Exhibit 10(a)84

        ENTERGY CORPORATION SERVICE RECOGNITION PROGRAM
               FOR NON-EMPLOYEE OUTSIDE DIRECTORS
          (As Amended and Restated Effective January 1, 2000)

        On October 29, 1999, the Board of Directors of Entergy
Corporation approved, authorized, and adopted certain changes to this
Entergy Corporation Service Recognition Program for Non-Employee
Outside Directors that are incorporated into this amendment and
restatement of the Program, which is effective January 1, 2000.

                                PURPOSE

The Program identifies those non-employee Outside Directors who are
eligible for recognition for their service on the Entergy Corporation
Board, sets forth the terms and conditions of the Program, and
establishes the commencement date for receipt of benefits under the
Program.

                               ARTICLE I

                              DEFINITIONS

The following terms shall have the meaning hereinafter indicated unless
expressly provided herein to the contrary:

1.01 "Administrator" shall mean the Senior Vice-President, Human
     Resources and Administration for Entergy Services, Inc.

1.02 "Cause" shall mean:

     (a)    a material violation by the Outside Director of any
       agreement with Entergy Corporation or the Entergy Corporation
       Board to which he is a party;

     (b)    a material violation of the director relationship existing
       between the Outside Director and the Entergy Corporation Board
       at the time, including, without limitation, breach of
       confidentiality, moral turpitude, theft or defalcation; and

     (c)    a material failure by the Outside Director to perform the
       services required by him by any agreement with Entergy
       Corporation or the Entergy Corporation Board to which he is a
       party, or, if there is no such agreement, a material failure by
       the Outside Director to perform the reasonable customary
       services of a director.

1.03 "Change in Control" shall mean:

     (a)  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 twenty-five percent (25%) 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 (b) below);

     (b)  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 of Directors of Entergy
       Corporation immediately prior thereto constitute at least a majority of
       the Board of Directors of Entergy Corporation, 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);

     (c)  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

     (d)  any change in the composition of the Board of Directors of Entergy
       Corporation such that during any period of two consecutive years,
       individuals who at the beginning of such period constitute the Board of
       Directors of Entergy Corporation 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 of Directors of
       Entergy Corporation 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 the Effective Date 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 (1) the insolvency or bankruptcy of
     Entergy Corporation; or (2) the transfer of assets of Entergy
     Corporation to an affiliate of Entergy Corporation, provided such
     affiliate assumes the obligations of the Program and agrees to
     continue uninterrupted the rights of the Participants under the
     Program; or (3) 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.

1.04 "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.

1.05 "Claims Administrator" shall mean the Administrator or its delegee
     responsible for administering claims for benefits under the Program.

1.06 "Claims Appeal Administrator" shall mean the Administrator or its
     delegee responsible for administering appeals from the denial or
     partial denial of claims for benefits under the Program.

1.07 "Disability" shall mean a physical or mental condition of an
     Outside Director, which, based on evidence satisfactory to the
     Administrator, and in the opinion of the Administrator, renders such
     Outside Director unfit to perform his duties as a director.  Evidence
     may include medical evidence or that the Outside Director qualifies for
     disability benefits from Social Security Administration.

1.08 "Entergy Common Stock" shall mean Common Stock of Entergy
     Corporation, par value $.01 per share.

1.09 "Entergy Corporation Board" shall mean the Board of Directors of
     Entergy Corporation or its predecessor corporation.

1.10 "Equity Unit" shall mean the phantom market value equivalent of
     one (1) share of Entergy Common Stock.  Equity Units do not represent
     actual shares of Entergy Common Stock and no shares of actual Entergy
     Common Stock are purchased or acquired under this Program.

1.11 "Outside Director" shall mean a non-employee outside director who:
     (a) becomes Separated from the Entergy Corporation Board on or after
     May 1, 1996; and (b) has a minimum of five years of service on either
     the Entergy Corporation Board or a Subsidiary Board, except that
     service on a Subsidiary Board includes only such service as preceded a
     non-employee outside director's appointment to the Entergy Corporation
     Board and is included only if such outside director becomes an outside
     director on the Entergy Corporation Board.

1.12 "Separation" shall mean the occurrence of any of the following
     events: (a) the Outside Director's voluntary resignation from, or
     failure to be re-elected to, the Entergy Corporation Board; (b) the
     inability of the Outside Director to seek re-election by reason of
     having attained age 70 as described in Section 5.03; (c) the Outside
     Director's Disability; (d) the Outside Director's involuntary removal
     from the Entergy Corporation Board, including the Outside Director's
     voluntary or involuntary termination from the Entergy Corporation Board
     under Section 3.08, or (e) the Outside Director's death.  An eligible
     Outside Director shall be considered "Separated" from the Entergy
     Corporation Board on his or her last day of service as an Outside
     Director on the Entergy Corporation Board for any of the reasons set
     forth in this Section 1.12.

1.13 "Subsidiary Board" shall mean the board of directors of 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.

                              ARTICLE II

                             PARTICIPATION

2.01 Eligible Participants.  Except as otherwise provided in Section
     3.08, only Outside Directors are eligible for benefits under the
     Program.  For purposes of determining whether a non-employee outside
     director meets the eligibility criteria of the Program as set forth in
     Section 1.11, service on a Subsidiary Board shall include service on
     the Board of Directors of Entergy Gulf States, Inc., or its
     predecessor.

2.02 Former Directors Not Eligible. All former eligible directors who
     separated from the Entergy Corporation Board or any Subsidiary Board
     prior to May 1, 1996 shall continue to be governed by the terms of the
     program for outside directors as in effect immediately prior to May 1,
     1996.  Any former eligible director who separated from the Entergy
     Corporation Board or any Subsidiary Board prior to May 1, 1996, or who
     is covered under the prior program for outside directors shall not be
     eligible to receive any benefits described under this Program. Except
     as otherwise provided in Section 3.08 in the event of a Change in
     Control, this Program provides Separation benefits only for Outside
     Directors who serve on, and subsequently Separate from, the Entergy
     Corporation Board.  Outside Directors will receive benefits for service
     (on the Entergy Corporation Board and, prior thereto, on a Subsidiary
     Board) only under this Program.

2.03 Effective Date.  The effective date of this Program is May 1,
     1996; provided, however, that in determining the grant of Equity
     Units and dividend equivalent rights to eligible Outside Directors
     pursuant to Sections 3.01 and 3.03, respectively, all years of
     service that the Outside Director may have on the Entergy
     Corporation Board (or on a Subsidiary Board prior to joining the
     Entergy Corporation Board) shall be included in such
     determination.  The effective date of this amendment and
     restatement of the Program is January 1, 2000.

                              ARTICLE III

                               BENEFITS

3.01 Service Recognition Awards.  Subject to Section 5.02, eligible
     Separated Outside Directors receive 800 Equity Units multiplied times
     the number of years of service such eligible Separated Outside Director
     served on the Entergy Corporation Board (or prior thereto on a
     Subsidiary Board, including the Board of Directors of Entergy Gulf
     States, Inc., or its predecessor) through the date of his Separation
     from the Entergy Corporation Board, but in no event shall the
     cumulative number of Equity Units granted under this Program to any one
     Outside Director exceed 8,000 Equity Units.  If the Outside Director
     serves for a portion of a year, then only a prorated portion of the 800
     Equity Units shall be awarded based on the portion of such year he
     served on the Entergy Corporation Board (or prior thereto on a
     Subsidiary Board, including the Board of Directors of Entergy Gulf
     States, Inc., or its predecessor).  Except for the survivor's benefits
     described under Section 3.07, eligible Outside Directors shall not vest
     in any benefits hereunder unless and until the date on which they are
     Separated from the Entergy Corporation Board.

3.02 Concurrent Service.  For purposes of calculating years of service
     under the Program, Entergy Corporation directors will receive credit
     for any prior years of service as a Subsidiary Board director, unless
     service on the Subsidiary Board was concurrent with service on the
     Entergy Corporation Board, in which case credit during such concurrent
     service period will be given for years of service on the Entergy
     Corporation Board only.

3.03 Dividend Equivalent Rights.  If Entergy Corporation declares one
     or more cash dividends respecting Entergy Common Stock to holders of
     record as of a date or dates occurring on or after the effective date
     of this Program, an eligible Outside Director shall receive a credit to
     his account as established under this Program equal in value to the
     cash dividend paid to a holder of record for each share of Entergy
     Common Stock multiplied times the number of undistributed Equity Units
     that such eligible Outside Director has accumulated under the Program
     based on the formula described in Section 3.01 through such record date
     based on whole years of service on the Entergy Corporation Board (or
     prior whole years of service on a Subsidiary Board, including the Board
     of Directors of Entergy Gulf States, Inc., or its predecessor) through
     such record date.

3.04 Payment of Benefits.  Commencing on the first day of the month
     next following an eligible Outside Director's Separation from the
     Entergy Corporation Board, and thereafter for the four consecutive
     anniversary dates of such date  (the "Annual Installment Dates"), the
     eligible Separated Outside Director shall be entitled to receive an
     annual installment payment, as hereinafter determined, based on
     accumulated Equity Units described in Section 3.01 and dividend
     equivalent rights described in Section 3.03.  Except as provided in the
     event of death, the five annual installments represent the minimum or
     earliest payment schedule.  An eligible Outside Director shall have no
     right to demand payment of benefits any sooner than permitted under
     this schedule.  The payment of benefits shall be subject to the
     following:

     (a)  Each annual installment shall be made within thirty (30) days
       after the applicable Annual Installment Date.  In general, each annual
       installment represents a proportionate share of the remaining
       accumulated cash value of Equity Units and dividend equivalent rights
       accrued by the Outside Director based on the number of remaining annual
       installments to be paid.   For instance, at Separation, the first
       annual installment shall equal 20% of the total cash value of the
       accumulated Equity Units and dividend equivalent rights.  In the second
       installment, 25% of the total cash value of the remaining accumulated
       Equity Units and dividend equivalent rights is payable.  In the third
       installment, 33 1/3% of the total cash value of the remaining
       accumulated Equity Units and dividend equivalent rights is payable.  In
       the fourth installment, 50% of the total cash value of the remaining
       accumulated Equity Units and dividend equivalent rights is payable.  In
       the fifth and final installment the total cash value of the remaining
       accumulated Equity Units and dividend equivalent rights is distributed.

     (b)  The amount of each such annual installment payment shall be
       credited against the Outside Director's remaining accumulated Equity
       Units and dividend equivalent rights in accordance with an irrevocable
       written election made by the Outside Director no later than his initial
       Annual Installment Date.  Such election shall specify that each annual
       installment will be credited against the Outside Director's accumulated
       Equity Units and dividend equivalent rights in accordance with one of
       the following choices:  (1) first against all accumulated dividend
       equivalent rights and then against accumulated Equity Units; (2) first
       against all accumulated Equity Units and then against accumulated
       dividend equivalent rights; or (3) pro-rata against remaining
       accumulated Equity Units and dividend equivalent rights, based on the
       value of each as of the close of business on the last business day
       immediately preceding the applicable Annual Installment Date. If no
       election in this regard is made by the Outside Director prior to his
       initial Annual Installment Date, then the amount of each such annual
       installment shall be credited in accordance with choice (3) above.

     (c)  Each annual installment shall be paid in the form of cash based
       upon the closing price of Entergy Common Stock on the New York Stock
       Exchange as of the close of business on the last business day
       immediately preceding the applicable Annual Installment Date.   No
       participation or payment under this Program shall be in the form of
       actual shares of Entergy Common Stock. Subject to Section 3.07, all
       installments payable under this Program shall cease upon the
       distribution of all five installments.  If the Outside Director dies
       after Separation from the Entergy Corporation Board, but before all
       five installments have been paid, the Outside Director's remaining
       unpaid accrued benefits under this Program (based on the closing price
       of Entergy Common Stock on the New York Stock Exchange as of the close
       of business on the last business day occurring immediately preceding
       the Outside Director's death) shall be paid in a lump sum, within
       thirty (30) days after the date of his death, to his designated
       beneficiary on file with the Secretary to the Entergy Corporation Board
       or, in the absence of any such named beneficiary, to the estate of the
       Outside Director.

     (d)  Notwithstanding the foregoing, an eligible Outside Director may,
       prior to Separation from the Entergy Corporation Board and subject to
       consent from Entergy Corporation, execute a written deferral election
       under which the commencement of the five annual installments under this
       Program may be irrevocably deferred for a fixed number of years not to
       exceed fifteen (15) years from the date of such Outside Director's
       Separation from the Entergy Corporation Board. If the Outside Director
       executes such a deferral election, Separates and subsequently dies
       prior to the deferred commencement date for the installments, the
       survivor's benefit provisions described in Section 3.07 shall apply.

3.05 Other Benefits.

     (a)  Life Insurance - Eligible Outside Directors of  the Entergy
       Corporation Board who have at least 10 years of service will continue
       to receive $25,000 of life insurance coverage after Separation at no
       cost to the Outside Director.

     (b)  Accidental Death - Optional $100,000 accidental death coverage
       will be available to eligible Separated Outside Directors (if insurable
       under standard or reasonable rates), with premiums paid by the Outside
       Director.

3.06 Adjustments Upon Changes in Capitalization.  The service
     recognition awards described under Sections 3.01 and 3.03,
     respectively, shall be subject to adjustment as deemed necessary by the
     Entergy Corporation Board to avoid dilution or enlargement of the value
     of the Equity Units or dividend equivalent rights hereunder, including
     adjustments made necessary to avoid dilution or enlargement of such
     rights hereunder resulting from changes in the Entergy Common Stock by
     reason of stock dividends, stock splits, recapitalizations, mergers,
     consolidations, combinations or exchanges of shares, separations,
     reorganizations, liquidations and the like.  Any such determination by
     the Entergy Corporation Board shall be binding.

3.07 Death While In Active Service on the Board.  If an Outside
     Director dies while serving on the Entergy Corporation Board, all
     benefits payable under the Program shall be paid in a lump sum to the
     beneficiary named by the Outside Director, or, in the absence of a
     named beneficiary, to the estate of the Outside Director.  A
     beneficiary designation shall be effective only if in writing, signed
     by the Outside Director and filed with the Secretary of the Entergy
     Corporation Board prior to the death of the Outside Director.

3.08 Change in Control.

     (a)  Notwithstanding anything stated herein to the contrary, if there
       should occur a Change in Control and if, within the Change in Control
       Period, an Outside Director (which solely for purposes of this Section
       3.08 shall also include any outside director of the Entergy Corporation
       Board who satisfies all of the requirements of Section 1.11 except the
       5-year eligibility requirement) is involuntarily terminated from the
       Entergy Corporation Board or otherwise loses his status as an outside
       director on the Entergy Corporation Board for reasons other than for
       Cause within the Change in Control Period, such Outside Director shall
       fully vest in, and have a nonforfeitable right to, all benefits accrued
       under the Program (or that would have accrued under the Program if the
       outside director were not subject to the 5-year eligibility requirement
       of Section 1.11) as of the date of any such termination, and no
       amendment or termination of the Program shall reduce such vested
       accrued benefit.  In any such event, the Outside Director may commence
       his or her benefits hereunder without the consent of Entergy
       Corporation or its successor as of the first day of the month next
       following his or her termination or Separation from the Entergy
       Corporation Board.  Any termination of the Outside Director from the
       Entergy Corporation Board within the Change in Control Period, whether
       voluntarily or involuntarily, may, at the Outside Director's sole
       discretion, be deemed a Separation hereunder.

     (b)  Notwithstanding any provision of this Program to the contrary, any
       amendment to, or termination of, the Program following a Change of
       Control shall not reduce the level of benefits accrued under this
       Program (or the level of benefits that would have accrued under the
       Program if the outside director were not subject to the 5-year
       eligibility requirement of Section 1.11) through the date of any such
       amendment or termination.  In no event shall an Outside Director's
       benefit accrued under this Program following a Change of Control be
       less than the benefit accrued by such Outside Director under this
       Program (or the benefit that would have accrued under the Program if
       the outside director were not subject to the 5-year eligibility
       requirement of Section 1.11) immediately prior to the Change of Control
       Period.

     (c)  Nothing stated herein shall prohibit Entergy Corporation from
       adopting or establishing a trust or other means for funding any
       obligations created hereunder provided, however, any and all rights
       that any such Outside Directors shall have with respect to any such
       trust or other fund shall be governed by the terms thereof.

     (d)  Notwithstanding any provisions of this subsection to the contrary,
       within thirty (30) days following the date of a Change of Control,
       Entergy Corporation 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.  Such contribution shall be in an amount equal
       to the total benefits accrued by the eligible Outside Directors and
       their beneficiaries under the Program (or the benefits that would have
       accrued under the Program if the outside director were not subject to
       the 5-year eligibility requirement of Section 1.11) through the date of
       any such Change of Control.   If an Outside Director shall continue to
       serve as an Outside Director on the Entergy Corporation Board after a
       Change of Control, an additional amount shall be contributed by Entergy
       Corporation to the Trust each calendar year, if necessary, in order to
       maintain a lump sum amount credited to Entergy Corporation's Program
       account under the Trust that is equal to the total unpaid benefits
       accrued by the Outside Directors (including the total unpaid benefits
       that would have accrued under the Program if the outside director were
       not subject to the 5-year eligibility requirement of Section 1.11) as
       of the end of each applicable calendar year.  Notwithstanding the
       foregoing sentence and this subsection to the contrary, Entergy
       Corporation may make contributions to the Trust prior to a Change of
       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 Outside Directors to realize current income on
       amounts contributed thereto, and the Trust shall be so interpreted.


                              ARTICLE IV

                        PROGRAM ADMINISTRATION

4.01 Administration of the Program.  The Senior Vice-President, Human
     Resources and Administration for Entergy Services, Inc. is the
     Administrator of this Program and is responsible for its interpretation
     and maintenance.  The Administrator shall operate and administer the
     Program and, as such, shall have the authority as Administrator to
     exercise the powers and discretion conferred on it by the Program,
     including the right to delegate any function to a specified person or
     persons.

4.02  Board Approval.  The Entergy Corporation Board must approve any
     deviations from this Program relating to the amount of compensation or
     benefits of Outside Directors.

4.03 Powers of the Administrator. The Administrator and any of its
     delegees shall administer the Program in accordance with its terms and
     shall have all powers, authority, and discretion necessary or proper
     for such purpose.  In furtherance of this duty, the Administrator shall
     have the sole and exclusive power and discretion to make factual
     determinations, construe and interpret the Program, including the
     intent of the Program and any ambiguous, disputed or doubtful
     provisions of the Program.  All findings, decisions, or determinations
     of any type made by the Administrator, including factual determinations
     and any interpretation or construction of the Program, shall be final
     and binding on all parties and shall not be disturbed unless the
     Administrator's decisions are arbitrary and capricious.  The
     Administrator shall be the sole judge of the standard of proof required
     in any claim for benefits and/or in any question of eligibility for a
     benefit. By way of example, the Administrator shall have the sole and
     exclusive power and discretion:

     (a)  to adopt such rules and regulations as it shall deem desirable or
        necessary for the administration of the Program on a consistent and
        uniform basis;

     (b)  to interpret the Program including, without limitation, the power
        to use Administrator's sole and exclusive discretion to construe and
        interpret (1) the Program, (2) the intent of the Program, and (3) any
        ambiguous, disputed or doubtful provisions of the Program;

     (c)  to determine all questions arising in the administration of the
        Program including, but not limited to, the power and discretion to
        determine rights or eligibility of any claimant to receive benefits
        under the Program;

     (d)  to require such information as the Administrator may reasonably
        request from any Participant or claimant as a condition for receiving
        any benefit under the Program;

     (e)  to grant and/or deny any and all claims for benefits, and construe
        any and all issues of Program interpretation and/or fact issues
        relating to eligibility for benefits;

     (f)  to compute the amount and determine the manner and timing of any
        benefits payable under the Program;

     (g)  to execute or deliver any instrument or make any payment on behalf
        of the Program;

     (h)  to employ one or more persons to render advice with respect to any
        of the Administrator's responsibilities under the Program;

     (i)  to direct all payments that shall be made pursuant to the terms of
        the Program; and

     (j)  to make findings of fact, to resolve disputed fact issues, and to
        make determinations based on the facts and evidence contained in the
        administrative record developed during the claims review procedure.

     For any acts not specifically enumerated above, when applying,
     construing, or interpreting any and all Program provisions and/or
     fact questions presented in claims for benefits, the Administrator
     shall have the same discretionary powers as enumerated above.

4.04 Reliance on Reports and Certificates.  The Administrator may rely
     conclusively upon all tables, valuations, certificates, opinions and
     reports furnished by an actuary, accountant, counsel or other person
     who may from time to time be employed or engaged for such purposes.

4.05 Claims Administration.  The Administrator may appoint and, in its
     sole discretion, remove a Claims Administrator and/or Claims Appeal
     Administrator to administer claims for benefits under the Program in
     accordance with its terms, and such delegees shall have all powers,
     authority, and discretion necessary or proper for such purpose.  In the
     absence of such appointment, the Administrator shall be the Claims
     Administrator and Claims Appeal Administrator.

4.06 Filing Benefit Claims. Any claim asserting entitlement to a
     benefit under the Program must be asserted within 90 days after the
     event giving rise to the claim by sending written notice of the claim
     to the Claims Administrator.  The written notice of the claim must be
     accompanied by any and all documents, materials, or other evidence
     allegedly supporting the claim for benefits.  If the claim is granted,
     the claimant will be so notified in writing by the Claims
     Administrator.

4.07 Denial or Partial Denial of Benefit Claims.  If the Claims
     Administrator denies a claim for benefits in whole or part, the Claims
     Administrator shall notify the claimant in writing of the decision
     within 90 days after the claim has been received by the Claims
     Administrator.  In the Claim Administrator's sole discretion, the
     Claims Administrator may extend the time to decide the claim for an
     additional 90 days, by giving written notice of the need for such an
     extension any time prior to the expiration of the initial 90 day
     period.  The Claims Administrator, in its sole discretion, reserves the
     right to request specific information from the claimant, and reserves
     the right to have the claimant examined or tested by person(s) employed
     or compensated by the Program.   If the claim is denied or partially
     denied, the Claims Administrator shall provide the claimant with
     written notice stating:

     (a)  the specific reasons for the denial of the claim (including the
       facts upon which the denial was based) and reference to any pertinent
       Program provisions on which the denial is based;

     (b) if applicable, a description of any additional material or
       information necessary for claimant to perfect the claim and an
       explanation of why such material or information is necessary;
       and

     (c) an explanation of the claims review appeal procedure including
       the name and address of the person or committee to whom any
       appeal should be directed.

4.08 Appeal of Claims That Are Denied or Partially Denied.  The
     claimant may request review of the Claims Administrator's denial or
     partial denial of a claim for Program benefits.  Such request must be
     made in writing within 60 days after claimant has received notice of
     the Claims Administrator's decision and shall include with the written
     request for an appeal any and all documents, materials, or other
     evidence which claimant believes supports his or her claim for
     benefits.   The written request for an appeal, together with all
     documents, materials, or other evidence which claimant believes
     supports his or her claim for benefits should be addressed to the
     Claims Administrator, who will be responsible for submitting the appeal
     for review to the Claims Appeal Administrator.

4.09 The Appeal Process.  The Claims Administrator will submit the
     appeal to the Claims Appeal Administrator for review of the denial or
     partial denial of the claim.  Within 60 days after the receipt of
     claimant's appeal, the claimant will be notified of the final decision
     of the Claims Appeal Administrator, unless, in the Claims Appeal
     Administrator's sole discretion, circumstances require an extension of
     this period for up to an additional 60 days.  If such an extension is
     required, the Claims Appeal Administrator shall notify claimant of this
     extension in writing before the expiration of the initial 60-day
     period.  During the appeal, the Claims Appeal Administrator, in its
     sole discretion, reserves the right to request specific information
     from the claimant, and reserves the right to have the claimant examined
     or tested by person(s) employed or compensated by the Program.   The
     final decision of the Claims Appeal Administrator shall set forth in
     writing the facts and Program provisions upon which the decision is
     based.  All decisions of the Claims Appeal Administrator are final and
     binding on Outside Directors, their beneficiaries, or other claimants.

4.10 Judicial Proceedings for Benefits.  No claimant may file suit in
     court to obtain benefits under the Program without first completely
     exhausting all stages of this claims review process.  In any event, no
     legal action seeking Program benefits may be commenced or maintained
     against the Program more than ninety (90) days after the Claims Appeal
     Administrator's decision on appeal.

                               ARTICLE V

                              PROCEDURES

5.01 Written Notification.  Upon Separation of an Entergy Corporation
     Board member, the Secretary of the Entergy Corporation Board will
     provide written notification of the director's official retirement date
     and any other pertinent information to the Administrator.

5.02 Amendment or Termination.  Except as otherwise provided herein,
     this Program shall be subject to amendment or termination by a majority
     vote of the Entergy Corporation Board at any time. Any such amendment
     or termination shall be binding on all eligible Separated directors and
     active directors alike regardless of their status, provided, however,
     that no such amendment or termination shall affect an eligible
     Separated director's rights to any and all recognition awards or
     benefits accrued prior to the effective date of any such amendment or
     termination.

5.03 Maximum Age.  Outside directors cannot stand for re-election to
     the Entergy Corporation Board after their 70th birthday.

5.04 Program Summary.  A summary of the Entergy Corporation Service
     Recognition Program shall be attached to this Program as Attachment 1.

IN WITNESS WHEREOF, Entergy Corporation has caused this Program to be
executed by its duly authorized officer on this       day of _______,
2000, but effective as of January 1, 2000.


                         ENTERGY CORPORATION
                         through the undersigned duly authorized
                         representative



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





          ATTACHMENT 1 TO ENTERGY CORPORATION SERVICE
    RECOGNITION PROGRAM FOR NON-EMPLOYEE OUTSIDE DIRECTORS


ELIGIBILITY         5 YEARS SERVED ON ENTERGY CORPORATION BOARD
                    (but including service on a Subsidiary
                    Board prior to serving as an Outside
                    Director on the Entergy Corporation Board)

ANNUAL BENEFIT      800 EQUITY UNITS PER YEAR OF SERVICE ON THE
                    ENTERGY CORPORATION BOARD (INCLUDING PRIOR
                    YEARS OF SERVICE ON A SUBSIDIARY BOARD)
                    PAID OVER NO LESS THAN 5 YEARS.  CUMULATIVE
                    EQUITY UNITS SHALL NOT EXCEED 8,000 EQUITY
                    UNITS.

MAXIMUM  AGE        AGE 70

AT DEATH            SURVIVOR'S BENEFITS IF ELIGIBLE DIRECTOR
                    DIES WHILE IN ACTIVE SERVICE ON THE ENTERGY
                    CORPORATION BOARD; SURVIVOR'S BENEFITS ALSO
                    AVAILABLE IF ELIGIBLE DIRECTOR DIES AFTER
                    SEPARATION, BUT BEFORE FINAL DISTRIBUTION

TREATMENT OF        BENEFIT IN EFFECT PRIOR TO EFFECTIVE DATE
PREVIOUSLY          WILL CONTINUE TO BE PROVIDED
SEPARATED
DIRECTORS



This Attachment 1 is provided merely as a summary of the benefits under
the Program and does not represent a binding description of such
benefits. For a full description of the benefits available under the
Program, please refer to the Program document. If there is any conflict
between this summary and the Program document, the Program document
shall control.