Exhibit 10(a)76


           EXECUTIVE DEFERRED COMPENSATION PLAN OF
            ENTERGY CORPORATION AND SUBSIDIARIES

                  Certificate of Amendment

                       Amendment No. 1

     THIS INSTRUMENT, executed and made effective this  __
day of December, 2001, constitutes the First Amendment of
the Executive Deferred Compensation 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 7.01 of the Plan, the Personnel
Committee, as authorized by the Board of Directors, does
hereby amend the Plan as follows:

     1. Section 1.01 of the Plan is amended by adding the
        following new sentence at the end of that Section to read as
        follows:

     Effective December 7, 2001, the Plan's purpose of
     attracting and retaining certain executive employees
     has been enhanced by allowing a System Management
     Participant the opportunity to defer receipt of all or
     a portion of his Executive Plan Benefits.

     2. Section 2.04 of the Plan is amended by deleting the
        last sentence of such Section.

     3. Section 2.13 of the Plan is amended in its entirety to
        read as follows:

2.13 "Deferred Compensation" shall mean the amount of
     deferred Base Salary, Incentive Compensation and
     Executive Plan Benefits credited to a Participant's
     Account, as valued at any given point in time based on
     the relative value of the respective Investment Funds
     that the Participant directs over time less
     administrative charges or costs, and that would be
     available for distribution assuming that all
     requirements and requisites for distribution under the
     Plan are satisfied.

     4. Section 2.18 of the Plan is amended in its entirety to
        read as follows:

2.18 "EOP" and "EAP" shall mean, respectively, the 1998
     Equity Ownership Plan of Entergy Corporation and
     Subsidiaries and the Entergy Corporation and
     Subsidiaries Equity Awards Plan, both as amended from
     time to time.

     5. Section 2.19 of the Plan is amended in its entirety to
        read as follows:

2.19 "Executive Plan Benefits" shall mean a lump sum benefit
     payable to a System Management Participant from one of
     the following Entergy Corporation sponsored non-
     qualified plans, in accordance with the terms and
     conditions of such plans: Pension Equalization Plan of
     Entergy Corporation and Subsidiaries, Post-Retirement
     Plan of Entergy Corporation and Subsidiaries,
     Supplemental Retirement Plan of Entergy Corporation and
     Subsidiaries, System Executive Retirement Plan of
     Entergy Corporation and Subsidiaries, and Defined
     Contribution Restoration Plan of Entergy Corporation.

     6. Section 2.20 of the Plan is amended in its entirety to
        read as follows:

2.20 "Incentive Compensation" shall mean: (a) the amount of
     any incentive award payable based on performance years
     commencing on or after January 1, 1997 that a Participant
     may become eligible to receive during a period of Covered
     Employment under the terms of the EAIP or other comparable
     incentive plan that the Administrator may from time to time
     recognize as "Incentive Compensation" for purposes of this
     Plan, and (b) the amount of any signing bonus or additional
     types or forms of compensation payable on or after January
     1, 1997 that the Administrator or the office of the Senior
     Vice-President, Human Resources and Administration, in its
     or his sole discretion, approves with respect to one or more
     Employees, in its or his sole discretion, as "Incentive
     Compensation" under the terms of this Plan. The
     determination by the Administrator or by the office of the
     Senior Vice-President, Human Resources and Administration as
     to the inclusion or exclusion of any compensation with
     respect to one or more Employees as "Incentive Compensation"
     under the terms of this Plan shall be final and binding on
     all parties.

     7. Section 2.21 of the Plan is amended in its entirety to
        read as follows:

2.21 "Investment Funds" shall mean the several T. Rowe Price
     investment funds from time to time available under the
     Savings Plan (excluding the Entergy Stock Fund and
     excluding TradeLink), which funds shall be used as a
     basis for determining the value of Deferred
     Compensation credited to a Participant's Account.

     8. Section 2.22 of the Plan is amended in its entirety to
        read as follows:

2.22 "Participant" shall mean any Employee who (a) is
     eligible to defer Base Salary, Incentive Compensation
     or Executive Plan Benefits pursuant to Section 3.01 and
     (b) elects to do so.  Any employee who is eligible to
     defer Base Salary, Incentive Compensation or Executive
     Plan Benefits under this Plan and has Deferred
     Compensation allocated to his Account hereunder shall
     remain a Participant through the date on which all such
     sums are distributed pursuant to Section 4.10, 4.11,
     4.12 or 4.13, as applicable.  Such Employee's status as
     a Participant through the date of any such distribution
     does not convey any continued right to defer additional
     sums hereunder nor to make any further investment
     directions with respect to book-entry amounts held in
     his Account except in accordance with rules and
     procedures established by the Administrator.

     9. New Plan Sections 2.29 and 2.30 are added to Article II
        to read as follows:

2.29 "System Management Level" shall mean the applicable
     management level set forth below:

     (a)  System Management Level 1 (Chief Executive Officer and
       Chairman of the Board of Entergy Corporation);

     (b)  System Management Level 2 (Presidents and Executive
       Vice Presidents within the System);

     (c)  System Management Level 3 (Senior Vice Presidents
       within the System); and

     (d)  System Management Level 4 (Vice Presidents within the
       System).

2.30 "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 2.29.
     Notwithstanding the foregoing, a former System Management
     Participant who has otherwise satisfied Section 4.05(c)
     shall be treated as a System Management Participant solely
     for purposes of being eligible to make Successive Deferral
     Elections in accordance with Section 4.05.

     10. Former Section 2.29 is renumbered Section 2.31 and
         amended in its entirety to read as follows:

2.31 "Valuation Date" shall mean the valuation date relating
     to the date on which the Participant is scheduled to
     have Deferred Compensation distributed to him in
     accordance with Section 4.10, 4.11, 4.12 or 4.13, files
     or makes a change in investment direction, or transfers
     from one System employer to another, as applicable to
     the particular circumstances requiring the valuation of
     the Deferred Compensation allocated to the
     Participant's Account.   For purposes of periodic
     reporting and disclosure to Participants as to the
     relative value of their Account, the "Valuation Date"
     shall be the last business day immediately preceding
     the Participant's inquiry or such other date as the
     Administrator may determine and disclose in any such
     report or disclosure.

     11. Article IV of the Plan is amended and restated in its
         entirety, to read as follows:

                         ARTICLE IV

                     DEFERRAL ELECTIONS


4.01 Deferral of Base Salary.

     (a)  Subject to the applicable deferral election
       requirements set forth in Sections 4.04, 4.05 and 4.06, and
       such other rules, regulations and procedures as may be
       established by the Administrator from time to time, a
       Participant may elect to defer (in one percent increments)
       any percentage of his Base Salary (but not less than five
       percent of his Base Salary nor amounts in excess of his
       Available Base Salary).

       Such initial Base Salary deferral election must be
       made prior to the beginning of the first complete
       payroll period with respect to which such Base
       Salary is payable and in such form as the
       Administrator (or its delegate) may require.  Any
       such election shall remain in effect with respect to
       future Base Salary amounts through the earlier of
       (1) the Participant's termination of employment or
       loss of Participant status under Section 3.02(a)
       above, whichever is earlier, or (2) the effective
       date for any election made by the Participant with
       respect to future Base Salary amounts subsequent to
       such initial election. Any such election shall be
       given prospective effect only and shall not
       adversely affect any Deferred Compensation deferred
       or credited to the Participant's Account based on
       any prior deferral election.

     (b)  A new deferral election shall not affect the investment
       direction of any Deferred Compensation then or thereafter
       credited to the Participant's Account unless the Participant
       makes a new investment direction election under Section
       4.08.  Once in effect, the amounts deferred by the
       Participant hereunder shall be credited to his Account on a
       book-entry basis as soon as practicable following the date
       of each deferred installment of Base Salary.

4.02 Deferral of Incentive Compensation.

     (a)  Subject to the deferral election requirements set forth
       in Sections 4.04, 4.05 and 4.06, and such other rules,
       regulations, and procedures as established by the
       Administrator from time to time, a Participant may elect to
       defer (in ten percent increments) any percentage of his
       Incentive Compensation, but in no event can the Participant
       defer less than ten percent of his Incentive Compensation.
       In addition, only with respect to Incentive Compensation
       payable under the terms of the EAIP or other comparable
       incentive plan that the Administrator may from time to time
       recognize as "Incentive Compensation" for purposes of this
       Plan, a Participant in no event may defer more than the
       amount of such Incentive Compensation attributable to the
       same performance year that is deferred by the Participant
       under the terms of the Equity Awards program of the EOP or
       EAP, as applicable.

       With respect only to Incentive Compensation payable
       under the terms of the EAIP or other comparable
       incentive plan that the Administrator may from time
       to time recognize as "Incentive Compensation" for
       purposes of this Plan, an initial Incentive
       Compensation deferral election must be made prior to
       the beginning of performance year with respect to
       which such Incentive Compensation relates and in
       such form as the Administrator (or its delegate) may
       require.  With respect to all other Incentive
       Compensation, an initial Incentive Compensation
       deferral election must be made in all cases at least
       prior to the commencement of the first payroll
       period with respect to which such Incentive
       Compensation is earned and, to the extent possible,
       six (6) months preceding the scheduled payment date
       of such Incentive Compensation.  Any such election
       shall apply only to Incentive Compensation payable
       with respect to a single performance year and shall
       not have any continuing deferral effect or
       application as to Incentive Compensation payable for
       any future performance years. That is, a separate
       Incentive Compensation deferral election must be
       made with respect to the Incentive Compensation
       payable for each performance year.

     (b)    A new deferral election shall not affect the
       investment direction of any Deferred Compensation
       then or thereafter credited to the Participant's
       Account unless the Participant makes a new
       investment direction election under Section 4.08.
       Once in effect, the amounts deferred by the
       Participant hereunder shall be credited to is
       Account on a book-entry basis as soon as practicable
       following the date of each deferred installment of
       Incentive Compensation.

4.03 Deferral of Executive Plan Benefits.

     Subject to the deferral election requirements set forth
     in Sections 4.04, 4.05 and 4.06, and such other rules,
     regulations, and procedures as established by the
     Administrator from time to time, a System Management
     Participant may elect to convert the entire amount of
     his Executive Plan Benefits to an equivalent credited
     balance under this Plan.  Any election to convert
     Executive Plan Benefits into this Plan must include the
     entire value of such Executive Plan Benefits.  A System
     Management Participant may then elect to defer (in ten
     percent increments) under this Plan any percentage of
     his converted Executive Plan Benefits, but in no event
     can the System Management Participant defer less than
     ten percent of his converted Executive Plan Benefits.

     For purposes of this Plan, an initial Executive Plan
     Benefits conversion and deferral election must be made
     at least 6 months prior to: (a) retirement in
     accordance with the terms and conditions of the Entergy
     Corporation-sponsored qualified defined benefit plan in
     which the System Management Participant participates
     ("Retirement"); (b) Retirement following the System
     Management Participant's long term disability under the
     Entergy Corporation-sponsored long-term disability plan
     in which the System Management Participant participates
     ("Long-Term Disability"); or (c) the earliest
     distribution date of Executive Plan Benefits following
     a "Qualifying Event" (as defined in the System
     Executive Continuity Plan of Entergy Corporation and
     Subsidiaries) and in such form as the Administrator (or
     its delegate) may require.

4.04 Deferral Receipt Date for System Management
     Participants.

     Receipt of Deferred Compensation may be deferred to
     such date or dates as a System Management Participant
     shall specify in a deferral election (each, a "Deferral
     Receipt Date"), provided that:

     (a)  A Deferral Receipt Date shall be not less than two
          (2) years following the date on which the Deferred
          Compensation would otherwise be paid to the System
          Management Participant; and

     (b)  the Deferral Receipt Date shall in no event be
          later than the date on which the System Management
          Participant terminates employment unless such
          System Management Participant terminates
          employment with a System Company due to
          Retirement, Long-Term Disability, or a Qualifying
          Event, in which case deferral can be postponed
          beyond termination of employment, but in no event
          later than death.

4.05 Deferral Election Procedure for System Management
     Participants.  Each deferral election shall be
     effective upon its execution and delivery to the
     Administrator (or its delegate), provided such delivery
     is made in accordance with the time or times specified
     in this Article IV.  Once made, a deferral election may
     not be revoked or modified.  However, further
     irrevocable elections to defer receipt of previously
     Deferred Compensation (each, a "Successive Deferral
     Election") to a subsequent Deferral Receipt Date may be
     made in writing by a System Management Participant by
     execution and delivery of an appropriate written
     election to the Administrator (or its delegate),
     provided always that:

     (a)  No Successive Deferral Election may be made if the
          existing Deferral Receipt Date is less than six
          months from the date of delivery to the
          Administrator (or its delegate) of such election;

     (b)  A subsequent Deferral Receipt Date shall be not
          less than two (2) years following the date at
          which the System Management Participant makes a
          Subsequent Deferral Election under this section;
          and

     (c)  No Successive Deferral Election may be made
          following the System Management Participant's
          termination of employment unless such System
          Management Participant terminates employment with
          a System Company due to Retirement, Long-Term
          Disability, or a Qualifying Event, in which case
          deferral can be postponed beyond termination of
          employment, but in no event later than death.

4.06 Deferral Election Procedure for All Participants. With
     respect to all Participants, the Administrator shall have
     the sole and exclusive authority and discretion to establish
     rules, regulations and procedures for the execution and
     delivery of any deferral election (including any Successive
     Deferral Election by a System Management Participant) and
     may condition such elections in any manner that such
     Administrator deems necessary, appropriate or desirable
     including, without limitation, the complete authority and
     discretion to delay the effective date of any deferral
     election (including any Successive Deferral Election by a
     System Management Participant) or to reject any such
     deferral election (including any Successive Deferral
     Election by a System Management Participant) as the
     Administrator deems necessary, appropriate or desirable in
     order to maintain the orderly and accurate administration of
     the Plan.  If the effective date of the deferral election
     (including any Successive Deferral Election by a System
     Management Participant) is delayed pursuant to such
     authority, the Administrator shall notify the Participant of
     such delay and advise the Participant of the anticipated
     effective date of such election.

4.07  Accounts.  The amount of any deferrals elected by the
     Participant pursuant to Sections 4.01, 4.02 and 4.03,
     respectively, shall be credited to the Account established
     and maintained for such Participant.  Such Account of the
     Participant shall be the record of cumulative Deferred
     Compensation attributable to his deferrals under the Plan,
     solely for accounting purposes and, as provided in Section
     5.01, shall not require a segregation of any System Company
     assets.

4.08 Deemed Investment Direction of Participants. Subject to
     such limitations as may from time to time be required by
     law, imposed by the Administrator, or contained elsewhere in
     the Plan and subject to such operating rules and procedure
     as may be imposed from time to time by the Administrator,
     prior to and effective for each Designation Date, each
     Participant may communicate to the Administrator, or any
     person to whom the Administrator has delegated such
     Administrative duties, a direction as to how his Account
     should be deemed to be invested among the Investment Funds
     as such are from time to time available under the Savings
     Plan. Such direction shall designate the percentage (in any
     whole percent multiples) of each portion of the
     Participant's Account that is requested to be deemed to be
     invested in the respective Investment Funds on a book-entry
     basis only and shall be subject to such rules and procedures
     for direction of investments under the Savings Plan, as
     modified by the Administrator with respect to the Plan.
     Unless and until the Employer elects, in its discretion, or
     is required to fund the obligations of the Employer
     reflected by the Deferred Compensation pursuant to Article
     V, no actual investments in the several Investment Funds
     shall be made hereunder, and the Participants shall have no
     right, claim or demand with respect to any such Investment
     Funds based on the deemed investment of Deferred
     Compensation.

4.09 Allocation of Deemed Earnings or Losses on Accounts.
     Pursuant to Section 4.08, each Participant shall have
     the right to direct the Administrator as to how the
     Deferred Compensation credited to his Account shall be
     deemed invested.  The Administrator shall maintain
     records that track or replicate the performance of such
     deemed investments in the respective Investment Funds
     consistent with the Participant's directions.  The
     Participant's account will be credited with the
     increase or decrease in the realizable net asset value
     of the designated deemed investments.  As of each
     Valuation Date, an amount equal to the net increase or
     decrease in realizable net asset value of each
     Investment Fund since the preceding Valuation Date
     shall be credited among the respective Participants'
     Accounts deemed to be invested in that Investment Fund
     in accordance with the ratio that the portion of the
     Deferred Compensation Fund bears to the aggregate of
     all amounts deemed to be invested within that same
     Investment Fund.  For instance, if the net asset value
     per unit held in the Investment Fund increased by 2%,
     the Participant's Account shall be credited with 2% per
     unit deemed held by the Participant's Account in such
     Investment Fund pursuant to his investment directions.

4.10 Hardship Distributions.  At any time a Participant may
     apply to the Administrator for a special distribution
     of all or any part of his Account valued as of the date
     of his application on account of an immediate and heavy
     financial need arising from one or more of the
     following, or similar, events:

    (a)  uninsured medical costs resulting from and accident,
      injury or illness to the Participant and/or members of his
      immediate family;

    (b)  to prevent the foreclosure or eviction from the
      Participant's primary residence;

    (c)  funeral expenses for an immediate family member of the
      Participant;

    (d)  substantial casualty losses; or

    (e)  any other emergency conditions in the Participant's
      financial affairs.

     The office of the Senior Vice-President, Human
     Resources and Administration for Entergy Services,
     Inc., on behalf of the Administrator, shall consider
     the circumstances of each such case and the best
     interest of the Participant and his family and shall
     have the right, in its sole discretion, if applicable,
     to allow such a special distribution, or if applicable,
     to direct a distribution of part of the amount
     requested or to refuse to allow any distribution.  Upon
     determination that such a special distribution shall be
     granted, the Participant's employer shall make the
     appropriate distribution to the Participant from its
     general assets in respect of the Participant's Account
     and the Administrator shall accordingly reduce or
     adjust the amount of Deferred Compensation credited to
     the Participant's Account. In no event shall the
     aggregate amount of the special distribution exceed the
     full value of the Participant's Account. For purposes
     of this Section, the value of the Participant's Account
     shall be determined as of the date of the Participant's
     application for the special distribution. If the amount
     of the requested distribution equals or exceeds the
     full value of the Deferred Compensation credited to the
     Participant's Account on such Valuation Date and a
     special distribution is subsequently made hereunder,
     the Account shall not thereafter be credited with
     further earnings or losses with respect to the
     distributed amounts pursuant to Section 4.09.

4.11 Accelerated Distribution to System Management
     Participant Subject to Penalty. Notwithstanding the
     existence in force, with respect to a System Management
     Participant, of one or more irrevocable deferral
     elections or Successive Deferral Elections, such System
     Management Participant may require the immediate
     payment to System Management Participant of any part of
     System Management Participant's Deferred Compensation
     Account, less any amounts withheld to satisfy federal
     and state income tax withholding obligations, and
     subject to a penalty on such accelerated Deferred
     Compensation (prior to withholding for taxes) of ten
     percent (10%). Such penalty amount shall for all
     purposes be deemed canceled and not paid to the System
     Management Participant

4.12 Acceleration Upon Taxation.  Notwithstanding the existence
     in force, with respect to a  Participant, of one or more
     irrevocable deferral elections or Successive Deferral
     Elections (in the case of a System Management Participant),
     if the Internal Revenue Service (or any corresponding state
     income tax authority) prevails in a claim by it that such
     Participant's Deferred Compensation Account constitutes
     taxable income to the Participant or his beneficiary for any
     taxable year prior to the taxable year in which such
     Deferred Compensation is scheduled to be distributed to the
     Participant, such Participant may require the immediate
     payment to the Participant of such amount of Participant's
     Deferred Compensation Account as is held to be currently
     taxable, less any amounts withheld to satisfy federal and
     state income tax withholding obligations.  For purposes of
     this Section 4.12, the Internal Revenue Service or
     corresponding state income tax authority shall be deemed to
     have prevailed in a claim if such claim is upheld by a court
     of final jurisdiction, or if the Employer, or the
     Participant or beneficiary, based upon an opinion of legal
     counsel satisfactory to the Employer and the Participant or
     his beneficiary, fails to appeal a decision of the Internal
     Revenue Service or corresponding state income tax authority,
     or a court of applicable jurisdiction with respect to such
     claim, to an appropriate appeals authority or to a court of
     higher jurisdiction, within the appropriate time period.

4.13 Payment of Deferred Compensation.

     (a) System Management Participants. Except to the extent
         that such amounts are distributed in a special hardship
         distribution pursuant  to Section 4.10, distributed in an
         accelerated distribution subject to penalty
         pursuant to Section 4.11, or distributed due to
         current taxation pursuant to Section 4.12, a System
         Management Participant who has Deferred
         Compensation credited to his Account shall be
         entitled to receive a cash distribution from the
         Employer as soon as reasonably practicable
         following the  Participant's Deferral Receipt Date
         with respect to a Deferred Compensation amount.
         Such distribution shall be an amount equal to the
         value of the Deferred Compensation that is payable
         on such Deferral Receipt Date, less any amounts
         withheld to satisfy federal and state income tax
         withholding obligations.

     (b) All Other Participants. Except to the extent
         that such amounts are distributed in a special
         hardship distribution pursuant to Section 4.10 or
         distributed due to current taxation pursuant to
         Section 4.12, a Participant who is not a System
         Management Participant and who has Deferred
         Compensation credited to his Account shall be
         entitled to receive a cash distribution from the
         Employer within thirty days of his retirement or
         termination of employment with Entergy and all of
         its affiliates, or as reasonably practicable
         thereafter, as the Administrator shall determine.
         Such distribution shall be an amount equal to the
         value of the Deferred Compensation credited to his
         Account as of the effective date of the
         Participant's retirement or termination from
         service, less any amounts withheld to satisfy
         federal and state income tax withholding
         obligations.

4.14 Acceleration Upon Death.  Notwithstanding an
     irrevocable deferral election (including any Successive
     Deferral Election by a System Management Participant),
     if a Participant dies, all of a System Management
     Participant's outstanding Deferral Receipt Dates shall
     be accelerated, and the entirety of Participant's
     Deferred Compensation Account as of the time of his
     death (net of any amounts required to be withheld for
     federal and state income tax) shall be paid in
     accordance with the terms of this Plan to any
     Beneficiary.

4.15 Non-Transferability. Deferred Compensation granted
     under the Plan, and any rights and privileges
     pertaining thereto, may not be transferred, assigned,
     pledged or hypothecated in any manner, by operation of
     law or otherwise, other than by will or by the laws of
     descent and distribution, and shall not be subject to
     execution, attachment or similar process.

     12.  Section 7.02(c) of the Plan is amended and
          restated as follows:

    (c) Unless agreed to in writing and signed by the
      affected 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 Executive Deferred Compensation
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.