Exhibit 10(a)69

                  1998 EQUITY OWNERSHIP PLAN OF
              ENTERGY CORPORATION AND SUBSIDIARIES

                    Certificate of Amendment

                         Amendment No. 2

     THIS INSTRUMENT, executed this 13th day of June, 2000, but
made effective as of January 1, 2000, constitutes the Second
Amendment of the 1998 Equity Ownership Plan of Entergy
Corporation and Subsidiaries (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 9.1 of the Plan giving the Committee the
right to amend the Plan, the Plan is hereby amended as follows:

     1.   Article XI is amended in its entirety to read as follows:

                           ARTICLE XI

                        CHANGE IN CONTROL

11.1 Definitions.  The following definitions shall be applicable
  to this Article XI of the Plan:

   (a)  "Cause" shall mean:

     (1)  willful and continuing failure by System Management
          Participant to substantially perform System Management
          Participant's duties (other than such failure resulting from the
          System Management Participant's incapacity due to physical or
          mental illness or any such actual or anticipated failure after
          the issuance of a Notice of Termination for Good Reason by the
          System Management Participant) that has not been cured within 30
          days after a written demand for substantial performance is
          delivered to the System Management Participant by the board of
          directors of the Employer, which demand specifically identifies
          the manner in which the board believes that the System Management
          Participant has not substantially performed the System Management
          Participant's duties; or

     (2)  the willful engaging by the System Management Participant in
          conduct which is demonstrably and materially injurious to any
          System Company, monetarily or otherwise; or

     (3)  conviction of or entrance of a plea of guilty or nolo
          contendere to a felony or other crime which has or may have a
          material adverse affect on System Management Participant's
          ability to carry out System Management Participant's duties or
          upon the reputation of any System Company; or

     (4)  a material violation by System Management Participant of any
          agreement System Management Participant has with a System
          Company; or

     (5)  unauthorized disclosure by System Management Participant of
          the confidences of any System Company.

       For purposes of clauses (1) and (2) of this definition,
       no act, or failure to act, on System Management
       Participant's part shall be deemed "willful" unless done,
       or omitted to be done, by System Management Participant
       not in good faith and without reasonable belief that
       System Management Participant's act, or failure to act,
       was in the best interest of Employer.

   (b) "Committee" shall mean, from and after the date immediately
       preceding the commencement of a Change in Control Period, (1) the
       individuals (not fewer than two in number) who, on the date six
       months before the commencement of the Change in Control Period,
       constitute the Committee under Section 3.1, plus (2) in the event
       that fewer than two individuals are available from the group
       specified in clause (1) above for any reason, such individuals as
       may be appointed by the individual or individuals so available
       (including for this purpose any individual or individuals
       previously so appointed under this clause (2)).

   (c) "Change in Control" shall mean:

     (1)  the purchase or other acquisition by any person, entity or
          group of persons, acting in concert within the meaning of
          Sections 13(d) or 14(d) of the Securities Exchange Act of
          1934 ("Act"), or any comparable successor provisions, of
          beneficial ownership (within the meaning of Rule 13d-3
          promulgated under the Act) of 25 percent or more of either
          the shares of common stock outstanding immediately
          following such acquisition or the combined voting power
          of Entergy Corporation's voting securities entitled to
          vote generally and outstanding immediately following
          such acquisition, other than any such purchase or
          acquisition in connection with a Non-CIC Merger
          (defined in subsection (2) below);

     (2)  the consummation of a merger or consolidation of Entergy
          Corporation, or any direct or indirect subsidiary of Entergy
          Corporation with any other corporation, other than a Non-CIC
          Merger, which shall mean a merger or consolidation immediately
          following which the individuals who comprise the Board
          immediately prior thereto constitute at least a majority of the
          Board, or the board of directors of the entity surviving such
          merger or consolidation, or the board of directors of any parent
          thereof (unless the failure of such individuals to comprise at
          least such a majority is unrelated to such merger or
          consolidation);


     (3)  the stockholders of Entergy Corporation approve a plan of
          complete liquidation or dissolution of Entergy Corporation or
          there is consummated an agreement for the sale or disposition by
          Entergy Corporation of all or substantially all of Entergy
          Corporation's assets; or

     (4)  any change in the composition of the Board such that during
          any period of two consecutive years, individuals who at the
          beginning of such period constitute the Board and any new
          director (other than a director whose initial assumption of
          office is in connection with an actual or threatened election
          contest, including but not limited to a consent solicitation,
          relating to the election of directors of Entergy Corporation)
          whose appointment or election by the Board or nomination for
          election by Entergy Corporation's stockholders was approved or
          recommended by a vote of at least two-thirds (2/3) of the
          directors then still in office who either were directors on
          January 1, 2000 or whose appointment, election or nomination for
          election was previously so approved or recommended, cease for any
          reason to constitute at least a majority thereof.

       Provided, however, that no Change in Control shall be
       deemed to occur solely by virtue of (i) the insolvency or
       bankruptcy of Entergy Corporation; or (ii) the transfer
       of assets of Entergy Corporation to an affiliate of
       Entergy Corporation, provided such affiliate assumes the
       obligations of the Plan and agrees to continue
       uninterrupted the rights of the System Management
       Participants under the Plan; or (iii) the consummation of
       any transaction or series of integrated transactions
       immediately following which the record holders of the
       common stock of Entergy Corporation immediately prior to
       such transaction or series of transactions continue to
       have substantially the same proportionate ownership in an
       entity which owns all or substantially all of the assets
       of Entergy Corporation immediately following such
       transaction or series of transactions.

   (d) "Change in Control Period" shall mean the period commencing
       ninety (90) days prior to and ending twenty-four (24) calendar
       months following a Change in Control.

   (e) "Good Reason" shall mean the occurrence, without the System
       Management Participant's express written consent, of any of the
       following events during the Change in Control Period:

     (1)  the substantial reduction or alteration in the nature or
          status of the System Management Participant's duties or
          responsibilities from those in effect on the date immediately
          preceding the first day of the Change in Control Period, other
          than an insubstantial and inadvertent act that is remedied by the
          System Company employer promptly after receipt of notice thereof
          given by the System Management Participant and other than any
          such alteration primarily attributable to the fact that Entergy
          Corporation may no longer be a public company;

     (2)  a reduction of 5% or more in System Management Participant's
          annual rate of base salary as in effect immediately prior to
          commencement of a Change in Control Period, which shall be
          calculated exclusive of any bonuses, overtime, or other special
          payments, but including the amount, if any, the System Management
          Participant elects to defer under: (i) a cash or deferred
          arrangement qualified under Code Section 401(k); (ii) a cafeteria
          plan under Code Section 125; (iii) the Executive Deferred
          Compensation Plan of Entergy Corporation and Subsidiaries, or any
          successor or replacement plan; and (iv) any other nonqualified
          deferred compensation plan, agreement, or arrangement in which
          the System Management Participant may hereafter participate or be
          a party;

     (3)  requiring System Management Participant to be based at a
          location outside of the continental United States and other than
          his primary work location as it existed on the date immediately
          preceding the first day of the Change in Control Period, except
          for required travel on business of any System Company to an
          extent substantially consistent with the System Management
          Participant's present business obligations;

     (4)  failure by System Company employer to continue in effect any
          compensation plan in which System Management Participant
          participates immediately prior to the commencement of the Change
          in Control Period which is material to System Management
          Participant's total compensation, including but not limited to
          compensation plans in effect, including stock option, restricted
          stock, stock appreciation right, incentive compensation, bonus
          and other plans or any substitute plans adopted prior to the
          Change in Control Period, unless an equitable arrangement
          (embodied in an ongoing substitute or alternative plan) has been
          made with respect to such plan, or the failure by System Company
          employer to continue System Management Participant's
          participation therein (or in such substitute or alternative plan)
          on a basis not materially less favorable, both in terms of the
          amount or timing of payment of benefits provided and the level of
          the System Management Participant's participation relative to
          other participants, as existed immediately prior to the Change in
          Control; or

     (5)  failure by System Company employer to continue to provide
          System Management Participant with benefits substantially similar
          to those enjoyed by System Management Participant under any of
          the System Company's pension, savings, life insurance, medical,
          health and accident, or disability plans in which System
          Management Participant was participating immediately prior to the
          Change in Control Period; the taking of any other action by
          System Company employer which would directly or indirectly
          materially reduce any of such benefits or deprive System
          Management Participant of any material fringe benefit enjoyed by
          System Management Participant immediately prior to commencement
          of the Change in Control Period, or the failure by System Company
          employer to provide System Management Participant with the number
          of paid vacation days to which System Management Participant is
          entitled on the basis of years of service with the System in
          accordance with the System Company's normal vacation policy in
          effect at the time of the Change in Control.

       System Management Participant's right to terminate his
       employment for Good Reason shall not be affected by
       System Management Participant's incapacity due to
       physical or mental illness.  System Management
       Participant's continued employment shall not constitute
       consent to, or a waiver of rights with respect to, any
       act or failure to act constituting Good Reason.

   (f) "Notice of Termination" shall mean a notice that shall
       indicate the specific termination provision in this Plan relied
       upon and shall set forth in reasonable detail the facts and
       circumstances claimed to provide a basis for termination of
       System Management Participant's employment under the provision so
       indicated.  Further, a Notice of Termination for Cause is
       required to include a copy of a resolution duly adopted by the
       affirmative vote of not less than three-quarters (3/4) of the
       entire membership of the terminating employer's board of
       directors at a meeting of such board of directors which was
       called and held for the purpose of considering such termination
       (after reasonable notice to System Management Participant and an
       opportunity for System Management Participant, together with
       System Management Participant's counsel, to be heard before that
       board) finding that, in the good faith opinion of the board,
       System Management Participant was guilty of conduct set forth in
       the definition of Cause herein, and specifying the particulars
       thereof in detail.

   (g) "Potential Change in Control" shall be deemed to have
       occurred if the event set forth in any one of the following
       paragraphs shall have occurred:

     (1)  Entergy Corporation or any affiliate or subsidiary company
          enters into an agreement, the consummation of which would result
          in the occurrence of a Change in Control; or

     (2)  the Board adopts a resolution to the effect that, for
          purposes of this Plan, a Potential Change in Control has
          occurred; or

     (3)  any System Company or any person or entity publicly
          announces an intention to take or to consider taking actions
          which, if consummated, would constitute a Change in Control; or

     (4)  any person or entity becomes the beneficial owner (as that
          term is defined in Rule 13d-3 under the Securities Exchange Act
          of 1934, as amended from time to time), either directly or
          indirectly, of securities of Entergy Corporation representing 20%
          or more of either the then outstanding shares of common stock of
          Entergy Corporation or the combined voting power of Entergy
          Corporation's then outstanding securities (not including in the
          calculation of the securities beneficially owned by such person
          or entity any securities acquired directly from Entergy
          Corporation or its affiliates).

   (h) "Qualifying Event" shall mean the occurrence of one of
       the following within the Change in Control Period:

     (1)  The System Management Participant's employment is terminated
          by Employer other than for Cause; or

     (2)  The System Management Participant terminates his System
          employment for Good Reason.

       For purposes of this Plan, the following shall not
       constitute Qualifying Events:
       (i) System Management Participant's death; or (ii) System
       Management Participant becoming disabled under the terms
       of the Entergy Corporation Companies' Benefits Plus Long
       Term Disability ("LTD") Plan.

   (i) "System" shall mean Entergy Corporation and all System
       Companies and, except in determining whether a Change in Control
       has occurred, shall include any successor thereto.

   (j) "System Company" shall mean 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
       and any partnership or trade or business which is 80% or more
       controlled, directly or indirectly, by Entergy Corporation, and,
       except in determining whether a Change in Control has occurred,
       shall include any successor thereto.

   (k) "System Management Level" shall mean the applicable
       management level set forth     below:

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

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

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

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

  (l) "System Management Participant" shall mean a Participant
      who, immediately prior to the commencement of a Change in
      Control Period, is (a) at one of the System Management
      Levels set forth in Section 11.1(k); and (b) eligible to
      participate in the System Executive Continuity Plan of
      Entergy Corporation and Subsidiaries.

11.2 Accelerated Vesting of Performance Shares. Notwithstanding
     anything stated herein to the contrary, but subject to the
     forfeiture provisions of this Section 11.2 and any federal
     securities law restrictions on sale and exercise, if during a
     Change in Control Period there should occur a Qualifying Event
     with respect to a System Management Participant, the number of
     Performance Shares and Performance Share units, as applicable,
     the System Management Participant shall be entitled to receive
     under the Plan with respect to any Performance Period that
     precedes or includes the day on which the Change in Control
     Period commences shall be determined as if the System Management
     Participant satisfied the remaining performance requirements at
     System Management Participant's target level with respect to such
     Performance Period(s).   However, any Performance Shares and
     Performance Share units, as applicable, that were not fully
     vested  prior to the date of such Qualifying Event shall continue
     to be subject to forfeiture upon the occurrence of any of the
     following:

  (a)  Without System Company employer permission, Employee
       removes, copies, or fails to return if he or she has already
       removed, any property belonging to one or all of the System
       Companies, including, but not limited to, the original or any
       copies of any records, computer files or disks, reports, notes,
       documents, files, audio or video tapes, papers of any kind, or
       equipment provided by any one or all of the System Companies or
       created using property of or for the benefit of one or all of the
       System Companies.

  (b)  During System Management Participant's employment and for 2
       years thereafter, other than as authorized by a System Company or
       as required by law or as necessary for the System Management
       Participant to perform his duties for a System Company employer,
       System Management Participant shall disclose to any person or
       entity any non-public data or information concerning any System
       Company, in which case System Management Participant shall be
       required to repay any Plan benefits previously received by him.
       Disclosure of information pursuant to subpoena, judicial process,
       or request of a governmental authority shall not be deemed a
       violation of this provision, provided that System Management
       Participant gives the System Company immediate notice of any such
       subpoena or request and fully cooperates with any action by
       System Company to object to, quash, or limit such request; or

  (c)  System Management Participant engages in any employment
       (without the prior written consent of his last System employer)
       either individually or with any person, corporation, governmental
       agency or body, or other entity in competition with, or similar
       in nature to, any business conducted by any System Company at any
       time within the Applicable Period (defined below) and commencing
       upon termination of employment, where such competing employer is
       located in, or servicing in any way customers located in, those
       parishes and counties in which any System Company services
       customers during such Applicable Period, in which case System
       Management Participant shall be required to repay any Plan
       benefits previously received by him.  For purposes of this
       Section, Applicable Period shall mean:

     (1)  two (2) years for System Management Participants at System
          Management Levels 1 and 2 at the commencement of the Change in
          Control Period, provided, however, that the two-year Applicable
          Period shall be extended to three (3) years if otherwise
          permissible under applicable law;

     (2)  two (2) years for System Management Participants at System
          Management Level 3 at the commencement of the Change in Control
          Period; and

     (3)  one (1) year for System Management Participants at
          System Management Level 4 at the commencement of the
          Change in Control Period.

       However, if the stated Applicable Periods described
       herein shall be impermissible under applicable law, then
       the Applicable Period for purposes of this Plan shall be
       the maximum time period allowed under applicable law for
       a covenant not to compete.

11.3 Commencement Date of Awards.   Notwithstanding anything
     stated herein to the contrary, but subject to the forfeiture
     provisions of Section 11.2 and any federal securities law
     restrictions on sale and exercise, if during a Change in Control
     Period there should occur a Qualifying Event with respect to a
     System Management Participant:

   (a) all restrictions shall be lifted on any Options, Restricted
       Shares, and Restricted Share units, as applicable, granted to a
       System Management Participant under the Plan prior to the
       occurrence of such Qualifying Event; and

   (b) the System Management Participant may elect to receive all
       Awards payable to him under the Plan on the first day of any
       month following the System Management Participant's termination.

11.4 No Benefit Reduction.  Notwithstanding anything stated above
     to the contrary, an amendment to, or termination of, the Plan
     following a Change in Control shall not reduce the Awards granted
     under this Plan through the date of any such amendment or
     termination.  In no event shall a System Management Participant's
     Awards under this Plan following a Change in Control be less than
     such System Management Participant's Awards under this Plan
     immediately prior to the Change in Control Period, subject,
     however, to the forfeiture provisions referenced in Section 11.2
     as in existence on the date immediately preceding the
     commencement date of the Change in Control Period.  In addition,
     no provision of this Plan may be modified, waived, or discharged
     during the two-year period commencing on the date of a Potential
     Change in Control, unless such modification, waiver, or discharge
     is agreed to in writing and signed by the affected System
     Management Participant and by the Committee.

11.5 Source of Payments.  Within thirty (30) days following the
     date of a Change in Control, each System Company shall make a
     single irrevocable lump sum contribution to the Trust for
     Deferred Payments of Entergy Corporation and Subsidiaries
     ("Trust") pursuant to the terms and conditions described in such
     Trust.  Each System Company's contribution shall be in an amount
     equal to the total Awards granted to such System Company's Plan
     System Management Participants under the Plan through the date of
     any such Change in Control.  If one or more of a System Company's
     System Management Participants shall continue to be employed by a
     System Company after such a Change in Control, each calendar year
     the System Company shall, as soon as possible, but in no event
     longer than thirty (30) days following the end of such calendar
     year, make an irrevocable contribution to the Trust in an amount
     that is necessary in order to maintain a lump sum amount credited
     to the System Company's Plan account under the Trust that is
     equal to the total unpaid Awards granted to such System Company's
     System Management Participants as of the end of each applicable
     calendar year.  Notwithstanding the foregoing in this Section to
     the contrary, a System Company may make contributions to the
     Trust prior to a Change in Control in such amounts as it shall
     determine in its complete discretion.  The Trust is intended as a
     "grantor" trust under the Internal Revenue Code and the
     establishment and funding of such Trust is not intended to cause
     System Management Participants to realize current income on
     amounts contributed thereto, and the Trust shall be so
     interpreted.

11.6 Claims of Good Reason/Cause During Change in Control Period.
     Notwithstanding any provision of the Plan to the contrary, solely
     for purposes of any determination regarding the existence of Good
     Reason or Cause during a Change in Control Period, any position
     taken by the System Management Participant shall be presumed to
     be correct unless Employer establishes to the Committee by clear
     and convincing evidence that such position is not correct.


     IN WITNESS WHEREOF, the Personnel Committee has caused this
Second Amendment 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

                              __________________________
                              C. GARY CLARY
                              Senior Vice-President,
                              Human Resources and Administration
                              for Entergy Services, Inc.



<PAGE>
                  1998 EQUITY OWNERSHIP PLAN OF
              ENTERGY CORPORATION AND SUBSIDIARIES


                    Certificate of Amendment
                         Amendment No. 3


     THIS INSTRUMENT, executed and made effective this 7th day of
December, 2001 ("Effective Date"), constitutes the Third
Amendment of the 1998 Equity Ownership Plan of Entergy
Corporation and Subsidiaries (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 9.1 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 2.18 and new Section 2.19:

2.18 "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.

2.19 "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. Article X, Section 10.2 of the Plan is amended and
        restated as follows:

10.2 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
     10.2, 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 11.4 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

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

      (a) "System Management Level" shall mean the
          applicable management level set forth below:

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

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

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

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

     (b)  "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 12.1(a).  Notwithstanding the foregoing, a
          former System Management Participant who has otherwise satisfied
          Section 12.4(c) shall be treated as a System Management
          Participant solely for purposes of being eligible to make
          Successive Deferral Elections in accordance with Section 12.4.

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

12.2 Deferral Elections.

     (a)  At any time designated in subsection (b) of this Section
          12.2, 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
               Section 12.2(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 Section 12.2(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 8.1 ("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 12.2(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.

12.3 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.

12.4 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
     12.2(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.

12.5 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.

12.6 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.

12.7 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 12.6, 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 12.6 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 12.7(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 Third
Amendment to the 1998 Equity Ownership 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.