Exhibit 10(a)65

               EXECUTIVE ANNUAL INCENTIVE PLAN


I.   PURPOSE

     The objective of this Plan is to provide an incentive
     to executive employees of Entergy Corporation or any
     System Company based on the achievement of annual
     System, Business Unit and/or individual Performance
     Goals.

II.  DEFINITIONS

     The terms defined in this Section II shall, for all
     purposes of this Plan, have the meanings herein
     specified, unless the context expressly, or by
     necessary implication requires otherwise:

     A.Award: The actual dollar amount paid to a
       Participant.

     B.Board: The Board of Directors of Entergy
       Corporation.

     C.Business Unit: A System Company, division or
       department thereof, or any combination of System
       Companies, divisions or departments thereof.

     D.Code: The Internal Revenue Code of 1986, as amended.
       Reference in the Plan to any section of the Code
       shall be deemed to include any amendment or
       successor provisions to such section and any
       regulation under such section.

     E.Committee: The Personnel Committee of the Board or
       such other committee as determined by the Board
       which shall be comprised solely of two or more
       outside Directors of the Company within the meaning
       of Section 162(m) of the Code who are also non-
       employee Directors within the meaning of Rule 16b-3.

     F.Covered Participant: A Participant who is a "covered
       employee" as defined in Section 162(m)(3) of the
       Code, and the regulations promulgated thereunder, or
       who the Committee believes will be such a covered
       employee for a Plan Year, and who the Committee
       believes will have remuneration in excess of
       $1,000,000 for the applicable period, as provided in
       Section 162(m) of the Code.

     G.Director: An individual elected to the Board by the
       shareholders of the Company.

     H.Entergy Corporation: Entergy Corporation and any
       successor of such corporation.

     I.Participant: An executive employee of a System
       Company approved for participation by the Committee.

     J.Performance Goals: The goals which are established
       by the Committee against which performance will be
       measured.

     K.Plan: This Executive Annual Incentive Plan, as
       originally adopted, or if amended or supplemented,
       as so amended or supplemented.

     L.Plan Year: The calendar year.

     M.Rule 16b-3: Securities and Exchange Commission Rule
       16b-3 promulgated under the Securities Exchange Act
       of 1934, as amended, as such may be amended from
       time to time, and any successor, rule, regulation or
       statute fulfilling the same or similar function.

     N.System: The group of corporations composed of
       Entergy Corporation and every System Company, as
       defined below.

     0.System Company: Entergy Corporation and any
       corporation 80% or more of whose stock (based on
       voting power or value) is owned directly or
       indirectly by Entergy Corporation.

III.  PARTICIPATION

     A.Prior to the commencement of each Plan Year,
       Participants will be recommended by the Chief
       Executive Officer of Entergy Corporation and
       approved by the Committee. Participants are to be
       those executive employees who, in the opinion of the
       Committee, are responsible for establishing the
       strategic direction of Entergy Corporation and/or
       Business Units, executing tactical action Plans, or
       achievement of bottom line results.

     B.Except as provided in Article VII, if due to hiring,
       or promotion, an employee becomes eligible to
       participate in the Plan during a Plan Year, then the
       Committee shall have the discretion to provide
       during the Plan year that the individual shall be
       eligible for an Award.

IV.  PERFORMANCE GOALS

     The  Committee will establish System, Business Unit and
     individual Performance Goals for each Plan Year  before
     the beginning of each Plan Year, or, except as provided
     in  Article  VII as soon as practicable  in  such  Plan
     Year.

V.   AWARD DETERMINATION

     The  Committee will determine for each Plan Year before
     the beginning of each Plan Year, or, except as provided
     in  Article  VII as soon as practicable  in  such  Plan
     Year,  the  method for computing the Award  payable  to
     each Participant if the Performance Goals are attained.

VI.  PAYMENT OF AWARDS

     A.Except  as otherwise provided in Subsection C  below,
       no  Participant  shall be vested nor payment  of  any
       Awards  be  made, prior to the end of the  applicable
       Plan Year.

     B.As  soon as practical following the Plan Year, Awards
       will  be  paid  in  cash unless the  Participant  has
       filed  a  voluntary deferral election  in  accordance
       with the administrative guidelines.

     C.Status    changes   shall   be   governed   by    the
       administrative guidelines of the program.

VII. SPECIAL PROVISIONS APPLICABLE TO COVERED PARTICIPANTS

     Awards  paid  to Covered Participants under  this  Plan
     shall  also  be  governed  by the  conditions  of  this
     Article  VII in addition to the other requirements  set
     forth  in this Plan. Should conditions set forth  under
     this Article VII conflict with the other provisions  of
     this  Plan,  the conditions of this Article  VII  shall
     prevail.

     A.The  Performance  Goals,  the  objective  formula  or
       standards  for  computing the amount of  compensation
       payable  to  a Covered Participant if the Performance
       Goals  are attained and the Performance Period  shall
       be  established by the Committee in writing prior  to
       the:  beginning of the Performance Period, or by such
       other  later  date as may be permitted under  Section
       162(m)  of the Code. The "Performance Period" is  the
       period  over which the performance of the Participant
       shall be measured.

     B.The  maximum  amount  of compensation  payable  to  a
       single  Participant pursuant to  this  Plan  for  any
       single Plan Year shall be $2,000,000.00.

     C.The  Performance  Goals may  be  based  upon  or  may
       relate  to  one  or any combination of the  following
       business   criteria:  EBITDA,   EBIT,   net   income,
       earnings  per share, operating cash flow, cash  flow,
       return   on   equity,   sales,  budget   achievement,
       productivity,  price  of Entergy  Corporation  stock,
       market share, total return to shareholder, return  on
       capital,  net  cash flow, cash available  to  parent,
       net  operating  profit after taxes (NOPAT),  economic
       value  added  (EVA), expense spending,  O&M  expense,
       expense, O&M or capital/kwh, capital spending,  gross
       margin,  net  margin,  market capitalization,  market
       value,  debt ratio, equity ratio, return  on  assets,
       profit    margin,   customer   growth   or   customer
       satisfaction. The Performance Goals may be stated  in
       terms  of  absolute  levels or  relative  to  another
       company  or companies or to an index or indices.  The
       Performance Goals established by the Committee  shall
       be  adjusted  to  reflect capital changes  and  shall
       exclude  unusual  or nonrecurring  events,  including
       extraordinary    items,   changes    in    accounting
       principles,  discontinued  operations,  acquisitions,
       divestitures and material restructuring charges.

     D.The   Performance  Goals  shall  not  allow  for  any
       discretion by the Committee as to an increase in  any
       Award,   but   discretion  to  lower  an   Award   is
       permissible.

     E.The  Award  and payment of any Award under this  Plan
       to  a  Covered Participant with respect to a relevant
       Performance  Period  shall  be  contingent  upon  the
       attainment   of  the  Performance  Goals   that   are
       applicable   to   such   Covered   Participant.   The
       Committee  shall certify in writing prior to  payment
       any  such  Award  that  such  applicable  Performance
       Goals  relating to the Award are satisfied.  Approved
       minutes  of  the  Committee  may  be  used  for  this
       purpose.

     F.All  Awards to Covered Participants under  this  Plan
       shall  be  further subject to such other  conditions,
       restrictions,  and requirements as the Committee  may
       determine  to be necessary to carry out  the  purpose
       of this Article VII.

VIII.ADMINISTRATION

     A.The  Plan  shall  be administered by  the  Committee,
       which,  in  addition to the other  powers  set  forth
       herein,  shall have the full power, subject  to,  and
       within the limits of the Plan, to:

       1. Make, interpret. and approve all rules for the
          administration of the Plan;

       2. Exercise all powers and perform such acts in
          connection with the Plan as are deemed necessary
          or appropriate to promote the best interests of
          the System.

     B.The Committee may authorize one or more of its
       members or any officer of Entergy Corporation, to
       execute and deliver documents on behalf of the
       Committee.

IX.  ADDITIONAL PROVISIONS

     A.Nothing in this Plan shall be construed as giving an
       employee any right to remain in the employ of his
       respective System Company nor any other System
       Company. The receipt of an Award in one Plan Year
       shall not give a Participant a right to receive and
       Award for any subsequent Plan Year.

     B.No right or interest of any Participant in the Plan
       shall be assigned or transferable by the recipient
       thereof. In the event of a Participant's death, any
       payment to which the Participant may be entitled
       shall be made to the Participant's designated
       beneficiary, or in the absence of such designation,
       to the Participant's estate.

     C.A System Company shall have the right to deduct from
       all payments under this Plan any federal, state,
       and/or local taxes required by law to be withheld
       with respect to such payments.

     D.The Committee's determinations under the Plan
       (including without limitation, determinations of the
       persons to receive Awards, the form, amount and
       timing of such payments, the terms and provisions of
       such payments, and the agreements evidencing same)
       need not be uniform and may be made selectively
       among persons who receive, or are eligible to
       receive, Awards under the Plan, whether or not such
       persons are similarly situated.

     E.Payments under the Plan shall not constitute
       earnings for purposes of any retirement plan, unless
       so specified in such retirement plan.

     F.A System Company shall have no obligation to reserve
       or otherwise fund in advance any amounts which arc
       or may in the future become payable under this Plan.
       Any funds, which a System Company acting in its sole
       discretion determines to reserve for future payments
       under this plan, may be commingled with other funds
       of the System Company and need not in any way be
       segregated from other assets or funds held by the
       System Company.

     G.As the context of the Plan may require, the singular
       may be read as the plural and the plural as the
       singular.

     H.The captions to the articles, sections, and
       paragraphs, of this Plan are for convenience only
       and shall not control or affect the meaning or
       construction of any of its provisions.

     1.This Plan shall be governed and construed in
       accordance with the laws of the State of Louisiana.

X.   AMENDMENT AND TERMINATION

     The Committee may amend, suspend, or terminate the Plan
     or any portion thereof at any time, provided, if
     exemption from Section 162(m) deduction limits is to be
     continued, such amendment is made with Board and
     shareholder approval if shareholder approval is
     necessary to comply with any tax, regulatory or
     exchange requirement, including for these purposes, the
     requirements for the performance-based compensation
     exception wider Section 162(m) of the Code.

XI.  EFFECTIVE DATE OF PLAN

     The Plan shall be effective with the Plan Year
     commencing January 1, 1998.