Exhibit 10(a)78

            ENTERGY CORPORATION AND SUBSIDIARIES
                     EQUITY AWARDS PLAN


                  Certificate of Amendment
                       Amendment No. 1


     THIS INSTRUMENT, executed and made effective this 7th
day of December, 2001 ("Effective Date"), constitutes the
First Amendment of the Entergy Corporation and Subsidiaries
Equity Awards Plan (the "Plan").

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

     Pursuant to Section 9.01 of the Plan giving the
Committee the right to amend the Plan, the Plan is hereby
amended as follows:

     1. Article II of the Plan is amended to add the following
        new Section 2.30 and new Section 2.31:

2.30 "Performance Share Units" shall mean an Equity Award
     that is subject to attainment of performance goals
     established by the Committee at the beginning of the
     Performance Period and shall be subject to the award
     and other provisions of Article VII to the same extent
     as Performance Shares, except that payment in respect
     of Performance Share Units may be settled in cash at
     the election of the Participant.

2.31 "Restricted Share Units" shall mean an Equity Award
     that is subject to such restrictions on transfer and
     such forfeiture conditions as the Committee deems
     appropriate and shall be subject to the grant,
     dividend, forfeiture and other provisions of Article VI
     to the same extent as Restricted Shares, except that a
     Participant shall not be entitled to vote Restricted
     Share Units and payment in respect of Restricted Share
     Units may be settled in cash at the election of the
     Participant. The restrictions imposed upon an award of
     Restricted Share Units will lapse in accordance with
     the requirements specified by the Committee in the
     award agreement.

     2.   Article X, Section 10.02 of the Plan is amended and
          restated as follows:

10.01 Fractional Shares.  The Employer shall not be
      required to deliver any fractional share of Common
      Stock but may pay, in lieu thereof, the Fair Market
      Value of such fractional share to the Participant or
      the Participant's beneficiary or estate, as the case
      may be.  For purposes of this Section 10.02, the Fair
      Market Value shall be determined as of the following
      dates: (i) the date on which restrictions lapse for
      Restricted Shares or Restricted Share Units, (ii) the
      date of delivery of Performance Shares or Performance
      Share Units, (iii) the maturity date for Equity Awards
      other than Restricted Share Units or Performance Share
      Units, or (iv) in any case, such other dates the
      Committee may determine.

      3. The last sentence of Article XI, Section 11.03 of the
         Plan is amended and restated as follows:

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

     4.  A new Article XII is added to the Plan to read as
         follows:

                         ARTICLE XII

                     DEFERRAL ELECTIONS

12.01 Definitions.  The following definitions shall be
      applicable to this Article XII of the Plan:

     (a)  "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 2.28.
          Notwithstanding the foregoing, a former System Management
          Participant who has otherwise satisfied Section 12.04(c)
          shall be treated as a System Management Participant solely
          for purposes of being eligible to make Successive Deferral
          Elections in accordance with Section 12.04.

     (b)  Additional definitions set forth in other Sections of
          this Article XII shall apply to all provisions of this
          Article XII unless otherwise indicated.

12.02 Deferral Elections.

     (a)  At any time designated in subsection (b) of this
          Section 12.02, a System Management Participant may execute
          and deliver to the Committee (or its delegate) one or more
          irrevocable written elections (each, a "Deferral Election")
          to defer receipt of such Deferrable Benefits (as defined
          herein) as System Management Participant may designate in
          such Deferral Election.  A "Deferrable Benefit" is any of
          the following forms of Award payable under the Plan:

          (i)  Shares deliverable upon exercise of
               nonstatutory stock options ("Profit Shares"),
               provided that stock options must be exercised
               using mature shares held by the System
               Management Participant ("stock-for-stock"
               exercise), under guidelines and procedures
               for stock-for-stock exercise provided by the
               Committee or otherwise in accordance with
               12.02(b)(v);

          (ii) Restricted Share Units, provided that the Restricted
               Period must be scheduled to expire more than six months
               after the date a Deferral Election respecting it is
               delivered to the Committee (or its delegate);

         (iii) Performance Share Units, provided that payment in
               respect of such Performance Share Units must be scheduled to
               be made more than six months after the date a Deferral
               Election respecting it is delivered to the Committee (or its
               delegate) or otherwise in accordance with 12.02(b)(vi); and

          (iv) Incentive Compensation under the Executive Annual
               Incentive Plan ("EAIP") used to purchase Equity Awards at a
               discount in accordance with Section 8.01 ("EAIP Equity
               Awards"), provided that payment of the Incentive
               Compensation used to purchase such EAIP Equity Awards must
               be scheduled to be made no earlier than the calendar year
               following the performance year to which such Incentive
               Compensation relates or otherwise in accordance with
               Section 12.02(b)(vii).

     (b)  Each Deferral Election must be made in accordance
          with the following provisions:

          (i)  With respect to shares of stock deliverable upon stock-
               for-stock exercise: A Deferral Election must be made no
               later than the date that precedes by six (6) months the
               earliest date in the next succeeding calendar year proposed
               for exercise of options using mature shares;

          (ii) With respect to Restricted Share Units: A Deferral
               Election must be made no later than the date that precedes
               by six months the expiration of the Restricted Period for
               such Equity Award to the System Management Participant;

         (iii) With respect to Performance Share Units: A
               Deferral Election must be made no later than the date that
               precedes by six months the earliest date such Equity Award
               may be made to the System Management Participant; and

          (iv) With respect to Incentive Compensation used to purchase
               EAIP Equity Awards: A Deferral Election must be made with
               respect to the Incentive Compensation used to purchase such
               EAIP Equity Awards prior to the beginning of the performance
               year with respect to which such Incentive Compensation
               relates.

          Provided, however, that, the Committee shall
          accept as binding on the Plan any Deferral
          Election signed and returned by a System
          Management Participant to the Committee, or its
          delegate, no later than December 31, 2001, which
          applies to:

          (v)  Delivery of shares of stock upon an exercise of
               nonstatutory options using mature shares in the next
               succeeding calendar year;

          (vi) Performance Share Units expected to be awarded upon
               such date or dates each of which is not earlier than the
               first business day of the calendar year immediately
               following the Effective Date of this Article XII; and

         (vii) EAIP Equity Awards subject to a deferral period
               expiring not earlier than the first business day of the
               calendar year immediately following the Effective Date of
               this Article XII.

12.03 Deferred Amount; Deferral Receipt Date.   Each
      Deferral Election may defer receipt of an amount of any
      Deferrable Benefit, which may be less than the entire
      amount of such Deferrable Benefit (a "Deferred
      Amount").  Each Deferred Amount may be expressed as a
      number of units or a percentage (in 10 percent
      increments) of the total of such Deferrable Benefit due
      the System Management Participant.  Receipt of each
      Deferred Amount may be deferred to such date or dates
      as System Management Participant shall specify in such
      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
          Amount 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 (i)
          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"); (ii) 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 (iii) a "Qualifying Event" (as
          defined in the System Executive Continuity Plan of
          Entergy Corporation and Subsidiaries), in which
          case deferral can be postponed beyond termination
          of employment, but in no event later than death.

12.04 Deferral Election Procedure.  Each Deferral
      Election shall be effective upon its execution and
      delivery to the Committee (or its delegate), provided
      such delivery is made in accordance with the time or
      times specified in subsection 12.02(b).  Once made, a
      Deferral Election may not be revoked or modified.
      However, further irrevocable elections to defer receipt
      of previously deferred benefits (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 Committee (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 Committee
          (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 the 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.

     The Committee 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) and may condition such
     elections in any manner that such Committee 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) or to
     reject any such Deferral Election (including any
     Successive Deferral Election) as the Committee 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) is delayed
     pursuant to such authority, the Committee shall notify
     the System Management Participant of such delay and
     advise the System Management Participant of the
     anticipated effective date of such election.

12.05 Forfeiture of Deferred Amounts.  Each Deferral
      Election (including any Successive Deferral Election) shall
      remain subject to limitations or forfeitures of benefits for
      (a) breach of any of the conditions of receipt of any Award
      under the Plan and (b) failure of System Management
      Participant to satisfy any of the conditions necessary to
      receipt of any Deferrable Benefit.

12.06 Payment of Deferred Amounts.  Commencing with the
      effective date of a System Management Participant's Deferral
      Election and until the corresponding Deferral Receipt Date,
      the applicable Deferred Amount shall be accounted for as
      units (including fractional units) of Common Stock, the
      number of such units being based on the value of a share of
      Common Stock on the effective date of such Deferral
      Election.  Units that are the subject of such Deferral
      Election shall be credited with dividend equivalent amounts
      equal to all dividends paid with respect to a share of
      Common Stock during the Deferral Election period and, if
      applicable, any Successive Deferral Election period(s)
      ("Dividend Equivalents").  All Dividend Equivalents will be
      reinvested in additional units as of the payment date of the
      dividend in respect of which they are awarded. As soon as
      reasonably practicable following the System Management
      Participant's Deferral Receipt Date with respect to a
      Deferred Amount, the Employer shall pay to the System
      Management Participant, in cash or in shares of Common
      Stock, as elected by the System Management Participant, an
      amount equal to (i) the Fair Market Value of a share of
      Common Stock on the Deferral Receipt Date, multiplied by the
      number of units then credited to the System Management
      Participant's account (including units awarded in respect of
      reinvested Dividend Equivalents) with respect to such
      Deferred Amount, less (ii) all applicable estimated income
      tax and employment tax amounts required to be withheld in
      connection with such payment.

12.07 Acceleration of Deferred Amounts.

     (a)  Acceleration on Death.  Notwithstanding an irrevocable
          Deferral Election (including any Successive Deferral
          Election), if a System Management Participant dies, all of
          System Management Participant's outstanding Deferral Receipt
          Dates shall be accelerated, and the entirety of System
          Management Participant's Deferred Amounts (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.

     (b)  Hardship Distributions.  At any time a System
          Management Participant may apply to the Committee
          for a special distribution of all or any part of
          his Deferred Amounts 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:

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

          (ii) to prevent the foreclosure or eviction from the System
            Management Participant's primary residence;

          (iii)     funeral expenses for an immediate family member of
            the System Management Participant;

          (iv) substantial casualty losses; or

          (v)  any other emergency conditions in the System Management
            Participant's financial affairs.

          The office of the Senior Vice-President, Human
          Resources and Administration for Entergy Services,
          Inc., on behalf of the Committee, shall consider
          the circumstances of each such case and the best
          interest of the System Management 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 System Management
          Participant's employer shall make the appropriate
          distribution to the System Management Participant
          from its general assets in respect of the System
          Management Participant's Deferred Amounts and the
          Administrator shall accordingly reduce or adjust
          the Deferred Amounts credited to the Participant.
          In no event shall the aggregate amount of the
          special distribution exceed the full value of the
          Participant's Deferred Amounts. For purposes of
          this Section, the value of the Participant's
          Deferred Amounts shall be determined as of the
          date of the Participant's application for the
          special distribution.

     (c)  Acceleration 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 the System Management Participant of any of
          the System Management Participant's Deferred Amounts,
          as determined in accordance with Section 12.06 but
          substituting the actual payment date for System
          Management Participant's Deferral Receipt Date, less
          any amounts withheld to satisfy federal and state
          income tax withholding obligations, and subject to a
          penalty on each such accelerated Deferred Amount (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.

     (d)  Acceleration Upon Taxation.  Notwithstanding the
          existence in force, with respect to a System Management
          Participant, of one or more irrevocable Deferral Elections
          or Successive Deferral Elections, if the Internal Revenue
          Service (or any corresponding state income tax authority)
          prevails in a claim by it that Deferred Amounts constitute
          taxable income to the System Management Participant or his
          beneficiary for any taxable year prior to the taxable year
          in which such Deferred Amounts are scheduled to be
          distributed to the System Management, such System Management
          Participant may require the immediate payment to the System
          Management Participant of such Deferred Amounts, as
          determined in accordance with Section 12.06 but substituting
          the actual payment date for System Management Participant's
          Deferral Receipt Date, that are held to be currently
          taxable, less any amounts withheld to satisfy federal and
          state income tax withholding obligations.  For purposes of
          this Section 12.07(d), 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 System
          Management Participant or beneficiary, based upon an opinion
          of legal counsel satisfactory to the Employer and the System
          Management 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.

IN WITNESS WHEREOF, the Personnel Committee has caused this
First Amendment to the Entergy Corporation and Subsidiaries
Equity Awards Plan 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.