Exhibit 10(a)64

             EXECUTIVE FINANCIAL COUNSELING PROGRAM
             OF ENTERGY CORPORATION AND SUBSIDIARIES


1.   Purpose.

     The purpose of the Executive Financial Counseling Program of
     Entergy Corporation and Subsidiaries (the "Program") is to
     attract, retain and motivate Eligible Executives in the
     service of the System and to reinforce corporate,
     organizational and business-development goals and other
     System objectives, thus allowing System Companies to remain
     competitive with their peer companies.  The Program will
     accomplish this by assisting Eligible Executives of System
     Companies in building financial peace of mind, thus
     increasing the productivity of such officers.  The Program
     will permit Eligible Executives who elect  to participate
     hereunder to be reimbursed for certain expenses incurred for
     personal financial counseling services.

2.   Definitions.

     The following terms, as used herein, shall have the
     following meanings:

     a.   "Allotment" shall mean the maximum amount of Covered
          Expenses that may be reimbursed to a Participant with respect to
          a Program Year, as set forth in Section 6 below.

     b.   "Board" shall mean the Board of Directors of the Company.

     c.   "Committee" shall mean the Personnel Committee of the Board,
          or such other individual or group as the Board shall select in
          its sole discretion.  Any reference herein to the Committee shall
          include the Committee's delegate, the Senior Vice President,
          Human Resources and Administration, Entergy Services, Inc., or
          such replacement as the Committee may appoint from time to time.

     d.   "Company" shall mean Entergy Corporation, or any successor.

     e.   "Continuation Period" shall mean the period commencing on
          the Eligible Executive's Separation Date and ending on the last
          day of the Program Year in which occurred such Separation Date.

     f.   "Covered Expenses" shall mean any costs related to the
          following services which are incurred by an Eligible Executive
          (A) during a Program Year while employed by a System Company or
          (B) during the Continuation Period, if applicable:

          i.   risk management (i.e., the assessment of personal financial
               risks to determine whether sufficient insurance coverage exists);

          ii.  tax planning assistance (including preparation of tax
               returns);

          iii. investment planning and portfolio management;

          iv.  retirement planning;

          v.   estate planning (including trustee and legal fees associated
               with the establishment, maintenance and revision of trusts and
               wills);

          provided that Covered Expenses shall not include any of
          the following items: appraisal fees; commissions,
          brokerage fees or premiums on the sale or purchase of
          securities or insurance of any kind; computer hardware
          or software; the cost of tax return preparation
          manuals; custodial or legal fees relating to rental
          property; fees associated with the opening and
          administration of a succession; fines or penalties;
          expenses attributable to a "hobby" of the Participant;
          legal fees with respect to any criminal or civil
          litigation (including, but not limited to contract
          disputes, tort and divorce cases); expenses relating to
          home offices; real estate transaction fees; rental cost
          of safety deposit box; subscriptions to investment
          magazines, newsletters or other publications; tax,
          accounting or legal fees associated with any business
          venture other than the Participant's employment with
          the System (including, but not limited to, with respect
          to such business venture of the Participant's spouse);
          or travel, transportation, meals or entertainment
          expenses of any kind.

     g.   "Disability" shall mean a Participant's eligibility for and
          receipt of benefits under any Company sponsored long term
          disability plan.

     h.   "EAIP" shall mean the Executive Annual Incentive Plan or any
          successor or replacement plan of the Company.

     i.   "Eligible Executive" shall mean any System Company officer
          who is a Vice President, Senior Vice President, Executive Vice
          President or above and whose target annual incentive under the
          EAIP (as determined by the Committee in its sole discretion) is
          40% of base salary or above with respect to the applicable
          Program Year .  An individual who is an Eligible Executive on the
          date immediately preceding his Separation Date shall continue to
          be an Eligible Executive during the Continuation Period  (i.e.,
          covered services rendered after the Separation Date but before
          the end of the Program Year in which occurred the Separation Date
          are eligible for reimbursement under the Program to the extent of
          the Participant's remaining Allotment for such Program Year).  An
          individual who is an Eligible Executive on the date immediately
          preceding his Termination Date shall cease to be a Participant on
          his Termination Date (i.e., services rendered after the
          Termination Date shall not be covered under the Program and any
          unused Allotment shall be forfeited on the Termination Date).

     j.   "Gross-Up Payment" shall have the meaning set forth in
          Section 5(b) hereof.

     k.   "Level  1 Participant" shall mean a Participant designated
          as such by the Committee and who has attained the office of
          Executive Vice President  or above.

     l.   "Level  2 Participant" shall mean a Participant designated
          as such by the Committee who has attained the office of Senior
          Vice President.

     m.   "Level  3 Participant" shall mean a Participant designated
          as such by the Committee who has attained the office of Vice
          President with an EAIP target level of 40%.

     n.   "Participant" shall mean an Eligible Executive who elects to
          exercise his right to reimbursement for Covered Expenses under
          the Program.

     o.   "Program" shall mean this  Executive Financial Counseling
          Plan of Entergy Corporation and Subsidiaries, as may be amended
          from time to time.

     p.   "Program Year" shall mean the calendar year, or such other
          12-month period as the Committee shall determine in its sole
          discretion.

     q.   "Reimbursement Amount" shall have the meaning set forth in
          Section 5(b) hereof.

     r.   "Retirement" shall mean a Participant's retirement from
          employment with  his or her System Company employer in accordance
          with the terms and conditions of the qualified defined benefit
          pension plan, or such successor or replacement plan, in which his
          System Company employer participates.

     s.   "Separation Date" shall mean an Eligible Executive's
          separation from System Company employment due to Retirement,
          death or Disability.

     t.   "System" shall mean Company and all other System Companies,
          and shall include any successors.

     u.   "System Company" shall mean Company and any corporation
          eighty percent (80%) or more of whose stock (based on voting
          power or value) is owned, directly or indirectly, by Company and
          any partnership or trade or business which is eighty percent
          (80%) or more controlled, directly or indirectly, by Company, and
          shall include any successors and, at the Committee's discretion,
          any affiliated companies.

     v.   "Termination Date" shall mean an Eligible Employee's
          termination from System Company employment for reasons other than
          Retirement, death or Disability.

3.   Administration.

     The Program  shall be administered by the Committee.  The
     Committee shall have the authority in its sole discretion,
     subject to and not inconsistent with the express provisions
     of the Program, to administer the Program  and to exercise
     all the powers and authorities either specifically granted
     to it under the Program or necessary or advisable in the
     administration of the Program, including, without
     limitation, the authority to certify those officers who
     shall be considered Eligible Executives; to determine the
     terms, conditions and restrictions relating to any
     reimbursement to be made hereunder; to construe and
     interpret the Program; to prescribe, amend and rescind rules
     and regulations relating to the Program; and, to make all
     other determinations deemed necessary or advisable for the
     administration of the Program.  The Committee may delegate
     to one or more agents such duties as it may deem advisable,
     and the Committee or any person to whom it has delegated
     duties as aforesaid may employ one or more persons to render
     advice with respect to any responsibility the Committee or
     such person may have under the Program.  All decisions,
     determinations and interpretations of the Committee shall be
     final and binding on all persons, including the Company, the
     Participant or any person claiming any rights under the
     Program from or through any Participant.

     No member of the Board or the Committee shall be liable for
     any action taken, or determination made, in good faith with
     respect to the Program.

4.   Eligibility; Participation.

     Each Eligible Executive for a Program Year shall be entitled
     to reimbursement for Covered Expenses incurred by such
     Eligible Executive, in an amount not to exceed the Eligible
     Executive's Allotment for such Program Year, plus the amount
     of any Gross-Up Payment that may be payable under Section
     5(b) below.

5.   Payment.

     a.To receive reimbursement of Covered Expenses, a
       Participant must complete a form approved by the
       Committee and submit with the form documentation of a
       Covered Expense or Covered Expenses within the following
       applicable time period:

       -  If the Participant is an active System employee -- within 90
          days following the Program Year in which the subject services
          were provided to the Participant.

       -  If the Participant's Separation Date occurs during the
          Program Year - within 90 days following the Program Year in which
          the subject services were provided to the Participant.

       -  If the Participant's Termination Date occurs during the
          Program Year - within 15 days following the Participant's
          Termination Date.

       Further, a Participant must acknowledge and agree that
       the Company and all other System Companies or affiliate
       companies are in no way liable for any loss, damage, or
       failure resulting from the acts or omissions of any
       service providers made available to the Participant under
       this Program.  A Participant must acknowledge and agree
       that the involvement of any service provider is merely an
       accommodation and convenience under the Program and shall
       not impose any liability or responsibility of any kind on
       the Company, any other System Companies or affiliate
       companies.  A Participant must further agree to
       indemnify, defend and hold Entergy harmless from and
       against any such claim brought by the Participant or
       anyone else with respect to the Participant's
       participation in the Program.

     b.If any of the payments received by a Participant (such
       payments, excluding the Gross-Up Payment, being hereinafter
       referred to as the "Reimbursement Amount") will be subject to any
       federal, state or local taxes income or employment taxes, the
       System Company employer shall pay to the Executive, not later
       than 30 days following the date of payment of the Reimbursement
       Amount to which such tax relates, an additional amount (the
       "Gross-Up Payment") such that the sum of the net amount of the
       Reimbursement Amount and the net amount of the Gross-Up Payment
       retained by the Participant, after deduction of any federal,
       state and local income and employment taxes on the Reimbursement
       Amount on the Gross-Up Payment, shall be equal to the
       Reimbursement Amount.  For purposes of determining the amount of
       each Gross-Up Payment, the Executive shall be deemed to pay
       federal income tax at the highest marginal rate of federal income
       taxation in the calendar year in which such Gross-Up   Payment is
       to be made and state and local income taxes at the highest
       marginal rate of taxation in the state and locality of the
       Executive's residence on such date, net of the maximum reduction
       in federal income taxes which could be obtained from deduction of
       such state and local taxes.

6.   Allotments

     With respect to each Program Year in which an officer is
     certified as an Eligible Executive, the Allotment for each
     Level 1 Participant shall be $7,500; the Allotment for each
     Level 2 Participant shall be $5,500; and the Allotment for
     each Level 3 Participant shall be $3,000.  If a  Participant
     incurs Covered Expenses in a Program Year that are less than
     his or her Allotment with respect to such Program Year, such
     unused Allotment shall be forfeited at the end of the
     applicable Program Year.  Covered Expenses in a Program Year
     that exceed an Eligible Executive's Allotment for that
     Program Year shall not be reimbursable from the Eligible
     Executive's Allotment for a subsequent Program Year.

     An individual who is an Eligible Executive on the date
     immediately preceding his Separation Date shall continue to
     be an Eligible Executive during the Continuation Period
     (i.e., covered services rendered after the Separation Date
     but before the end of the Program Year in which occurred the
     Separation Date are eligible for reimbursement under the
     Program to the extent of the Participant's remaining
     Allotment for such Program Year).  An individual who is an
     Eligible Executive on the date immediately preceding his
     Termination Date shall cease to be a Participant on his
     Termination Date (i.e., services rendered after the
     Termination Date shall not be covered under the Program and
     any unused Allotment shall be forfeited on the Termination
     Date).

7.   Service Providers

     With respect to tax or estate planning advice, Participants
     may select any bona-fide accountant, attorney, trustee or
     firm whose usual and customary business is to provide tax
     planning or estate planning advice (including the
     establishment, maintenance and revision of trusts and
     wills).  With respect to any other services for which a
     Participant  may make a claim for reimbursement hereunder,
     Participants must select among the following service
     providers:

     a. American Express Financial Advisers, Inc.;

     b. AYCO Corporation;

     c. Banc One Financial Services;

     d. Merrill Lynch;

     e. Morgan Stanley Dean Witter;

     f. Salomon Smith Barney, Inc., or

     g. any other service provider approved by the Committee (in its
        sole discretion) from time to time.

8    General Provisions

     a. Nontransferability.  Except as otherwise required by law,
        the rights of Participants under the Program (including
        the right to payment of the Reimbursement Amounts) shall
        not be assignable or transferable by a Participant except
        by will or the laws of descent and distribution.

     b. No Right to Continued Employment.  Nothing in the Program
        shall confer upon any Participant the right to continue
        in the employ of the System Company employer or to be
        entitled to any remuneration or benefits not set forth in
        the Program or to interfere with or limit in any way the
        right of the System Company employer to terminate such
        Participant's employment.

     c. Amendment, Termination and Duration of the Plan.  The
        Board or the Committee may at any time and from time to
        time alter, amend, suspend, or terminate the Program in
        whole or in part.  The Program shall continue in effect
        until terminated by the Board or the Committee.
        Notwithstanding the foregoing, no amendment shall affect
        adversely any of the rights of any Participant, without
        such Participant's consent, with respect to Covered
        Expense previously incurred.

     d. Unfunded Status of the Program.  The Program is intended
        to constitute an "unfunded" plan for purposes of Covered
        Expense reimbursements.  With respect to any payments not
        yet made to a Participant, nothing contained in the
        Program shall give any such Participant any rights that
        are greater than those of a general creditor of a -System
        Company.

     e. Governing Law.  The Plan and all determinations made and
        actions taken pursuant hereto shall be governed by the
        laws of the State of Delaware without giving effect to
        the conflict of laws principles thereof.

     f. Effective Date.  The Program  shall be effective on
        January 25, 2001.