Exhibit 10(a)73

          DEFINED CONTRIBUTION RESTORATION PLAN OF
            ENTERGY CORPORATION AND SUBSIDIARIES
     (As Amended and Restated Effective January 1, 2000)

                  Certificate of Amendment

                       Amendment No. 1


     THIS INSTRUMENT, executed and made effective this 28th
day of December, 2001, ("Effective Date") constitutes the
First Amendment of the Defined Contribution Restoration 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 11.01 of the Plan, the Personnel
Committee, as authorized by the Board of Directors, does
hereby amend the Plan as follows:

     1. Current Section 2.34 is renumbered 2.35, and a
        new Section 2.34 is added to the Plan to read as
        follows:

2.34 "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 2.33.

     2. Article VII of the Plan is amended by adding a new
        Section  7.06 to read as follows:

7.06 Optional Conversion Election for System Management
     Participants.

               (a)  Notwithstanding Sections 7.01 and 7.05
     to the contrary, a Participant who, at the time of his
     Retirement, Disability or Qualifying Event, is a System
     Management Participant (or is treated as a System
     Management Participant in accordance with Section
     2.34), and who is eligible to participate in and has
     elected to participate in the Executive Deferred
     Compensation Plan of Entergy Corporation and
     Subsidiaries ("EDCP") may elect, in lieu of payment of
     the value of his Account in a single lump sum, to
     convert the entire value of his Account (as determined
     in accordance with Section 7.05) to an equivalent
     credited balance under the EDCP, in which case no
     further benefit payments of any kind shall be due, or
     made under the Plan, to the Participant, the
     Participant's legal spouse, or any other person on
     behalf of the Participant.  Any election to convert
     Plan benefits under this Section 7.06(a) shall be
     effective as to the entire value of such Account at the
     time of conversion.

         (b) A System Management Participant's
     conversion election in accordance with Section
     7.06(a), if applicable, shall be subject to the
     following:

     (1)  Such election must be made at least 6 months prior to
          the earlier of (i) Retirement, (ii) Disability or (iii) the
          earliest benefit commencement date under Section 9.02
          following a Qualifying Event, and in such form as the
          Administrator (or its delegate) may require;

     (2)  Any failure by the Participant to make an affirmative
          written election hereunder on or before the deadline
          established in subsection (1) above shall constitute a
          waiver of any right to convert Plan benefits in accordance
          with Section 7.06(a), in which case the terms of Sections
          7.01 and 7.05 (or Section 9.02, if applicable) shall govern;

     (3)  The Participant may cancel his election for conversion
          of Plan benefits at any time prior to the deadline for
          making such election as described in subsection (1), after
          which date any such election shall become irrevocable; and

     (4)  An eligible Participant's election shall be subject to
          the written consent of the Employer.

     3. Section 9.02 of the Plan is amended in its
        entirety to read as follows:

9.02 Benefit Commencement Date.

     (a)  Notwithstanding any Plan provision to the contrary, if
       during a Change in Control Period there should occur a
       Qualifying Event with respect to a Participant and if there
       does not occur a forfeiture event referenced in Section
       9.01, the Participant may commence his benefits hereunder
       without the consent of the Employer as of his Retirement,
       Disability or the date on which his employment with the
       Employer terminates, whichever occurs first.

     (b)  If a Participant described in subsection 9.02(a) is a
       System Management Participant (or is treated as a System
       Management Participant in accordance with Section 2.34) at
       the time of such Qualifying Event, then at the System
       Management Participant's earliest benefit commencement date,
       as described in subsection 9.02(a), the entire value of his
       Account (as determined in accordance with Section 7.05)
       shall be converted to an equivalent credited balance under
       the EDCP if the System Management Participant has a
       conversion election in effect that satisfies the
       requirements of Section 7.06(b), in which case no further
       benefit payments of any kind shall be due, or made under the
       Plan, to the Participant, the Participant's legal spouse, or
       any other person on behalf of the Participant.

     4. Section 11.01 of the Plan is hereby restated in its
        entirety to read as follows:

11.01 General.  The Personnel Committee of the Board of
      Directors shall have the right, in its absolute
      discretion, at any time and from time to time, to
      modify or amend, in whole or in part, any or all of the
      provisions of this Plan, or suspend or terminate it
      entirely, subject to the provisions of Section 11.02
      hereof.  The provisions of this Article XI shall
      survive a termination of the Plan unless such
      termination is agreed to by the Participants.

     5. Section 11.02(d) of the Plan is amended and restated as
        follows:

     (d)  Unless agreed to in writing and signed by the affected
       System Management 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 Defined Contribution Restoration 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.