Exhibit 10(a)97

                      EMPLOYMENT AGREEMENT

This  Employment Agreement ("Agreement") is entered into  between
Entergy Services, Inc. ("Employer"), a Delaware corporation,  and
Curt  L. Hebert, Jr. ("Executive").  The earliest date upon which
both Executive and Employer have executed this Agreement shall be
its  effective  date ("Effective Date"), although  the  Agreement
shall   be  wholly  voidable  by  Employer  if  Employer  obtains
unsatisfactory  pre-employment reference and security  background
checks   on  Executive,  Executive  fails  to  provide   suitable
documentation of Executive's identity and employment  eligibility
(I-9  INS  certification),  or Executive  fails  to  successfully
complete  a  pre-employment  drug  screening.    The  details  of
employment under this Agreement are set forth below and supercede
any  other  oral  or written employment offers,  representations,
agreements  or  contracts Executive may have  received  from,  or
entered  into with, Employer, Entergy Corporation, or  any  other
affiliate or subsidiary of Entergy Corporation (each, an "Entergy
System Company," and collectively, the "Entergy System") prior to
the  execution of this Agreement, which prior offers,  agreements
or contracts Executive acknowledges are without effect.

In  consideration of the premises and the mutual  agreements  set
forth below, the parties hereby agree as follows:

I.  EMPLOYMENT AND DUTIES:

  A.    Employment.   Employer  agrees to employ  Executive,  and
     Executive accepts such employment, on the terms and conditions
     set forth in this Agreement. The employment contemplated by this
     Agreement refers to employment by Employer or any other Entergy
     System Company. Entergy System Companies other than Executive's
     immediate  employer  shall be third party  beneficiaries  of
     Executive's obligations under this Agreement.  Moreover, Employer
     may assign this Agreement, and Executive's employment, to any
     successor company or business.  Executive shall at all times
     comply with and be subject to such policies and procedures as the
     Entergy System or Employer may establish from time to  time,
     including, but not limited to, the Code of Entegrity and all
     policies or practices referenced therein, as may be amended from
     time to time.

  B.    Employment  Period. The period during which Executive  is
     employed under this Agreement (the "Employment Period") shall
     commence  on September 1, 2001 (the "Employment Date")  and,
     subject to earlier termination in accordance with this Agreement,
     the term of Executive's employment under this Agreement shall end
     three  calendar years thereafter on September 1,  2004  (the
     "Term").  Executive and Employer agree that Executive's first day
     actively at work for Employer shall be the Employment Date.

  C.   Duties. During the Employment Period, Executive shall serve
     as Executive Vice President, External Affairs on behalf of the
     Entergy System.  Executive shall report to the Chief Executive
     Officer of Entergy Corporation (the "CEO") and shall have those
     powers and duties consistent with his position and as may be
     established by the CEO.  Executive agrees to devote all of his
     full working time, attention, and energy to the performance of
     his duties or such other activities as the CEO may approve and
     shall faithfully render his best efforts to promote, advance, and
     conduct the business of the Entergy System.  Executive agrees
     that he may not engage, directly or indirectly, in any other
     business,  investment,  or  activity  that  interferes  with
     Executive's performance of his duties hereunder, is contrary to
     the interests of Employer or any other Entergy System Company, or
     requires any significant portion of Executive's business time.
     Executive further acknowledges and agrees that Executive owes a
     fiduciary duty of loyalty, fidelity and allegiance to the Entergy
     System to act at all times in the best interests of the Entergy
     System  Companies  and to do no act which would  injure  the
     business, interests, or reputation of any Entergy System Company.
     The principal place of employment of the Executive shall be at
     the Entergy System's principal corporate offices in New Orleans,
     Louisiana.

II.  COMPENSATION AND RELATED MATTERS:

  A.    Base Salary.  Following the Employment Date and until the
     termination of Executive's employment under this Agreement, as
     compensation for the performance by the Executive of his duties
     hereunder, Employer shall pay Executive a base salary at  an
     annual rate of THREE HUNDRED TWENTY FIVE THOUSAND ($325,000)
     DOLLARS, or such greater rate as may be approved from time to
     time  by  Executive's Entergy System employer, in  its  sole
     discretion (the "Base Salary"). The Base Salary shall be payable
     in accordance with the normal payroll practice of Executive's
     Entergy System Company employer while Executive is employed by
     such Entergy System Company in accordance with this Agreement.
     The Base Salary shall be subject to all appropriate withholdings
     or other deductions required by law or by the Entergy System
     Company's established policies, and an Entergy System Company
     employer shall have the right to require Executive to remit to
     it, or to withhold from other amounts payable to Executive, as
     compensation or otherwise, an amount sufficient to satisfy all
     federal,  state and local withholding tax requirements.   If
     Executive should die while still employed in accordance with the
     terms of this Agreement, the amount of any monthly base salary
     that was earned by Executive prior to his death but not yet paid
     to Executive shall be paid to his estate.

  B.    Signing Bonus.  Within 60 days after the Employment Date,
     but  subject  to the repayment provisions set forth  herein,
     Executive shall receive a one-time signing bonus of ONE HUNDRED
     FIFTY THOUSAND AND NO/100 ($150,000.00) DOLLARS (the "Signing
     Bonus"); provided that Executive may elect to defer  receipt
     (using various investment options available through T.  Rowe
     Price)  of such Signing Bonus until Executive leaves Entergy
     System Company employment. Such deferral will be in accordance
     with all of the terms and conditions of the Executive Deferred
     Compensation Plan of Entergy Corporation and its Subsidiaries.
     If Executive wishes to defer all or part of the Signing Bonus,
     Executive  must  elect  such deferral prior  to  Executive's
     Employment Date and may specify the deferral amount at the bottom
     of this Agreement. Executive agrees that Employer shall not have
     received  adequate consideration for the  Signing  Bonus  if
     Executive voluntarily resigns or if Executive's employment with
     Employer or any other Entergy System Company is involuntarily
     terminated  for  Cause (as defined in Section  III  of  this
     Agreement) prior to September 1, 2004.  Accordingly, if prior to
     September  1,  2004, Executive voluntarily  resigns  or  his
     employment with Employer or any other Entergy System Company is
     involuntarily terminated for Cause (as defined in Section III of
     this Agreement), Executive will repay to Employer within seven
     calendar days following written demand by Employer (or, to the
     extent payment of the Signing Bonus was deferred in accordance
     with this Section, Executive's deferred compensation account
     under  the  Executive Deferred Compensation Plan of  Entergy
     Corporation shall immediately be automatically reduced without
     further  action of Executive) a share of the  Signing  Bonus
     according to the following schedule:

     Before September 1, 2002:  Entire Signing Bonus repayment required

     After September 1, 2002 but
     before September 1, 2003:       $100,000 repayment required

     After September 1, 2003 but
     before September  1,  2004:     $  50,000 repayment required

     On or after September 1, 2004:  No  repayment required

  C.     Up-front  Stock  Option  Grant.   Following  Executive's
     Employment Date and upon approval by the Personnel Committee of
     the  Entergy  Corporation  Board  of  Directors  ("Personnel
     Committee"), Executive will be granted 58,500 stock options of
     Entergy Corporation common stock (at an option price equal to the
     fair market value of Entergy Corporation common stock on the date
     of  grant) under the terms and conditions of the 1998 Equity
     Ownership Plan of Entergy Corporation and Subsidiaries ("EOP") if
     Executive is deemed an "insider" under Rule 16 of the Securities
     Exchange Act of 1934, or otherwise under the terms and conditions
     of the Entergy Corporation and Subsidiaries Equity Awards Plan
     (the "EAP").  It is anticipated that the Personnel Committee will
     grant such options to vest at the rate of one-third on each of
     the first three anniversaries of the date of grant if Executive
     is an Entergy System Company employee on each such anniversary
     date, in accordance with the terms and conditions of the EOP or
     EAP, as applicable.

  D.    Up-front  Restricted  Unit Grant.  Following  Executive's
     Employment Date and upon approval by the Personnel Committee and
     subject  to the terms and conditions of the EOP or  EAP,  as
     applicable, Executive will be granted 10,000 restricted units
     ("Restricted  Units"), where each of  the  Restricted  Units
     represents the dollar value equivalent of one share of Entergy
     Corporation common stock. Restrictions on the Restricted Units
     (without dividends) will be lifted at the rate of one-third on
     September 1, 2002; one-third on September 1, 2003; and the final
     one-third on September 1, 2004, provided Executive is an Entergy
     System Company employee on each such date, in accordance with the
     terms and conditions of the EOP or EAP, as applicable.

  E.    Executive  Annual  Incentive Plan.   Beginning  with  the
     remainder of calendar year 2001, Executive will be eligible to
     participate in the Executive Annual Incentive Plan ("EAIP") in
     accordance with its terms and conditions, with a target value of
     60% of Executive's annual base salary.  Because the EAIP is on a
     calendar year basis, Executive will be eligible for a pro-rated
     pay  out for calendar year 2001 based on Executive's  actual
     Employment Date.  Individual EAIP awards are discretionary.

  F.   Long Term Incentive Program. The Long Term Incentive Program
     ("LTIP")  of  the  EOP  or the EAP, as applicable,  provides
     participants with performance units ("Performance Units").  Each
     of the Performance Units represents the cash equivalent of one
     share  of  Entergy Corporation common stock.  The  Personnel
     Committee determines the grant of Performance Units at the end of
     the   applicable  three-calendar  year  performance   period
     ("Performance Period") based on the Entergy System's attained
     achievement  level for such Performance Period.  Subject  to
     Personnel Committee approval and the terms and conditions of the
     EOP or EAP, as applicable, Executive will be eligible for  a
     Target LTIP award of 8,500 Performance Units for each Performance
     Period  during which Executive is a System Company employee,
     although Executive's Performance Units shall be pro-rated based
     on the number of full months Executive is employed with Employer
     or  any  other Entergy System Company during each applicable
     Performance Period.

  G.   Annual Stock Option Plan.  During Executive's Entergy System
     Company employment, Executive will be eligible to receive such
     stock  option  grants, if any, as may be determined  in  the
     discretion of the Personnel Committee.  Subject to approval by
     the  Personnel Committee, in the calendar year 2002,  it  is
     anticipated that Executive will be eligible to receive 58,500
     stock options at target level under the terms and conditions of
     the EOP or EAP, as applicable.  Although it is anticipated that
     one-third of all options granted will vest at the first, second
     and third anniversaries of the date of grant, provided Executive
     is  an active System Company employee on each such date, the
     vesting schedule and other grant terms will be established in
     accordance with the terms of the EOP or EAP, as applicable, and
     as specified in the grant letter.

  H.   Vacation and Other Absences. Executive shall be entitled to
     paid vacation and other paid absences, whether for holidays,
     illness,  personal time or any similar purposes  during  the
     Employment  Period,  in accordance with policies  applicable
     generally  to  senior executives within the Entergy  System.
     Notwithstanding the generality of the foregoing, Executive shall
     be  entitled to a minimum of four weeks of paid vacation per
     calendar year during the Employment Period, with such vacation
     grant being pro-rated for calendar year 2001 based on Executive's
     actual Employment Date.

  I.    Relocation  Allowance.  Executive will  be  eligible  for
     benefits under the Entergy System's relocation program, including
     a lump sum cash payment of one month's base salary paid at the
     time Executive relocates, for miscellaneous relocation expenses.

  J.    Pension Equalization Plan.  Executive will be eligible to
     participate  in  the Pension Equalization  Plan  of  Entergy
     Corporation  and Subsidiaries ("PEP") under  the  terms  and
     conditions  of the PEP, including, but not limited  to,  the
     participation eligibility provisions thereunder.  Solely for
     purposes of calculating the amount of Executive's PEP benefit, an
     additional  13  years of Benefit Service will  be  added  to
     Executive's  actual  Entergy System  service.   However,  in
     accordance with the terms of the PEP, the resulting  benefit
     amount  will be offset by any qualified retirement  benefits
     payable to Executive by the Entergy System and by Executive's
     former employer(s).  The added Benefit Service is contingent upon
     Executive's execution of a Participant Application under the PEP,
     which document will be finalized once Executive provides detailed
     information concerning his former employer(s) and the amounts of
     all accrued qualified retirement benefits available from such
     employer(s).

  K.   Supplemental Retirement Benefit. Executive will be eligible
     to participate in the System Executive Retirement Plan of Entergy
     Corporation and Subsidiaries (the "SERP") under the terms and
     conditions of the SERP, including, but not limited  to,  the
     participation eligibility provisions thereunder.

  L.   Other Benefits. While employed by an Entergy System Company
     employer under this Agreement, Executive may participate in all
     other Entergy Corporation sponsored qualified employee benefit
     plans, welfare benefit plans, and programs for which Executive is
     eligible  to participate, in accordance with the  terms  and
     conditions of such plans and programs as in effect and as may be
     amended from time to time.  As of the date hereof, such plans and
     programs include, but not by way of limitation, the Executive
     Deferred Compensation Plan, qualified Savings Plan, qualified
     Retirement Plan, Benefits Plus family of welfare plans, Defined
     Contribution  Restoration Plan, Pension  Equalization  Plan,
     Executive  Disability  Plan, Executive Financial  Counseling
     Program,   and   Executive  Continuity  Plan.    Executive's
     participation in some or all of these plans will be contingent
     upon his execution, and the plan administrator's acceptance, of a
     participant application, and upon satisfaction of other terms and
     conditions.   Except as specifically set forth  herein,  the
     benefits provided under this Agreement shall in no way alter or
     affect the terms and conditions of any Entergy System Company
     sponsored  qualified  employee benefit plans,  non-qualified
     employee benefits plans, programs, and welfare benefit plans in
     which Executive may otherwise be eligible to participate, and his
     eligibility to participate in any such plans or programs shall
     continue  to be determined in accordance with the terms  and
     conditions of such plans or programs, as may be amended from time
     to time.  Unless specifically provided for in a written plan
     document properly adopted pursuant to such plan, none of the
     benefits or arrangements described in this Section shall  be
     secured or funded in any way, and each shall instead constitute
     an unfunded and unsecured promise to pay money in the future
     exclusively from the general assets of Executive's Entergy System
     Company employer.

III.  TERMINATION PRIOR TO EXPIRATION OF TERM:

  A.    Early Termination.  Upon the occurrence of any one of the
     following termination events prior to the expiration of the Term,
     and except as otherwise provided in this Section III, Executive
     shall no longer be an employee of any Entergy System Company
     employer and shall forfeit all remaining unpaid compensation and
     all  benefits otherwise granted or due Executive under  this
     Agreement and any and all future compensation and benefits for
     which Executive is eligible, including individual bonuses or
     incentive compensation not yet paid to Executive at the date of
     such event, unless the terms and conditions of an applicable
     Entergy System plan or program  specifically provide otherwise:

     1.   if there should occur a Change in Control, as defined in the
       System Executive Continuity Plan of Entergy Corporation and
       Subsidiaries (the "Continuity Plan"), and Executive should become
       eligible for benefits under the Continuity Plan;

     2.   if there should occur any of the following events that do
       not result in eligibility for benefits as described in IIIA1:

       (a)  Good Reason by Executive.  Executive terminates his Entergy
          System employment for Good Reason, which for purposes of this
          Agreement shall mean any material breach of this Agreement by his
          Entergy System Company employer, the occurrence of which is not
          remedied by a System Company within ten business days following
          receipt of the Executive's written notice (in accordance with
          this Agreement) thereof, in which case Executive shall be
          entitled to the following severance benefits: (i) a total
          severance payment equal to two (2) years Base Salary (subject to
          all appropriate withholdings or other deductions required by law)
          payable over the twenty-four consecutive month period following
          the date of termination, in accordance with the normal payroll
          practice of Executive's last Entergy System Company employer and
          (ii) retention of the Signing Bonus described in Section IIB of
          this Agreement without any repayment obligations thereunder;

       (b)  Resignation. Executive resigns his employment, other than
          for the purpose of transferring employment to another Entergy
          System Company and other than for Good Reason as defined in this
          Section IIIA2(a), in which case Executive shall be entitled only
          to any monthly base salary that was earned by Executive prior to
          his resignation but not yet paid to Executive;

       (c)  Cause. Executive is terminated by his Entergy System Company
          employer for Cause, which termination shall be immediately
          effective upon the giving of written notice thereof to Executive,
          or at such later time as the notice may specify.  Cause for
          termination  shall mean (a) Executive's  engagement  in
          embezzlement, theft, material fraud, or other acts of dishonesty;
          (b) Executive's material violation of any agreement between
          Executive and any Entergy System Company; (c) Executive's neglect
          or intentional disregard of the duties and services required of
          Executive under this Agreement; (d) Executive's material
          violation of the Code of Entegrity or any policies therein
          referenced; (e) Executive's conviction of or entrance of a plea
          of guilty or nolo contendere to a felony; (f) Executive's absence
          from work for five consecutive days for any reason other than
          vacation, approved leave of absence (such approval not to be
          unreasonably withheld) or disability or illness pursuant to
          System Company policy or law; (g) Executive's gross or repeated
          insubordination; or (h) Executive's unauthorized disclosure of
          the confidences of any Entergy System Company as defined in
          Section V of this Agreement.  No act or failure to act by the
          Executive shall be considered Cause unless the Entergy System
          Company employer has given detailed written notice thereof to the
          Executive and, where remedial action is feasible, he has failed
          to remedy the act or omission within twenty business days after
          Executive's Entergy System Company employer has forwarded such
          notice to Executive in accordance with the notice procedures of
          this Agreement.

       (d)  Termination without Cause.  Executive is terminated by his
          Entergy System Company employer without Cause (as defined in
          subparagraph IIIA2(c) above), which termination shall be
          immediately effective upon the giving of written notice thereof
          to Executive, or at such later time as the notice may specify, in
          which case Executive shall be entitled to the following severance
          benefits: (i) a total severance payment equal to two (2) years
          Base Salary (subject to all appropriate withholdings or other
          deductions required by law) payable over the twenty-four
          consecutive month period following the date of termination, in
          accordance with the normal payroll practice of Executive's last
          Entergy System Company employer and (ii) retention of the Signing
          Bonus described in Section IIB of this Agreement without any
          repayment obligations thereunder;

       (e)  Death.  Executive dies, in which case only any monthly base
          salary that was earned by Executive prior to his death but not
          yet paid to Executive shall be paid to Executive's estate and any
          repayment obligations with regard to the Signing Bonus described
          in Section IIB of this Agreement shall not apply; or

       (f)  Disability.  Executive becomes disabled so as to entitle
          Executive to benefits under his Entergy System Company employer's
          long-term disability plan and any repayment obligations with
          regard to the Signing Bonus described in Section IIB of this
          Agreement shall not apply.

     3.      In no event shall Executive or his beneficiaries  be
       entitled  to  payments and benefits under both  IIIA1  and
       IIIA2  of  this  Agreement, nor  shall  Executive  or  his
       beneficiaries  be entitled to payments and benefits  under
       more than one subsection of IIIA2.

  B.   Offset.  In all cases, the compensation and benefits payable
     to  Executive under this Agreement upon termination  of  the
     employment relationship shall be offset against any amounts to
     which Executive may otherwise be entitled under any and  all
     severance  plans, or programs or policies of his terminating
     Entergy System Company employer.

  C.    Sole  Remedy.   In  the event Executive's  employment  is
     terminated in accordance with Section III.A prior to expiration
     of the Term, Executive's rights as outlined in this Section III
     are (1) Executive's sole and exclusive rights against his Entergy
     System Company employer or any other Entergy System Company and
     (2) the sole and exclusive liability to Executive by any Entergy
     System Company employer under this Agreement, in contract, tort,
     or otherwise, for any termination of the employment relationship.
     Executive covenants not to lodge against any Entergy  System
     Company  any  claim,  demand, or cause of  action  based  on
     termination  of the employment relationship for  any  monies
     allegedly due under this Agreement other than those specified in
     this Section III.

  D.    Continuing  Obligations.  Termination of  the  employment
     relationship shall not terminate those obligations imposed by
     this Agreement which are continuing in nature, including, without
     limitation, Executive's continuing obligations of confidence,
     Executive's continuing obligations with respect to  business
     opportunities  that were entrusted to Executive  during  the
     employment relationship, and specifically Executive's obligations
     under Sections V and VI of this Agreement.

IV.  CONTINUATION OF EMPLOYMENT BEYOND TERM:

  Should  Executive  remain employed by  Employer  or  any  other
  Entergy  System Company employer beyond the expiration  of  the
  Term,  such  employment shall convert to an at will  employment
  relationship,  terminable at any time  by  either  the  Entergy
  System   Company   employer  or  Executive   for   any   reason
  whatsoever,  with  or  without  Cause.   Section  III  of  this
  Agreement  shall  not apply if Executive's  termination  should
  occur after expiration of the Term.

V.  PROTECTION OF INFORMATION:

  A.    Position of Confidence.  Executive acknowledges that  his
     employment with Employer or any other Entergy System Company has
     placed him in a position to have access to or develop  trade
     secrets or confidential information of any one or all of the
     Entergy System Companies and has placed Executive in a position
     to develop business good will on behalf of any one or all of the
     Entergy System Companies.

  B.    Information Obtained During Employment.  All information,
     ideas,  concepts, improvements, discoveries, and inventions,
     whether patentable or not, which were or are conceived, made,
     developed,  or  acquired by Executive,  individually  or  in
     conjunction with others, during Executive's employment with any
     Entergy System Company employer, whether during business hours or
     otherwise and whether at the work site or otherwise, which relate
     to  Entergy  System Company business, products, or  services
     (including, without limitation, all such information relating to
     corporate opportunities, research, financial and sales data,
     pricing    and   trading   terms,   evaluations,   opinions,
     interpretations, acquisition prospects, the identity of customers
     or their requirements, the identity of key contacts within the
     customer's  organizations  or  within  the  organization  of
     acquisition prospects, or marketing and merchandising techniques,
     prospective names, and marks) shall be disclosed to Executive's
     Entergy  System Company employer and are and shall  be  such
     employer's sole and exclusive property.  All documents, drawings,
     memoranda,  notes, records, files, correspondence,  manuals,
     models, specifications, computer programs, e-mail, voice mail,
     electronic databases, maps and all other writings or materials of
     any type embodying any of such information, ideas, concepts,
     improvements, discoveries, and inventions are and shall be the
     sole and exclusive property of the Executive's Entergy System
     Company employer.  Upon termination of Executive's employment
     with  his  Entergy System Company employer, for any  reason,
     Executive shall promptly deliver the items referenced in this
     Section V(B), and all copies thereof, to his last Entergy System
     Company employer.

  C.   Confidentiality.  Executive will not, at any time during or
     after Executive's employment with any Entergy System Company
     employer, make any unauthorized disclosure of any confidential
     business information or trade secrets of any Entergy  System
     Company, or make any use thereof, except in the carrying out of
     Executive's employment responsibilities under this Agreement.  As
     a  result  of  Executive's employment under this  Agreement,
     Executive may, from time to time, have access to, or knowledge
     of, confidential business information or trade secrets of third
     parties,  such as customers, suppliers, partners,  or  joint
     venturers of Employer or other Entergy System Companies, and
     Executive agrees to preserve and protect the confidentiality of
     such third party confidential information and trade secrets to
     the  same  extent,  and  on the same  basis,  as  Employer's
     confidential business information and trade secrets.

  D.     Terms  of  the  Agreement.   Executive  understands  and
     acknowledges that the terms and conditions of this Agreement
     constitute  confidential information.  Executive shall  keep
     confidential the terms of this Agreement and shall not disclose
     this confidential information to anyone other than Executive's
     attorneys, tax advisors, or as required by law.

  E.   Assignment of Rights.  Executive agrees to and hereby does
     assign to Executive's Entergy System Company employer all rights
     in  and  to  all inventions, business plans, work models  or
     procedures,  whether patentable or not, which  are  made  or
     conceived solely or jointly by Executive at any time  during
     Executive's Entergy System Company employment or with the use of
     any Entergy System Company time and materials.  Executive will
     disclose  to such Entergy System Company all facts known  to
     Executive concerning such matters and, at the Entergy System
     Company's expense, do everything reasonably practicable to aid it
     in  obtaining and enforcing proper legal protection for, and
     vesting the Entergy System Company in title to, such matters.
     Both during Executive's employment and thereafter, Executive
     shall assist his Entergy System Company employer and its nominee,
     at any time, in the protection of his employer's worldwide right,
     title,  and interest in and to information, ideas, concepts,
     improvements, discoveries, and inventions, and its copyrighted
     works, including, without limitation, the execution of all formal
     assignment documents requested by employer or its nominee and the
     execution of all lawful oaths and applications for patents and
     registration  of copyright in the United States  or  foreign
     countries.

  F.     Breach.  Executive  acknowledges  and  understands  that
     Executive's breach of any provision of this Section V  would
     constitute a material breach of this Agreement and could subject
     Executive to disciplinary action, including, without limitation,
     termination of employment for Cause under Section III.  Executive
     acknowledges that money damages would be an insufficient remedy
     for any breach of this Section V by Executive, and Employer or
     any other Entergy System Company employer shall be entitled to
     enforce the provisions of this Section V by terminating  any
     payments (including severance payments) then owing to Executive
     under this Agreement and/or to seek specific performance and
     injunctive relief as remedies for a breach or threatened breach
     of this Section. Such remedies shall not be deemed the exclusive
     remedies for a breach of this Section, but shall be in addition
     to all remedies available at law or in equity.


VI.  NON-COMPETE OBLIGATIONS:

  A.   Fiduciary Obligations.  As part of the consideration for the
     compensation and benefits to be paid to Executive hereunder, in
     keeping with Executive's duties as a fiduciary, and in order to
     protect Employer's interest in the trade secrets of Employer, and
     as  an additional incentive for Employer to enter into  this
     Agreement, Employer and Executive agree to the non-competition
     provisions of this Section.  Executive agrees that he will not
     engage in any employment or other activity (without the prior
     written consent of his last Entergy System Company employer)
     either in his individual capacity or together with any other
     person,  corporation, governmental agency or body, or  other
     entity, that is (1) listed in the Standard & Poor's Electric
     Index or the Dow Jones Utilities Index; or (2) in competition
     with, or similar in nature to, any business conducted by any
     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
     System Company services customers during such period. Executive
     further agrees 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. The non-competition and non-disparagement
     obligations in this Section shall extend throughout the Term of
     this Agreement and, to the greatest extent allowed by law, shall
     extend  for  the  longer of a period of one (1)  year  after
     Executive's employment has ended or the severance payment period
     described in Section IIIA2(a) and (d) if applicable.

  B.   Breach of Covenant.  Executive acknowledges that Executive's
     breach of any provision of this Section VI would constitute a
     material breach of this Agreement and could subject Executive to
     disciplinary action, including, without limitation, termination
     of  employment  for Cause.  Executive understands  that  the
     foregoing restrictions may limit Executive's ability to engage in
     certain  businesses anywhere in the world during the  period
     provided for above, but acknowledges that Executive will receive
     sufficiently high remuneration and other benefits to justify such
     restriction.  Executive acknowledges that money damages would not
     be  a sufficient remedy for any breach of this Section VI by
     Executive,  and  Employer shall be entitled to  enforce  the
     provisions  of this Section VI by terminating  any  payments
     (including severance payments) then owing to Executive under this
     Agreement and/or to specific performance and injunctive relief as
     remedies for such breach or any threatened breach.  Such remedies
     shall not be deemed the exclusive remedies for a breach of this
     Section, but shall be in addition to all remedies available at
     law or in equity to Employer, including, without limitation, the
     recovery of damages from Executive and his or her agents involved
     in such breach.

  C.    Modification  by Court.  It is expressly  understood  and
     agreed that Employer and Executive consider the restrictions
     contained in this Section VI to be reasonable and necessary to
     protect  the proprietary information of the Entergy  System.
     Nevertheless, if any of the aforesaid restrictions are found by a
     court having jurisdiction to be unreasonable, or overly broad as
     to  geographic area or time, or otherwise unenforceable, the
     parties intend for the restrictions therein set forth to  be
     modified by such courts so as to be reasonable and enforceable
     and, as so modified by the court, to be fully enforced.

VII.  ADDITIONAL PROVISIONS

  A.    Representations and Warranties.  Executive  and  Employer
     represent and warrant that neither is under a restriction or
     obligation inconsistent with the execution of this Agreement or
     the  performance of either party's obligations hereunder and
     neither knows of any reason why the performance due under this
     Agreement should be hindered in any way.

  B.   Notices.  Any notice required under this Agreement shall be
     in writing and deemed received (a) on the date delivered if hand-
     delivered, or (b) on the fifth business day after being deposited
     in the mail, first class, registered or certified, return receipt
     requested, with proper postage prepaid, and shall be addressed as
     follows, unless changed otherwise by any party in accordance with
     the notice provisions of this Section:

     If to an Entergy System Company, addressed in care of:

     General Counsel
     Entergy Services, Inc.
     639 Loyola Avenue, 26th Floor
     New Orleans, LA 70113

     If to Executive, addressed as follows:

     Curt L. Hebert, Jr.
     309 Songwood Court
     Millersville, Maryland 21108

  C.   Binding Agreement.  Upon its effective date, this Agreement
     is binding upon Executive and his heirs and upon Employer and its
     successors,  agents, heirs or assigns.  Executive  expressly
     acknowledges the right of Employer to assign this Agreement to
     any Entergy System Company successor.

  D.    Nonassignability.  This Agreement or the right to receive
     benefits hereunder may not be assigned, encumbered or alienated
     by Executive in any manner.

  E.   Applicable Law.  The validity, interpretation, construction
     and performance of this Agreement shall be governed by the laws
     of the State of Delaware without regard to its conflicts of law
     principles.

  F.   Headings.  Section headings contained in this Agreement are
     for reference only and shall not affect in any way the meaning or
     interpretation of this Agreement.

  G.   No Inducements.  Each party to this Agreement acknowledges
     that no representation, inducement, promise, or agreement, oral
     or written, has been made by either party with respect to such
     subject  matters, which is not embodied herein, and that  no
     agreement, statement, or promise relating to the Entergy System
     Company employment of Executive that is not contained in this
     Agreement shall be valid or binding.

  H.    Modifications and Waivers.  This Agreement  contains  the
     entire understanding between Executive and Employer relating to
     Entergy System Company employment, unless otherwise specifically
     provided as in the case of written company policies promulgated
     by, and in the applicable written benefit plans and programs of,
     Employer or any other Entergy System Company.  No provision of
     this Agreement may 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 Agreement shall not operate to
     waive any subsequent breach of the Agreement.

  I.   Severability. Should any part of this Agreement be found to
     be invalid or in violation of law, such part shall be of no force
     and effect and the rest of this Agreement shall survive as valid
     and enforceable to the fullest extent permitted by law.

IN  WITNESS  WHEREOF, Employer and Executive have  duly  executed
this  Agreement, which may be executed in multiple originals,  to
be effective on the Effective Date herein provided.

ACCEPTED   BY   EMPLOYER:             ACCEPTED BY EXECUTIVE:
Entergy Services, Inc.
By its Duly Authorized Agent:

/s/  William Madison                   /s/ Curt L. Hebert, Jr.
William Madison                        Curt L. Hebert, Jr.
Sr. Vice-President,                    Social Security No. ###-##-####
Human Resources and Administration     Executed this 7th day of
Executed this 7th day of                 August, 2001.
  August 2001.




Signing Bonus amount Executive wishes to defer: _______
Signature: ________________  Date: ______