generally accepted financial
practice)  or such stock has an effective dividend  cost  to  the
Company  (so computed) of less than 7.785% per annum, of  $107.15
per share if redeemed after April 1, 1977, and on or before April
1,  1982,  of $105.20 per share if redeemed after April 1,  1982,
and  on  or  before April 1, 1987, and of $103.25  per  share  if
redeemed  after  April  1,  1987, in each  case  plus  an  amount
equivalent  to the accumulated and unpaid dividends  thereon,  if
any, to the date fixed for redemption;

          (23)    200,000   shares  of  the  Corporation's   $100
Preferred Stock authorized in paragraph (a) of this Article FIFTH
shall  consist  of a series of the $100 Preferred  Stock  of  the
Corporation which shall:

               (A)   consist  of 200,000 shares to be  designated
"7.40% Preferred Stock, cumulative, $100 par value";

               (B)   have a dividend rate of $7.40 per share  per
annum payable quarterly on January 1, April 1, July 1 and October
1  of each year, the first dividend date to be April 1, 1973, for
the  period commencing December 14, 1972, to and including  March
31,  1973, and such dividends to be cumulative from December  14,
1972; and

               (C)   be  subject  to  redemption  in  the  manner
provided   with   respect  to  the  Company's  Preferred   Stock,
cumulative, $100 par value, in said Agreement of Consolidation or
Merger, as amended, at the price of $108.35 per share if redeemed
on  or before December 1, 1977 (except that no share of the 7.40%
Preferred  Stock shall be redeemed before December  1,  1977,  if
such  redemption  is  for  the  purpose  or  in  anticipation  of
refunding such share through the use, directly or indirectly,  of
funds  borrowed  by the Company or through the use,  directly  or
indirectly, of funds derived through the issuance by the  Company
of stock ranking prior to or on a parity with the 7.40% Preferred
Stock  as to dividends or assets, if such borrowed funds have  an
effective  interest cost to the Company (computed  in  accordance
with generally accepted financial practice) or such stock has  an
effective dividend cost to the Company (so computed) of less than
7.3795%  per  annum,  of  $106.50 per  share  if  redeemed  after
December 1, 1977 and on or before December 1, 1982 of $104.65 per
share  if  redeemed  after December 1, 1982,  and  on  or  before
December 1, 1987, in each case plus an amount equivalent  to  the
accumulated  and unpaid dividends thereon, if any,  to  the  date
fixed for redemption;

          (24)    150,000   shares  of  the  Corporation's   $100
Preferred Stock authorized in paragraph (a) of this Article FIFTH
shall  consist  of a series of the $100 Preferred  Stock  of  the
Corporation which shall:

               (A)   consist  of 150,000 shares to be  designated
"7.88% Preferred Stock, cumulative, $100 par value";

               (B)   have a dividend rate of $7.88 per share  per
annum  payable  quarterly on January 1,  April  1,  July  1,  and
October  1 of each year, the first dividend date to be  April  1,
1974,  for  the  period  commencing  December  6,  1973,  to  and
including  March  31, 1974, and such dividends to  be  cumulative
from December 6, 1973; and

               (C)   be  subject  to  redemption  in  the  manner
provided   with   respect  to  the  Company's  Preferred   Stock,
cumulative, $100 par value, in said Agreement of Consolidation or
Merger, as amended, at the price of $108.91 per share if redeemed
on  or before December 1, 1978 (except that no share of the 7.88%
Preferred  Stock shall be redeemed before December  1,  1978,  if
such  redemption  is  for  the  purpose  or  in  anticipation  of
refunding such share through the use, directly or indirectly,  of
funds  borrowed  by the Company or through the use,  directly  or
indirectly, of funds derived through the issuance by the  Company
of stock ranking prior to or on a parity with the 7.88% Preferred
Stock  as to dividends or assets, if such borrowed funds have  an
effective  interest cost to the Company (computed  in  accordance
with generally accepted financial practice) or such stock has  an
effective dividend cost to the Company (so computed) of less than
7.853% per annum, of $106.94 per share if redeemed after December
1, 1978 and on or before December 1, 1983 of $104.97 per share if
redeemed  after  December 1, 1983, and on or before  December  1,
1988,  in  each case plus an amount equivalent to the accumulated
and  unpaid  dividends thereon, if any, to  the  date  fixed  for
redemption;

            (25)   1,600,000  shares  of  the  Corporation's  $25
Preferred Stock authorized in paragraph (a) of this Article FIFTH
shall  consist  of  a series of the $25 Preferred  Stock  of  the
Corporation which shall:

               (A)   consist of 1,600,000 shares to be designated
"9.92%   Preferred  Stock,  cumulative,  $25   par   value"   and
hereinafter be referred to as "2nd 1979 Series Preferred Stock";

               (B)   have a dividend rate of $2.48 per share  per
annum  payable  quarterly on January 1,  April  1,  July  1,  and
October 1 of each year, the first dividend date to be October  1,
1979, and such dividends to be cumulative from June 28, 1979;

               (C)   be  subject  to  redemption  in  the  manner
provided   with   respect  to  the  Company's  Preferred   Stock,
cumulative, $25 par value, in said Agreement of Consolidation  or
Merger,  as amended, at the price of $28.18 per share if redeemed
on  or before June 1, 1984 (except that no share of the 2nd  1979
Series Preferred Stock shall be redeemed before June 1, 1984,  if
such  redemption  is  for the purpose of or  in  anticipation  of
refunding such share through the use, directly or indirectly,  of
funds  borrowed  by the Company or through the use,  directly  or
indirectly, of funds derived through the issuance by the  Company
of stock ranking prior to or on a parity with the Preferred Stock
as  to  dividends  or  assets, if such  borrowed  funds  have  an
effective  interest cost to the Company (computed  in  accordance
with generally accepted financial practice ) or such stock has an
effective dividend cost to the Company (so computed) of less than
9.8086 per annum), of $27.56 per share if redeemed after June  1,
1984,  and  on  or before June 1, 1989, of $26.94  per  share  if
redeemed  after June 1, 1989, and on or before June 1, 1994,  and
of  $26.32 per share if redeemed after June 1, 1994, in each case
plus an amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption; and

               (D)  be subject to redemption as and for a sinking
fund as follows:

          On  June  1,  1984 and on each June 1 thereafter  (each
such  date  being hereinafter referred to as a "2nd  1979  Series
Sinking Fund Redemption Date"), for so long as any shares of  the
2nd  1979  Series  Preferred Stock shall remain outstanding,  the
Company shall redeem, out of funds legally available therefor and
otherwise  in  the manner provided with respect to the  Company's
Preferred Stock, cumulative, $25 par value, in said Agreement  of
Consolidation  or Merger, as amended, 80,000 shares  of  the  2nd
1979  Series  Preferred  Stock (or  the  number  of  shares  then
outstanding  if less than 80,000) at the sinking fund  redemption
price  of  $25  per share plus, as to each share so redeemed,  an
amount   equivalent  to  the  accumulated  and  unpaid  dividends
thereon, if any, to the date of redemption (the obligation of the
Company  so to redeem the shares of the 2nd 1979 Series Preferred
Stock  being  hereinafter referred to as  the  "2nd  1979  Series
Sinking  Fund  Obligation") . The 2nd 1979  Series  Sinking  Fund
Obligation  shall  be  cumulative.  If on  any  2nd  1979  Series
Sinking  Fund Redemption Date, the Company shall not  have  funds
legally  available therefor sufficient to redeem the full  number
of  shares  required to be redeemed on that date,  the  2nd  1979
Series  Sinking  Fund Obligation with respect to the  shares  not
redeemed  shall carry forward to each successive 2nd 1979  Series
Sinking  Fund Redemption Date until such shares shall  have  been
redeemed.   Whenever  on  any  2nd  1  97g  Series  Sinking  Fund
Redemption  Date, the funds of the Company legally available  for
the  satisfaction of the 2nd 1979 Series Sinking Fund  Obligation
and  all other sinking fund and similar obligations then existing
with respect to any other class or series of its stock ranking on
a  parity  as  to  dividends or assets with the 2nd  1979  Series
Preferred  Stock  (such  Obligation and obligations  collectively
being  hereinafter  referred  to  as  the  "Total  Sinking   Fund
Obligation")  are insufficient to permit the Company  to  satisfy
fully its Total Sinking Fund Obligation on that date, the Company
shall  apply  to the satisfaction of its 2nd 1979 Series  Sinking
Fund  Obligation  on that date that proportion  of  such  legally
available  funds  which is equal to the ratio of  such  2nd  1979
Series  Sinking  Fund  Obligation  to  such  Total  Sinking  Fund
Obligation.  In  addition  to the 2nd 1979  Series  Sinking  Fund
Obligation, the Company shall have the option, which shall be non-
cumulative,  to  redeem,  upon  authorization  of  the  Board  of
Directors  and otherwise in the manner provided with  respect  to
the Company's Preferred Stock, cumulative, $25 par value, in said
Agreement  of Consolidation or Merger, as amended,  on  each  2nd
1979  Series  Sinking  Fund Redemption  Date,  at  the  aforesaid
sinking fund redemption price, up to 80,000 additional shares  of
the  2nd  1979  Series  Preferred Stock.  The  Company  shall  be
entitled, at its election, to credit against its 2nd 1979  Series
Sinking  Fund  Obligation  on any 2nd 1979  Series  Sinking  Fund
Redemption Date any shares of the 2nd 1979 Series Preferred Stock
(including  shares  of  the  2nd  1979  Series  Preferred   Stock
optionally  redeemed pursuant to this paragraph (d))  theretofore
redeemed,  other  than shares of 2nd 1979 Series Preferred  Stock
redeemed pursuant to the 2nd 1979 Series Sinking Fund Obligation,
purchased  or  otherwise  acquired and  not  previously  credited
against the 2nd 1979 Series Sinking Fund Obligation;

          (26)    500,000   shares  of  the  Corporation's   $100
Preferred Stock authorized in paragraph (a) of this Article FIFTH
shall  consist  of a series of the $100 Preferred  Stock  of  the
Corporation which shall:

               (A)   consist  of 500,000 shares to be  designated
"8.52%   Preferred  Stock,  cumulative,  $100  par   value"   and
hereinafter  to  be  referred to as the  "1986  Series  Preferred
Stock";

               (B)   have a dividend rate of $8.52 per share  per
annum  payable  quarterly on January 1,  April  1,  July  1,  and
October 1, of each year, the first dividend date to be January 1,
1987,  and  such  dividends to be cumulative  from  the  date  of
issuance;

               (C)   be  subject  to  redemption  in  the  manner
provided   with   respect  to  the  Company's  Preferred   Stock,
cumulative, $100 par value, in said Agreement of Consolidation or
Merger, as amended, at the price of $108.52 per share if redeemed
on  or before November 1, 1991 (except that no share of the  1986
Series Preferred Stock shall be redeemed before November 1, 1991,
if  such  redemption is for the purpose of or in anticipation  of
refunding such share through the use, directly or indirectly,  of
funds  borrowed  by the Company or through the use,  directly  or
indirectly, of funds derived through the issuance by the  Company
of  stock  ranking prior to or on a parity with the  1986  Series
Preferred Stock as to dividends or assets, if such borrowed funds
have  an  effective  interest cost to the  Company  (computed  in
accordance  with generally accepted financial practice)  or  such
stock has an effective dividend cost to the Company (so computed)
of  less than 8.780% per annum), of $106.39 per share if redeemed
after  November 1, 1991, and on or before November  1,  1996,  of
$104.26 per share if redeemed after November 1, 1996, and  on  or
before  November  1, 2001, and of $102.13 per share  if  redeemed
after November 1, 2001, in each case plus an amount equivalent to
the accumulated and unpaid dividends thereon, if any, to the date
fixed for redemptions and

               (D)  be subject to redemption as and for a sinking
fund  as  follows:  on November 1, 1991 and on  each  November  1
thereafter  (each such date bring hereinafter referred  to  as  a
1986  Series Sinking Fund Redemption Date"), for so long  as  any
shares   of   the  1986  Series  Preferred  Stock  shall   remain
outstanding,;  the  Company shall redeem, out  of  funds  legally
available  therefor  and otherwise in the  manner  provided  with
respect  to the Company's Preferred Stock, cumulative,  $100  par
value,  in said Agreement of Consolidation or Merger, as amended,
25,000  shares of the 1986 Series Preferred Stock (or the  number
of  shares  then outstanding if less than 25,000) at the  sinking
fund redemption price of $100 per share plus, as to each share so
redeemed,  an  amount  equivalent to the accumulated  and  unpaid
dividends  thereon,  if  any,  to the  date  of  redemption  (the
obligation  of the Company so to redeem such shares of  the  1986
Series Preferred Stock being hereinafter referred to as the "1986
Series  Sinking Fund Obligation"); the 1986 Series  Sinking  Fund
Obligation  shall  be cumulative; if on any 1986  Series  Sinking
Fund  Redemption Date, the Company shall not have  funds  legally
available therefor sufficient to redeem the full number of shares
required  to  be  redeemed on that date, the 1986 Series  Sinking
Fund  Obligation  with respect to the shares not  redeemed  shall
carry  forward  to  each  successive  l986  Series  Sinking  Fund
Redemption  Date  until  such shares shall  have  been  redeemed;
whenever  on  any 1986 Series Sinking Fund Redemption  Date,  the
funds  of  the Company legally available for the satisfaction  of
the  1986  Series Sinking Fund Obligation and all  other  sinking
fund  and similar obligations then existing with respect  to  any
other  class  or series of its stock ranking on a  parity  as  to
dividends  or assets with the 1986 Series Preferred  Stock  (such
obligation   and   obligations  collectively  being   hereinafter
referred   to  as  the  "Total  Sinking  Fund  Obligation")   are
insufficient  to  permit the Company to satisfy fully  its  Total
Sinking Fund Obligation on that date, the Company shall apply  to
the  satisfaction of its 1986 Series Sinking Fund  Obligation  on
that  date that proportion of such legally available funds  which
is equal to the ratio of such 1986 Series Sinking Fund Obligation
to  such  Total Sinking Fund Obligation; in addition to the  1986
Series  Sinking  Fund  Obligation, the  Company  shall  have  the
option,   which   shall  be  non-cumulative,  to   redeem,   upon
authorization  of  the Board of Directors and  otherwise  in  the
manner  provided  with respect to the Company's Preferred  Stock,
cumulative, $100 par value, in said Agreement of Consolidation or
Merger,  as  amended, on each 1986 Series Sinking Fund Redemption
Date,  at  the  aforesaid sinking fund redemption  price,  up  to
25,000 additional shares of the 1986 Series Preferred Stock;  the
Company shall be entitled, at its election, to credit against its
1986  Series  Sinking Fund Obligation on any 1986 Series  Sinking
Fund  Redemption  Date  any shares of the 1986  Series  Preferred
Stock,  (including  shares  of the 1986  Series  Preferred  Stock
optionally  redeemed pursuant to this paragraph (d)), theretofore
redeemed  (other  than shares of the 1986 Series Preferred  Stock
redeemed  pursuant  to the 1986 Series Sinking  Fund  Obligation)
purchased  or  otherwise  acquired and  not  previously  credited
against the 1986 Series Sinking Fund Obligation; and further

          (27)   600,000  shares  of the  Corporation's  Class  A
Preferred Stock authorized in paragraph (a) of this Article FIFTH
shall  consist of a series of the Class A Preferred Stock of  the
Corporation which shall:

               (A)    be   designated  "$l.96  Preferred   Stock,
Cumulative, $0.01 Par Value (Involuntary Liquidation Value  $25)"
and  hereinafter  be  referred to as the "1992  Series  Preferred
Stock";

               (B)    have   a   price  payable  on   involuntary
liquidation, dissolution or winding up of the Corporation of  $25
per share;

               (C)   have a dividend rate of $1.96 per share  per
annum payable quarterly on January 1, April 1, July 1 and October
1  of each year, the first dividend date to be July 1, 1992,  and
such dividends to be cumulative from June 3, 1992; and

               (D)   be  subject  to  redemption  in  the  manner
provided with respect to the Corporation's Preferred Stock in the
Corporation's  Amended and Restated Articles Or Incorporation  at
the  price  of  $25  per share plus an amount equivalent  to  the
accumulated  and unpaid dividends thereon, if any,  to  the  date
fixed  for  redemption (except that no share of the  1992  Series
Preferred  Stock  shall be redeemed on or before  July  1,  1997;
however,   such   price   of  $25  per   share   is   established
notwithstanding  such  limitation on redemption  as  the  current
redemption  price for the period on or before July  1,  1997  for
purposes of subparagraph (6) of paragraph (c) of Article FIFTH).

     SIXTH:  Director Conflict of Interest.

     (a)   A  conflict of interest transaction is  a  transaction
with the Corporation in which a director of the Corporation has a
direct  or  indirect interest. A conflict of interest transaction
is  not  voidable  by  the  Corporation  solely  because  of  the
director's  interest  in  the  transaction  if  any  one  of  the
following is true:

          (1)   The  material  facts of the transaction  and  the
director's  interest  were disclosed or known  to  the  Board  of
Directors or a committee of the Board of Directors and the  Board
of  Directors or committee authorized, approved, or ratified  the
transaction

          (2)   The  material  facts of the transaction  and  the
director's  interest were disclosed or known to  the  holders  of
Common  Stock  and the transaction was authorized,  approved,  or
ratified  by the vote of the holders of a majority of  the  votes
entitled to be cast by the Common Stock; or

          (3)  The transaction was fair to the Corporation.

     (b)   For purposes of this Article SIXTH, a director of  the
Corporation  has  an indirect interest in a transaction  and  the
transaction should be considered by the Board of Directors of the
Corporation if:

          (1)   Another  entity  in  which  the  director  has  a
material financial interest or in which the director is a general
partner is a party to the transaction; or

          (2)   Another  entity  of  which  the  director  is   a
director, officer, or trustee is a party to the transaction.

     SEVENTH:  Board of Directors.

     (a)   The  affairs and business of the Corporation shall  be
conducted and controlled by a Board of Directors, and the  number
of directors which shall constitute the whole Board shall be such
as  from time to time shall be fixed by resolution adopted by the
holders of Common Stock or by the Board of Directors, but  in  no
case  shall  the number of directors be less than three  (3)  nor
more  than  fifteen  (15).  Directors shall  be  elected  by  the
holders  of Common Stock except as provided in Article FIFTH  (c)
(2)  at each annual meeting of the stockholders and each director
so elected shall hold office until the next annual meeting of the
stockholders  or  until his successor is elected  and  qualified,
except as herein provided.  All stockholders entitled to vote for
the election of directors may cumulate their votes for directors.
Any  or all directors elected by the holders of Common Stock  may
at  any  time be removed without cause by the vote of the holders
of  a  majority  of the votes entitled to be cast by  the  Common
Stock  given  at a meeting called for the purpose of  considering
such  action, and the successor of any director so removed  shall
be elected by the holders of Common Stock at such meeting or at a
later  meeting.  Any or all directors elected by the  holders  of
Preferred Stock may at any time be removed without cause  by  the
vote  of  the holders of a majority of the votes entitled  to  be
cast  by  the Preferred Stock given at a meeting called  for  the
purpose  of  considering such action, and the  successor  of  any
director  so removed shall be elected by the holders of Preferred
Stock at such meeting or at a later meeting; provided, however, a
director may not be removed without cause if the number of  votes
sufficient to elect him under cumulative voting is voted  against
his  removal.   Except  as  provided in Article  FIFTH  (c)  (2),
vacancies  and  newly created directorships  resulting  from  any
increase  in the authorized number of directors may be filled  as
provided  in  the By-Laws.  If the vacant office was  held  by  a
director  elected  by  a voting group of shareholders,  only  the
holders  of  shares  of that voting group shall  be  entitled  to
participate  in the filling of such vacancy.  If  the  number  of
directors is decreased then to the extent that the decrease  does
not  exceed  the number of vacancies in the Board then  existing,
such  resolution  may  provide that  it  shall  become  effective
forthwith,  and to the extent that the decrease does exceed  such
number of vacancies, such resolution shall provide that it  shall
not  become effective until the next election of directors by the
stockholders.   The Board of Directors shall have power  to  hold
their  meetings,  to have one or more offices  and  to  keep  the
corporate books (except such books as are required by law  to  be
kept  within  the  state of Arkansas) outside  of  the  State  of
Arkansas at such places as may from time to time be designated by
them.   The Board of Directors shall elect individuals to  occupy
executive offices as provided in the By-Laws.

     (b)   The  Board of Directors shall have power to  authorize
and  cause to be executed mortgages or deeds of trust which shall
cover  and create a lien upon, or otherwise encumber, all or  any
part  of  the property of the Corporation of whatsoever kind  and
wheresoever  situated whether then owned or  thereafter  acquired
and  to  provide in any such mortgage or deed of trust  that  the
amount  of bonds or other evidences of indebtedness to be  issued
thereunder  and  to  be secured thereby shall  be  limited  to  a
definite  amount  or  limited  only  by  the  conditions  therein
specified  and to issue or cause to be issued by the  Corporation
the  bonds  or  other  evidences of indebtedness  to  be  secured
thereby.

     EIGHTH: Limitation of Director Liability.

     (a)   To  the  fullest  extent  permitted  by  the  Arkansas
Business  Corporation Act, as currently in effect or as hereafter
may be amended or modified, or any other applicable law presently
or  hereafter in effect, no director of the Corporation shall  be
personally  liable  to  the Corporation or its  shareholders  for
monetary damages for or with respect to any acts or omissions  in
the performance of his duties.

     (b)    Any   repeal   or  modification  of   the   foregoing
subparagraph  by  the shareholders of the Corporation  shall  not
adversely  affect any right or protection of a  director  of  the
Corporation existing at the time of such repeal or modification.

     NINTH: Indemnification.

     (a)   Every  person  who is or was an officer,  director  or
employee of the Corporation and who also is or was a party or  is
threatened  to  be  made  a  party  to  or  is  involved  in  any
threatened,  pending, or completed action,  suit  or  proceeding,
whether civil, criminal, administrative, or investigative  or  by
or in the right of the Corporation, by reason of the fact that he
is  or was a director, officer or employee of the Corporation  or
is or was serving at the request of the Corporation as a director
or officer of another corporation, or as its representative in  a
partnership, joint venture, trust, or other enterprise, shall  be
indemnified  and.  held  harmless to the fullest  extent  legally
permissible   under   and  pursuant  to  the  Arkansas   Business
Corporation  Act, as currently in effect or as hereafter  may  be
amended or modified, but in the case of any such amendment,  only
to the extent that such amendment permits the Corporation to give
broader  indemnification  rights  than  said  law  permitted  the
Corporation  to provide prior to such amendment.  Such  right  of
indemnification shall be a contract right that may be enforced in
any  lawful  manner by such person. Such right of indemnification
shall  not  be exclusive of any other right which such  director,
officer  or  employee may have or hereafter acquire and,  without
limiting  the generality of such statement, he shall be  entitled
to  his  rights of indemnification under any agreement,  vote  of
shareholders,  provision of law, or otherwise,  as  well  as  his
rights under this Article NINTH.

     (b)   Expenses  incurred by any person  who  is  or  was  an
officer,  director or employee of the Corporation in defending  a
civil, criminal, administrative, or investigative action, suit or
proceeding  by reason of the fact that he is or was  a  director,
officer  or  employee of the Corporation or was  serving  at  the
Corporation's  request  as  a  director  or  officer  of  another
corporation  or  as  its representative in a  partnership,  joint
venture,  trust  or  other  enterprise  shall  be  paid  by   the
Corporation  in advance of the final disposition of such  action,
suit  or  proceeding  to the fullest extent  legally  permissible
under  and pursuant to the Arkansas Business Corporation Act,  as
currently  in effect or as hereafter may be amended or  modified,
but  in  the case of any such amendment, only to the extent  that
such  amendment permits the Corporation to provide broader rights
to payment of expenses than said law permitted the Corporation to
provide  prior  to  such  amendment. Such  right  to  payment  of
expenses  shall be a contract right that may be enforced  in  any
lawful manner by such person.

     (c)    If  any  provision  of  this  Article  NINTH  or  the
application  thereof to any person or circumstance is adjudicated
invalid,  such  invalidity shall not affect other  provisions  or
applications  of this Article NINTH which lawfully can  be  given
without the invalid provision or application.

      TENTH:   Bylaws.   The present by-laws of  the  Corporation
shall continue to be the by-laws of the Corporation until changed
or amended as therein or herein or by law provided.

     ELEVENTH:  Incorporators.  The names of the incorporators of
the  Corporation, as set forth in the Agreement of  Consolidation
or  Merger dated October 13, 1926, which information is  provided
herein for informational purposes only, are as follows:

                          C. D. Cherry
                          W. H. Holmes
                           Ray Gibson

     DATED:    November 11, 1999

                                   Entergy Arkansas, Inc.


                                   /s/ Steven C. McNeal
                                   Steven C. McNeal
                                   Vice President and
                                   Treasurer


                                   /s/ Christopher T. Screen
                                   Christopher T. Screen
                                   Assistant Secretary