Exhibit 4(a) 12


                                
                                
                          $100,000,000
                                
                                
                                
                        CREDIT AGREEMENT
                                
                                
                 Dated as of September 13, 1996
                                
                                
                              Among
                                
                       ENTERGY CORPORATION
                                
                               and
                                
               ENTERGY TECHNOLOGY HOLDING COMPANY,
                                
                          as Borrowers
                                
                     THE BANKS NAMED HEREIN
                            as Banks
                                
                               and
                                
                      THE BANK OF NEW YORK
                                
                            as Agent
                                
                                


<PAGE>
                        CREDIT AGREEMENT

                 Dated as of September 13, 1996


           ENTERGY  CORPORATION, a Delaware corporation,  ENTERGY
TECHNOLOGY  HOLDING  COMPANY, a Delaware corporation,  the  BANKS
listed  on the signature pages hereof, and THE BANK OF NEW  YORK,
as agent for the Lenders hereunder, agree as follows:


                           ARTICLE I.

                DEFINITIONS AND ACCOUNTING TERMS

           SECTION I.01.  Certain Defined Terms.  As used in this
Agreement, the following terms shall have the following  meanings
(such meanings to be equally applicable to both the singular  and
plural forms of the terms defined):

           "Adjusted CD Rate" means, for any Interest Period  for
each  Adjusted CD Rate Advance made as part of the same  Contract
Borrowing, an interest rate per annum equal to the sum of:

           (a)   the rate per annum obtained by dividing (i)  the
rate  of  interest  determined by the Agent  to  be  the  average
(rounded upward to the nearest whole multiple of 1/100 of 1%  per
annum,  if  such average is not such a multiple) of the consensus
bid  rate determined by each of the Reference Banks for  the  bid
rates  per annum, at 9:00 A.M. (New York City time) (or  as  soon
thereafter  as  practicable) on the first day  of  such  Interest
Period,  of New York certificate of deposit dealers of recognized
standing selected by such Reference Bank for the purchase at face
value  of  certificates of deposit of such Reference Bank  in  an
amount  substantially equal to such Reference Bank's Adjusted  CD
Rate  Advance made as part of such Contract Borrowing and with  a
maturity  equal  to  such Interest Period, by (ii)  a  percentage
equal  to 100% minus the Adjusted CD Rate Reserve Percentage  for
such Interest Period, plus

          (b)  the Assessment Rate for such Interest Period.

The Adjusted CD Rate for the Interest Period for each Adjusted CD
Rate Advance made as part of the same Contract Borrowing shall be
determined  by  the  Agent  on  the  basis  of  applicable  rates
furnished  to and received by the Agent from the Reference  Banks
on  the  first day of such Interest Period, subject, however,  to
the provisions of Section 2.09.

           "Adjusted  CD  Rate Advance" means a Contract  Advance
that bears interest as provided in Section 2.07(b).

           "Adjusted CD Rate Reserve Percentage" for the Interest
Period for each Adjusted CD Rate Advance made as part of the same
Contract Borrowing means the reserve percentage applicable on the
first  day of such Interest Period under regulations issued  from
time  to  time  by the Board of Governors of the Federal  Reserve
System  (or  any  successor) for determining the maximum  reserve
requirement  (including,  but  not  limited  to,  any  emergency,
supplemental or other marginal reserve requirement) for a  member
bank of the Federal Reserve System in New York City with deposits
exceeding   one  billion  dollars  with  respect  to  liabilities
consisting of or including (among other liabilities) U.S.  dollar
nonpersonal  time deposits in the United States with  a  maturity
equal to such Interest Period.

           "Advance"  means  a  Contract Advance  or  an  Auction
Advance.

           "Affiliate" means, as to any Person, any other  Person
that,  directly or indirectly, controls, is controlled by  or  is
under common control with such Person or is a director or officer
of such Person.

           "Agent" means The Bank of New York, as agent  for  the
Lenders hereunder, and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office witereunder,
and any successor Agent appointed hereunder.

          "Applicable Lending Office" means, with respect to each
Lender,  such Lender's Domestic Lending Office in the case  of  a
Base Rate Advance, such Lender's CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance and, in the  case
of an Auction Advance, the office of such Lender notified by such
Lender to the Agent as its Applicable Lending Office wit         
ffiliate" of a person or entity means any trade or business (whether 
or not incorporated) that is a member of a group of which such 
person or entity is a member and that is under common control with 
such person or entity within the meaning of Section 414 of the Internal
Revenue Code of 1986, and the regulations promulgated and rulings 
issued thereunder, each as amended or modified from time to time.

           "ERISA Plan" means an employee benef         ffiliate"
of a person or entity means any trade or business (whether or not
incorporated) that is a member of a group of which such person or
entity  is  a member and that is under common control  with  such
person  or  entity  within the meaning  of  Section  414  of  the
Internal  Revenue  Code of 1986, and the regulations  promulgated
and  rulings issued thereunder, each as amended or modified  from
time to time.

           "ERISA Plan" means an employee benef         ffiliate"
of a person or entity means any trade or business (whether or not
incorporated) that is a member of a group of which such person or
entity  is  a member and that is under common control  with  such
person  or  entity  within the meaning  of  Section  414  of  the
Internal  Revenue  Code of 1986, and the regulations  promulgated
and  rulings issued thereunder, each as amended or modified  from
time to time.

           "ERISA Plan" means an employee benef         ffiliate"
of a person or entity means any trade or business (whether or not
incorporated) that is a member of a group of which such person or
entity  is  a member and that is under common control  with  such
person  or  entity  within the meaning  of  Section  414  of  the
Internal  Revenue  Code of 1986, and the regulations  promulgated
and  rulings issued thereunder, each as amended or modified  from
time to time.

           "ERISA Plan" means an employee benef         ffiliate"
of a person or entity means any trade or business (whether or not
incorporated) that is a member of a group of which such person or
entity  is  a member and that is under common control  with  such
person  or  entity  within the meaning  of  Section  414  of  the
Internal  Revenue  Code of 1986, and the regulations  promulgated
and  rulings issued thereunder, each as amended or modified  from
time to time.

           "ERISA Plan" means an employee benef         ffiliate"
of a person or entity means any trade or business (whether or not
incorporated) that is a member of a group of which such person or
entity  is  a member and that is under common control  with  such
person  or  entity  within the meaning  of  Section  414  of  the
Internal  Revenue  Code of 1986, and the regulations  promulgated
and  rulings issued thereunder, each as amended or modified  from
time to time.

           "ERISA Plan" means an employee benef         ffiliate"
of a person or entity means any trade or business (whether or not
incorporated) that is a member of a group of which such person or
entity  is  a member and that is under common control  with  such
person  or  entity  within the meaning  of  Section  414  of  the
Internal  Revenue  Code of 1986, and the regulations  promulgated
and  rulings issued thereunder, each as amended or modified  from
time to time.

           "ERISA Plan" means an employee benef first day of such
Interest  Period, subject, however, to the provisions of  Section
2.09.

          "Eurodollar Rate Advance" means a Contract Advance that
bears interest as provided in Section 2.07(c).

           "Eurodollar Rate Reserve Percentage" of any Lender for
the  Interest  Period for any Eurodollar Rate Advance  means  the
reserve percentage applicable during such Interest Period (or  if
more  than one such percentage shall be so applicable, the  daily
average  of  such  percentages for those days  in  such  Interest
Period  during which any such percentage shall be so  applicable)
under  regulations  issued from time to  time  by  the  Board  of
Governors  of  the Federal Reserve System (or any successor)  for
determining  the maximum reserve requirement (including,  without
limitation, any emergency, supplemental or other marginal reserve
requirement)  for  such  Lender with respect  to  liabilities  or
assets consisting of or including Eurocurrency Liabilities having
a term equal to such Interest Period.

          "Event of Default" has the meaning specified in Section
6.01.

           "FCC"  means  the United States Federal Communications
Commission.

            "Federal  Funds  Rate"  means,  for  any  period,   a
fluctuating  interest rate per annum equal for  each  day  during
such  period  to the weighted average of the rates  on  overnight
Federal  funds  transactions with members of the Federal  Reserve
System  arranged by Federal funds brokers, as published for  such
day  (or,  if  such  day  is not a Business  Day,  for  the  next
preceding Business Day) by the Federal Reserve Bank of New  York,
or,  if  such  rate is not so published for any day  which  is  a
Business Day, the average of the quotations for such day on  such
transactions  received  by  the Agent from  three  Federal  funds
brokers of recognized standing selected by it.

          "Fee Letter" means that certain letter agreement, dated
September 13, 1996, between Entergy and the Agent.

           "Guaranteed Obligations" has the meaning specified  in
Section 8.01.

          "Guarantor" means Entergy, in its capacity as Guarantor
under Article VIII hereof.

           "Guaranty  Obligations" means (i) direct  or  indirect
guaranties  in  respect  of,  and  obligations  to  purchase   or
otherwise acquire, or otherwise to assure a creditor against loss
in  respect  of,  Debt of any Person and (ii) other  guaranty  or
similar  obligations in respect of the financial  obligations  of
others, including, without limitation, Support Obligations.

          "Gulf States" means Entergy Gulf States, Inc. (formerly
Gulf States Utilities Company), a Texas corporation.

          "Interest Period" means, for each Contract Advance made
as  part of the same Contract Borrowing, the period commencing on
the  date  of such Contract Advance or the date of the Conversion
of  any  Contract Advance into such a Contract Advance and ending
on the last day of the period selected by the applicable Borrower
pursuant to the provisions below and, thereafter, each subsequent
period  commencing  on the last day of the immediately  preceding
Interest Period and ending on the last day of the period selected
by  such Borrower pursuant to the provisions below.  The duration
of each such Interest Period shall be 30, 60, 90, 180 or, subject
to  availability from each Lender, 270 or 360 days in the case of
an  Adjusted  CD  Rate Advance, and 1, 2, 3,  6  or,  subject  to
availability from each Lender, 9 or 12 months in the  case  of  a
Eurodollar Rate Advance, in each case as the applicable  Borrower
may,  upon notice received by the Agent not later than 11:00 A.M.
(New York City time) on the third Business Day prior to the first
day of such Interest Period, select; provided, however, that:

                (i)   such  Borrower may not select any  Interest
     Period that ends after the Termination Date;

               (ii)  Interest Periods commencing on the same date
     for  Contract  Advances made as part of  the  same  Contract
     Borrowing shall be of the same duration; and

                (iii)   whenever  the last day  of  any  Interest
     Period  would otherwise occur on a day other than a Business
     Day,  the last day of such Interest Period shall be extended
     to occur on the next succeeding Business Day, provided that,
     in  the  case  of any Interest Period for a Eurodollar  Rate
     Advance, if such extension would cause the last day of  such
     Interest  Period  to  occur in the next  following  calendar
     month,  the last day of such Interest Period shall occur  on
     the next preceding Business Day.

           "Junior  Subordinated  Debentures"  means  any  junior
subordinated deferrable interest debentures issued by any of  the
Significant Subsidiaries and New Orleans from time to time.

          "Lenders" means the Banks listed on the signature pages
hereof  and each Person that shall become a party hereto pursuant
to Section 9.07.

           "Lien" means, with respect to any asset, any mortgage,
lien,  pledge,  charge, security interest or encumbrance  of  any
kind  in  respect  of  such  asset.  For  the  purposes  of  this
Agreement, a Person or any of its subsidiaries shall be deemed to
own,  subject to a Lien, any asset that it has acquired or  holds
subject  to  the  interest  of  a  vendor  or  lessor  under  any
conditional   sale  agreement,  capital  lease  or  other   title
retention agreement relating to such asset.

           "Louisiana"  means Entergy Louisiana,  Inc.  (formerly
Louisiana Power & Light Company), a Louisiana corporation.

          "Majority Lenders" means at any time Lenders holding at
least  66-2/3% of the then aggregate unpaid principal  amount  of
the  Contract  Notes held by Lenders, or, if  no  such  principal
amount  is  then outstanding, Lenders having at least 66-2/3%  of
the  Commitments  (without giving effect to  any  termination  in
whole  of  the  Commitments pursuant to Section  6.02),  provided
that,  for  purposes hereof, neither Borrower, nor any  of  their
respective Affiliates, if a Lender, shall be included in (i)  the
Lenders  holding such amount of the Contract Advances  or  having
such  amount of the Commitments or (ii) determining the aggregate
unpaid  principal amount of the Contract Advances  or  the  total
Commitments.

          "Mississippi" means Entergy Mississippi, Inc. (formerly
Mississippi Power & Light Company), a Mississippi corporation.

           "Moody's" means Moody's Investors Service, Inc. or any
successor thereto.

           "Multiemployer Plan" means a "multiemployer  plan"  as
defined  in Section 4001(a)(3) of ERISA to which Entergy  or  any
ERISA  Affiliate  is  making or accruing an  obligation  to  make
contributions,  or  has within any of the  preceding  three  plan
years made or accrued an obligation to make contributions.

          "New Orleans" means Entergy New Orleans, Inc. (formerly
New Orleans Public Service Inc.), a Louisiana corporation.

          "Non-Recourse Debt" means any Debt of any subsidiary of
Entergy  that  does  not also constitute  Debt  of  Entergy,  any
Significant Subsidiary or New Orleans.

          "Note" means a Contract Note or an Auction Note.

          "Notice of Auction Borrowing" has the meaning specified
in Section 2.03(a).

            "Notice  of  Contract  Borrowing"  has  the   meaning
specified in Section 2.02(a).

           "OECD" means the Organization for Economic Cooperation
and Development.

           "PBGC"  means the Pension Benefit Guaranty Corporation
and  any  entity succeeding to any or all of its functions  under
ERISA.

           "Person" means an individual, partnership, corporation
(including  a  business  trust),  joint  stock  company,   trust,
unincorporated association, joint venture or other entity,  or  a
government or any political subdivision or agency thereof.

          "Prepayment Event" means the occurrence of any event or
the  existence of any condition under any agreement or instrument
relating  to  any  Debt of either Borrower or  of  a  Significant
Subsidiary  that, in either case, is outstanding in  a  principal
amount   in  excess  of  $50,000,000  in  the  aggregate,   which
occurrence or event results in the declaration of such Debt being
due  and  payable,  or required to be prepaid (other  than  by  a
regularly  scheduled required prepayment), prior  to  the  stated
maturity thereof.

          "PUHCA" means the Public Utility Holding Company Act of
1935, as amended.

          "Reference Bank" means BNY.

            "Register"  has  the  meaning  specified  in  Section
9.07(c).

           "Reportable  Event" has the meaning assigned  to  that
term in Title IV of ERISA.

           "S&P"  means  Standard & Poor's Rating  Group  or  any
successor thereto.

           "SEC"  means the United States Securities and Exchange
Commission.

           "Senior  Debt  Rating" means, as to  any  Person,  the
rating assigned by Moody's or S&P to the senior secured long-term
debt of such Person.

            "SERI"  means  Systems  Energy  Resources,  Inc.,  an
Arkansas corporation.

           "Significant Subsidiary" means Arkansas, Gulf  States,
Louisiana, Mississippi and SERI, and any other domestic regulated
utility  subsidiary  of  Entergy:  (i) the  total  assets  (after
intercompany  eliminations)  of which  exceed  5%  of  the  total
consolidated assets of Entergy and its subsidiaries or  (ii)  the
net  worth of which exceeds 5% of the Consolidated Net  Worth  of
Entergy  and its subsidiaries, in each case as shown on the  most
recent  audited  consolidated balance sheet of  Entergy  and  its
subsidiaries.

           "Support  Obligations" means any financial obligation,
contingent or otherwise, of any Person guaranteeing or  otherwise
supporting  any Debt or other obligation of any other  Person  in
any  manner,  whether  directly  or  indirectly,  and  including,
without  limitation,  any obligation of such  Person,  direct  or
indirect, (i) to purchase or pay (or advance or supply funds  for
the  purchase  or  payment of) such Debt or to  purchase  (or  to
advance or supply funds for the purchase of) any security for the
payment  of  such Debt, (ii) to purchase property, securities  or
services  for the purpose of assuring the owner of such  Debt  of
the  payment of such Debt, (iii) to maintain the working capital,
equity  capital,  available  cash or  other  financial  statement
condition  of  the  primary obligor so as to enable  the  primary
obligor to pay such Debt, (iv) to provide equity capital under or
in  respect of equity subscription arrangements so as  to  assure
any  Person  with  respect to the payment of  such  Debt  or  the
performance  of  such  obligation, or (v)  to  provide  financial
support for the performance of, or to arrange for the performance
of,  any  non-monetary  obligations or  non-funded  debt  payment
obligations   (including,  without  limitation,   guaranties   of
payments  under power purchase or other similar arrangements)  of
the primary obligor.

           "Termination Date" means September 12,  1999  or  such
later date that may be established from time to time pursuant  to
Section  2.17  hereof, or, in either case, the  earlier  date  of
termination in whole of the Commitments pursuant to Section  2.05
or Section 6.02 hereof.

           "Yield"  means, for any Auction Advance, the effective
rate  per  annum  at  which interest on such Auction  Advance  is
payable,  computed on the basis of a year of  360  days  for  the
actual number of days (including the first day but excluding  the
last  day)  occurring in the period for which  such  interest  is
payable.

           SECTION I.02.  Computation of Time Periods.   In  this
Agreement  in the computation of periods of time from a specified
date  to a later specified date, the word "from" means "from  and
including"  and  the  words  "to"  and  "until"  mean   "to   but
excluding."

           SECTION I.03.  Accounting Terms.  All accounting terms
not  specifically defined herein shall be construed in accordance
with  generally  accepted accounting principles  consistent  with
those  applied  in  the  preparation of the financial  statements
referred to in Section 4.01(e) hereof.


                          ARTICLE II.

               AMOUNTS AND TERMS OF THE ADVANCES

           SECTION  II.01.  The Contract Advances.   Each  Lender
severally  agrees,  on the terms and conditions  hereinafter  set
forth, to make Contract Advances to either Borrower from time  to
time  on any Business Day during the period from the date  hereof
until  the Termination Date in an aggregate amount (with  respect
to both of the Borrowers, collectively) not to exceed at any time
outstanding  the amount set opposite such Lender's  name  on  the
signature  pages hereof or, if such Lender has entered  into  any
Assignment  and  Acceptance, set forth for  such  Lender  in  the
Register maintained by the Agent pursuant to Section 9.07(c),  as
such  amount  may  be  reduced pursuant  to  Section  2.05  (such
Lender's "Commitment"), provided that the aggregate amount of the
Commitments of the Lenders shall be deemed used from time to time
to  the  extent  of the aggregate amount of the Auction  Advances
then  outstanding and such deemed use of the aggregate amount  of
the Commitments shall be applied to the Lenders ratably according
to their respective Commitments (such deemed use of the aggregate
amount  of  the Commitments being an "Auction Reduction").   Each
Contract Borrowing shall be in an amount not less than $2,500,000
or an integral multiple of $1,000,000 in excess thereof and shall
consist of Contract Advances of the same Type and, in the case of
Eurodollar Rate Advances or Adjusted CD Rate Advances, having the
same  Interest Period made or Converted on the same  day  by  the
Lenders ratably according to their respective Commitments. Within
the  limits of each Lender's Commitment, the Borrowers  may  from
time to time borrow, prepay pursuant to Section 2.11 and reborrow
under  this Section 2.01; provided, however, that at no time  may
the  principal amount outstanding hereunder exceed the  aggregate
amount of the Commitments.

           SECTION  II.02.   Making the Contract  Advances.   (a)
Each Contract Borrowing shall be made on notice, given (i) in the
case of a Contract Borrowing comprising Adjusted CD Rate Advances
or  Eurodollar Rate Advances, not later than 11:00 A.M. (New York
City  time)  on the third Business Day prior to the date  of  the
proposed  Contract Borrowing, and (ii) in the case of a  Contract
Borrowing  comprising Base Rate Advances, not  later  than  11:00
A.M.  (New  York City time) on the date of the proposed  Contract
Borrowing,  by the applicable Borrower to the Agent, which  shall
give to each Lender prompt notice thereof. Each such notice of  a
Contract Borrowing (a "Notice of Contract Borrowing") shall be by
telecopier, telex or cable, confirmed immediately in writing,  in
substantially the form of Exhibit B-1 hereto, specifying  therein
the  requested (A) date of such Contract Borrowing, (B)  Type  of
Contract  Advances  to be made in connection with  such  Contract
Borrowing,  (C) aggregate amount of such Contract Borrowing,  and
(D)  in  the case of a Contract Borrowing comprising Adjusted  CD
Rate  Advances  or  Eurodollar Rate  Advances,  initial  Interest
Period  for each such Contract Advance. Each Lender shall, before
(x)  12:00 noon (New York City time) on the date of any  Contract
Borrowing comprising Adjusted CD Rate Advances or Eurodollar Rate
Advances, and (y) 1:00 P.M. (New York City time) on the  date  of
any  Contract  Borrowing  comprising  Base  Rate  Advances,  make
available for the account of its Applicable Lending Office to the
Agent  at  its address referred to in Section 9.02, in  same  day
funds,  such Lender's ratable portion of such Contract Borrowing.
After  the Agent's receipt of such funds and upon fulfillment  of
the  applicable  conditions set forth in Article III,  the  Agent
will make such funds available to the applicable Borrower at  the
Agent's aforesaid address.

           (b)   Each  Notice  of  Contract  Borrowing  shall  be
irrevocable and binding on the applicable Borrower.  In the  case
of  any Notice of Contract Borrowing requesting Adjusted CD  Rate
Advances  or  Eurodollar Rate Advances, the  applicable  Borrower
shall  indemnify  each Lender against any loss, cost  or  expense
incurred by such Lender as a result of any failure to fulfill  on
or before the date specified in such Notice of Contract Borrowing
for  such Contract Borrowing the applicable conditions set  forth
in  Article III, including, without limitation, any loss, cost or
expense incurred by reason of the liquidation or reemployment  of
deposits  or  other  funds acquired by such Lender  to  fund  the
Contract  Advance  to  be made by such Lender  as  part  of  such
Contract  Borrowing when such Contract Advance, as  a  result  of
such failure, is not made on such date.

          (c)  Unless the Agent shall have received notice from a
Lender  prior  to  the date of any Contract Borrowing  that  such
Lender will not make available to the Agent such Lender's ratable
portion  of  such Contract Borrowing, the Agent may  assume  that
such  Lender has made such portion available to the Agent on  the
date of such Contract Borrowing in accordance with subsection (a)
of  this  Section 2.02 and the Agent may, in reliance  upon  such
assumption,  make  available to the applicable Borrower  on  such
date  a  corresponding amount.  If and to the  extent  that  such
Lender  shall not have so made such ratable portion available  to
the Agent, such Lender and the applicable Borrower (following the
Agent's  demand  on  such  Lender for the  corresponding  amount)
severally  agree to repay to the Agent forthwith on  demand  such
corresponding amount together with interest thereon, for each day
from  the  date  such amount is made available to  such  Borrower
until the date such amount is repaid to the Agent, at (i) in  the
case  of such Borrower, the interest rate applicable at the  time
to  Contract  Advances  made  in connection  with  such  Contract
Borrowing and (ii) in the case of such Lender, the Federal  Funds
Rate.  If such Lender shall repay to the Agent such corresponding
amount,  such  amount  so repaid shall constitute  such  Lender's
Contract  Advance as part of such Contract Borrowing for purposes
of this Agreement.

           (d)   The  failure of any Lender to make the  Contract
Advance to be made by it as part of any Contract Borrowing  shall
not relieve any other Lender of its obligation, if any, hereunder
to  make  its  Contract  Advance on the  date  of  such  Contract
Borrowing, but no Lender shall be responsible for the failure  of
any  other Lender to make the Contract Advance to be made by such
other Lender on the date of any Contract Borrowing.

          SECTION II.03.  The Auction Advances.  (a)  Each Lender
severally  agrees  that  either  Borrower  may  request   Auction
Borrowings  under  this Section 2.03 from time  to  time  on  any
Business  Day  during the period from the date hereof  until  the
date  occurring  15  days prior to the Termination  Date  in  the
manner  set forth below; provided that, following the  making  of
each Auction Borrowing, the aggregate amount of the Advances then
outstanding  shall  not  exceed  the  aggregate  amount  of   the
Commitments  of  the  Lenders (computed  without  regard  to  any
Auction Reduction).

                (i)   A Borrower may request an Auction Borrowing
     by  delivering  to  the  Agent (A) by telecopier,  telex  or
     cable,  confirmed immediately in writing,  a  notice  of  an
     Auction  Borrowing  (a  "Notice of Auction  Borrowing"),  in
     substantially the form of Exhibit B-2 hereto, specifying the
     date and aggregate amount of the proposed Auction Borrowing,
     the  maturity date for repayment of each Auction Advance  to
     be  made  as part of such Auction Borrowing (which  maturity
     date  may  not  be earlier than the date occurring  14  days
     after  the date of such Auction Borrowing or later than  the
     earlier  to  occur of (1) 180 days after  the  date  of  the
     proposed  Auction  Borrowing and (2) the Termination  Date),
     the  interest payment date or dates relating thereto  (which
     shall occur at least every 90 days), and any other terms  to
     be  applicable  to such Auction Borrowing,  not  later  than
     10:00  A.M.  (New York City time) (x) at least one  Business
     Day prior to the date of the proposed Auction Borrowing,  if
     the  applicable  Borrower shall specify  in  the  Notice  of
     Auction  Borrowing that the rates of interest to be  offered
     by  the  Lenders shall be fixed rates per annum and  (y)  at
     least  five Business Days prior to the date of the  proposed
     Auction  Borrowing, if such Borrower shall  specify  in  the
     Notice of Auction Borrowing the basis (e.g., a quoted London
     interbank offered rate or the Federal Funds Rate) to be used
     by  the Lenders in determining the rates of interest  to  be
     offered by them and (B) payment in full to the Agent of  the
     aggregate  auction administration fee specified  in  Section
     2.04(b)  hereof.  The Agent, in turn, shall promptly  notify
     each  Lender  of  each  request  for  an  Auction  Borrowing
     received by it from a Borrower by sending such Lender a copy
     of the related Notice of Auction Borrowing.

                (ii)  Each Lender may, in its sole discretion, if
     it  elects to do so, irrevocably offer to make one  or  more
     Auction Advances to the applicable Borrower as part of  such
     proposed  Auction Borrowing at a rate or rates  of  interest
     specified  by  such  Lender  in  its  sole  discretion,   by
     notifying the Agent (which shall give prompt notice  thereof
     to the Borrower), before 10:00 A.M. (New York City time) (A)
     on  the date of such proposed Auction Borrowing, in the case
     of  a  Notice  of  Auction Borrowing delivered  pursuant  to
     clause  (A)(x)  of  paragraph  (i),  above,  and  (B)  three
     Business  Days  before  the date of  such  proposed  Auction
     Borrowing,  in  the  case of a Notice of  Auction  Borrowing
     delivered pursuant to clause (A)(y) of paragraph (i), above,
     of  the  minimum amount and maximum amount of  each  Auction
     Advance that such Lender would be willing to make as part of
     such  proposed Auction Borrowing (which amounts, subject  to
     the  proviso to the first sentence of this Section  2.03(a),
     may  exceed such Lender's Commitment), the rate or rates  of
     interest therefor, the basis, rate and margin used  by  such
     Lender  (if applicable) in determining the rate or rates  of
     interest  so offered and the Yield (if different  from  such
     rate  or  rates), the interest period relating  thereto  and
     such Lender's Applicable Lending Office with respect to such
     Auction Advance; provided that, if the Agent in its capacity
     as a Lender shall, in its sole discretion, elect to make any
     such  offer, it shall notify the applicable Borrower of such
     offer  before 9:00 A.M. (New York City time) on the date  on
     which notice of such election is to be given to the Agent by
     the  other Lenders.  If any Lender shall elect not  to  make
     such an offer, such Lender shall so notify the Agent, before
     10:00  A.M. (New York City time) on the date on which notice
     of  such  election is to be given to the Agent by the  other
     Lenders,  and  such  Lender shall not be obligated  to,  and
     shall  not, make any Auction Advance as part of such Auction
     Borrowing; provided that the failure by any Lender  to  give
     such  notice shall not cause such Lender to be obligated  to
     make  any  Auction Advance as part of such proposed  Auction
     Borrowing.

               (iii)  The applicable Borrower shall, in turn, (A)
     before  11:00 A.M. (New York City time) on the date of  such
     proposed  Auction  Borrowing, in the case  of  a  Notice  of
     Auction  Borrowing delivered pursuant to  clause  (A)(x)  of
     paragraph (i) above and (B) before 1:00 P.M. (New York  City
     time)  three Business Days before the date of such  proposed
     Auction  Borrowing,  in  the case of  a  Notice  of  Auction
     Borrowing  delivered pursuant to clause (A)(y) of  paragraph
     (i) above, either

                          (1)   cancel such Auction Borrowing  by
          giving the Agent notice to that effect, or

                          (2)  irrevocably accept one or more  of
          the  offers  made by any Lender or Lenders pursuant  to
          paragraph  (ii) above, in its sole discretion,  subject
          only  to  the  provisions of this paragraph  (iii),  by
          giving  notice  to  the Agent of  the  amount  of  each
          Auction  Advance (which amount shall  be  equal  to  or
          greater  than the minimum amount, and equal to or  less
          than  the maximum amount, notified to such Borrower  by
          the  Agent  on  behalf of such Lender for such  Auction
          Advance pursuant to paragraph (ii) above) to be made by
          each  Lender  as  part of such Auction  Borrowing,  and
          reject any remaining offers made by Lenders pursuant to
          paragraph (ii) above by giving the Agent notice to that
          effect;  provided,  however, that  (w)  the  applicable
          Borrower  shall  not accept an offer made  pursuant  to
          paragraph  (ii)  above, at any Yield if  such  Borrower
          shall  have,  or shall be deemed to have, rejected  any
          other offer made pursuant to paragraph (ii) above, at a
          lower  Yield, (x) if such Borrower declines to  accept,
          or  is  otherwise restricted by the provisions of  this
          Agreement   from   accepting,  the  maximum   aggregate
          principal amount of Auction Borrowings offered  at  the
          same  Yield pursuant to paragraph (ii) above, then such
          Borrower shall accept a pro rata portion of each  offer
          made at such Yield, based as nearly as possible on  the
          ratio  of the aggregate principal amount of such offers
          to   be  accepted  by  such  Borrower  to  the  maximum
          aggregate principal amount of such offers made pursuant
          to  paragraph (ii) above (rounding up or  down  to  the
          next  higher or lower multiple of $1,000,000),  (y)  no
          offer  made pursuant to paragraph (ii) above  shall  be
          accepted  unless the Auction Borrowing  in  respect  of
          such offer is in an integral multiple of $1,000,000 and
          the  aggregate amount of such offers accepted  by  such
          Borrower  is equal to at least $2,500,000, and  (z)  no
          offer  made pursuant to paragraph (ii) above  shall  be
          accepted  at  any interest rate in excess of  the  Base
          Rate  then in effect plus 2% per annum (or such  higher
          rate  as may be permitted by applicable law, regulation
          or order).

     Any  offer  or offers made pursuant to paragraph (ii)  above
     not   expressly  accepted  or  rejected  by  the  applicable
     Borrower  in accordance with this paragraph (iii)  shall  be
     deemed to have been rejected by such Borrower.

                (iv)   If  the  applicable Borrower notifies  the
     Agent  that  such Auction Borrowing is canceled pursuant  to
     clause  (1)  of paragraph (iii) above, the Agent shall  give
     prompt  notice  thereof  to  the Lenders  and  such  Auction
     Borrowing shall not be made.

                (v)   If the applicable Borrower accepts  one  or
     more of the offers made by any Lender or Lenders pursuant to
     clause (2) of paragraph (iii) above, the Agent shall in turn
     promptly  notify (A) each Lender that has made an  offer  as
     described in paragraph (ii) above, of the date and aggregate
     amount  of  such Auction Borrowing and whether  or  not  any
     offer  or  offers made by such Lender pursuant to  paragraph
     (ii)  above  have been accepted by such Borrower,  (B)  each
     Lender  that is to make an Auction Advance as part  of  such
     Auction  Borrowing of the amount of each Auction Advance  to
     be  made  by  such Lender as part of such Auction Borrowing,
     and  (C)  each Lender that is to make an Auction Advance  as
     part of such Auction Borrowing, upon receipt, that the Agent
     has  received  forms of documents appearing to  fulfill  the
     applicable conditions set forth in Article III.  Each Lender
     that  is  to make an Auction Advance as part of such Auction
     Borrowing shall, before 12:00 noon (New York City  time)  on
     the  date of such Auction Borrowing specified in the  notice
     received  from  the  Agent pursuant to  clause  (A)  of  the
     preceding sentence or any later time when such Lender  shall
     have  received notice from the Agent pursuant to clause  (C)
     of the preceding sentence, make available for the account of
     its  Applicable Lending Office to the Agent at  its  address
     referred  to in Section 9.02 such Lender's portion  of  such
     Auction  Borrowing, in same day funds.  Upon fulfillment  of
     the applicable conditions set forth in Article III and after
     receipt by the Agent of such funds, the Agent will make such
     funds  available to the applicable Borrower at  the  Agent's
     aforesaid address. Promptly after each Auction Borrowing the
     Agent  will notify each Lender of the amount of the  Auction
     Borrowing,  the consequent Auction Reduction and  the  dates
     upon   which  such  Auction  Reduction  commenced  and  will
     terminate.

                (vi)   If the applicable Borrower accepts one  or
     more of the offers made by any Lender pursuant to clause (B)
     of paragraph (iii) above, such Borrower shall indemnify such
     Lender  against any loss, cost or expense incurred  by  such
     Lender  as  a  result  of any failure by  such  Borrower  to
     fulfill  on  or before the date specified for  such  Auction
     Borrowing  the  applicable conditions set forth  in  Article
     III,  including,  without  limitation,  any  loss,  cost  or
     expense   incurred   by  reason  of   the   liquidation   or
     redeployment  of  deposits or other funds acquired  by  such
     Lender to fund the Auction Advance to be made by such Lender
     as part of such Auction Borrowing when such Auction Advance,
     as a result of such failure, is not made on such date.

           (b)  Each Auction Borrowing shall be in an amount  not
less  than  $2,500,000 or an integral multiple of  $1,000,000  in
excess   thereof  and,  following  the  making  of  each  Auction
Borrowing,  the  Borrower  shall  be  in  compliance   with   the
limitation  set  forth in the proviso to the  first  sentence  of
subsection (a) above.

           (c)  Within the limits and on the conditions set forth
in  this  Section 2.03, a Borrower may from time to  time  borrow
under  this  Section 2.03, repay or prepay pursuant to subsection
(d) below, and reborrow under this Section 2.03, provided that an
Auction Borrowing shall not be made within three Business Days of
the date of any other Auction Borrowing.

           (d)   The applicable Borrower shall repay to the Agent
for  the account of each Lender that has made an Auction Advance,
or  each other holder of an Auction Note, on the maturity date of
each Auction Advance (such maturity date being that specified  by
such  Borrower  for  repayment of such  Auction  Advance  in  the
related  Notice  of  Auction  Borrowing  delivered  pursuant   to
subsection  (a)(i)  above  and  provided  in  the  Auction   Note
evidencing  such  Auction  Advance), the  then  unpaid  principal
amount  of such Auction Advance.  A Borrower shall have no  right
to prepay any principal amount of any Auction Advance unless, and
then  only  on  the  terms, specified by such Borrower  for  such
Auction  Advance  in  the  related Notice  of  Auction  Borrowing
delivered pursuant to subsection (a)(i)(A) above and set forth in
the Auction Note evidencing such Auction Advance.

           (e)  The applicable Borrower shall pay interest on the
unpaid principal amount of each Auction Advance from the date  of
such  Auction  Advance to the date the principal amount  of  such
Auction  Advance is repaid in full, at the rate of  interest  for
such  Auction Advance specified by the Lender making such Auction
Advance in its notice with respect thereto delivered pursuant  to
subsection (a)(ii) above, payable on the interest payment date or
dates specified by  such Borrower for such Auction Advance in the
related  Notice  of  Auction  Borrowing  delivered  pursuant   to
subsection  (a)(i)  above,  as  provided  in  the  Auction   Note
evidencing such Auction Advance; provided, however, that, if  and
for  so  long as a Prepayment Event or an Event of Default  shall
have  occurred and be continuing, the unpaid principal amount  of
each  Auction  Advance shall (to the fullest extent permitted  by
law)  bear interest until paid in full at a rate per annum  equal
at  all  times  to the Base Rate plus 2% per annum, payable  upon
demand.

           (f)   The  indebtedness  of  the  applicable  Borrower
resulting from each Auction Advance made to such Borrower as part
of  an Auction Borrowing shall be evidenced by a separate Auction
Note  of such Borrower payable to the order of the Lender  making
such Auction Advance.

           SECTION  II.04.  Fees.  Entergy agrees to pay  to  the
Agent  for  the account of each Lender a commitment  fee  on  the
average daily unused portion of such Lender's Commitment (without
giving  effect to any Auction Reduction) from the date hereof  in
the  case of each Bank, and from the effective date specified  in
the  Assignment  and Acceptance pursuant to  which  it  became  a
Lender,  in  the case of each other Lender, until the earlier  to
occur of the Termination Date and, in the case of the termination
in  whole of a Lender's Commitment pursuant to Section 2.05,  the
date  of such termination, payable on the last day of each March,
June,  September  and December during such  period,  and  on  the
Termination  Date,  at  the  rate  per  annum  set  forth   below
determined by reference to combined Senior Debt Ratings from time
to  time  of  the two Significant Subsidiaries (other than  SERI)
having the highest Senior Debt Ratings:

                                   Significant Subsidiary with
                                   highest Senior Debt Rating

                           A- and     BBB+ and   BBB- and   BB +
                           A3         Baal or    Baa3       and/or
              Senior       or above   BBB and    or split   Bal or
              Debt                    Baa2       rated      below
              Rating                  or split   above
                                      rated
                                      above 
                                      
              A-and A3      0.125%     0.1375%    0.18%      0.23%
              or above
Significant   BBB+ and      0.1375%     0.17%    0.1875%     0.25%
Subsidiary    Baa1 or
with next     BBB and
highest       Baa2
Senior Debt   or
Rating        split rated
              above
      
              BBB- and       0.18%     0.1875%    0.20%      0.30%
              Baa3
              or
              split rated
              above
              BB+ and/or     0.23%      0.25%     0.30%      0.30%
              Bal
              or below
              or unrated

Any change in the commitment fee will be effective as of the date
on  which  S&P  or  Moody's, as the case may  be,  announces  the
applicable change in any Senior Debt Rating.

          SECTION II.05. (a) Reduction of the Commitments.    (i)
Entergy shall have the right, upon at least three Business  Days'
notice  to the Agent, to terminate in whole or reduce ratably  in
part  the  unused portions of the respective Commitments  of  the
Lenders, provided that the aggregate amount of the Commitments of
the  Lenders shall not be reduced to an amount that is less  than
the  aggregate  principal  amount of the  Auction  Advances  then
outstanding,  and provided, further, that each partial  reduction
shall  be  in  the aggregate amount of $1,000,000 or an  integral
multiple thereof.

           (ii)   Notwithstanding  any other  provision  of  this
Agreement  or  the  Notes  (and without  further  notice  to  the
Borrowers),  364 days following the date, if any,  on  which  the
combined  Senior Debt Ratings of the two Significant Subsidiaries
(other than SERI) having the highest Senior Debt Ratings shall be
BB+ or Bal or below, the Commitments hereunder shall terminate in
whole and this Agreement shall terminate.

    (b) Increase of the Commitments. (i)  Entergy may, by written 
notice to the Agent (an "Increase Notice") substantially in the form  
of Schedule 2.05(b) hereto, request that the aggregate Commitments
be  increased up to the amount specified therein, which shall  be
an  integral multiple of $5,000,000 and shall not be greater than
$300,000,000  effective on the date specified  in  such  Increase
Notice  (the  "Increase Date"), which shall  be  a  Business  Day
occurring not less than 25 (unless otherwise agreed to in writing
by  the  Lenders and the Agent) nor more than 30 days  after  the
date on which the Increase Notice shall have been given, and such
notice  shall specify the requested amount by which the aggregate
amount  of the Commitments is to increase, the names of  any  new
proposed  lenders  hereunder and the  amount  of  their  proposed
Commitments and, if the amount by which the aggregate  amount  of
the  Commitments  is requested to be increased shall  exceed  the
aggregate amount of the Commitments of such new proposed lenders,
the  amount by which the Commitments of the existing Lenders  are
requested  to  be  increased.   Promptly  upon  receipt  of  such
Increase Notice from Entergy, the Agent shall notify the  Lenders
of  the  contents  thereof.   If applicable,  each  Lender  shall
provide written notice to the Agent, no later than 21 days  after
the  date  on which the Increase Notice shall have been given  to
the Agent, of the amount, if any, by which such Lender agrees  to
increase  its Commitment.  Promptly upon receipt of  such  notice
from  any  Lender the Agent shall notify Entergy of the  contents
thereof.   Upon the effectiveness of the increase in  Commitments
pursuant  to  clause (ii) below, each of the  new  lenders  shall
execute  and  deliver  a  counterpart  of  this  Agreement,  this
Agreement  shall  be amended by the Borrowers and  the  Agent  to
reflect  the increase, if any, in the Commitment of any  existing
Lender  and the identity and Commitments of such new lenders  and
such  new lenders shall be and become Lenders hereunder  for  all
purposes  hereof  and of the Loan Documents.  In connection  with
any  such  increase, the Borrowers shall execute and deliver  new
Notes  to  appropriately  reflect such new  Commitments  and  the
Lenders  (including such new lenders) shall effect such purchases
and  sales among themselves of portions of the outstanding  Loans
as  shall  be necessary to reflect such Commitments, as specified
by  the  Agent, and, in connection with such purchases and sales,
the  applicable  Borrower shall pay to each  affected  Lender  an
amount  equal to the amount such Borrower would have had  to  pay
pursuant  to Section 9.04(b) if such Loans, or portions  thereof,
were prepaid on such Increase Date.

          (ii)  An increase in Commitments shall become effective
on  the Increase Date so long as each of the following conditions
shall  have been fulfilled on and as of such date:  (A) the Agent
shall  have  consented  (such  consent  not  to  be  unreasonably
withheld)  to  any  such new lenders and  to  such  increases  in
Commitments,  (B)  the  Agent shall  have  received  opinions  of
counsel  to  the Borrowers in form and substance satisfactory  to
the  Agent,  (C)  lenders who agree to become  Lenders  hereunder
shall  have  provided Commitments, together  with  the  increased
Commitments  of Lenders who shall have agreed to an  increase  of
their Commitments, in an aggregate amount equal to the amount  of
the requested increase in the aggregate amount of the Commitments
set  forth  in  the  Increase Notice, (D) the conditions  to  the
making of Loans set forth in clause (i) of Section 3.02 shall  be
fulfilled  on and as of such Increase Date as if Loans were  made
thereon  and  (E)  the  Agent  shall  have  received  such  other
instruments and documents, in form and substance satisfactory  to
it, as it shall have reasonably requested.

           SECTION  II.06.  Repayment of Contract Advances.   The
Borrowers  shall  repay  the principal amount  of  each  Contract
Advance made by each Lender in accordance with the Contract  Note
to  the  order of such Lender and in any event no later than  the
Termination Date.

           SECTION  II.07.  Interest on Contract  Advances.   The
applicable  Borrower shall pay interest on the  unpaid  principal
amount of each Contract Advance made by each Lender from the date
of  such  Contract Advance until such principal amount  shall  be
paid in full, at the following rates per annum:

          (a)  Base Rate Advances.  If such Contract Advance is a
Base  Rate  Advance, a rate per annum equal at all times  to  the
Base  Rate in effect from time to time, payable quarterly on  the
last  day of each March, June, September and December and on  the
date such Base Rate Advance shall be Converted or paid in full.

           (b)   Adjusted  CD  Rate Advances.  If  such  Contract
Advance is an Adjusted CD Rate Advance, a rate per annum equal at
all times during the Interest Period for such Contract Advance to
the sum of the Adjusted CD Rate for such Interest Period plus the
Applicable  Margin  for such Adjusted CD Rate Advance  in  effect
from  time  to  time, payable on the last day  of  each  Interest
Period  for  such Adjusted CD Rate Advance and on the  date  such
Adjusted CD Rate Advance shall be Converted or paid in full  and,
if  such Interest Period has a duration of more than 90 days,  on
each  day that occurs during such Interest Period every  90  days
from the first day of such Interest Period.

           (c)   Eurodollar  Rate Advances.  Subject  to  Section
2.08,  if  such Contract Advance is a Eurodollar Rate Advance,  a
rate per annum equal at all times during the Interest Period  for
such  Contract Advance to the sum of the Eurodollar Rate for such
Interest  Period  plus the Applicable Margin for such  Eurodollar
Rate Advance in effect from time to time, payable on the last day
of  each Interest Period for such Eurodollar Rate Advance and  on
the  date such Eurodollar Rate Advance shall be Converted or paid
in  full and, if such Interest Period has a duration of more than
three months, on each day that occurs during such Interest Period
every three months from the first day of such Interest Period.

           SECTION II.08.  Additional Interest on Eurodollar Rate
Advances.   The applicable Borrower shall pay to each Lender,  so
long  as such Lender shall be required under regulations  of  the
Board  of  Governors  of the Federal Reserve System  to  maintain
reserves with respect to liabilities or assets consisting  of  or
including  Eurocurrency Liabilities, additional interest  on  the
unpaid  principal amount of each Eurodollar Rate Advance of  such
Lender,  from  the  date  of  such Contract  Advance  until  such
principal  amount is paid in full, at an interest rate per  annum
equal  at all times to the remainder obtained by subtracting  (i)
the  Eurodollar  Rate for the Interest Period for  such  Contract
Advance  from (ii) the rate obtained by dividing such  Eurodollar
Rate  by  a  percentage equal to 100% minus the  Eurodollar  Rate
Reserve  Percentage  of  such Lender for  such  Interest  Period,
payable  on  each  date  on which interest  is  payable  on  such
Contract Advance. Such additional interest shall be determined by
such  Lender and notified to the applicable Borrower through  the
Agent, and such determination shall be conclusive and binding for
all purposes, absent manifest error.

           SECTION II.09.  Interest Rate Determination.  (a)  The
Reference  Bank agrees to furnish to the Agent timely information
for  the  purpose  of  determining  each  Adjusted  CD  Rate   or
Eurodollar Rate, as applicable.

           (b)   The  Agent  shall  give  prompt  notice  to  the
applicable  Borrower  and the Lenders of the applicable  interest
rate determined by the Agent for purposes of Section 2.07(a), (b)
or  (c),  and  the  applicable rate, if  any,  furnished  by  the
Reference  Bank  for  the purpose of determining  the  applicable
interest rate under Section 2.07(b) or (c).

           (c)   If  the Reference Bank shall not furnish  timely
information to the Agent for determining the Adjusted CD Rate for
any  Adjusted  CD Rate Advances, or the Eurodollar Rate  for  any
Eurodollar Rate Advances,

                 (i)   the  Agent  shall  forthwith  notify   the
     applicable  Borrower and the Lenders that the interest  rate
     cannot  be determined for such Adjusted CD Rate Advances  or
     Eurodollar Rate Advances, as the case may be,

               (ii)  each such Advance will automatically, on the
     last  day  of  the  then existing Interest Period  therefor,
     Convert  into  a Base Rate Advance (or, if such  Advance  is
     then  a  Base  Rate Advance, will continue as  a  Base  Rate
     Advance), and

                (iii)  the obligation of the Lenders to make,  or
     to Convert Contract Advances into, Adjusted CD Rate Advances
     or  Eurodollar Rate Advances, as the case may be,  shall  be
     suspended until the Agent shall notify the Borrowers and the
     Lenders  that  the circumstances causing such suspension  no
     longer exist.

           (d)  If, with respect to any Eurodollar Rate Advances,
the  Majority  Lenders notify the Agent that the Eurodollar  Rate
for  any  Interest Period for such Advances will  not  adequately
reflect  the cost to such Majority Lenders of making, funding  or
maintaining  their respective Eurodollar Rate Advances  for  such
Interest  Period,  the  Agent  shall  forthwith  so  notify   the
applicable Borrower and the Lenders, whereupon

                 (i)    each   Eurodollar   Rate   Advance   will
     automatically, on the last day of the then existing Interest
     Period therefor, Convert into a Base Rate Advance, and

               (ii)  the obligation of the Lenders to make, or to
     Convert  Contract  Advances into, Eurodollar  Rate  Advances
     shall  be  suspended  until  the  Agent  shall  notify   the
     Borrowers  and  the  Lenders that the circumstances  causing
     such suspension no longer exist.

      SECTION.10. Conversion of Contract Advances. (a) Voluntary. 
The applicable Borrower may, upon notice given to the Agent not 
later than 11:00 A.M. (New York City time) on the third Business 
Day prior to the date of the proposed Conversion and subject to  
the provisions of Sections 2.09 and 2.13, on any Business Day, 
Convert all Contract Advances of one Type made in connection with 
the same Contract Borrowing into Advances of another Type; provided, 
however, that any Conversion of, or with respect to, any Adjusted  
CD Rate Advances or Eurodollar Rate Advances into Advances of another
Type  shall be made on, and only on, the last day of an  Interest
Period  for  such  Adjusted CD Rate Advances or  Eurodollar  Rate
Advances, unless the applicable Borrower shall also reimburse the
Lenders  in  respect thereof pursuant to Section 9.04(b)  on  the
date  of  such  Conversion. Each such notice of a  Conversion  (a
"Notice  of Conversion") shall be by telecopier, telex or  cable,
confirmed  immediately in writing, in substantially the  form  of
Exhibit  B-3  hereto, specifying therein (i)  the  date  of  such
Conversion, (ii) the Contract Advances to be Converted, and (iii)
if  such Conversion is into, or with respect to, Adjusted CD Rate
Advances  or  Eurodollar  Rate  Advances,  the  duration  of  the
Interest Period for each such Contract Advance.

          (b)  Mandatory.  If a Borrower shall fail to select the
Type  of  any  Contract Advance or the duration of  any  Interest
Period  for  any  Contract Borrowing comprising  Eurodollar  Rate
Advances  or  Adjusted CD Rate Advances in  accordance  with  the
provisions  contained in the definition of "Interest  Period"  in
Section  1.01 and Section 2.10(a), or if any proposed  Conversion
of  a  Contract  Borrowing  that is to comprise  Eurodollar  Rate
Advances  or Adjusted CD Rate Advances upon Conversion shall  not
occur as a result of the circumstances described in paragraph (c)
below,  the Agent will forthwith so notify such Borrower and  the
Lenders, and such Advances will automatically, on the last day of
the  then  existing Interest Period therefor, Convert  into  Base
Rate Advances.

           (c)   Failure  to Convert.  Each Notice of  Conversion
given  pursuant to subsection (a) above shall be irrevocable  and
binding  on the applicable Borrower.  In the case of any Contract
Borrowing  that  is  to  comprise  Eurodollar  Rate  Advances  or
Adjusted   CD  Rate  Advances  upon  Conversion,  the  applicable
Borrower  agrees to indemnify each Lender against any loss,  cost
or expense incurred by such Lender if, as a result of the failure
of  such  Borrower  to satisfy any condition to  such  Conversion
(including, without limitation, the occurrence of any  Prepayment
Event or Event of Default, or any event that would constitute  an
Event  of  Default or a Prepayment Event with notice or lapse  of
time  or  both), such Conversion does not occur.  The  Borrower's
obligations under this subsection (c) shall survive the repayment
of  all  other amounts owing to the Lenders and the  Agent  under
this  Agreement  and  the  Notes  and  the  termination  of   the
Commitments.

           SECTION   .11.  Prepayments.  The applicable  Borrower
may, upon at least two Business Days' notice to the Agent stating
the   proposed  date  and  aggregate  principal  amount  of   the
prepayment,  and  if  such notice is given such  Borrower  shall,
prepay the outstanding principal amounts of the Advances made  as
part  of the same Contract Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment  on
the  principal amount prepaid; provided, however, that  (i)  each
partial prepayment shall be in an aggregate principal amount  not
less  than  $1,000,000 or any integral multiple  of  $100,000  in
excess thereof and (ii) in the case of any such prepayment of  an
Adjusted  CD  Advance or Eurodollar Rate Advance, the  applicable
Borrower  shall be obligated to reimburse the Lenders in  respect
thereof  pursuant  to  Section  9.04(b)  on  the  date  of   such
prepayment.

          SECTION  .12.  Increased Costs.  (a)  If, due to either
(i)  the introduction of or any change (other than any change  by
way  of  imposition or increase of reserve requirements,  in  the
case  of  Adjusted CD Rate Advances, included in the Adjusted  CD
Rate  Reserve  Percentage  or, in the  case  of  Eurodollar  Rate
Advances, included in the Eurodollar Rate Reserve Percentage)  in
or  in  the interpretation of any law or regulation or  (ii)  the
compliance with any guideline or request from any central bank or
other governmental authority (whether or not having the force  of
law),  there shall be any increase in the cost to any  Lender  of
agreeing  to  make or making, funding or maintaining Adjusted  CD
Rate  Advances  or Eurodollar Rate Advances, then  Entergy  shall
from  time  to time, upon demand by such Lender (with a  copy  of
such  demand to the Agent), pay to the Agent for the  account  of
such  Lender  additional amounts sufficient  to  compensate  such
Lender  for such increased cost.  A certificate as to the  amount
of  such  increased cost, submitted to Entergy and the  Agent  by
such  Lender,  shall be conclusive and binding for all  purposes,
absent manifest error.

           (b)  If any Lender determines that compliance with any
law  or  regulation or any guideline or request from any  central
bank  or other governmental authority (whether or not having  the
force  of  law)  affects or would affect the  amount  of  capital
required  or  expected to be maintained by  such  Lender  or  any
corporation controlling such Lender and that the amount  of  such
capital  is  increased  by or based upon the  existence  of  such
Lender's  commitment to lend hereunder and other  commitments  of
this  type (including such Lender's commitment to lend hereunder)
or the Advances, then, upon demand by such Lender (with a copy of
such  demand to the Agent), Entergy shall immediately pay to  the
Agent  for  the  account of such Lender, from  time  to  time  as
specified  by  such  Lender,  additional  amounts  sufficient  to
compensate such Lender or such corporation in the light  of  such
circumstances,   to  the  extent  that  such  Lender   reasonably
determines  such  increase in capital  to  be  allocable  to  the
existence  of such Lender's commitment to lend hereunder  or  the
Advances made by such Lender.  A certificate in reasonable detail
as  to  such amounts submitted to Entergy and the Agent  by  such
Lender  shall be conclusive and binding for all purposes,  absent
manifest error.

           SECTION  .13.  Illegality.  Notwithstanding any  other
provision of this Agreement, if any Lender shall notify the Agent
that  the  introduction of or any change  in  or  change  in  the
interpretation of any law or regulation makes it unlawful, or any
central bank or other governmental authority asserts that  it  is
unlawful,  for  any  Lender or its Eurodollar Lending  Office  to
perform  its  obligations  hereunder  to  make  Eurodollar   Rate
Advances   or  to  fund  or  maintain  Eurodollar  Rate  Advances
hereunder,  (i)  the obligation of the Lenders  to  make,  or  to
Convert Contract Advances into, Eurodollar Rate Advances shall be
suspended  until  the Agent shall notify the  Borrowers  and  the
Lenders that the circumstances causing such suspension no  longer
exist  and (ii) the Borrowers shall forthwith prepay in full  all
Eurodollar   Rate  Advances  of  all  Lenders  then  outstanding,
together  with interest accrued thereon unless, in  the  case  of
either  Borrower,  such Borrower, within five  Business  Days  of
notice  from the Agent, Converts all Eurodollar Rate Advances  of
all  Lenders  then outstanding into Advances of another  Type  in
accordance with Section 2.10.

           SECTION   .14.  Payments and Computations.   (a)   The
Borrowers  shall make each payment hereunder and under the  Notes
not  later than 12:00 noon (New York City time) on the  day  when
due  in U.S. dollars to the Agent at its address referred  to  in
Section  9.02  in  same  day  funds.   The  Agent  will  promptly
thereafter  cause to be distributed like funds  relating  to  the
payment  of  principal  or  interest or commitment  fees  ratably
(other  than  amounts payable pursuant to Section 2.02(c),  2.03,
2.08,  2.12, 2.15 or 9.04(b)) to the Lenders for the  account  of
their  respective  Applicable Lending  Offices,  and  like  funds
relating to the payment of any other amount payable to any Lender
to  such Lender for the account of its Applicable Lending Office,
in  each case to be applied in accordance with the terms of  this
Agreement.   Upon its acceptance of an Assignment and  Acceptance
and  recording  of  the  information  contained  therein  in  the
Register  pursuant  to  Section  9.07(d),  from  and  after   the
effective  date specified in such Assignment and Acceptance,  the
Agent  shall make all payments hereunder and under the  Notes  in
respect  of the interest assigned thereby to the Lender  assignee
thereunder,  and  the parties to such Assignment  and  Acceptance
shall  make  all  appropriate adjustments in  such  payments  for
periods prior to such effective date directly between themselves.

           (b)   The  applicable Borrower hereby authorizes  each
Lender, if and to the extent payment owed to such Lender  is  not
made when due hereunder or under any Note held by such Lender, to
charge  from time to time to the extent permitted by law  against
any  or  all  of  such Borrower's accounts with such  Lender  any
amount so due.

           (c)   All  computations of interest based on the  Base
Rate shall be made by the Agent on the basis of a year of 365  or
366  days,  as the case may be, and all computations of  interest
based on the Adjusted CD Rate, the Eurodollar Rate or the Federal
Funds Rate and of commitment fees and interest payable on Auction
Advances  shall  be  made by the Agent, and all  computations  of
interest  pursuant to Section 2.08 shall be made by a Lender,  on
the  basis  of  a year of 360 days, in each case for  the  actual
number  of days (including the first day but excluding  the  last
day)  occurring  in  the  period  for  which  such  interest   or
commitment  fees are payable.  Each determination  by  the  Agent
(or,  in  the  case of Section 2.08, by a Lender) of an  interest
rate  hereunder shall be conclusive and binding for all purposes,
absent manifest error.

           (d)  Whenever any payment hereunder or under the Notes
shall  be  stated to be due on a day other than a  Business  Day,
such  payment shall be made on the next succeeding Business  Day,
and  such extension of time shall in such case be included in the
computation of payment of interest or commitment fee, as the case
may  be; provided, however, if such extension would cause payment
of  interest  on or principal of Eurodollar Rate Advances  to  be
made in the next following calendar month, such payment shall  be
made on the next preceding Business Day.

           (e)   Unless the Agent shall have received notice from
the applicable Borrower prior to the date on which any payment is
due  to  the Lenders hereunder that such Borrower will  not  make
such payment in full, the Agent may assume that such Borrower has
made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to
each  Lender on such due date an amount equal to the amount  then
due  such Lender.  If and to the extent that such Borrower  shall
not  have so made such payment in full to the Agent, each  Lender
shall  repay  to  the  Agent  forthwith  on  demand  such  amount
distributed  to such Lender together with interest  thereon,  for
each  day from the date such amount is distributed to such Lender
until  the  date such Lender repays such amount to the Agent,  at
the Federal Funds Rate.

          (f)  Notwithstanding anything to the contrary contained
herein,  any amount payable by a Borrower hereunder or under  any
Note  that  is not paid when due (whether at stated maturity,  by
acceleration or otherwise) shall, to the fullest extent permitted
by  law, bear interest from the date when due until paid in  full
at  a rate per annum equal at all times to the Base Rate plus 2%,
payable upon demand.

          SECTION  .15.  Taxes.  (a)  Any and all payments by the
Borrowers hereunder or under the Contract Notes shall be made, in
accordance  with  Section 2.14, free and  clear  of  and  without
deduction  for  any  and  all present or  future  taxes,  levies,
imposts, deductions, charges or withholdings, and all liabilities
with  respect thereto, excluding, in the case of each Lender  and
the  Agent,  taxes  imposed on its income,  and  franchise  taxes
imposed  on it, by the jurisdiction under the laws of which  such
Lender  or  the  Agent (as the case may be) is organized  or  any
political  subdivision thereof and, in the case of  each  Lender,
taxes  imposed on its income, and franchise taxes imposed on  it,
by the jurisdiction of such Lender's Applicable Lending Office or
any  political subdivision thereof (all such non-excluded  taxes,
levies,   imposts,   deductions,   charges,   withholdings    and
liabilities  being  hereinafter referred to  as  "Taxes").  If  a
Borrower shall be required by law to deduct any Taxes from or  in
respect  of  any sum payable hereunder or under any Note  to  any
Lender  or  the Agent, (i) the sum payable shall be increased  as
may  be  necessary  so that after making all required  deductions
(including deductions applicable to additional sums payable under
this Section 2.15) such Lender or the Agent (as the case may  be)
receives an amount equal to the sum it would have received had no
such  deductions  been made, (ii) such Borrower shall  make  such
deductions  and  (iii) such Borrower shall pay  the  full  amount
deducted to the relevant taxation authority or other authority in
accordance with applicable law.

          (b)  In addition, the applicable Borrower agrees to pay
any  present  or future stamp or documentary taxes or  any  other
excise  or  property taxes, charges or similar levies that  arise
from  any  payment made hereunder or under the Notes or from  the
execution, delivery or registration of, or otherwise with respect
to,  this  Agreement  or the Notes (hereinafter  referred  to  as
"Other Taxes").

          (c)  The applicable Borrower will indemnify each Lender
and  the  Agent  for  the full amount of  Taxes  or  Other  Taxes
(including, without limitation, any Taxes or Other Taxes  imposed
by  any jurisdiction on amounts payable under this Section  2.15)
paid  by  such Lender or the Agent (as the case may be)  and  any
liability  (including penalties, interest and  expenses)  arising
therefrom or with respect thereto, whether or not such  Taxes  or
Other   Taxes   were   correctly  or  legally   asserted.    This
indemnification shall be made within 30 days from the  date  such
Lender  or  the  Agent (as the case may be) makes written  demand
therefor.   Nothing  herein  shall preclude  the  right  of  such
Borrower  to contest any such Taxes or Other Taxes so  paid,  and
the  Lenders in question or the Agent (as the case may be)  will,
following notice from, and at the expense of, such Borrower, take
such  actions as such Borrower may reasonably request to preserve
such Borrower's rights to contest such Taxes or Other Taxes, and,
promptly following receipt of any refund of amounts with  respect
to  Taxes or Other Taxes for which such Lenders or the Agent were
previously  indemnified  under this Section  2.15,  pay  to  such
Borrower  such refunded amounts (including any interest  paid  by
the relevant taxing authority with respect to such amounts).

           (d)  Prior to the date of the initial Borrowing in the
case  of  each  Bank,  and  on the date  of  the  Assignment  and
Acceptance  pursuant to which it became a Lender in the  case  of
each  other Lender, and from time to time thereafter if requested
by  Entergy or the Agent, each Lender organized under the laws of
a  jurisdiction outside the United States shall provide the Agent
and  Entergy  with  the forms prescribed by the Internal  Revenue
Service  of  the  United States certifying that  such  Lender  is
exempt  from United States withholding taxes with respect to  all
payments to be made to such Lender hereunder and under the Notes.
If  for  any reason during the term of this Agreement, any Lender
becomes  unable  to submit the forms referred  to  above  or  the
information  or representations contained therein are  no  longer
accurate  in any material respect, such Lender shall  notify  the
Agent and Entergy in writing to that effect.  Unless Entergy  and
the  Agent  have  received forms or  exempt  from  United  States
withholding taxes with respect to all payments to be made to such
Lender  hereunder and under the Notes.  If for any reason  during
the  term of this Agreement, any Lender becomes unable to  submit
the forms referred to above or the information or representations
contained therein are no longer accurate in any material respect,
such Lender shall notify the Agent and Entergy in writing to that
effect.   Unless  Entergy and the Agent have  received  forms  or
exempt  from United States withholding taxes with respect to  all
payments to be made to such Lender hereunder and under the Notes.
If  for  any reason during the term of this Agreement, any Lender
becomes  unable  to submit the forms referred  to  above  or  the
information  or representations contained therein are  no  longer
accurate  in any material respect, such Lender shall  notify  the
Agent and Entergy in writing to that effect.  Unless Entergy  and
the  Agent  have  received forms or  exempt  from  United  States
withholding taxes with respect to all payments to be made to such
Lender  hereunder and under the Notes.  If for any reason  during
the  term of this Agreement, any Lender becomes unable to  submit
the forms referred to above or the information or representations
contained therein are no longer accurate in any material respect,
such Lender shall notify the Agent and Entergy in writing to that
effect.   Unless  Entergy and the Agent have  received  forms  or
exempt  from United States withholding taxes with respect to  all
payments to be made to such Lender hereunder and under the Notes.
If  for  any reason during the term of this Agreement, any Lender
becomes  unable  to submit the forms referred  to  above  or  the
information  or representations contained therein are  no  longer
accurate  in any material respect, such Lender shall  notify  the
Agent and Entergy in writing to that effect.  Unless Entergy  and
the  Agent  have  received forms or  exempt  from  United  States
withholding taxes with respect to all payments to be made to such
Lender  hereunder and under the Notes.  If for any reason  during
the  term of this Agreement, any Lender becomes unable to  submit
the forms referred to above or the information or representations
contained therein are no longer accurate in any material respect,
such Lender shall notify the Agent and Entergy in writing to that
effect.   Unless  Entergy and the Agent have  received  forms  or
exempt  from United States withholding taxes with respect to  all
payments to be made to such Lender hereunder and under the Notes.
If  for  any reason during the term of this Agreement, any Lender
becomes  unable  to submit the forms referred  to  above  or  the
information  or representations contained therein are  no  longer
accurate  in any material respect, such Lender shall  notify  the
Agent and Entergy in writing to that effect.  Unless Entergy  and
the  Agent  have  received forms or  exempt  from  United  States
withholding taxes with respect to all payments to be made to such
Lender  hereunder and under the Notes.  If for any reason  during
the  term of this Agreement, any Lender becomes unable to  submit
the forms referred to above or the information or representations
contained therein are no longer accurate in any material respect,
such Lender shall notify the Agent and Entergy in writing to that
effect.   Unless  Entergy and the Agent have  received  forms  or
exempt  from United States withholding taxes with respect to  all
payments to be made to such Lender hereunder and under the Notes.
If  for  any reason during the term of this Agreement, any Lender
becomes  unable  to submit the forms referred  to  above  or  the
information  or representations contained therein are  no  longer
accurate  in any material respect, such Lender shall  notify  the
Agent and Entergy in writing to that effect.  Unless Entergy  and
the  Agent  have  received forms or  exempt  from  United  States
withholding taxes with respect to all payments to be made to such
Lender  hereunder and under the Notes.  If for any reason  during
the  term of this Agreement, any Lender becomes unable to  submit
the forms referred to above or the information or representations
contained therein are no longer accurate in any material respect,
such Lender shall notify the Agent and Entergy in writing to that
effect.   Unless  Entergy and the Agent have  received  forms  or
exempt  from United States withholding taxes with respect to  all
payments to be made to such Lender hereunder and under the Notes.
If  for  any reason during the term of this Agreement, any Lender
becomes  unable  to submit the forms referred  to  above  or  the
information  or representations contained therein are  no  longer
accurate  in any material respect, such Lender shall  notify  the
Agent and Entergy in writing to that effect.  Unless Entergy  and
the  Agent  have  received forms or  exempt  from  United  States
withholding taxes with respect to all payments to be made to such
Lender  hereunder and under the Notes.  If for any reason  during
the  term of this Agreement, any Lender becomes unable to  submit
the forms referred to above or the information or representations
contained therein are no longer accurate in any material respect,
such Lender shall notify the Agent and Entergy in writing to that
effect.   Unless  Entergy and the Agent have  received  forms  or
exempt  from United States withholding taxes with respect to  all
payments to be made to such Lender hereunder and under the Notes.
If  for  any reason during the term of this Agreement, any Lender
becomes  unable  to submit the forms referred  to  above  or  the
information  or representations contained therein are  no  longer
accurate  in any material respect, such Lender shall  notify  the
Agent and Entergy in writing to that effect.  Unless Entergy  and
the  Agent  have  received forms or  exempt  from  United  States
withholding taxes with respect to all payments to be made to such
Lender  hereunder and under the Notes.  If for any reason  during
the  term of this Agreement, any Lender becomes unable to  submit
the forms referred to above or the information or representations
contained therein are no longer accurate in any material respect,
such Lender shall notify the Agent and Entergy in writing to that
effect.  Unless Entergy and the Agent have received forms or   in
effect  on such date; and (C) that attached thereto are true  and
correct  copies of all governmental and regulatory authorizations
and  approvals  required  for  the due  execution,  delivery  and
performance  of this Agreement and the Notes, including,  in  the
case of ETHC, a copy of the ETC Order applicable to ETHC;

                (i)  Copies of the consolidated balance sheets of
     Entergy  and its subsidiaries as of December 31,  1995,  and
     the  related  consolidated statements  of  income,  retained
     earnings and cash flows of Entergy and its subsidiaries  for
     the  fiscal  year then ended, and copies of the consolidated
     financial  statements  of Entergy and its  subsidiaries  and
     ETHC  and  its subsidiaries, respectively, as  of  June  30,
     1996, in each case certified by a duly authorized officer of
     Entergy  or ETHC, as applicable, as having been prepared  in
     accordance  with  generally accepted  accounting  principles
     consistently applied;

                (ii)   A  favorable opinion of counsel  for  each
     Borrower, acceptable to the Agent, substantially in the form
     of  Exhibit D-1 hereto and as to such other matters  as  any
     Lender through the Agent may reasonably request;

                (iii)   A favorable opinion of Winthrop, Stimson,
     Putnam  &  Roberts, counsel for the Agent, substantially  in
     the form of Exhibit E hereto; and

                (iv)  If requested by any Lender, a duly executed
     and delivered Form U-1, in the form prescribed by Regulation
     U  issued  by the Board of Governors of the Federal  Reserve
     System.

           (e)  The Agent shall have received the fees payable at
such time pursuant to the Fee Letter.

           SECTION   .16.  Conditions Precedent to Each  Contract
Borrowing.   The  obligation of each Lender to  make  a  Contract
Advance on the occasion of each Contract Borrowing (including the
initial  Contract  Borrowing) shall be  subject  to  the  further
conditions precedent that on the date of such Contract Borrowing:

                (i)   The following statements shall be true (and
     each  of  the  giving of the applicable Notice  of  Contract
     Borrowing or Notice of Conversion and the acceptance by  the
     applicable Borrower of any proceeds of a Contract  Borrowing
     shall  constitute  a  representation and  warranty  by  such
     Borrower  that  on  the date of such Contract  Borrowing  or
     Conversion, as applicable, such statements are true):

                          (A)  The representations and warranties
          contained  in Section 4.01  (excluding those  contained
          in  subsections  (e) and (f) thereof if  such  Contract
          Borrowing  does not increase the aggregate  outstanding
          principal   amount  of  Contract  Advances   over   the
          aggregate outstanding principal amount of all  Contract
          Advances  immediately  prior  to  the  making  of  such
          Contract  Borrowing) are correct on and as of the  date
          of  such  Contract Borrowing, before and  after  giving
          effect   to   such  Contract  Borrowing  and   to   the
          application  of the proceeds therefrom, as though  made
          on and as of such date; and

                          (B)   No  event  has  occurred  and  is
          continuing,   or  would  result  from   such   Contract
          Borrowing  or  from  the application  of  the  proceeds
          therefrom,  that constitutes a Prepayment Event  or  an
          Event  of  Default  or  would constitute  an  Event  of
          Default  or a Prepayment Event with notice or lapse  of
          time or both;

                (ii)   In  the case of each Contract  Advance  to
     Entergy  (other than a Contract Advance all of the  proceeds
     of  which are being used to repay all or any portion  of  an
     Auction Borrowing of Entergy), the Agent shall have received
     a  copy, certified in a manner satisfactory to the Agent, of
     the  ETC Order applicable to the Person being acquired  with
     the proceeds of such Contract Advance and the other Advances
     being made at such time; and

                (iii)   The Agent shall have received (A) in  the
     case  of  each  Contract Advance to Entergy  (other  than  a
     Contract Advance all of the proceeds of which are being used
     to  repay  all  or  any portion of an Auction  Borrowing  of
     Entergy),  a  favorable  opinion  of  counsel  for  Entergy,
     acceptable  to  the  Agent, substantially  in  the  form  of
     Exhibit  D-2  hereto  and as to such other  matters  as  any
     Lender  through  the Agent may reasonably request,  and  (B)
     such other approvals, opinions or documents with respect  to
     the  truth of the statements set forth in clauses (i)(A) and
     (i)(B)  above as any Lender through the Agent may reasonably
     request.

           SECTION   .17.  Conditions Precedent to  Each  Auction
Borrowing.   The obligation of each Lender that  is  to  make  an
Auction  Advance as part of any Auction Borrowing (including  the
initial  Auction  Borrowing)  to make  such  Auction  Advance  is
subject  to  the conditions precedent that on the  date  of  such
Auction Borrowing:

                (i)   The  Agent shall have received the  written
     confirmatory  Notice  of  Auction  Borrowing  with   respect
     thereto;

                (ii)   The  Agent shall have received an  Auction
     Note,  duly executed by the applicable Borrower, payable  to
     the order of such Lender for each of the Auction Advances to
     be made by such Lender as part of such Auction Borrowing, in
     a  principal  amount equal to the principal  amount  of  the
     Auction  Advance  to be evidenced thereby and  otherwise  on
     such  terms  as were agreed to for such Auction  Advance  in
     accordance with Section 2.03;

               (iii)  The following statements shall be true (and
     the giving of the applicable Notice of Auction Borrowing and
     the acceptance by the applicable Borrower of the proceeds of
     such Auction Borrowing shall constitute a representation and
     warranty  by such Borrower that on the date of such  Auction
     Borrowing such statements are true):

                          (A)  The representations and warranties
          contained in Section 4.01 are correct on and as of  the
          date of such Auction Borrowing, before and after giving
          effect to such Auction Borrowing and to the application
          of  the proceeds therefrom, as though made on and as of
          such date; and

                          (B)   No  event  has  occurred  and  is
          continuing, or would result from such Auction Borrowing
          or from the application of the proceeds therefrom, that
          constitutes a Prepayment Event or an Event  of  Default
          or  that  would  constitute an Event of  Default  or  a
          Prepayment Event with notice or lapse of time or both;

                (iv)   In  the  case of each Auction  Advance  to
     Entergy  (other than an Auction Advance all of the  proceeds
     of  which  are being used to repay all or any portion  of  a
     Contract  Borrowing  of Entergy or an Auction  Borrowing  of
     Entergy), the Agent shall have received a copy, certified in
     a  manner  satisfactory  to the  Agent,  of  the  ETC  Order
     applicable to the Person being acquired with the proceeds of
     such  Auction Advance and the other Advances being  made  at
     such time; and

               (v)  The Agent shall have received (A) in the case
     of  each  Auction Advance to Entergy (other than an  Auction
     Borrowing of Entergy all of the proceeds of which are  being
     used to repay all or any portion of a Contract Borrowing  of
     Entergy  or  an Auction Borrowing of Entergy),  a  favorable
     opinion  of  counsel for Entergy, acceptable to  the  Agent,
     substantially in the form of Exhibit D-2 hereto  and  as  to
     such  other  matters  as any Lender through  the  Agent  may
     reasonably  request, and (B) such other approvals,  opinions
     or documents with respect to the truth of the statements set
     forth  in  clauses  (iii)(A) and (B)  above  as  any  Lender
     through the Agent may reasonably request.


                           ARTICLE I.

                 REPRESENTATIONS AND WARRANTIES

            SECTION  I.1.   Representations  and  Warranties   of
Entergy.  Entergy represents and warrants as follows:

           (a)   Each  of  the  Borrowers is a  corporation  duly
organized, validly existing and in good standing under  the  laws
of the jurisdiction of its incorporation and is duly qualified to
do  business  as  a foreign corporation in each  jurisdiction  in
which the nature of the business conducted or the property owned,
operated  or  leased  by  it requires such qualification,  except
where failure to so qualify would not materially adversely affect
its  condition  (financial or otherwise),  operations,  business,
properties, or prospects.

          (b)  The execution, delivery and performance by each of
the  Borrowers  of this Agreement and the Notes are  within  such
Borrower's  corporate powers, have been duly  authorized  by  all
necessary  corporate  action, and  do  not  contravene  (i)  such
Borrower's  charter  or  bylaws,  (ii)  law  applicable  to  such
Borrower  or  its  properties or (iii) any contractual  or  legal
restriction  binding  on  or  affecting  such  Borrower  or   its
properties.

           (c)  No authorization or approval or other action  by,
and  no  notice to or filing with, any governmental authority  or
regulatory  body is required for the due execution, delivery  and
performance  by  each of the Borrowers of this Agreement  or  the
Notes except such notice as may be required to be filed with  the
SEC pursuant to Section 34(f) of PUHCA.

           (d)   The  obligations  of each  Borrower  under  this
Agreement  are, and the applicable Notes when delivered hereunder
will  be,  legal, valid and binding obligations of such  Borrower
enforceable  against  such  Borrower  in  accordance  with  their
respective  terms,  subject, however, to  applicable  bankruptcy,
reorganization,   rearrangement,  moratorium  or   similar   laws
affecting  generally  the enforcement of  creditors'  rights  and
remedies  and  to  general principles of  equity  (regardless  of
whether enforceability is considered in a proceeding in equity or
at law).
           
           (e)   The consolidated financial statements of Entergy
and  its  subsidiaries as of December 31, 1995 and for  the  year
ended  on  such date, as set forth in Entergy's Annual Report  on
Form  10-K for the fiscal year ended on such date, as filed  with
the  SEC, accompanied by an opinion of Coopers & Lybrand, and the
consolidated financial statements of Entergy and its subsidiaries
as of June 30, 1996, and for the three-month period ended on such
date set forth in Entergy's Quarterly Report on Form 10-Q for the
fiscal quarter ended on such date, as filed with the SEC, and the
consolidated financial statements of ETHC and its subsidiaries as
of  June  30, 1996 and for the three-month period ended  on  such
date,  copies of each of which have been furnished to each  Bank,
fairly  present  (subject, in the case of such  statements  dated
June   30,   1996,  to  year-end  adjustments)  the  consolidated
financial   condition   of,   respectively,   Entergy   and   its
subsidiaries and ETHC and its subsidiaries as at such  dates  and
the  consolidated  results  of the operations  of,  respectively,
Entergy  and  its subsidiaries and ETHC and its subsidiaries  for
the  periods  ended on such dates, in accordance  with  generally
accepted  accounting principles consistently applied.  Except  as
disclosed  in  Entergy's Quarterly Report on Form  10-Q  for  the
fiscal period ended June 30, 1996, since December 31, 1995, there
has been no material adverse change in the financial condition or
operations of Entergy.

           (f)  Except as disclosed in Entergy's Annual Report on
Form  10-K  for  the  fiscal year ended December  31,  1995,  and
Entergy's Quarterly Report on Form 10-Q for the period ended June
30,  1996, there is no pending or threatened action or proceeding
affecting  Entergy or any of its subsidiaries before  any  court,
governmental agency or arbitrator that, if determined  adversely,
could  reasonably be expected to have a material  adverse  effect
upon   the   condition  (financial  or  otherwise),   operations,
business,  properties or prospects of either Borrower or  on  its
ability  to perform its obligations under this Agreement  or  any
Note,  or that purports to affect the legality, validity, binding
effect  or  enforceability of this Agreement or any Note.   There
has  been no change in any matter disclosed in such filings  that
could reasonably be expected to result in such a material adverse
effect.

           (g)   No  event  has occurred and is  continuing  that
constitutes  a  Prepayment Event or an Event of Default  or  that
would  constitute an Event of Default or a Prepayment  Event  but
for the requirement that notice be given or time elapse or both.

           (h)   Neither Borrower is engaged in the  business  of
extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the Board  of
Governors of the Federal Reserve System), and not more  than  25%
of   the  value  of  the  assets  of  either  Borrower  and   its
subsidiaries subject to the restrictions of Section 5.02(a),  (b)
or  (c)  is,  on  the date hereof, represented  by  margin  stock
(within  the  meaning  of Regulation U issued  by  the  Board  of
Governors of the Federal Reserve System).

           (i)  Neither Borrower is an "investment company" or  a
company  "controlled"  by  an  "investment  company"  within  the
meaning of the Investment Company Act of 1940, as amended, or  an
"investment advisor" within the meaning of the Investment Company
Act  of  1940, as amended.  As of the date hereof, Entergy  is  a
"holding  company" as that term is defined in, and is  registered
under, PUHCA.

           (j)   No ERISA Termination Event has occurred,  or  is
reasonably expected to occur, with respect to any ERISA Plan that
may  materially and adversely affect the condition (financial  or
otherwise),  operations,  business, properties  or  prospects  of
Entergy and its subsidiaries, taken as a whole.

           (k)   Schedule B (Actuarial Information) to  the  most
recent  annual  report (Form 5500 Series) with  respect  to  each
ERISA  Plan,  copies of which have been filed with  the  Internal
Revenue  Service  and  furnished to the Banks,  is  complete  and
accurate  and  fairly presents the funding status of  such  ERISA
Plan,  and  since the date of such Schedule B there has  been  no
material adverse change in such funding status.

           (l)  Entergy has not incurred, and does not reasonably
expect  to  incur, any withdrawal liability under  ERISA  to  any
Multiemployer Plan.

           (m)  ETHC, and each Person, if any, acquired with  the
proceeds   of   Borrowings  by  Entergy,  is   (i)   an   "exempt
telecommunications  company"  within  the  meaning   of   section
34(a)(1)  of PUHCA and has obtained an ETC Order to such  effect,
which  ETC  Order is in full force and effect, and  (ii)  engaged
exclusively in the businesses contemplated by section 34(a)(1) of
PUHCA.  Entergy is in compliance with section 34 of PUHCA.

           (n)   As  of  the  date  of any Borrowing,  the  total
principal  amount  of  all  Debt (after  giving  effect  to  such
Borrowing)  of  Entergy  and its subsidiaries,  determined  on  a
consolidated basis and without duplication of liability therefor,
on  such date does not exceed 65% of Capitalization determined as
of  the  last  day  of the most recently ended  month;  provided,
however,  that for purposes of this Section 4.01(n),  "Debt"  and
"Capitalization"  shall  not  include  (i)  Junior   Subordinated
Debentures and (ii) any Debt of any subsidiary of Entergy that is
Non-Recourse Debt.
                           
                           ARTICLE II

                   COVENANTS OF THE BORROWERS

           SECTION II.1.  Affirmative Covenants.  So long as  any
Note  or  any  amount payable by either Borrower hereunder  shall
remain  unpaid or any Lender shall have any Commitment hereunder,
each  of  the  Borrowers will, unless the Majority Lenders  shall
otherwise consent in writing:

           (a)   Keep Books; Corporate Existence; Maintenance  of
Properties; Compliance with Laws; Insurance; Taxes.

                (i)  keep proper books of record and account, all
     in accordance with generally accepted accounting principles;

                (ii)   except as otherwise permitted  by  Section
     5.02(b),  preserve  and keep in full force  and  effect  its
     existence and preserve and keep in full force and effect its
     licenses,  rights and franchises to the extent necessary  to
     carry on its business;

                 (iii)   maintain  and  keep,  or  cause  to   be
     maintained and kept, its properties in good repair,  working
     order  and condition, and, from time to time, make or  cause
     to  be  made  all  needful  and  proper  repairs,  renewals,
     replacements  and improvements, in each case to  the  extent
     such  properties are not obsolete and not necessary to carry
     on its business;

                (iv)   comply in all material respects  with  all
     applicable   laws,  rules,  regulations  and  orders,   such
     compliance  to  include, without limitation, payment  before
     the  same  become  delinquent of all taxes, assessments  and
     governmental charges imposed upon it or its property  except
     to  the  extent being contested in good faith by appropriate
     proceedings,  and  compliance with ERISA  and  Environmental
     Laws;

                (v)   maintain  insurance  with  responsible  and
     reputable insurance companies or associations or through its
     own  program of self-insurance in such amounts and  covering
     such  risks,  and subject to such retentions or deductibles,
     as  is  usually  carried  by companies  engaged  in  similar
     businesses and owning similar properties, and furnish to the
     Agent,  within  a  reasonable  time  after  written  request
     therefor,  such information as to the insurance  carried  as
     any Lender, through the Agent, may reasonably request; and

                (vi)   pay  and  discharge  its  obligations  and
     liabilities  in the ordinary course of business,  except  to
     the  extent that such obligations and liabilities are  being
     contested in good faith by appropriate proceedings.

           (b)   Use  of  Proceeds.   Use  the  proceeds  of  the
Borrowings only, in the case of Borrowings by Entergy, to finance
the   acquisition  of  one  or  more  Persons  that  are  "exempt
telecommunications  companies"  within  the  meaning  of  section
34(a)(1)  of  PUHCA (except that Entergy may use the proceeds  of
Contract Borrowings to repay its Auction Borrowings and  use  the
proceeds  of Auction Borrowings to repay its Contract  Borrowings
or  its  Auction  Borrowings) and, in the case of  Borrowings  by
ETHC,  for general corporate purposes consistent with such ETHC's
status as such an "exempt telecommunications company".

          (c)  ETC Status.  Take all actions (including obtaining
any required determinations, consents and approvals) required  to
maintain  at  all  times  the status of  each  of  ETHC  and  its
respective subsidiaries as, and, in the case of ETHC, engage, and
cause  each of its subsidiaries to engage, only in the businesses
permitted  to  be  engaged  in by, an "exempt  telecommunications
company" within the meaning of section 34(a)(1) of PUHCA.

          (d)  Reporting Requirements.  Furnish to the Lenders:

                (i)  as soon as available and in any event within
     60  days  after the end of each of, in the case of  Entergy,
     the first three quarters of each fiscal year of Entergy and,
     in  the case of ETHC, the four quarters of each fiscal  year
     of  ETHC,  (A) consolidated balance sheets of, respectively,
     Entergy  and  its subsidiaries and ETHC and its subsidiaries
     as   of  the  end  of  such  quarter  and  (B)  consolidated
     statements of income and retained earnings of, respectively,
     Entergy  and  its subsidiaries and ETHC and its subsidiaries
     for  the period commencing at the end of the previous fiscal
     year and ending with the end of such quarter, each certified
     by  the  duly  authorized officer of Entergy as having  been
     prepared  in  accordance with generally accepted  accounting
     principles, consistently applied;

               (ii)  as soon as available and in any event within
     120  days  after the end of each fiscal year of  Entergy,  a
     copy of the annual report for such year for Entergy and  its
     subsidiaries,  containing consolidated financial  statements
     for  such year certified by Coopers & Lybrand (or such other
     nationally  recognized public accounting firm as  the  Agent
     may approve), and certified by a duly authorized officer  of
     Entergy as having been prepared in accordance with generally
     accepted accounting principles, consistently applied;

                (iii)   as  soon as available and  in  any  event
     within  60  days  after the end of each of the  first  three
     quarters of each fiscal year of Entergy and within 120  days
     after  the  end of the fiscal year of Entergy, a certificate
     of  the duly authorized officer of Entergy, stating that  no
     Prepayment  Event or Event of Default has  occurred  and  is
     continuing or, if a Prepayment Event or Event of Default has
     occurred  and  is  continuing,  a  statement  setting  forth
     details of such Prepayment Event or Event of Default, as the
     case  may  be,  and the action that Entergy  has  taken  and
     proposes to take with respect thereto;

                (iv)  as soon as possible and in any event within
     five  days  after  either  Borrower  has  knowledge  of  the
     occurrence  of each Prepayment Event, Event of  Default  and
     each  event that, with the giving of notice or lapse of time
     or both, would constitute an Event of Default, continuing on
     the  date  of  such  statement,  a  statement  of  the  duly
     authorized officer of such Borrower setting forth details of
     such  Prepayment Event, Event of Default or  event,  as  the
     case  may  be, and the actions that either or  both  of  the
     Borrowers  have  taken  and propose  to  take  with  respect
     thereto;

                (v)   as soon as possible and in any event within
     five  days after the commencement of any litigation against,
     or   any   arbitration,  administrative,   governmental   or
     regulatory  proceeding  involving, Entergy  or  any  of  its
     subsidiaries,   that,   if   adversely   determined,   could
     reasonably be expected to have a material adverse effect  on
     the   condition   (financial  or   otherwise),   operations,
     business, properties or prospects of either Borrower, notice
     of  such litigation, arbitration or proceeding describing in
     reasonable  detail  the  facts and circumstances  concerning
     such litigation, arbitration or proceeding and Entergy's  or
     such subsidiary's proposed actions in connection therewith;

                 (vi)   promptly  after  the  sending  or  filing
     thereof,  copies of all reports that Entergy  sends  to  its
     securities   holders,  and  copies  of   all   reports   and
     registration statements that Entergy files with the  SEC  or
     any  national securities exchange pursuant to the Securities
     Act  of  1933  or the Exchange Act, of all certificates  (if
     any) pursuant to Rule 24 that either Borrower files with the
     SEC  pursuant  to PUHCA having relevancy to this  Agreement,
     and  of  all applications and other filings made to or  with
     the  FCC  or  the  SEC pursuant to Section 34  of  PUHCA  or
     otherwise having relevancy to this Agreement;

                (vii)   as soon as possible and in any event  (A)
     within  30  days after Entergy knows or has reason  to  know
     that any ERISA Termination Event described in clause (i)  of
     the  definition of ERISA Termination Event with  respect  to
     any  ERISA  Plan has occurred and (B) within 10  days  after
     Entergy  knows  or has reason to know that any  other  ERISA
     Termination  Event  with  respect  to  any  ERISA  Plan  has
     occurred,  a  statement of the chief  financial  officer  of
     Entergy  describing  such ERISA Termination  Event  and  the
     action,  if any, that Entergy proposes to take with  respect
     thereto;

                (viii)   promptly  and in any  event  within  two
     Business  Days  after receipt thereof by  Entergy  from  the
     PBGC,  copies of each notice received by Entergy in  respect
     of  the PBGC's intention to terminate any ERISA Plan  or  to
     have a trustee appointed to administer any ERISA Plan;

                (ix)  promptly, if requested by the Agent, copies
     of  the  then current Schedule B (Actuarial Information)  to
     the  annual report (Form 5500 Series) with respect  to  each
     ERISA Plan;

                (x)   promptly  and  in  any  event  within  five
     Business  Days  after  receipt thereof  by  Entergy  from  a
     Multiemployer  Plan sponsor, a copy of each notice  received
     by Entergy concerning the imposition of withdrawal liability
     pursuant to Section 4202 of ERISA;

                (xi)   promptly  and  in any  event  within  five
     Business  Days after Moody's or S&P has changed  any  Senior
     Debt  Rating of any Significant Subsidiary, notice  of  such
     change; and

                (xii)   such  other  information  respecting  the
     condition  or  operations, financial or  otherwise,  of  any
     Borrower,  any  Significant Subsidiary or any subsidiary  of
     ETHC  as any Lender through the Agent may from time to  time
     reasonably request.

          SECTION II.2.  Negative Covenants.  So long as any Note
or  any  amount payable by either Borrower hereunder shall remain
unpaid or any Lender shall have any Commitment hereunder, Entergy
will not, without the written consent of the Majority Lenders:

           (a)   Liens, Etc.  Create or suffer to exist any  Lien
upon or with respect to any of its properties (including, without
limitation, any shares of any class of equity security of any  of
Entergy's  Significant Subsidiaries or of New Orleans) or  ETHC's
properties, in each case to secure or provide for the payment  of
Debt,  other  than:  (i) Liens in existence on the date  of  this
Agreement;  (ii)  Liens  for taxes, assessments  or  governmental
charges or levies to the extent not past due, or which are  being
contested  in  good  faith in appropriate proceedings  diligently
conducted  and  for  which the applicable Borrower  has  provided
adequate  reserves  for the payment thereof  in  accordance  with
generally  accepted  accounting  principles;  (iii)  pledges   or
deposits in the ordinary course of business to secure obligations
under  worker's  compensation laws or similar  legislation;  (iv)
other  pledges  or  deposits in the ordinary course  of  business
(other than for borrowed monies) that, in the aggregate, are  not
material to the applicable Borrower; (v) purchase money mortgages
or  other liens or purchase money security interests upon  or  in
any  property acquired or held by Entergy or ETHC in the ordinary
course  of business to secure the purchase price of such property
or  to  secure  indebtedness incurred solely for the  purpose  of
financing the acquisition of such property; (vi) Liens imposed by
law  such  as materialmen's, mechanics', carriers', workers'  and
repairmen's Liens and other similar Liens arising in the ordinary
course  of  business  for  sums not yet due  or  currently  being
contested  in  good  faith by appropriate proceedings  diligently
conducted;  (vii)  attachment, judgment or  other  similar  Liens
arising in connection with court proceedings, provided that  such
Liens,  in  the  aggregate for both Borrowers, shall  not  exceed
$50,000,000 at any one time outstanding, (viii) other  Liens  not
otherwise referred to in the foregoing clauses (i) through  (vii)
above,  provided  that  such Liens, in  the  aggregate  for  both
Borrowers, shall not exceed $100,000,000 at any one time  and  no
such Lien on any of the properties or assets of ETHC shall secure
or  provide for the payment of Debt of ETHC or Entergy  and  (ix)
Liens  created  for  the sole purpose of extending,  renewing  or
replacing  in whole or in part Debt secured by any Lien permitted
pursuant  to  the  foregoing clauses (i)  through  (viii)  above,
provided  that  the  principal  amount  of  indebtedness  secured
thereby shall not exceed the principal amount of indebtedness  so
secured at the time of such extension, renewal or replacement and
that such extension, renewal or replacement, as the case may  be,
shall  be  limited to all or a part of the property or Debt  that
secured  the  Lien  so  extended, renewed or  replaced  (and  any
improvements on such property); provided, further, that  no  Lien
permitted under the foregoing clauses (i) through (ix)  shall  be
placed  upon  any shares of any class of equity security  of  any
Significant  Subsidiary or of New Orleans unless the  obligations
of  the Borrowers to the Lenders hereunder are simultaneously and
ratably   secured   by  such  Lien  pursuant   to   documentation
satisfactory to the Lenders.

           (b)   Mergers, Etc.  Merge with or into or consolidate
with  or  into any other Person, or permit ETHC to do so,  except
that  either  Borrower may merge with any other Person,  provided
that,  immediately after giving effect to any  such  merger,  (i)
such  Borrower is the surviving corporation or (A) the  surviving
corporation  shall  be organized under the laws  of  one  of  the
states  of  the  United States of America and shall  assume  such
Borrower's  obligations hereunder in a manner acceptable  to  the
Majority Lenders, and (B) after giving effect to such merger, the
Senior  Debt  Ratings of the two Significant Subsidiaries  (other
than  SERI)  having the highest Senior Debt Ratings shall  be  at
least  BBB-  and Baa3, (ii) no event shall have occurred  and  be
continuing  that constitutes a Prepayment Event or  an  Event  of
Default  or  would  constitute an Event of Default  but  for  the
requirement  that  notice be given or time elapse  or  both,  and
(iii) such Borrower shall not be liable with respect to any  Debt
or allow its property to be subject to any Lien that would not be
permissible  with  respect  to it  or  its  property  under  this
Agreement on the date of such transaction.

           (c)   Disposition  of Assets.  Sell, lease,  transfer,
convey or otherwise dispose of (whether in one transaction or  in
a  series of transactions) any shares of voting common stock  (or
of  stock  or  other instruments convertible into  voting  common
stock) of any Significant Subsidiary or of New Orleans, or permit
any  Significant  Subsidiary or New Orleans  to  issue,  sell  or
otherwise dispose of any of its shares of voting common stock (or
of  stock  or  other instruments convertible into  voting  common
stock), except to Entergy or a Significant Subsidiary.

           (d)   Limitation on Debt.  Permit the total  principal
amount of all Debt of Entergy and its subsidiaries, determined on
a   consolidated  basis  and  without  duplication  of  liability
therefor,  at any time to exceed 65% of Capitalization determined
as  of the last day of the most recently ended fiscal quarter  of
Entergy;  provided, however, that for purposes  of  this  Section
5.02(d), "Debt" and "Capitalization" shall not include (i) Junior
Subordinated  Debentures and (ii) any Debt of any  subsidiary  of
Entergy that is Non-Recourse Debt.
ARTICLE III.

                 EVENTS OF DEFAULT AND REMEDIES

           SECTION  III.1.   Events  of  Default.   Each  of  the
following   events  shall  constitute  an  "Event   of   Default"
hereunder:

           (a)   Either of the Borrowers shall fail  to  pay  any
principal  of any Advance when the same becomes due and  payable,
or shall fail to pay interest thereon or any other amount payable
under  this  Agreement or any of the Notes within three  Business
Days after the same becomes due and payable; or

           (b)   Any  representation or warranty made  by  either
Borrower or any of its officers herein or in connection with this
Agreement shall prove to have been incorrect or misleading in any
material respect when made; or

           (c)  Either of the Borrowers shall fail to perform  or
observe  (i) any term, covenant or agreement contained in Section
5.01(b)  or  (c)  or  in  Section 5.02 or (ii)  any  other  term,
covenant or agreement contained in this Agreement on its part  to
be  performed  or observed if the failure to perform  or  observe
such  other  term, covenant or agreement shall remain  unremedied
for 30 days after written notice thereof shall have been given to
such Borrower by the Agent or any Lender; or

           (d)   Either of the Borrowers shall fail  to  pay  any
principal of or premium or interest on any Debt of such  Borrower
that  is  outstanding in a principal amount,  together  with  the
principal amount of all other Debt with respect to which  such  a
failure by either Borrower shall have occurred and be continuing,
in  excess  of  $50,000,000 in the aggregate (but excluding  Debt
evidenced  by  the Notes) when the same becomes due  and  payable
(whether    by    scheduled   maturity,   required    prepayment,
acceleration,  demand  or  otherwise),  and  such  failure  shall
continue after the applicable grace period, if any, specified  in
the agreement or instrument relating to such Debt; or

           (e)   Any of the Borrowers, any Significant Subsidiary
or  New  Orleans shall generally not pay its debts as such  debts
become  due, or shall admit in writing its inability to  pay  its
debts  generally,  or  shall make a general  assignment  for  the
benefit of creditors; or any proceeding shall be instituted by or
against any of the Borrowers, any Significant Subsidiary  or  New
Orleans  seeking  to adjudicate it a bankrupt  or  insolvent,  or
seeking  liquidation,  winding  up, reorganization,  arrangement,
adjustment, protection, relief or composition of it or its  debts
under   any   law   relating   to   bankruptcy,   insolvency   or
reorganization or relief of debtors, or seeking the entry  of  an
order  for  relief  or  the appointment of a  receiver,  trustee,
custodian or other similar official for it or for any substantial
part  of  its  property and, in the case of any  such  proceeding
instituted  against it (but not instituted by  it),  either  such
proceeding shall remain undismissed or unstayed for a  period  of
30  days,  or  any  of  the  actions sought  in  such  proceeding
(including, without limitation, the entry of an order for  relief
against, or the appointment of a receiver, trustee, custodian  or
other similar official for, it or for any substantial part of its
property)  shall occur; or any of the Borrowers, any  Significant
Subsidiary  or  New  Orleans shall take any corporate  action  to
authorize or to consent to any of the actions set forth above  in
this subsection (e); or

           (f)  Any judgment or order for the payment of money in
excess  of  $25,000,000  shall be rendered  against  any  of  the
Borrowers and either (i) enforcement proceedings shall have  been
commenced  by  any creditor upon such judgment or order  or  (ii)
there  shall be any period of 10 consecutive Business Days during
which  a stay of enforcement of such judgment or order, by reason
of a pending appeal or otherwise, shall not be in effect; or

           (g)   (i)  An  ERISA  Plan of  Entergy  or  any  ERISA
Affiliate  of Entergy shall fail to maintain the minimum  funding
standards required by Section 412 of the Internal Revenue Code of
1986 for any plan year or a waiver of such standard is sought  or
granted  under  Section 412(d) of the Internal  Revenue  Code  of
1986, or (ii) an ERISA Plan of Entergy or any ERISA Affiliate  of
Entergy  is, shall have been or will be terminated or the subject
of  termination proceedings under ERISA, or (iii) Entergy or  any
ERISA Affiliate of Entergy has incurred or will incur a liability
to  or  on account of an ERISA Plan under Section 4062,  4063  or
4064  of  ERISA and there shall result from such event  either  a
liability or a material risk of incurring a liability to the PBGC
or  an  ERISA  Plan,  or  (iv) any ERISA Termination  Event  with
respect  to  an ERISA Plan of Entergy or any ERISA  Affiliate  of
Entergy  shall  have  occurred, and in  the  case  of  any  event
described  in  clauses  (i)  through (iv),  (A)  such  event  (if
correctable)  shall  not have been corrected  and  (B)  the  then
present  value of such ERISA Plan's vested benefits  exceeds  the
then  current value of assets accumulated in such ERISA  Plan  by
more  than the amount of $25,000,000 (or in the case of an  ERISA
Termination  Event  involving the withdrawal  of  a  "substantial
employer"  (as  defined  in  Section 4001(a)(2)  of  ERISA),  the
withdrawing  employer's proportionate share of such excess  shall
exceed such amount); or

           (h)  Entergy shall at any time fail to own and control
100%  of  the  outstanding capital stock  of,  and  other  equity
interests in, ETHC.

           SECTION III.2.  Remedies.  If any Prepayment Event  or
Event of Default shall occur and be continuing, then, and in  any
such  event,  the  Agent shall at the request, or  may  with  the
consent, of the Majority Lenders, by notice to the Borrowers,  do
either  or both of the following:  (i) declare the obligation  of
each Lender to make Advances to be terminated, whereupon the same
shall  forthwith  terminate,  and (ii)  declare  the  Notes,  all
interest  thereon  and  all  other  amounts  payable  under  this
Agreement  to be forthwith due and payable, whereupon the  Notes,
all  such  interest  and all such amounts  shall  become  and  be
forthwith  due and payable, without presentment, demand,  protest
or  further notice of any kind, all of which are hereby expressly
waived by the Borrowers; provided, however, that in the event  of
an  actual or deemed entry of an order for relief with respect to
any  of  the Borrowers, any Significant Subsidiary or New Orleans
under  the  Federal Bankruptcy Code, (A) the obligation  of  each
Lender to make Advances shall automatically be terminated and (B)
the   Notes,  all  such  interest  and  all  such  amounts  shall
automatically become and be due and payable, without presentment,
demand,  protest  or any notice of any kind,  all  of  which  are
hereby expressly waived by the Borrowers.


                          ARTICLE IV.

                           THE AGENT

           SECTION IV.1.  Authorization and Action.  Each  Lender
hereby  appoints and authorizes the Agent to take such action  as
agent  on  its  behalf  and to exercise such  powers  under  this
Agreement  as  are  delegated to the Agent by the  terms  hereof,
together  with such powers as are reasonably incidental  thereto.
As  to  any  matters not expressly provided for by this Agreement
(including, without limitation, enforcement or collection of  the
Notes),  the  Agent  shall  not  be  required  to  exercise   any
discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or
refraining  from  acting) upon the instructions of  the  Majority
Lenders, and such instructions shall be binding upon all  Lenders
and all holders of Notes; provided, however, that the Agent shall
not  be  required to take any action that exposes  the  Agent  to
personal  liability  or that is contrary  to  this  Agreement  or
applicable  law. The Agent agrees to give to each  Lender  prompt
notice  of  each  notice given to it by either of  the  Borrowers
pursuant to the terms of this Agreement.

           SECTION  IV.2.   Agent's Reliance, Etc.   Neither  the
Agent  nor  any of its directors, officers, agents  or  employees
shall be liable for any action taken or omitted to be taken by it
or  them  under or in connection with this Agreement, except  for
its  or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, the Agent: (i) may
treat the payee of any Note as the holder thereof until the Agent
receives and accepts an Assignment and Acceptance entered into by
the  Lender that is the payee of such Note, as assignor, and  any
assignee  pursuant to Section 9.07; (ii) may consult  with  legal
counsel   (including  counsel  for  either  of  the   Borrowers),
independent public accountants and other experts selected  by  it
and  shall  not be liable for any action taken or omitted  to  be
taken  in good faith by it in accordance with the advice of  such
counsel,  accountants  or experts; (iii)  makes  no  warranty  or
representation to any Lender and shall not be responsible to  any
Lender for any statements, warranties or representations (whether
written  or  oral) made in or in connection with this  Agreement;
(iv) shall not have any duty to ascertain or to inquire as to the
performance  or  observance of any of  the  terms,  covenants  or
conditions  of  this  Agreement on the  part  of  either  of  the
Borrowers  or  to inspect the property (including the  books  and
records) of either of the Borrowers; (v) shall not be responsible
to   any  Lender  for  the  due  execution,  legality,  validity,
enforceability,  genuineness, sufficiency or  value  of,  or  the
perfection  or priority of any lien or security interest  created
or  purported  to  be created under or in connection  with,  this
Agreement or any other instrument or document furnished  pursuant
hereto; and (vi) shall incur no liability under or in respect  of
this Agreement by acting upon any notice, consent, certificate or
other   instrument  or  writing  (which  may  be  by  telecopier,
telegram, cable or telex) believed by it to be genuine and signed
or sent by the proper party or parties.

          SECTION IV.3.  BNY and Affiliates.  With respect to its
Commitment, the Advances made by it and the Notes issued  to  it,
BNY shall have the same rights and powers under this Agreement as
any  other Lender and may exercise the same as though it were not
the  Agent;  and  the  term "Lender" or "Lenders"  shall,  unless
otherwise  expressly  indicated, include BNY  in  its  individual
capacity.  BNY and its affiliates may accept deposits from,  lend
money  to,  act  as  trustee under indentures of,  and  generally
engage in any kind of business with, either of the Borrowers, any
of  their  respective  subsidiaries and any  Person  who  may  do
business with or own securities of either of the Borrowers or any
such subsidiary, all as if BNY were not the Agent and without any
duty to account therefor to the Lenders.

           SECTION  IV.4.  Lender Credit Decision.   Each  Lender
acknowledges that it has, independently and without reliance upon
the  Agent  or  any  other  Lender and  based  on  the  financial
statements  referred  to  in  Section  4.01(e)  and  such   other
documents and information as it has deemed appropriate, made  its
own  credit  analysis and decision to enter into this  Agreement.
Each  Lender  also  acknowledges that it will, independently  and
without reliance upon the Agent or any other Lender and based  on
such  documents  and information as it shall deem appropriate  at
the time, continue to make its own credit decisions in taking  or
not taking action under this Agreement.

           SECTION IV.5.  Indemnification.  The Lenders agree  to
indemnify  the  Agent  (to  the  extent  not  reimbursed  by  the
Borrowers), ratably according to the respective principal amounts
of  the  Contract  Notes then held by each  of  them  (or  if  no
Contract  Notes  are at the time outstanding or if  any  Contract
Notes are held by Persons that are not Lenders, ratably according
to the respective amounts of their Commitments), from and against
any and all liabilities, obligations, losses, damages, penalties,
actions,  judgments, suits, costs, expenses or  disbursements  of
any  kind  or nature whatsoever which may be imposed on, incurred
by,  or  asserted  against the Agent in any way  relating  to  or
arising  out of this Agreement or any action taken or omitted  by
the Agent under this Agreement, provided that no Lender shall  be
liable  for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements  resulting  from the Agent's  gross  negligence  or
willful  misconduct.  Without limitation of the  foregoing,  each
Lender agrees to reimburse the Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including reasonable
counsel  fees)  incurred  by the Agent  in  connection  with  the
preparation,  execution, delivery, administration,  modification,
amendment  or  enforcement (whether through  negotiations,  legal
proceedings  or  otherwise) of, or legal  advice  in  respect  of
rights  or responsibilities under, this Agreement, to the  extent
that  such  expenses are reimbursable by either of the  Borrowers
but for which the Agent is not reimbursed by the Borrowers.

           SECTION IV.6.  Successor Agent.  The Agent may  resign
at  any time by giving written notice thereof to the Lenders  and
Entergy  and may be removed at any time with or without cause  by
the  Majority Lenders. Upon any such resignation or removal,  the
Majority  Lenders  shall have the right to  appoint  a  successor
Agent,  which,  for so long as no Prepayment Event  or  Event  of
Default  has  occurred and is continuing, shall be a  Lender  and
shall  be  approved  by Entergy (with such  approval  not  to  be
unreasonably  withheld or delayed). If no successor  Agent  shall
have  been  so appointed by the Majority Lenders and approved  by
Entergy, and shall have accepted such appointment, within 30 days
after the retiring Agent's giving of notice of resignation or the
Majority  Lenders'  removal  of  the  retiring  Agent,  then  the
retiring Agent may, on behalf of the Lenders, appoint a successor
Agent, which shall be a commercial bank organized under the  laws
of  the United States or of any other country that is a member of
the  OECD  having  a  combined capital and surplus  of  at  least
$50,000,000.  Upon  the acceptance of any  appointment  as  Agent
hereunder  by  a  successor  Agent, such  successor  Agent  shall
thereupon  succeed  to  and become vested with  all  the  rights,
powers,  privileges  and duties of the retiring  Agent,  and  the
retiring   Agent  shall  be  discharged  from  its   duties   and
obligations  under  this Agreement. After  any  retiring  Agent's
resignation or removal hereunder as Agent, the provisions of this
Article VII shall inure to its benefit as to any actions taken or
omitted  to  be  taken  by  it while  it  was  Agent  under  this
Agreement.  Notwithstanding the foregoing, if no Prepayment Event
or  Event of Default, and no event that with the giving of notice
or  the  passage of time, or both, would constitute a  Prepayment
Event or Event of Default, shall have occurred and be continuing,
then  no  successor Agent shall be appointed under  this  Section
7.06  without the prior written consent of Entergy, which consent
shall not be unreasonably withheld or delayed.


                           ARTICLE V.

                            GUARANTY

            SECTION   V.1.    The   Guarantor   irrevocably   and
unconditionally guarantees to the Creditors the full  and  prompt
payment, no later than the third Business Day after the giving of
notice  by the Agent to the Guarantor of an Event of Default,  of
all   amounts  payable  (whether  at  the  stated  maturity,   by
acceleration  or otherwise) hereunder by ETHC (all  such  amounts
being  herein  collectively called the "Guaranteed Obligations").
The Guarantor understands, agrees and confirms that the Creditors
may enforce this Guaranty up to the full amount of the Guaranteed
Obligations  against  the  Guarantor without  proceeding  against
ETHC,  against  any security for the Guaranteed  Obligations,  or
under  any  other  guaranty covering all  or  a  portion  of  the
Guaranteed Obligations.  All payments by the Guarantor  hereunder
shall be made as provided herein.

           SECTION  V.2.   (a)  The liability  of  the  Guarantor
hereunder is exclusive and independent of any security  (if  any)
for or other guaranty (if any) of the Guaranteed Obligations, and
the liability of the Guarantor hereunder shall not be affected or
impaired  by  (i) any direction as to application of  payment  by
ETHC  or  by any other party, (ii) any other continuing or  other
guaranty, undertaking or maximum liability of a guarantor  or  of
any  other  party  as  to the Guaranteed Obligations,  (iii)  any
payment  on  or  in  reduction  of any  such  other  guaranty  or
undertaking,  or  (iv) any payment made to any  Creditor  on  the
Guaranteed Obligations which any Creditor repays to ETHC pursuant
to  court  order in any bankruptcy, reorganization,  arrangement,
moratorium  or  other debtor relief proceeding  with  respect  to
ETHC,  and  the  Guarantor waives any right to  the  deferral  or
modification of its obligations hereunder by reason of  any  such
proceeding.

           (b)   If  claim  is  ever made upon any  Creditor  for
repayment  or  recovery  of any amount  or  amounts  received  in
payment  or  on account of any of the Guaranteed Obligations  and
any of the aforesaid payees repays all or part of said amount  by
reason  of  (i)  any judgment, decree or order of  any  court  or
administrative body having jurisdiction over such payee or any of
its  property or (ii) any settlement or compromise  of  any  such
claim  effected  by such payee with any such claimant  (including
the  Guarantor), then and in such event the Guarantor agrees that
any  such judgment, decree, order, settlement or compromise shall
be  binding  upon the Guarantor, notwithstanding  any  revocation
hereof  or  the  cancellation of any  instrument  evidencing  any
liability  of the Company, and the Guarantor shall be and  remain
liable to the aforesaid payees hereunder for the amount so repaid
or  recovered  to  the same extent as if such  amount  had  never
originally been received by any such payee.

            SECTION   V.3.   The  obligations  of  the  Guarantor
hereunder  are  independent  of  the  obligations  of  any  other
guarantor  or  ETHC,  and a separate action  or  actions  may  be
brought  and prosecuted against the Guarantor whether or  not  an
action is brought against any other guarantor or ETHC and whether
or  not  any other guarantor or ETHC be joined in any such action
or   actions.   The  Guarantor  waives,  to  the  fullest  extent
permitted  by  law,  the  benefit of any statute  of  limitations
affecting  its  liability hereunder or the  enforcement  thereof.
Any  payment by ETHC or other circumstance which operates to toll
any  statute of limitations as to ETHC shall operate to toll  the
statute of limitations as to the Guarantor.

          SECTION V.4.  Except as otherwise provided in the first
sentence  of  Section 8.01, the Guarantor hereby waives  (to  the
fullest  extent permitted by applicable law) notice of acceptance
hereof  and  notice of any liability to which this  guaranty  may
apply,  and waives promptness, diligence, presentment, demand  of
payment,  protest, notice of dishonor or nonpayment of  any  such
liabilities, suit or taking of other action by the Agent  or  any
other Creditor against, and any other notice to, any party liable
thereon.

           SECTION  V.5.  Any Creditor may at any time  and  from
time to time without the consent of, or notice to, the Guarantor,
without   incurring  responsibility  to  the  Guarantor,  without
impairing   or   releasing  the  obligations  of  the   Guarantor
hereunder, upon or without any terms or conditions and  in  whole
or in part:

           (a)  change the manner, place or terms of payment  of,
and/or change or extend the time of payment of, renew, accelerate
or  alter,  any  of  the  Guaranteed  Obligations,  any  security
therefor,  or  any liability incurred directly or  indirectly  in
respect thereof, and the guaranty herein made shall apply to  the
Guaranteed  Obligations  as  so  changed,  extended,  renewed  or
altered;

           (b)   sell, exchange, release, surrender, realize upon
or  otherwise  deal  with in any manner  and  in  any  order  any
property  by  whomsoever  at any time  pledged  or  mortgaged  to
secure, or howsoever securing, the Guaranteed Obligations or  any
liabilities (including any of those hereunder) incurred  directly
or  indirectly  in respect thereof or hereof, and/or  any  offset
thereagainst;

           (c)   exercise or refrain from exercising  any  rights
against the ETHC and the Guarantor or others or otherwise act  or
refrain from acting;

           (d)   settle  or  compromise  any  of  the  Guaranteed
Obligations,  any  security therefor or any liability  (including
any  of  those  hereunder)  incurred directly  or  indirectly  in
respect thereof or hereof, and may subordinate the payment of all
or  any part thereof to the payment of any liability (whether due
or not) of ETHC to creditors of ETHC;

           (e)   apply  any sums by whomsoever paid or  howsoever
realized to any liability or liabilities of ETHC to the Creditors
regardless of what liabilities of ETHC remain unpaid;

           (f)   consent  to, or waive any breach  of,  any  act,
omission  or  default  under  this  Agreement  or  any   of   the
instruments or agreements referred to herein, or otherwise amend,
modify  or  supplement  this  Agreement  or  any  of  such  other
instruments or agreements; and/or

           (g)   act or fail to act in any manner referred to  in
this  Guaranty which may deprive the Guarantor of  its  right  to
subrogation against ETHC.

            SECTION   V.6.    No  invalidity,   irregularity   or
unenforceability of all or any part of the Guaranteed Obligations
or  of  the  obligations of ETHC under this Agreement or  of  any
security  therefor shall affect, impair or be a defense  to  this
guaranty,  and  this  guaranty shall  be  primary,  absolute  and
unconditional notwithstanding the occurrence of any event or  the
existence  of  any other circumstances which might  constitute  a
legal  or  equitable  discharge of a surety or  guarantor  except
payment in full of the Guaranteed Obligations.

          SECTION V.7.  This guaranty is a continuing one and all
liabilities  to  which it applies or may apply  under  the  terms
hereof  shall  be conclusively presumed to have been  created  in
reliance hereon.  No failure or delay on the part of any Creditor
in  exercising  any  right,  power or privilege  hereunder  shall
operate  as  a  waiver thereof; nor shall any single  or  partial
exercise of any right, power or privilege hereunder preclude  any
other  or  further exercise thereof or the exercise of any  other
right,  power  or  privilege.   The rights  and  remedies  herein
expressly  specified  are cumulative and  not  exclusive  of  any
rights  or remedies which any Creditor would otherwise have.   No
notice  to  or demand on the Guarantor in any case shall  entitle
the Guarantor to any other further notice or demand in similar or
other  circumstances or constitute a waiver of the rights of  any
Creditor  to  any  other or further action in  any  circumstances
without  notice or demand.  It is not necessary for any  Creditor
to  inquire into the capacity or powers of the Guarantor  or  the
officers,  directors, partners or agents acting or purporting  to
act  on  its  behalf,  and any indebtedness made  or  created  in
reliance  upon  the professed exercise of such  powers  shall  be
guaranteed hereunder.

           SECTION  V.8.   (a)  The Guarantor  waives  any  right
(except  as  shall be required by applicable statute or  law  and
cannot  be  waived)  to require the Creditors  to:   (i)  proceed
against  ETHC,  any  other guarantor or  any  other  party;  (ii)
proceed against or exhaust any security held from ETHC, any other
guarantor or any other party; or (iii) pursue any other remedy in
the  Creditors' power whatsoever.  The Guarantor waives  (to  the
fullest extent permitted by applicable law) any defense based  on
or arising out of any defense of ETHC, any other guarantor or any
other  party  other  than  payment  in  full  of  the  Guaranteed
Obligations, including, without limitation, any defense based  on
or   arising  out  of  the  unenforceability  of  the  Guaranteed
Obligations or any part thereof from any cause, or the  cessation
from  any  cause of the liability of ETHC other than  payment  in
full  of the Guaranteed Obligations.  The Creditors may, at their
election,  foreclose on any security held by  the  Agent  or  the
other  Creditors  by  one or more judicial or nonjudicial  sales,
whether  or  not  every aspect of any such sale  is  commercially
reasonable  (to the extent such sale is permitted  by  applicable
law),  or  exercise any other right or remedy the  Creditors  may
have  against the Guarantor or any other party, or any  security,
without  affecting or impairing in any way the liability  of  the
Guarantor   hereunder  except  to  the  extent   the   Guaranteed
Obligations  have  been paid in full.  The Guarantor  waives  any
defense  arising out of any such election by the Creditors,  even
though  such election operates to impair or extinguish any  right
of  reimbursement or subrogation or other right or remedy of  the
Guarantor against ETHC or any other party or any security; and

          (b)  Except as otherwise provided in the first sentence
of  Section  8.01,  the Guarantor waives (to the  fullest  extent
permitted  by  applicable  law)  all  presentments,  demands  for
performance, protests and notices, including, without limitation,
notices  of  nonperformance,  notices  of  protest,  notices   of
dishonor, notices of acceptance of this guaranty, and notices  of
the  existence,  creation  or  incurring  of  new  or  additional
indebtedness.  The Guarantor assumes all responsibility for being
and  keeping  itself informed of ETHC's financial  condition  and
assets,  and of all other circumstances bearing upon the risk  of
nonpayment  of  the Guaranteed Obligations and the nature,  scope
and  extent  of the risks which the Guarantor assumes and  incurs
hereunder,  and agrees that the Creditors shall have no  duty  to
advise the Guarantor of information known to them regarding  such
circumstances or risks.


                          ARTICLE VI.

                         MISCELLANEOUS

          SECTION VI.1.  Amendments, Etc.  No amendment or waiver
of  any  provision of this Agreement or the Contract  Notes,  nor
consent  to  any departure by either of the Borrowers  therefrom,
shall  in  any  event be effective unless the same  shall  be  in
writing  and signed by the Majority Lenders and, in the  case  of
any such amendment, the applicable Borrower, and then such waiver
or  consent shall be effective only in the specific instance  and
for the specific purpose for which given; provided, however, that
no  amendment,  waiver or consent shall, unless  in  writing  and
signed  by  all  the Lenders (other than any  Lender  that  is  a
Borrower or an Affiliate of a Borrower), do any of the following:
(a)  waive any of the conditions specified in Section 3.01,  3.02
or  3.03, (b) increase the Commitments of the Lenders or  subject
the  Lenders  to  any  additional  obligations,  (c)  reduce  the
principal of, or interest on, the Contract Notes or any  fees  or
other amounts payable hereunder, (d) postpone any date fixed  for
any  payment of principal of, or interest on, the Contract  Notes
or  any  fees or other amounts payable hereunder, (e) change  the
percentage  of  the  Commitments  or  of  the  aggregate   unpaid
principal  amount  of the Contract Notes, or  the  percentage  or
number  of Lenders that shall be required for the Lenders or  any
of  them  to take any action hereunder, (f) release the Guarantor
from  any  of  its obligations under Article VIII hereof  or  (g)
amend   this  Section  9.01;  and  provided,  further,  that   no
amendment, waiver or consent shall, unless in writing and  signed
by  the  Agent in addition to the Lenders required above to  take
such  action, affect the rights or duties of the Agent under this
Agreement or any Note.

           SECTION  VI.2.  Notices, Etc.  All notices  and  other
communications  provided  for  hereunder  shall  be  in   writing
(including telecopier, telegraphic, telex or cable communication)
and   mailed,   telecopied,  telegraphed,  telexed,   cabled   or
delivered,  if  to either of the Borrowers, c/o  Entergy  at  its
address  at  639 Loyola Avenue, New Orleans, LA 70113, Attention:
Treasurer,  telecopy no. 504-576-4455; if to  any  Bank,  at  its
Domestic Lending Office specified opposite its name on Schedule I
hereto;  if  to any other Lender, at its Domestic Lending  Office
specified in the Assignment and Acceptance pursuant to  which  it
became a Lender; and if to the Agent, at its address at One  Wall
Street,  New York, New York 10286, Attention: Dennis M. Pidherny,
telecopy  no.  212-635-7923 with a copy to it  at  such  address,
Attention: Agency Function Administration, telecopy no.  212-635-
6365;  or,  as to each party, at such other address as  shall  be
designated  by  such  party  in a written  notice  to  the  other
parties. All such notices and communications shall, when  mailed,
telecopied,  telegraphed, telexed or cabled,  be  effective  when
deposited  in  the mails, telecopied, delivered to the  telegraph
company, confirmed by telex answerback or delivered to the  cable
company, respectively, except that notices and communications  to
the  Agent  pursuant to Article II or VII shall not be  effective
until  received  by  the Agent. Except as otherwise  provided  in
Section 5.01(d), notices and other communications given by either
of  the  Borrowers  to  the Agent shall be deemed  given  to  the
Lenders.

           SECTION VI.3.  No Waiver; Remedies.  No failure on the
part  of  any  Lender or the Agent to exercise, and no  delay  in
exercising,  any right hereunder or under any Note shall  operate
as  a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof  or
the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

           SECTION  VI.4.   Costs and Expenses;  Indemnification.
(a)   Entergy  agrees  to pay on demand all  costs  and  expenses
incurred  by  the  Agent  in  connection  with  the  preparation,
execution,  delivery,  syndication, administration,  modification
and  amendment  of  this  Agreement,  the  Notes  and  the  other
documents   to   be   delivered  hereunder,  including,   without
limitation,  the  reasonable fees and out-of-pocket  expenses  of
counsel  for the Agent with respect thereto and with  respect  to
advising  the  Agent as to its rights and responsibilities  under
this  Agreement.  Any  invoices to Entergy with  respect  to  the
aforementioned expenses shall describe such costs and expenses in
reasonable  detail. Entergy further agrees to pay on  demand  all
costs  and  expenses,  if  any  (including,  without  limitation,
counsel  fees  and expenses of outside counsel  and  of  internal
counsel),  incurred  by the Agent and the Lenders  in  connection
with   the  enforcement  (whether  through  negotiations,   legal
proceedings or otherwise) of, and the protection of the rights of
the  Lenders  under,  this Agreement, the  Notes  and  the  other
documents   to   be   delivered  hereunder,  including,   without
limitation,  reasonable counsel fees and expenses  in  connection
with the enforcement of rights under this Section 9.04(a).

           (b)  If any payment of principal of, or Conversion of,
any  Adjusted CD Rate Advance or Eurodollar Rate Advance is  made
other  than  on  the  last day of the Interest  Period  for  such
Contract Advance, as a result of a payment or Conversion pursuant
to Section 2.09(d), 2.10 or 2.13, acceleration of the maturity of
the  Notes pursuant to Section 6.02, assignment to another Lender
upon demand of Entergy pursuant to Section 9.07(h) or (i) or  for
any  other reason, the applicable Borrower shall, upon demand  by
any  Lender (with a copy of such demand to the Agent), pay to the
Agent  for  the  account of such Lender any amounts  required  to
compensate  such  Lender  for  any additional  losses,  costs  or
expenses that it may reasonably incur as a result of such payment
or Conversion, including, without limitation, any loss (including
loss of anticipated profits upon such Lender's representation  to
such  Borrower  that it has made reasonable efforts  to  mitigate
such loss), cost or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by any Lender
to  fund  or maintain such Contract Advance. Any Lender making  a
demand  pursuant  to  this  Section  9.04(b)  shall  provide  the
applicable  Borrower with a written certification of the  amounts
required to be paid to such Lender, showing in reasonable  detail
the basis for the Lender's determination of such amounts.

           (c)   Entergy hereby agrees to indemnify and hold each
Lender,  the  Agent  and their respective  Affiliates  and  their
respective   officers,  directors,  employees  and   professional
advisors  (each,  an  "Indemnified  Person")  harmless  from  and
against  any and all claims, damages, losses, liabilities,  costs
or  expenses (including reasonable attorneys' fees and  expenses,
whether or not such Indemnified Person is named as a party to any
proceeding or is otherwise subjected to judicial or legal process
arising  from any such proceeding) that any of them may incur  or
which  may be claimed against any of them by any person or entity
by  reason  of or in connection with the execution,  delivery  or
performance  of  this  Agreement, the Notes  or  any  transaction
contemplated  thereby, or the use by either of the  Borrowers  or
any  of  their  respective subsidiaries of the  proceeds  of  any
Advance,  except that no Indemnified Person shall be entitled  to
any  indemnification hereunder to the extent  that  such  claims,
damages,  losses,  liabilities, costs  or  expenses  are  finally
determined by a court of competent jurisdiction to have  resulted
from   the  gross  negligence  or  willful  misconduct  of   such
Indemnified  Person.  Entergy's obligations  under  this  Section
9.04(c) shall survive the repayment of all amounts owing  to  the
Lenders and the Agent under this Agreement and the Notes and  the
termination  of  the Commitments. If and to the extent  that  the
obligations   of   Entergy  under  this   Section   9.04(c)   are
unenforceable for any reason, Entergy agrees to make the  maximum
contribution  to  the payment and satisfaction thereof  which  is
permissible under applicable law.

            SECTION  VI.5.   Right  of  Set-off.   Upon  (i)  the
occurrence and during the continuance of any Event of Default  or
Prepayment  Event  and  (ii) the making of  the  request  or  the
granting  of  the consent specified by Section 6.02 to  authorize
the  Agent to declare the Notes due and payable pursuant  to  the
provisions  of Section 6.01, each Lender is hereby authorized  at
any  time  and from time to time, to the fullest extent permitted
by  law,  to  set off and apply any and all deposits (general  or
special,  time or demand, provisional or final) at any time  held
and other indebtedness at any time owing by such Lender to or for
the  credit or the account of either of the Borrowers against any
and  all  of  the obligations of such Borrower now  or  hereafter
existing  under this Agreement and any Note held by such  Lender,
whether or not such Lender shall have made any demand under  this
Agreement  or  such  Note and although such  obligations  may  be
unmatured.  Each Lender agrees promptly to notify the  applicable
Borrower  after  any such set-off and application  made  by  such
Lender;  provided, however, that the failure to give such  notice
shall  not  affect the validity of such set-off and  application.
The rights of each Lender under this Section 9.05 are in addition
to  other  rights  and  remedies (including, without  limitation,
other rights of set-off) that such Lender may have.

           SECTION  VI.6.  Binding Effect.  This Agreement  shall
become effective upon execution thereof by Entergy and the  Agent
and  upon the receipt by the Agent of notification from each Bank
that  such  Bank has executed this Agreement; and thereafter  the
Agreement shall be binding upon and inure to the benefit  of  the
Borrowers,  the  Agent  and  each  Lender  and  their  respective
successors  and  assigns, except that neither  of  the  Borrowers
shall  have  the  right  to assign its rights  hereunder  or  any
interest herein without the prior written consent of the Lenders.

           SECTION  VI.7.   Assignments and Participations.   (a)
Each Lender may assign to one or more banks or other entities all
or  a  portion of its rights and obligations under this Agreement
(including,  without  limitation,  all  or  a  portion   of   its
Commitment,  the Contract Advances owing to it and  the  Contract
Note  or  Notes held by it); provided, however, that (i)  Entergy
and  the  Agent  shall  have consented to such  assignment  (such
consent  not to be unreasonably withheld or delayed)  by  signing
the  Assignment and Acceptance referred to in clause (iv)  below;
(ii)  each  such  assignment shall be of a constant,  and  not  a
varying,  percentage  of  all rights and obligations  under  this
Agreement  (other  than any Auction Advances or  Auction  Notes);
(iii)  the amount of the Commitment of the assigning Lender being
assigned pursuant to each such assignment (determined as  of  the
date  of  the  Assignment and Acceptance  with  respect  to  such
assignment) shall in no event be less than $10,000,000 and  shall
be  an  integral multiple of $1,000,000 (or shall  be  the  total
amount  of  the  assigning  Lender's Commitment);  and  (iv)  the
parties to each such assignment shall execute and deliver to  the
Agent,  for  its  acceptance and recording in  the  Register  (as
hereinafter defined), an Assignment and Acceptance, together with
any  Contract  Note  or Notes subject to such  assignment  and  a
processing and recordation fee of $2,500 (plus an amount equal to
out-of-pocket legal expenses of the Agent, estimated by the Agent
and  advised  to  such  parties). Upon such execution,  delivery,
acceptance  and  recording, from and  after  the  effective  date
specified  in  each Assignment and Acceptance, (x)  the  assignee
thereunder shall be a party hereto and, to the extent that rights
and  obligations hereunder have been assigned to it  pursuant  to
such  Assignment and Acceptance, have the rights and  obligations
of  a  Lender  hereunder and (y) the Lender  assignor  thereunder
shall,  to the extent that rights and obligations hereunder  have
been  assigned by it pursuant to such Assignment and  Acceptance,
relinquish its rights and be released from its obligations  under
this  Agreement (and, in the case of an Assignment and Acceptance
covering  all  or the remaining portion of an assigning  Lender's
rights  and  obligations under this Agreement, such Lender  shall
cease  to  be  a party hereto). Notwithstanding anything  to  the
contrary contained in this Agreement, any Lender at any time  may
assign  all  or  any portion of its rights and obligations  under
this Agreement to any Affiliate of such Lender.

           (b)   By  executing and delivering an  Assignment  and
Acceptance,  the  Lender  assignor thereunder  and  the  assignee
thereunder  confirm to and agree with each other  and  the  other
parties  hereto  as follows: (i) other than as provided  in  such
Assignment  and  Acceptance,  such  assigning  Lender  makes   no
representation  or  warranty and assumes no  responsibility  with
respect to any statements, warranties or representations made  in
or  in connection with this Agreement or the execution, legality,
validity,  enforceability, genuineness, sufficiency or  value  of
this  Agreement  or  any other instrument or  document  furnished
pursuant   hereto;   (ii)   such  assigning   Lender   makes   no
representation  or  warranty and assumes no  responsibility  with
respect  to  the  financial condition of  the  Borrowers  or  the
performance  or  observance  by the Borrowers  of  any  of  their
respective  obligations  under  this  Agreement  or   any   other
instrument  or  document furnished pursuant  hereto;  (iii)  such
assignee  confirms that it has received a copy of this Agreement,
together with copies of the financial statements referred  to  in
Section  4.01(e) and such other documents and information  as  it
has  deemed  appropriate  to make its  own  credit  analysis  and
decision to enter into such Assignment and Acceptance; (iv)  such
assignee will, independently and without reliance upon the Agent,
such  assigning  Lender or any other Lender  and  based  on  such
documents  and  information as it shall deem appropriate  at  the
time, continue to make its own credit decisions in taking or  not
taking  action  under this Agreement; (v) such assignee  appoints
and  authorizes  the Agent to take such action as  agent  on  its
behalf  and to exercise such powers under this Agreement  as  are
delegated  to the Agent by the terms hereof, together  with  such
powers  as  are  reasonably incidental  thereto;  and  (vi)  such
assignee agrees that it will perform in accordance with the terms
of  this  Agreement  all of the obligations which  by  the  terms
hereof are required to be performed by it as a Lender.

           (c)   The Agent shall maintain at its address referred
to  in  Section  9.02  a copy of each Assignment  and  Acceptance
delivered  to  and  accepted  by  it  and  a  register  for   the
recordation  of  the names and addresses of the Lenders  and  the
Commitment  of,  and  principal amount of the  Contract  Advances
owing  to,  each Lender from time to time (the "Register").   The
entries  in the Register shall be conclusive and binding for  all
purposes, absent manifest error, and the Borrowers, the Agent and
the  Lenders may treat each Person whose name is recorded in  the
Register  as  a  Lender  hereunder  for  all  purposes  of   this
Agreement. The Register shall be available for inspection by  any
Borrower  or any Lender at any reasonable time and from  time  to
time upon reasonable prior notice.

           (d)   Upon  receipt  of an Assignment  and  Acceptance
executed  by  an assigning Lender and an assignee, together  with
any  Contract Note or Notes subject to such assignment, the Agent
shall,  if such Assignment and Acceptance has been completed  and
is in substantially the form of Exhibit C hereto, (i) accept such
Assignment and Acceptance, (ii) record the information  contained
therein  in the Register and (iii) give prompt notice thereof  to
the  Borrowers.  Within five Business Days after its  receipt  of
such  notice, the applicable Borrower, at its own expense,  shall
execute  and deliver to the Agent in exchange for the surrendered
Contract Note or Notes a new Contract Note to the order  of  such
assignee  in  an  amount equal to the Commitment  assumed  by  it
pursuant  to such Assignment and Acceptance and, if the assigning
Lender  has retained a Commitment hereunder, a new Contract  Note
to  the  order of the assigning Lender in an amount equal to  the
Commitment  retained by it hereunder. Such new Contract  Note  or
Notes  shall  be in an aggregate principal amount  equal  to  the
aggregate principal amount of such surrendered Contract  Note  or
Notes,  shall be dated the effective date of such Assignment  and
Acceptance  and shall otherwise be in substantially the  form  of
Exhibit A-1 hereto.

           (e)   Each Lender may assign to one or more  banks  or
other entities any Auction Note or Notes held by it, without  the
consent of either of the Borrowers.

          (f)  Each Lender may sell participations to one or more
banks, financial institutions or other entities in or to all or a
portion  of  its  rights  and obligations  under  this  Agreement
(including,  without  limitation,  all  or  a  portion   of   its
Commitment, the Advances owing to it and the Note or  Notes  held
by  it);  provided,  however, that (i) such Lender's  obligations
under   this   Agreement  (including,  without  limitation,   its
Commitment  to  the Borrowers hereunder) shall remain  unchanged,
(ii)  such  Lender shall remain solely responsible to  the  other
parties  hereto  for  the performance of such obligations,  (iii)
such  Lender  shall remain the holder of any such  Note  for  all
purposes of this Agreement, and (iv) the Borrowers, the Agent and
the other Lenders shall continue to deal solely and directly with
such   Lender  in  connection  with  such  Lender's  rights   and
obligations under this Agreement.

           (g)  Any Lender may, in connection with any assignment
or participation or proposed assignment or participation pursuant
to  this Section 9.07, disclose to the assignee or participant or
proposed assignee or participant any information relating to  the
Borrowers  furnished  to  such Lender by  or  on  behalf  of  the
Borrowers;  provided  that, prior to  any  such  disclosure,  the
assignee or participant or proposed assignee or participant shall
agree   to  preserve  the  confidentiality  of  any  confidential
information  relating to the Borrowers received by it  from  such
Lender.

           (h)   If  any  Lender shall fail  to  consent  to  the
extension  of the Termination Date within 30 days of  receipt  by
such  Lender  of notice of any request pursuant to Section  2.17,
then  upon termination of such 30-day period, Entergy may  demand
that  such Lender assign in accordance with this Section 9.07  to
one or more assignees designated by Entergy and acceptable to the
Majority   Lenders   (provided  that,  for   purposes   of   this
determination by the Majority Lenders, the non-consenting  Lender
shall not be included in the Lenders holding Contract Advances or
having  Commitments) all (but not less than all) of such Lender's
Commitment and the Contract Advances owing to it within the  next
15 days. If any such assignee designated by Entergy shall fail to
consummate such assignment on terms acceptable to such Lender, or
if  Entergy shall fail to designate any such assignee for all  of
such Lender's Commitment or Advances, then such Lender may assign
such Commitment and Advances to any other assignee acceptable  to
the  Majority  Lenders  (provided  that,  for  purposes  of  this
determination by the Majority Lenders, the non-consenting  Lender
shall not be included in the Lenders holding Contract Advances or
having  Commitments) in accordance with this Section 9.07  during
such  15-day  period; it being understood for  purposes  of  this
Section 9.07(h) that such assignment shall be conclusively deemed
to  be  on terms acceptable to such Lender, and such Lender shall
be  compelled  to  consummate  such  assignment  to  an  assignee
designated by Entergy, if such assignee (i) shall agree  to  such
assignment in substantially the form of Exhibit C hereto and (ii)
shall offer compensation to such Lender in an amount equal to the
sum  of the principal amount of all Contract Advances outstanding
to  such Lender plus all interest accrued thereon to the date  of
such  payment plus all other amounts payable by the Borrowers  to
such Lender hereunder (whether or not then due) as of the date of
such payment accrued in favor of such Lender hereunder.

           (i)   If  any Lender shall make any demand for payment
under Section 2.12 or 2.15, or if any Lender shall be the subject
of  any  notification  or assertion of illegality  under  Section
2.13, then within 30 days after any such demand (if, but only if,
such  demanded payment has been made by the applicable  Borrower)
or  notification or assertion, Entergy may, with the approval  of
the Agent (which approval shall not be unreasonably withheld) and
provided  that  no  Prepayment Event, Event of Default  or  event
that,  with the giving of notice or lapse of time or both,  would
constitute an Event of Default, shall have occurred and  then  be
continuing,  demand  that such Lender assign in  accordance  with
this  Section 9.07 to one or more assignees designated by Entergy
and  acceptable to the Agent all (but not less than all) of  such
Lender's Commitment and the Contract Advances owing to it  within
the  period ending on the later to occur of such 30th day and the
last day of the longest of the then current Interest Periods  for
such  Advances.  If any such assignee designated by  Entergy  and
approved by the Agent shall fail to consummate such assignment on
terms  acceptable  to such Lender, or if Entergy  shall  fail  to
designate any such assignees acceptable to the Agent for  all  or
part of such Lender's Commitment or Advances, then such demand by
Entergy  shall  become  ineffective;  it  being  understood   for
purposes  of  this subsection (i) that such assignment  shall  be
conclusively deemed to be on terms acceptable to such Lender, and
such  Lender shall be compelled to consummate such assignment  to
an  Eligible  Assignee designated by Entergy,  if  such  Eligible
Assignee (A) shall agree to such assignment by entering  into  an
Assignment  and Acceptance with such Lender and (B)  shall  offer
compensation  to such Lender in an amount equal  to  all  amounts
then  owing by the Borrowers to such Lender hereunder  and  under
the  Notes  made  by  the Borrowers to such Lender,  whether  for
principal,  interest,  fees, costs or expenses  (other  than  the
demanded  payment referred to above and payable by the applicable
Borrower  as  a  condition  to Entergy's  right  to  demand  such
assignment), or otherwise. In addition, in the event that Entergy
shall  be  entitled  to  demand the  replacement  of  any  Lender
pursuant to this subsection (i), Entergy may, in the case of  any
such Lender, with the approval of the Agent (which approval shall
not  be  unreasonably withheld) and provided that  no  Prepayment
Event,  Event of Default or event that, with the giving of notice
or  lapse  of time or both, would constitute an Event of Default,
shall  have occurred and then be continuing, terminate  all  (but
not  less than all) such Lender's Commitment and prepay (or cause
the  applicable Borrower to prepay) all (but not less  than  all)
such  Lender's  Advances  not  so  assigned,  together  with  all
interest accrued thereon to the date of such prepayment  and  all
fees,  costs  and expenses and other amounts then  owing  by  the
Borrowers to such Lender hereunder and under the Note made by the
applicable  Borrower to such Lender, at any time from  and  after
such  later  occurring day in accordance with Sections  2.05  and
2.11  hereof  (but  without the requirement  stated  therein  for
ratable  treatment of the other Lenders), if and only  if,  after
giving effect to such termination and prepayment, the sum of  the
aggregate  principal amount of the Advances of all  Lenders  then
outstanding does not exceed the then remaining Commitments of the
Lenders.  Notwithstanding  anything  set  forth  above  in   this
subsection (i) to the contrary, Entergy shall not be entitled  to
compel  the  assignment  by any Lender  demanding  payment  under
Section  2.12(a) of its Commitment and Advances or terminate  and
prepay the Commitment and Advances of such Lender if, prior to or
promptly following any such demand by Entergy, such Lender  shall
have  changed or shall change, as the case may be, its Applicable
Lending  Office  for  its  Eurodollar  Rate  Advances  so  as  to
eliminate  the  further  incurrence of such  increased  cost.  In
furtherance  of the foregoing, any such Lender demanding  payment
or  giving  notice  as provided above agrees  to  use  reasonable
efforts to so change its Applicable Lending Office, if to  do  so
would  not  result in the incurrence by such Lender of additional
costs  or  expenses  which  it deems material  or,  in  the  sole
judgment   of   such  Lender,  be  inadvisable  for   regulatory,
competitive or internal management reasons.

           (j)   Anything  in this Section 9.07 to  the  contrary
notwithstanding,  any Lender may assign and  pledge  all  or  any
portion  of its Commitment and the Advances owing to  it  to  any
Federal Reserve Bank (and its transferees) as collateral security
pursuant to Regulation A of the Board of Governors of the Federal
Reserve  System and any Operating Circular issued by such Federal
Reserve  Bank.  No  such assignment shall release  the  assigning
Lender from its obligations hereunder.

           SECTION VI.8.  Governing Law.  THIS AGREEMENT AND  THE
NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

           SECTION VI.9.  Consent to Jurisdiction; Waiver of Jury
Trial.  (a)  To the fullest extent permitted by law, each of  the
Borrowers  hereby  irrevocably (i) submits to  the  non-exclusive
jurisdiction  of any New York State or Federal court  sitting  in
New  York  City and any appellate court from any thereof  in  any
action or proceeding arising out of or relating to this agreement
or  any  other Loan Document, and (ii) agrees that all claims  in
respect  of such action or proceeding may be heard and determined
in  such  New York State court or in such Federal court. Each  of
the  Borrowers  hereby irrevocably waives, to the fullest  extent
permitted  by  law, the defense of an inconvenient forum  to  the
maintenance  of such action or proceeding. Each of the  Borrowers
also  irrevocably  consents, to the fullest extent  permitted  by
law, to the service of any and all process in any such action  or
proceeding  by  the mailing by certified mail of copies  of  such
process  to  such  Borrower at its address specified  in  Section
9.02.  Each  of  the  Borrowers agrees,  to  the  fullest  extent
permitted  by  law, that a final judgment in any such  action  or
proceeding  shall  be  conclusive and may be  enforced  in  other
jurisdictions  by  suit on the judgment or in  any  other  manner
provided by law.

           (b)   EACH OF THE BORROWERS, THE AGENT AND THE LENDERS
HEREBY  IRREVOCABLY  WAIVE ALL RIGHT TO  TRIAL  BY  JURY  IN  ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING  TO
THIS  AGREEMENT OR ANY NOTE, OR ANY OTHER INSTRUMENT OR  DOCUMENT
DELIVERED HEREUNDER OR THEREUNDER.

   SECTION .10. Execution in Counterparts.  This Agreement may be 
executed in any number of counterparts and by different parties  
hereto in separate counterparts, each of which when so executed 
shall be deemed to be an original and all of which taken together 
shall constitute one and the same agreement.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement  to be executed by their respective officers  thereunto
duly authorized, as of the date first above written.


                                  ENTERGY CORPORATION


                                  By_________________________________
                                    Name:
                                    Title:


                                  ENTERGY TECHNOLOGY HOLDING
                                    COMPANY


                                  By__________________________________
                                    Name:
                                    Title:


                                  THE BANK OF NEW YORK, as Agent


                                  By__________________________________
                                    Name:
                                    Title:


Commitment                        BANKS


$100,000,000                      THE BANK OF NEW YORK


                                  By___________________________
                                    Name:
                                    Title:


<PAGE>
                           SCHEDULE I

               LIST OF APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>

               Domestic                   Eurodollar      
Name of Bank   Lending Office             Lending Office              CD Lending Office
<S>            <C>                        <C>                         <C>
The Bank of    One Wall Street            One Wall Street             One Wall Street
New York       New York, New York 10286   New York, New York 10286    New York, New York 10286
               Attn: Dennis M. Pidherny/  Attn: Dennis M. Pidherny/   Attn: Dennis M. Pidherny/
                 Jo-Ann Evans             Jo-Ann Evans                  Jo-Ann Evans
               Telephone: 212-635-7547    Telephone: 212-635-7547     Telephone: 212-635-7547
               Fax: 212-635-7923          Fax: 212-635-7923           Fax: 212-635-7923
                                                
</TABLE>                                                


                        SCHEDULE 2.05(b)

                    FORM OF INCREASE NOTICE



The Bank of New York, as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
One Wall Street
New York, New York  10286


                                    [Date]


Ladies and Gentlemen:

     The  undersigned, ENTERGY CORPORATION, refers to the  Credit
Agreement, dated as of ______, 1996 (the "Credit Agreement"), the
terms defined therein being used herein as therein defined, among
the  undersigned,  Entergy  Technology Holding  Company,  certain
Lenders  parties thereto and The Bank of New York, as  Agent  for
said  Lenders,  and hereby gives you notice pursuant  to  Section
2.05(b)  of  the  Credit  Agreement that the  undersigned  hereby
requests  that  the  aggregate  amount  of  the  Commitments   be
increased,   and  in  that  connection  sets  forth   below   the
information relating to such increase of the aggregate amount  of
the Commitments (the "Requested Increase") as required by Section
2.05(b) of the Credit Agreement:

         (i)   The  Business  Day  of the  effectiveness  of  the
         Requested  Increase  is  ______,  19___  (the  "Increase
         Date").

         (ii)  The aggregate amount of the Requested Increase  is
         $________________.

         (iii)The  aggregate  amount  of  the  Commitments  after
         giving   effect  to  the  Requested  Increase  will   be
         $________________.

         [(iv)Each  of  the following financial  institutions  is
         proposed to become a Lender on the Increase Date with  a
         Commitment in the amount set forth opposite its name:

               [set forth information]]

         [(iv)Each   of   the  following  existing   Lenders   is
         requested  to  increase its Commitment on  the  Increase
         Date to the amount set forth opposite its name:

               [set forth information]]

      The   undersigned  hereby  certifies  that  the   following
statements are true on the date hereof, and will be true  on  the
Increase Date:

          (A)   the  representations and warranties contained  in
Section  4.01  of  the Credit Agreement are correct,  before  and
after giving effect to the Requested Increase, as though made  on
and as of such date; and

          (B)   no event has occurred and is continuing, or would
result   from   such  Requested  Increase,  that  constitutes   a
Prepayment  Event or an Event of Default or would  constitute  an
Event of Default but for the requirement that notice be given  or
time elapse or both.


                             Very truly yours,

                             ENTERGY CORPORATION


                             By_________________________________
                                 Name:
                                 Title:
                          
<PAGE>                          
                          EXHIBIT A-1

                     FORM OF CONTRACT NOTE

U.S. $ _______________                 Dated: ____________, 19___


     FOR  VALUE  RECEIVED, the undersigned, [ENTERGY CORPORATION]
[ENTERGY TECHNOLOGY HOLDING COMPANY], a Delaware corporation (the
"Borrower"),   HEREBY   PROMISES  TO  PAY   to   the   order   of
____________________  (the  "Lender")  for  the  account  of  its
Applicable Lending Office (such term and other capitalized  terms
herein being used as defined in the Credit Agreement referred  to
below)  the principal sum of U.S. $___________ or, if  less,  the
aggregate principal amount of the Contract Advances made  by  the
Lender   to   the  Borrower  pursuant  to  the  Credit  Agreement
outstanding  on the Termination Date, payable on the  Termination
Date.

    The Borrower promises to pay interest on the unpaid principal
amount  of  each Contract Advance from the date of such  Contract
Advance  until  such principal amount is paid in  full,  at  such
interest  rates, and payable at such times, as are  specified  in
the Credit Agreement.

     Both  principal and interest are payable in lawful money  of
the  United States of America to The Bank of New York, as  Agent,
at  One Wall Street, New York, New York 10286, in same day funds.
Each Contract Advance made by the Lender to the Borrower pursuant
to  the  Credit  Agreement, and all payments made on  account  of
principal thereof, may be recorded by the Lender and endorsed  on
the grid attached hereto which is part of this Promissory Note.

    This Promissory Note is one of the Contract Notes referred to
in,  and  is  entitled to the benefits of, the Credit  Agreement,
dated as of  __________, 1996 (the "Credit Agreement"), among the
Borrower,  [Entergy  Corporation]  [Entergy  Technology   Holding
Company], the Lender and certain other banks parties thereto, and
The  Bank  of  New York, as Agent for the Lender and  such  other
banks. The Credit Agreement, among other things, (i) provides for
the  making  of Contract Advances by the Lender to  the  Borrower
from  time  to time in an aggregate amount not to exceed  at  any
time  outstanding  the U.S. dollar amount first above  mentioned,
the  indebtedness  of  the  Borrower  resulting  from  each  such
Contract  Advance  being evidenced by this Promissory  Note,  and
(ii)  contains provisions for acceleration of the maturity hereof
upon  the  happening  of  certain  stated  events  and  also  for
prepayments on account of principal hereof prior to the  maturity
hereof upon the terms and conditions therein specified.

     The Borrower hereby waives presentment, demand, protest  and
notice  of  any  kind. No failure to exercise, and  no  delay  in
exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights.

     THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                             [ENTERGY CORPORATION] [ENTERGY TECHNOLOGY
                             HOLDING COMPANY]

                             By_______________________________
                                 Name:
                                 Title:


<PAGE>
   
ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL
   
 Date    Amount of   Interest Period   Principal  Amount of   Notation
          Advance      (if any) of      Paid or    Unpaid     Made By
                         Advance        Prepaid   Principal
                                                   Balance
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
<PAGE>
                                                            
                                                            
                          EXHIBIT A-2

                      FORM OF AUCTION NOTE

U.S. $ _______________                  Dated: __________ , 19___

    FOR VALUE RECEIVED, the undersigned, [ENTERGY CORPORATION]
[ENTERGY TECHNOLOGY HOLDING COMPANY], a Delaware corporation (the
"Borrower"), HEREBY PROMISES TO PAY to the order of
_______________(the ""Lender") for the account of its Applicable
Lending Office (as defined in the Credit Agreement referred to
below), on __________, 19__, the principal amount of __________
Dollars ($ __________).

    The Borrower promises to pay interest on the unpaid principal
amount hereof from the date hereof until such principal amount is
paid in full, at the interest rate and payable on the interest
payment date or dates provided below:

              [Interest Rate:  ______% per annum [or]
         [Description of Interest Rate Basis and
         Margin] (calculated on the basis of a year of
         _____ days for the actual number of days
         elapsed).

              Interest Payment Date or Dates:

              Prepayment terms:

    Both principal and interest are payable in lawful money of
the United States of America to ____________ or the account of
the Lender at the office of The Bank of New York, as Agent, at
One Wall Street, New York, New York 10286, in same day funds,
free and clear of and without any deduction, with respect to the
payee named above, for any and all present and future taxes,
deductions, charges or withholdings, and all liabilities with
respect thereto to the extent and in the manner provided in the
Credit Agreement.

    This Promissory Note is one of the Auction Notes referred to
in, and is entitled to the benefits of, the Credit Agreement,
dated as of ___________ ____, 1996 (the "Credit Agreement"),
among the Borrower, [Entergy Corporation] [Entergy Technology
Holding Company], the Lender and certain other banks parties
thereto, and The Bank of New York, as Agent for the Lender and
such other banks. The Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events.

    The Borrower hereby waives presentment, demand, protest and
notice of any kind. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights.
    
    THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                             [ENTERGY CORPORATION] [ENTERGY TECHNOLOGY
                             HOLDING COMPANY]


                             By_______________________
                                 Name:
                                 Title:

<PAGE>
                          EXHIBIT B-1

              FORM OF NOTICE OF CONTRACT BORROWING



The Bank of New York, as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
One Wall Street
New York, New York  10286


                                    [Date]


Ladies and Gentlemen:

    The undersigned, [ENTERGY CORPORATION] [ENTERGY TECHNOLOGY
HOLDING COMPANY] refers to the Credit Agreement, dated as of
______, 1996 (the "Credit Agreement"), the terms defined therein
being used herein as therein defined, among the undersigned,
[Entergy Corporation] [Entergy Technology Holding Company],
certain Lenders parties thereto and The Bank of New York, as
Agent for said Lenders, and hereby gives you notice, irrevocably,
pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Contract Borrowing under the Credit
Agreement, and in that connection sets forth below the
information relating to such Contract Borrowing (the "Proposed
Contract Borrowing") as required by Section 2.02(a) of the Credit
Agreement:

         (i)  The Business Day of the Proposed Contract
         Borrowing is ______, 19___.

         (ii) The Type of Contract Advances to be made in
         connection with the Proposed Contract Borrowing is
         [Adjusted CD Rate Advances] [Base Rate Advances]
         [Eurodollar Rate Advances].

         (iii)The aggregate amount of the Proposed Contract
         Borrowing is $________________.

         (iv) The Interest Period for each Contract Advance made
         as part of the Proposed Contract Borrowing is [
         ___days] [____ month[s]].

    The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the
date of the Proposed Contract Borrowing:

         (A)  the representations and warranties contained in
Section 4.01 of the Credit Agreement are correct, before and
after giving effect to the Proposed Contract Borrowing and to the
application of the proceeds therefrom, as though made on and as
of such date; and

         (B)  no event has occurred and is continuing, or would
result from such Proposed Contract Borrowing or from the
application of the proceeds therefrom, that constitutes a
Prepayment Event or an Event of Default or would constitute an
Event of Default but for the requirement that notice be given or
time elapse or both.

    [Attached hereto is a copy of the ETC Order applicable to the
Person being acquired with the proceeds of the Contract Borrowing
requested hereby.  Also attached hereto is the opinion of FCC
counsel for the undersigned, substantially in the form of Exhibit
D-2 to the Credit Agreement.]<FN1>


                             Very truly yours,

                             [ENTERGY CORPORATION] [ENTERGY TECHNOLOGY
                             HOLDING COMPANY]


                             By_________________________________
                                 Name:
                                 Title:

__________________

<FN1>  Include in notices of Contract Borrowings by Entergy Corporation,
       unless all of the proceeds thereof are being used to repay all or
       any portion of such Borrower's outstanding Auction Borrowings.
<PAGE>
                          EXHIBIT B-2

              FORM OF NOTICE OF AUCTION BORROWING



The Bank of New York, as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
One Wall Street
New York, New York 10286


                                    [Date]


Ladies and Gentlemen:

    The undersigned, [ENTERGY CORPORATION] [ENTERGY TECHNOLOGY
HOLDING COMPANY], refers to the Credit Agreement, dated
__________ , 1996 (the "Credit Agreement"), the terms defined
therein being used herein as therein defined, among the
undersigned, [Entergy Corporation] [Entergy Technology Holding
Company], certain Lenders parties thereto and The Bank of New
York, as Agent for said Lenders, and hereby gives you notice
pursuant to Section 2.03 of the Credit Agreement that the
undersigned hereby requests an Auction Borrowing under the Credit
Agreement, and in that connection sets forth the terms on which
such Auction Borrowing (the "Proposed Auction Borrowing") is
requested to be made:

    (A)  Date of Auction Borrowing           ______________

    (B)  Amount of Auction Borrowing         ______________

    (C)  Maturity Date                       ______________

    (D)  Interest Rate Basis and Margin<FN2> ______________

    (E)  Interest Computation Basis          ______________

    (F)  Interest Payment Dates(s)           ______________

    (G)  Prepayment                          ______________

    (H)  __________________________

    (I)  __________________________

    The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the
date of the Proposed Auction Borrowing:

        (a)  the representations and warranties contained in
    Section 4.01 of the Credit Agreement are correct, before and
    after giving effect to the Proposed Auction Borrowing and to
    the application of the proceeds therefrom, as though made on
    and as of such date;

        (b)  no event has occurred and is continuing, or would
    result from the Proposed Auction Borrowing or from the
    application of the proceeds therefrom, that constitutes a
    Prepayment Event or an Event of Default or would constitute
    an Event of Default but for the requirement that notice be
    given or time elapse or both; and

        (c)  the aggregate amount of the Proposed Auction
    Borrowing and all other Borrowings to be made on the same
    day under the Credit Agreement is within the aggregate
    amount of the unused Commitments of the Lenders.

    [Attached hereto is a copy of the ETC Order applicable to the
Person being acquired with the proceeds of the Auction Borrowing
requested hereby.  Also attached hereto is the opinion of FCC
counsel for the undersigned, substantially in the form of Exhibit
D-2 to the Credit Agreement.]<FN3>

    The undersigned hereby confirms that the Proposed Auction
Borrowing is to be made available to it in accordance with
Section 2.03(a)(v) of the Credit Agreement.


                             Very truly yours,

                             [ENTERGY CORPORATION] [ENTERGY TECHNOLOGY
                             HOLDING COMPANY]


                             By_________________________________
                                 Name:
                                 Title:


__________________
<FN2>   Include if applicable.
<FN3>   Include in notices of Auction Borrowings by Entergy Corporation,
        unless all of the proceeds thereof are being used to repay all or 
        any portion of such Borrower's outstanding Contract Borrowings or
        Auction Borrowings.

<PAGE>

                          EXHIBIT B-3

                  FORM OF NOTICE OF CONVERSION



The Bank of New York, as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
One Wall Street
New York, New York  10286



                                    [Date]


Ladies and Gentlemen:

    The undersigned, [ENTERGY CORPORATION] [ENTERGY TECHNOLOGY
HOLDING COMPANY], refers to the Credit Agreement, dated as of
__________, 1996 (the "Credit Agreement"), the terms defined
therein being used herein as therein defined, among the
undersigned, [Entergy Corporation] [Entergy Technology Holding
Company], certain Lenders party thereto and The Bank of New York,
as Agent for said Lenders, and hereby gives you notice
irrevocably, pursuant to Section 2.10 of the Credit Agreement,
that the undersigned hereby requests a Conversion under the
Credit Agreement, and in that connection sets forth below the
information relating to such Conversion (the "Proposed
Conversion") as required by Section 2.10 of the Credit Agreement:

        (i)  The Business Day of the Proposed Conversion is
    __________, ____.

        (ii)  The Type of Advances comprising the Proposed
    Conversion is [Adjusted CD Rate Advances] [Base Rate
    Advances] [Eurodollar Rate Advances].

        (iii)  The aggregate amount of the Proposed Conversion
    is $______________.

        (iv)  The Type of Advances to which such Advances are
    proposed to be Converted is [Adjusted CD Rate Advances]
    [Base Rate Advances] [Eurodollar Rate Advances].

        (v)  The Interest Period for each Advance made as part
    of the Proposed Conversion is [___ days] [_____ month(s)].<FN4>


    The undersigned hereby represents and warrants that the
following statements are true on the date hereof, and will be
true on the date of the Proposed Conversion:

        (A)  The Borrower's request for the Proposed Conversion
    is made in compliance with Section 2.10 of the Credit
    Agreement; and

        (B)  The statements contained in Section 3.02(i) of the
    Credit Agreement are true.


                             Very truly yours,

                             [ENTERGY CORPORATION] [ENTERGY TECHNOLOGY
                             HOLDING COMPANY]


                             By_________________________________
                                 Title:
______________________
<FN4>   Delete for Base Rate Advances.

<PAGE>
                           EXHIBIT C

               FORM OF ASSIGNMENT AND ACCEPTANCE

                                          Dated __________, 19___


    Reference is made to the Credit Agreement, dated as of
________________ ____, 1996 (as amended, modified or supplemented
from time to time, the "Credit Agreement"), among Entergy
Corporation, a Delaware corporation, Entergy Technology Holding
Company, a Delaware corporation (collectively with Entergy
Corporation, the "Borrowers"), the Lenders (as defined in the
Credit Agreement) and The Bank of New York, as Agent for the
Lenders (the "Agent").  Terms defined in the Credit Agreement are
used herein with the same meaning.

    __________ (the "Assignor") and ________(the "Assignee")
agree as follows:

    1.  The Assignor hereby sells and assigns to the Assignee
without recourse, and the Assignee hereby purchases and assumes
from the Assignor, that interest in and to all of the Assignor's
rights and obligations under the Credit Agreement as of the date
hereof (other than in respect of Auction Advances and Auction
Notes) which represents the percentage interest specified on
Schedule 1 of all outstanding rights and obligations under the
Credit Agreement (other than in respect of Auction Advances and
Auction Notes), including, without limitation, such interest in
the Assignor's Commitment, the Contract Advances owing to the
Assignor, and the Contract Note[s] held by the Assignor. After
giving effect to such sale and assignment, the Assignee's
Commitment and the amount of the Contract Advances owing to the
Assignee will be as set forth in Section 2 of Schedule 1.

    2.  The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it
hereunder and that such interest is free and clear of any adverse
claim; (ii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit
Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any
other instrument or document furnished pursuant thereto; (iii)
makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrowers or the
performance or observance by the Borrowers of any of their
respective obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto; and (iv)
attaches the Contract Note[s] referred to in paragraph 1 above
and requests that the Agent exchange such Contract Note[s] for a
new Contract Note payable to the order of the Assignee in an
amount equal to the Commitment assumed by the Assignee pursuant
hereto or new Contract Notes payable to the order of the Assignee
in an amount equal to the Commitment assumed by the Assignee
pursuant hereto and the Assignor in an amount equal to the
Commitment retained by the Assignor under the Credit Agreement,
respectively, as specified on Schedule 1 hereto. Except as
specified in this Section 2, the assignment hereunder shall be
without recourse to the Assignor.

    3.  The Assignee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial
statements referred to in Section 4.01 thereof and such other
documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will,
independently and without reliance upon the Agent, the Assignor
or any other Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the
Credit Agreement; (iii) appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers
under the Credit Agreement as are delegated to the Agent by the
terms thereof, together with such powers as are reasonably
incidental thereto; (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the
terms of the Credit Agreement are required to be performed by it
as a Lender; [and] (v) specifies as its CD Lending Office,
Domestic Lending Office (and address for notices) and Eurodollar
Lending Office the offices set forth beneath its name on the
signature pages hereof [and (vi) attaches the forms prescribed by
the Internal Revenue Service of the United States certifying that
it is exempt from United States withholding taxes with respect to
all payments to be made to the Assignee under the Credit
Agreement and the Notes].

    4.  Following the execution of this Assignment and Acceptance
by the Assignor and the Assignee, it will be delivered to the
Agent for acceptance and recording by the Agent. The effective
date of this Assignment and Acceptance shall be the date of
acceptance thereof by the Agent, unless otherwise specified on
Schedule 1 hereto (the "Effective Date"); provided, however, that
in no event shall this Assignment and Acceptance become effective
prior to the payment for the processing and recordation fee to
the Agent as provided in Section 8.07(a) of the Credit Agreement.

    5.  Upon such acceptance and recording by the Agent, as of
the Effective Date, (i) the Assignee shall be a party to the
Credit Agreement and, to the extent provided in this Assignment
and Acceptance, have the rights and obligations of a Lender
thereunder and (ii) the Assignor shall, to the extent provided in
this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

    6.  Upon such acceptance and recording by the Agent, from and
after the Effective Date, the Agent shall make all payments under
the Credit Agreement and the Contract Notes in respect of the
interest assigned hereby (including, without limitation, all
payments of principal, interest and commitment fees with respect
thereto) to the Assignee. The Assignor and Assignee shall make
all appropriate adjustments in payments under the Credit
Agreement and the Contract Notes for periods prior to the
Effective Date directly between themselves.

    7.  THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

    8.  This Assignment and Acceptance may be signed in any
number of counterparts, each of which shall be deemed an
original, with the same effect as if the signatures thereto and
hereto were up on the same instrument.

    IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed by their respective
officers thereunto duly authorized, as of the date first above
written, such execution being made on Schedule 1 hereto.


                             [NAME OF ASSIGNOR]


                             By_______________________________
                               Name:
                               Title:



                             [NAME OF ASSIGNEE]


                             By______________________________
                               Name:
                               Title:



                             CD Lending Office:
                             [Address]


                             Domestic Lending Office (and
                               address for notices):
                             [Address]


                             Eurodollar Lending Office:
                             [Address]


Accepted this ___ day
of _________ , 19 __


THE BANK OF NEW YORK, as Agent


By __________________
   Name:
   Title:



<PAGE>
                           Schedule 1
                  to Assignment and Acceptance

                    Dated __________, 19___



   Section 1.                                         
                                                      
     Percentage Interest:                                ______
                                                            %
                                                             
   Section 2.                                                
                                                             
     Assignee's Commitment:                              $_____
                                                             
     Aggregate Outstanding Principal                           
         Amount of Contract Advances                     $_____
         owing to the Assignee:
                                                             
     A Contract Note payable to the order of the Assignee                       
          Dated: _______, 19___                          $_____
          Principal amount:
                                                             
     [A Contract Note payable to the order of the Assignor          
          Dated: _______, 19___                          $_____]
          Principal amount:
                                                             
   Section 3.                                                
                                                             
     Effective Date<FN5>:   ________, 19___                       


___________________
<FN5>   This date should be no earlier than the date of acceptance by
        the Agent.

<PAGE>
                          EXHIBIT D-2

                       FORM OF OPINION OF
                      COUNSEL FOR ENTERGY

    [Letterhead of Laurence M. Hamric, Entergy Corporation]


 [Set forth below are the substantive opinions to be provided]


         Based on the foregoing, and subject to the
qualifications hereinafter expressed, it is my opinion that:

         1.  The Acquiree is an "exempt telecommunications
company" within the meaning of section 34(a)(1) of the Public
Utility Holding Company Act of 1935, as amended ("PUHCA").

         2.  The Acquiree has obtained an ETC Order with respect
to its status as an "exempt telecommunications company" within
the meaning of section 34(a)(i) of PUHCA, and such ETC Order is
in full force and effect.

         3.  No authorization or approval or other action by, or
notice, filing or registration with, the Securities and Exchange
Commission (the "SEC"), the Federal Communications Commission or
any other governmental or regulatory authority, other than the
ETC Order obtained with respect to the Acquiree and such notice
as may be required to be filed with the SEC pursuant to section
34(f) of PUHCA, is or will be required to be obtained or made by
the Acquiree, Entergy or any of its subsidiaries in connection
with the Borrowings the proceeds of which will be used to effect
the acquisition by Entergy of the Acquiree.
                           
<PAGE>
                           EXHIBIT E

                       FORM OF OPINION OF
                   SPECIAL NEW YORK COUNSEL
                         FOR THE AGENT

      [Letterhead of Winthrop, Stimson, Putnam & Roberts]




                             _______ __, 1996



To the Agent and each Lender party to
  the Credit Agreement referred to below


Ladies and Gentlemen:

         We have acted as counsel to The Bank of New York, as
Agent, in connection with the negotiation, execution and delivery
of the Credit Agreement, dated as of September 13, 1996, among
Entergy Corporation and Entergy Technology Holding Company, as
Borrowers, the banks named therein, as Banks, and The Bank of New
York, as Agent (the "Credit Agreement").  Terms defined in the
Credit Agreement that are not otherwise defined herein are used
herein with the meanings therein ascribed to them.

         For the purposes of rendering the opinions contained in
this letter, we have examined executed counterparts of the Credit
Agreement and the Notes delivered on the date hereof
(collectively, the "Loan Documents").

         For the purposes of this opinion, we have assumed (i)
the authenticity of all such documents submitted to us as
originals, (ii) the due authorization, execution and delivery by
the Agent and the Banks of the Loan Documents to which they are
parties, (iii) that each of the Borrowers has the corporate
power, and has taken all necessary corporate action to authorize
it, to execute, deliver and perform each of the Loan Documents to
which it is a party, (iv) that the Loan Documents have been duly
executed and delivered by each of the Borrowers that is a party
thereto and (v) that the execution, delivery and performance in
accordance with their respective terms by each of the Borrowers
of the Loan Documents to which it is a party do not and will not
(A) require any authorization or approval or other action by, or
any notice to or filing with, any governmental authority or
regulatory body (such authorizations, approvals, actions, notices
and filings hereinafter referred to as "Governmental Approvals"),
other than any such Governmental Approvals that have been
obtained or made, are final and not subject to review or
collateral attack and are in full force and effect, or (B)
violate or conflict with, result in a breach of, or constitute a
default under (1) any contract, agreement, instrument,
certificate of incorporation, charter or by-law to which either
Borrower is a party or by which it or its properties may be bound
or (2) any Governmental Approval or any order, decision, judgment
or decree of any court or arbitrator.

         Based upon the foregoing, and subject to the
qualifications and limitations set forth herein, we are of the
opinion that the Loan Documents are legal, valid and binding
obligations of the Borrowers party thereto, enforceable against
such Borrowers in accordance with their respective terms.

         Our opinion above is subject to the following
qualifications and limitations:

         (a)   Our opinion is subject to the effect of applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance and
other laws affecting the enforcement of creditors' rights
generally and to the effect of general equitable principles
(whether considered in a proceeding in equity or at law).  Such
principles applied by a court might include a requirement that a
creditor act with reasonableness and good faith.  Furthermore, a
court may refuse to enforce a covenant where a court deems such
covenant to be violative of applicable public policy.

         (b)   Our opinions are limited to the law of the State
of New York and the Federal law of the United States.  Without
limiting the generality of the foregoing, we express no opinion
as to the effect of the law of any jurisdiction other than the
State of New York wherein any Lender may be located or wherein
enforcement of the Loan Documents may be sought that limits the
rates of interest legally chargeable or collectable.

         This opinion is intended for the sole benefit of the
Agent and the Lenders and no other person shall be entitled to
rely hereon for any purpose.

                             Very truly yours,