Exhibit 10(a)91

                     CONFIDENTIAL MEMORANDUM

To:       Jerry D. Jackson

From:     J. Wayne Leonard

Subject:  Your Early Retirement

Based   upon  discussions  regarding  your  request   for   early
retirement, it is agreed that Entergy Corporation (the "Company")
shall  accommodate your request for early retirement pursuant  to
the  terms  of  the  Company's plans and programs  in  which  you
participate (including, but not limited to, your participation in
the  System Executive Retirement Plan of Entergy Corporation  and
Subsidiaries ("SERP"), the Pension Equalization Plan  of  Entergy
Corporation and its Subsidiaries ("PEP"), and the Post-Retirement
Plan   of  Entergy  Corporation  and  Subsidiaries  ("PRP"),   in
accordance  with the terms of such plans and with all  applicable
added   years   of  service  as  detailed  in  your   Participant
Application for each plan) ("Early Retirement"), subject  to  the
terms and conditions set forth in this letter agreement:

1.  Acceptance of Early Retirement Request.  Except as otherwise
    provided in paragraph 7 herein, the Company irrevocably accepts
    your signature below as your formal irrevocable request for Early
    Retirement effective April 1, 2003, and unless you die, become
    disabled within the meaning of the Company sponsored Long Term
    Disability Plan ("Disabled"), your last day of active employment
    with the Company and its affiliates and subsidiaries ("Entergy
    System") shall be March 31, 2003 ("Final Employment Date"), and
    your Early Retirement shall be effective April 1, 2003.

2.  Compensation until Final Employment Date. Except as
    otherwise provided in paragraphs 6 or 7 herein, unless you die or
    become Disabled, from the date on which you accept in writing and
    return to me this agreement ("Effective Date"), you shall:

     (a)  retain your System Management Level 2 status until your
          Final Employment Date;
     (b)  retain your current title until such time as a successor
          assumes your title or is  assigned all or part of the duties and
          functions of your title as the Company in its sole discretion may
          determine ("Successor Placement Date"), which event is
          anticipated to occur effective January 1, 2002;
     (c)  be entitled to continue to receive your current rate of
          annual base salary until your Final Employment Date in accordance
          with your Entergy System employer's regular payroll schedule; and
     (d)  except as otherwise provided in this letter agreement,
          continue to be eligible until your Final Employment Date for the
          compensation and benefits being provided to you by your Entergy
          System employer under the plans, programs and policies in
          existence on the Effective Date, in accordance with the terms and
          conditions of the applicable plans, programs and policies
          (including accrual of vacation time), as may be amended.

3.  System Service until Final Employment Date. Except as
    otherwise provided in paragraphs 6 or 7 herein, unless you die or
    become Disabled, from the Successor Placement Date until your
    Final Employment Date (the "Transition Period"):

     (a)  your Entergy System employer shall provide you with an
          office and secretarial support; and
     (b)  you shall report to work at such location as you and the
          Chief Executive Officer may agree, use your best efforts to
          perform such services for the benefit of the Entergy System as
          the Chief Executive Officer or your successor may request, and
          continue to comply with the Code of Entegrity and all Entergy
          System policies applicable to regular Entergy System employees.

4.  Early Retirement. Except as otherwise provided in paragraphs
    6 or 7 herein, unless you die or become Disabled, on April 1,
    2003 when you commence your Early Retirement, you shall be
    entitled to all normal post-retirement compensation and benefits
    for which you are eligible in accordance with the Company's
    plans, policies and programs as in effect immediately prior to
    such Early Retirement.  In addition, the Company shall supplement
    the nonqualified retirement benefit you elect to receive under
    the terms and conditions of the SERP, PEP, or PRP ("Applicable
    Plan") so that the total benefit you receive from the Applicable
    Plan and the supplemental benefit provided under this paragraph 4
    will be equal to the benefit you have accrued under the
    Applicable Plan as of your Early Retirement, with the discount
    rate applicable to such Early Retirement benefit calculated as if
    you commenced Applicable Plan benefit payments as of March 31,
    2005 ("Subsidized Retirement Benefit").

5.  Consulting Services after Final Employment Date. Except as
    otherwise provided in paragraphs 6 or 7 herein, unless you die or
    become Disabled, effective from April 1, 2003 until March 31,
    2005 ("Consulting Period"), you shall become a consultant to the
    Company subject to (a) your execution on or within 21 days
    following the Final Employment Date of a release in substantially
    the form of Exhibit A, attached hereto and made a part hereof,
    (which release you will have at least twenty-one (21) calendar
    days to consider, although you may sign it sooner than the
    expiration of such 21-day period) and delivery of same to Company
    and (b) the expiration of any period during which you are
    permitted to revoke such release in accordance with its terms, so
    long as you have not revoked the release during such period.  As
    a consultant hereunder, you shall perform services for the
    Entergy System within your area of expertise and capability on an
    "as needed" basis (but with a work load much reduced from your
    current work load), with your responsibilities to be assigned by
    the Company's Chief Executive Officer and with an annual cash
    consulting fee equal to the highest rate of annual base salary
    payable to you by the Entergy System prior to the Final
    Employment Date.  You shall control the manner in which you
    render consulting services hereunder and rendering such services
    shall in no way constitute or be construed as creating an
    employer/employee relationship, partnership, joint venture, or
    other business group or concerted activity between any Entergy
    System company and you.   You shall not be an active employee of
    the Entergy System, and after your Final Employment Date, you
    shall not be eligible for participation in any Entergy System
    incentive plans or programs or continued accruals under any
    Entergy System qualified or nonqualified plans.  You shall be
    responsible for any applicable federal or state taxes associated
    with consulting fees paid during the Consultant Period.

6.  Change in Control. The capitalized terms "Qualifying Event,"
    "Change in Control," "Change in Control Period," "Potential
    Change in Control," "Eligible Employee," and "Plan Administrator"
    used in this paragraph 6, unless otherwise specified, shall have
    the respective meanings set forth in the System Executive
    Continuity Plan of Entergy Corporation and Subsidiaries
    ("Continuity Plan") as may be amended.  To the extent this letter
    agreement references or incorporates provisions of any other
    System Company plan and (a) such other plan is amended,
    supplemented, modified or terminated during the two-year period
    commencing on the date of a Potential Change in Control and (b)
    such amendment, supplementation, modification or termination
    adversely affects any benefit under this letter agreement,
    whether it be in the method of calculation or otherwise, then for
    purposes of determining benefits under this letter agreement, the
    parties shall rely upon the version of such other plan in
    existence immediately prior to any such amendment,
    supplementation, modification or termination, unless such change
    is agreed to in writing and signed by you and the Company, or by
    your or its legal representatives or successors.  The provisions
    of paragraph 6(a), 6(b) or 6(c), as applicable, shall control any
    and all benefits that may be payable to you as a result of a
    Qualifying Event, and payment under this paragraph 6 shall
    preclude entitlement to any other compensation and benefit
    available under this letter agreement.

    (a)  Until Commencement of the Transition Period.  You shall
         become a participant in the Continuity Plan as of the date on or
         after the Effective Date you execute and return to the Plan
         Administrator a Restated Participant Application in a form
         substantially similar to that attached to this letter agreement
         as Exhibit B. You acknowledge that your participation in the
         Continuity Plan shall be at System Management Level 2 and in
         accordance with the terms of the Plan and the Restated
         Participant Application.  As detailed in the Restated Participant
         Application, you acknowledge that you will continue to be an
         Eligible Employee for Continuity Plan purposes in accordance with
         its terms and only until the Successor Placement Date.  In
         addition to any benefits to which you may be entitled under the
         Continuity Plan, in the event of a Qualifying Event you shall be
         entitled to the Subsidized Retirement Benefit.

    (b)  From Commencement of Transition Period Until Final
         Employment Date. On and after the Successor Placement Date, you
         shall no longer be eligible to participate in the Continuity
         Plan, but rather, subject to the same forfeiture provisions set
         forth in Section 6.01 of the Continuity Plan, you will be
         entitled to the following benefits if you should experience a
         Qualifying Event prior to your Final Employment Date, although
         for purposes of determining whether a Qualifying Event has
         occurred under this paragraph 6(b), the definition of Good Reason
         as set forth in the Continuity Plan shall be redefined to mean
         the breach, without your express written consent, of any
         obligations owed to you under this letter agreement during the
         Change in Control Period:

          (i)  an immediate lump sum cash payment equal to the remaining
               unpaid base salary that would have been paid to you had your
               employment under this agreement continued until your Final
               Employment Date; and

          (ii) the Subsidized Retirement Benefit; and

         (iii) all legal fees and expenses incurred by you in
               disputing in good faith any issue hereunder relating to whether
               you have experienced a Qualifying Event or in seeking in good
               faith to obtain or enforce any benefit or right provided by this
               Agreement or in connection with any tax audit or proceeding to
               the extent attributable to the application of section 4999 of the
               Code to any payment or benefit provided hereunder.  Any such
               payments shall be made within thirty (30) business days after
               delivery of your written request for payment accompanied with
               such evidence of fees and expenses incurred as Employer
               reasonably may require.

          (iv) As a condition to receiving the change in control benefits,
               if any, payable under this paragraph 6(b), you agree to the
               following:

               (a) For a period of two years following the date of the
                   Qualifying Event, you shall not engage in any employment or
                   other activity (without the prior written consent of
                   Company) either in your individual capacity or together with
                   any other person, corporation, governmental agency or body,
                   or other entity, that is (I) listed in the Standard & Poor's
                   Electric Index or the Dow Jones Utilities Index; or (II) in
                   competition with, or similar in nature to, any business
                   conducted by any Entergy System Company at any time during
                   such period, where such competing employer is located in,
                   or servicing in any way customers located in, those
                   parishes and counties in which any Entergy System Company
                   services customers during such period.  In the event you
                   violate any provision of this paragraph 6(b)(iv)(a), you
                   shall repay to Company, within 30 (thirty) business days
                   of Company's written request therefor, any amounts
                   previously paid to you pursuant to paragraph 6, and
                   you shall have no further entitlement to receive
                   any additional payments or benefits under this agreement.

               (b) For a period of two years following the date of a
                   Qualifying Event, you agree not to take any action or
                   make any statement, written or oral, to any current or
                   former employee of any Entergy System Company, or to
                   any other person, which disparages any Entergy System
                   Company, its management, directors or shareholders, or
                   its practices, or which disrupts or impairs their normal
                   operations, including actions or statements (I) that
                   would harm the reputation of any Entergy System Company
                   with its clients, suppliers, employees or the public;
                   or (II) that would interfere with existing or prospective
                   contractual or employment relationships with any Entergy
                   System Company or its clients, suppliers or employees.
                   In the event you violate any provision of this paragraph
                   6(b)(iv)(b), you shall repay to Company, within 30 (thirty)
                   business days of Company's written request therefor, any
                   amounts previously paid to you pursuant to paragraph 6, and
                   you shall have no further entitlement to receive any
                   additional payments or benefits under this agreement.

    (c)  During Consulting Period.  Except as provided in paragraph
         7, in the event there occurs a Change in Control on or after
         commencement of the Consulting Period and the Company or its
         successor refuses to honor the consulting arrangement outlined in
         paragraph 5 of this letter agreement, you shall be entitled to
         demand and receive an immediate lump sum cash payment equal to
         any unpaid consulting fee you would otherwise have received for
         the remainder of the Consulting Period. You shall also be
         entitled to reimbursement for all legal fees and expenses
         incurred by you in enforcement of the payment provided by this
         Section 6(c).  Any such payments shall be made within thirty (30)
         business days after delivery of your written request for payment
         to Company or its successor accompanied with such evidence of
         fees and expenses incurred as Company or its successor reasonably
         may require.

7.  You shall cease to be entitled to any benefits under this
    letter agreement, including, but not limited to, Company
    permission for Early Retirement as applicable, if (a) you
    terminate employment other than because of Good Reason (as
    defined in the Continuity Plan) prior to the Final Employment
    Date; or (b) you terminate your consulting arrangement outlined
    in paragraph 5 of this letter agreement other than because
    Company or its successor refuses to honor the consulting
    arrangement; or (c) Company terminates your System Company
    employment or your consulting arrangement under this letter
    agreement, as applicable, because you (i) willfully and
    continually fail to substantially perform your duties (other than
    such failure resulting from your incapacity due to physical or
    mental illness); or (ii) are convicted of or enter a plea of
    guilty or nolo contendere to a felony or other crime that has or
    may have a material adverse affect on your ability to carry out
    your duties or upon the reputation of any System Company; or
    (iii) materially violate any agreement with a System Company,
    including, without limitation, violation of this letter
    agreement; or (iv) disclose confidences of any System Company.

8.  The Company and you shall keep the terms and conditions of
    this letter agreement confidential, although disclosure of
    information to your spouse, attorney or financial consultant, or
    pursuant to subpoena, judicial process, request of a governmental
    authority, or as otherwise required by law shall not be deemed a
    violation of this provision.  Further, you agree that you shall
    not disclose to any person or entity any non-public data or
    information concerning the Entergy System (including, without
    limitation, all information concerning the business transactions
    and the financial arrangements of any one or all of the companies
    in the Entergy System), although disclosure of information
    pursuant to subpoena, judicial process, or request of a
    governmental authority shall not be deemed a violation of this
    provision, provided that you provide Company immediate notice of
    any such subpoena or request and fully cooperate with any action
    by the Entergy System to judicially protect information from
    disclosure or otherwise object to, quash, or limit such request.
    In the event of any breach or threatened breach by you of this
    section of this agreement, any company in the Entergy System
    shall be entitled to an injunction, without bond, restraining you
    from violating the provisions, in addition to any other relief
    that may be recoverable.

9.  The validity, interpretation, construction and performance
    of this letter agreement shall be governed by the law of the
    State of Delaware, without reference to its choice of law rules.
    Notices and all other communications provided for herein shall be
    in writing and shall be deemed to have been duly given when
    delivered or mailed by United States registered mail, return
    receipt requested, postage prepaid, to the following address
    shown below or thereafter to such other address as either party
    may have furnished to the other in writing in accordance
    herewith, except that notice of change of address shall be
    effective only upon actual receipt:

     If to Company or its successor:       If to Executive:
     Care of:                              Jerry D. Jackson
     General Counsel, Entergy Corporation  1505 Nashville Avenue
     639  Loyola  Avenue                   New  Orleans,  LA 70115
     New Orleans, LA 70113-3125

10. This  letter agreement constitutes the entire understanding
    and  agreement  of  the  parties with respect  to  the  matters
    discussed herein and supersedes all other prior agreements  and
    understandings, written or oral, between the parties with respect
    to  such  matters.  Without  limiting  the  generality  of  the
    foregoing, upon the Effective Date, and in consideration of the
    benefits provided herein, the retention agreement between you and
    the  Company, dated as of October 11, 2000 and effective as  of
    July 29, 2000 (the "Retention Agreement") is hereby terminated,
    and you shall not be entitled to receive any amounts thereunder,
    including, but not limited to, any amounts payable under Section
    3 thereof.  You acknowledge and agree that this letter agreement
    meets all requirements contained in the Retention Agreement  or
    otherwise necessary to discharge the Company from its obligations
    under the Retention Agreement.  You further acknowledge that upon
    execution of this letter agreement and in consideration of  the
    benefits provided herein, notwithstanding any other provision of
    this letter agreement to the contrary, you will not be entitled
    to  any  retention, severance, termination or  similar  benefit
    otherwise payable to you under any plan, program, arrangement or
    agreement  of  or with the Entergy System (except as  otherwise
    specifically  provided for in this letter agreement),  although
    this  provision shall not effect your entitlement (if  any)  to
    Company retirement plans and programs in accordance with  their
    terms and conditions.

11. The Company may withhold from any amounts payable under this
    letter agreement all federal, state and other taxes as shall be
    legally required.

12. This letter agreement may not be modified, amended or waived
    except in a writing signed by both parties.  The waiver by either
    party of a breach of any provision of this letter agreement shall
    not operate to waive any subsequent breach of the letter
    agreement.

13. Neither this letter agreement nor the right to receive
    benefits hereunder may not be assigned, encumbered or alienated
    by you in any manner.  Any attempt to so assign, encumber or
    alienate shall constitute a material violation of this letter
    agreement.

Please indicate your acceptance of the terms of this letter
agreement by signing and dating both copies and returning one to
me at your earliest convenience.


                              /s/ J. Wayne Leonard
                              J. Wayne Leonard
                              Chief Executive Officer
                              Entergy Corporation


Agreed to and accepted this 25th day of July, 2001


/s/ Jerry D. Jackson
Jerry D. Jackson