U-1

File No. 70-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________________________

FORM U-1

______________________________________

APPLICATION-DECLARATION

under

THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

______________________________________

Entergy Corporation 639 Loyola Avenue New Orleans, Louisiana 70113	Entergy Arkansas, Inc. 425 West Capitol Avenue Little Rock, Arkansas 72201
Entergy Services, Inc. 639 Loyola Avenue New Orleans, Louisiana 70113	Entergy Gulf States, Inc. 350 Pine Street Beaumont, Texas 77701
System Fuels, Inc. 350 Pine Street Beaumont, Texas 77701	Entergy Louisiana, Inc. 4809 Jefferson Highway New Orleans, Louisiana 70121
System Energy Resources, Inc. 1340 Echelon Parkway Jackson, Mississippi 39213	Entergy Mississippi, Inc. 308 East Pearl Street Jackson, Mississippi 39201
Entergy Operations, Inc. 1340 Echelon Parkway Jackson, Mississippi 39213	Entergy New Orleans, Inc. 1600 Perdido Building New Orleans, Louisiana 70112

(Names of companies filing this statement and
addresses of principal executive offices)

______________________________________

Entergy Corporation

(Name of top registered holding company parent
of each applicant or declarant)

______________________________________

Leo P. Denault
Executive Vice President and
Chief Financial Officer
for each applicant or declarant
639 Loyola Avenue
New Orleans, Louisiana 70113

(Name and address of agent for service)

The Commission is also requested to send copies of any
communications in connection with this matter to:

Mark W. Hoffman, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113

Item 1. Description of Proposed Transactions.

I. General.

A. Current Authorization.

Entergy System Money Pool. Entergy Arkansas, Inc. ("Arkansas"), Entergy Gulf States, Inc. ("Gulf States"), Entergy Louisiana, Inc. ("Louisiana"), Entergy Mississippi, Inc. ("Mississippi") and Entergy New Orleans, Inc. ("New Orleans"), public utility company subsidiaries (collectively, the "Operating Companies", and individually, an "Operating Company") of Entergy Corporation, a registered holding company ("Entergy"), and System Energy Resources, Inc. ("System Energy"), a generating company subsidiary of Entergy, are authorized, through November 30, 2004, to make unsecured short-term borrowings through the Entergy System Money Pool ("Money Pool") in order to meet their interim financing requirements.¹ In addition, Entergy, Entergy Operations, Inc., a nuclear power plant operations subsidiary of Entergy ("EOI"),² Entergy Services, Inc., a service compan y subsidiary of Entergy ("ESI"), and System Fuels, Inc., a fuel supply subsidiary of four of the Operating Companies ("SFI"), are authorized, through November 30, 2004, to participate in the Money Pool as and to the extent provided in File No. 70-9893 and the Commission's November 29, 2001 order. The Money Pool is composed of available funds invested by the participating companies, which funds may be borrowed by the participating companies (other than Entergy) to meet their respective interim capital needs.³

Operating Company and System Energy External Borrowing Arrangements. In addition to short-term borrowings through the Money Pool, the Operating Companies and System Energy are authorized, through November 30, 2004, to meet their interim financing requirements through the issuance and sale of unsecured short-term promissory notes (including commercial paper) to various commercial banks and/or dealers in commercial paper.⁴

_________________________
 

1. Reference is made to the joint Application-Declaration on Form U-1, as amended, in File No. 70-9893 and the Commission's order with respect thereto, dated November 29, 2001 (HCAR 35-27470).

2. EOI is a public utility company for purposes of the Act.

3. By Order No. 634, issued by the Federal Energy Regulatory Commission (the "FERC") on June 26, 2003, the FERC amended the Uniform System of Accounts, in particular 10 C.F.R. Part 101, Account 146 to require among other things that all cash management or money pool arrangements, such as the Money Pool, be documented as a written agreement. To comply with this requirement, the Applicants executed and filed with the FERC a Money Pool Agreement (filed as Exhibit B-1 hereto) which incorporates terms and conditions applicable to the operation of the Money Pool, consistent with the Commission order referenced in Footnote 1 hereof.

4. Reference is made to the Commission's order dated November 29, 2001 (HCAR 35-27470).

EOI Borrowing Arrangements. In addition to short term borrowings through the Money Pool, EOI is authorized, through November 30, 2004, to (i) borrow and reborrow from Entergy, from time to time, up to $20 million at any one time outstanding pursuant to a loan agreement between EOI and Entergy, dated June 6, 1990, as amended ("EOI Loan Agreement"), and (ii) enter into a loan agreement or agreements with one or more banks, which would correspondingly reduce the amount of Entergy's commitment to EOI under the EOI Loan Agreement.⁵ Entergy is also authorized, through November 30, 2004, to guarantee the obligations of EOI under the loan agreements with banks. Borrowings by EOI under the EOI Loan Agreement are currently evidenced by a promissory note maturing on November 30, 2004 ("EOI Note") representing the obligation of EOI to pay the full amount of the loan commitment or, if less, the aggregate unpaid principal amount of all loans made by Entergy thereunder, plus accrued interest.

ESI Borrowing Arrangements. In addition to short-term borrowings through the Money Pool, ESI's interim financing requirements are met pursuant to (i) a loan agreement between ESI and Entergy, dated September 18, 1991, as amended ("ESI Loan Agreement"), and (ii) loan agreements with one or more banks, which would correspondingly reduce the amount of Entergy's commitment to ESI under the ESI Loan Agreement.⁶ Entergy is also authorized, through November 30, 2004, to guarantee the obligations of ESI under the loan agreements with banks. Borrowings by ESI from Entergy under the ESI Loan Agreement are currently evidenced by a promissory note maturing on November 30, 2004 ("ESI Note") representing the obligation of ESI to pay the full amount of the loan commitment or, if less, the aggregate unpaid principal amount of all loans made by Entergy thereunder, plus accrued interest.

SFI Borrowing Arrangements. In addition to short-term borrowings through the Money Pool, SFI's interim financing requirements are met pursuant to (i) a loan agreement between SFI and Entergy, dated March 21, 1994, as amended ("SFI Loan Agreement"), and (ii) loan agreements with one or more banks, which would correspondingly reduce the amount of Entergy's commitment to SFI under the SFI Loan Agreement.⁷ Entergy is also authorized through November 30, 2004 to guarantee the obligations of SFI under the loan agreements with banks. Borrowings by SFI from Entergy under the SFI Loan Agreement are currently evidenced by a promissory note maturing on November 30, 2004 ("SFI Note") representing the obligation of SFI to pay the full amount of the loan commitment or, if less, the aggregate unpaid principal amount of all loans made by Entergy thereunder, plus accrued interest.

__________________________

5. Reference is made to the Commission's orders dated June 5, 1990 (HCAR 35-25100), April 29, 1992 (HCAR 35-25526), November 18, 1992 (HCAR 35-25860), November 18, 1994 (HCAR 35-26162), November 27, 1996 (HCAR 35-26617), and November 29, 2001 (HCAR 35-27470) (collectively, the "EOI Orders"). EOI does not currently have any external bank lines of credit pursuant to this authorization.

6. Reference is made to the Commission's orders dated September 17, 1991 (HCAR 35-25376), October 23, 1991 (HCAR 35-25395), November 18, 1992 (HCAR 35-25680), November 18, 1994 (HCAR 35-26162), November 27, 1996 (HCAR 35-26617), , April 2, 2001 (HCAR 35-27369) and November 29, 2001 (HCAR 35-27470) (collectively, the "ESI Orders"). ESI does not currently have any external bank lines of credit pursuant to this authorization.

7. Reference is made to the Commission's orders dated March 16, 1994 (HCAR 35-26006), November 27, 1996 (HCAR 35-26617), April 2, 2001 (HCAR 35-27369) and November 29, 2001 (HCAR 35-27470) (collectively, the "SFI Orders"). SFI does not currently have any external bank lines of credit pursuant to this authorization.

B. Transactions Proposed Herein.

The Operating Companies and System Energy propose herein to continue to finance their interim capital needs through Money Pool borrowings and through short-term borrowings from banks and the issuance and sale of commercial paper in the amounts and under the terms and conditions set forth below. It is also proposed that Entergy, EOI, ESI and SFI continue their respective participation in the Money Pool, in each case, as described below. The parties to this Application-Declaration seek authorization to effect such short-term borrowings and Money Pool transactions from time to time through November 30, 2007 (the "Authorization Period").

In addition, to the extent that such transactions are not exempt under the Commission's rules, EOI, ESI, SFI and Entergy hereby request authorization to extend (i) the borrowing periods under the EOI, ESI and SFI Loan Agreements (and the maturities of the EOI, ESI and SFI Notes issued thereunder) through the Authorization Period, and (ii) the existing authorization with respect to EOI, ESI and SFI entering into loan agreements with one or more banks (and with respect to Entergy guaranteeing the obligations of EOI, ESI and SFI thereunder) through the Authorization Period, all as hereinafter set forth.

Reference is made to Section VI of this Item 1 with respect to the proposed borrowing limitations of the Applicants.

II. Money Pool

The Operating Companies, System Energy, Entergy, EOI, ESI and SFI (collectively, the "Participants", and individually, a "Participant") propose to participate in the Money Pool, which will continue to be administered on behalf of the Participants by ESI under the direction of its Treasurer. The Money Pool will consist solely of available funds from the treasuries of the Participants, which will be loaned on a short-term basis (conceivably as short as intra-day) to any one or more of the Participants in the Money Pool, other than Entergy, or otherwise invested in the manner hereinafter described. The determination of whether a Participant at any time has funds that may be available to the Money Pool will be made by, or under the direction of, its respective Treasurer or other designee. No Participant will effect external borrowings for the purpose of making loans to other Participants in the Money Pool.

The operation of the Money Pool will be designed and managed to match, on a daily basis, the available cash and borrowing requirements of the Participants, thereby minimizing the need for borrowings to be made by the Participants from external sources. To this end, it is generally anticipated that the short-term borrowing requirements of the Operating Companies and System Energy will be met, in the first instance, with the proceeds of borrowings through the Money Pool, and only thereafter, to the extent necessary, with the proceeds of external borrowings as hereinafter set forth; provided, however, that it may be desirable for one or more of the Participants occasionally to make short-term bank borrowings and to issue commercial paper, notwithstanding the existence of available funds in the Money Pool.

Arkansas, Gulf States, Louisiana, Mississippi, New Orleans and System Energy will have priority as borrowers from the Money Pool. EOI, ESI and SFI will be permitted to borrow through the Money Pool only if, on any given day, there are funds available in the Money Pool after the needs of the Operating Companies and System Energy have been satisfied. Entergy will be a participant in the Money Pool insofar as it has funds available to invest through the Pool, but under no circumstances will Entergy be permitted to borrow funds held in the Money Pool.

Certain of System Energy's existing credit arrangements require (absent waivers) that System Energy's Money Pool borrowings be deemed subordinated indebtedness to the extent that, upon the occurrence of a default by System Energy under such credit arrangements or in the event of insolvency, bankruptcy, liquidation, reorganization or other similar proceedings affecting System Energy, no payment by System Energy of principal of or interest on its Money Pool borrowings would be permitted until all obligations of System Energy under such credit arrangements shall have been paid or otherwise provided for. Prior to the occurrence of any such default or insolvency, bankruptcy, etc., System Energy would be permitted to make payments of principal and interest on account of its Money Pool borrowings.

As to funds remaining in the Money Pool after satisfaction of the borrowing needs of the Participants, ESI, which serves as administrator of the Pool, will invest such funds and allocate the earnings thereon between or among those Participants providing such excess funds on a pro rata basis in accordance with their respective interests in such funds. ESI proposes to invest the excess funds in one or a combination of the types of securities that are permitted by the provisions of Section 9(c) and Rule 40 of the Act, in each case, in a manner designed to preserve principal and optimize returns.

Subject to the borrowing limitations described below, the Participants making borrowings through the Money Pool (other than EOI, ESI and SFI) will be entitled to borrow, on any given day, an amount of the total funds then available for lending to the Participants determined on the basis of an equal allocation of such funds among all borrowing Participants, except that where such an allocation would provide one or more borrowing Participants with funds in excess of its or their borrowing requirements, such excess will then be available for loans equally allocated among the remaining borrowing Participants. To the extent that EOI, ESI and SFI are permitted to effect borrowings through the Money Pool, the remaining funds then available for lending to EOI, ESI and SFI will be allocated between or among them in the same manner as available funds are allocated among the Operating Companies and System Energy. Each borrowing Participant will borrow pro rata from each lending Participant in the p roportion which the total amount being loaned through the Money Pool by such lending Participant bears to the total amount then being loaned by all Participants through the Money Pool.

All loans, borrowings from and investments through the Money Pool will be documented by ESI, in its role as administrator of the Pool, in accordance with the FERC regulatory requirements referenced in footnote 3 hereof. Without limitation of the foregoing, such transactions will be evidenced on the books of each Participant that lends, borrows or invests available funds through the Money Pool. All loans will be payable on demand (subject, in the case of System Energy, to the subordination provisions described above), may be prepaid at any time without premium or penalty, and will bear interest payable monthly at a rate calculated on a daily basis, equal to the Daily Weighted Average Investment Rate (defined below) of the Money Pool portfolio; provided, however, that in the event, on and as of any particular day, there are no excess Money Pool funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the r ate of interest applicable to Money Pool loans and borrowings for that day. As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio (consisting of excess Money Pool funds not loaned to the Participants) outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment is multiplied by its respective yield and the product is divided by 360.

Reference is made to (i) Exhibit B-2 hereto for a form of the proposed Amended and Restated Money Pool Agreement (the "Money Pool Agreement"), incorporating the terms and conditions applicable to the operation of the Money Pool, (ii) Exhibit B-3(a) hereto with respect to the form of promissory note to be executed and delivered by Participants (other than System Energy), pursuant to the Money Pool Agreement, for the purpose of effecting borrowings through the Money Pool, and (iii) Exhibit B-3(b) hereto with respect to the form of Money Pool promissory note to be executed and delivered by System Energy pursuant to the Money Pool Agreement, including terms and provisions therein with respect to subordination.

The Participants believe that the cost of the proposed borrowings through the Money Pool will be more favorable to the borrowing Participants than the comparable cost of external borrowings through bank loans and sales of commercial paper, and that the yield to Participants investing available funds through the Money Pool will be higher than yields available individually to each Participant.

In the event that, on any given day, the available funds in the Money Pool are insufficient to satisfy the short-term borrowing requirements of one or more of the Operating Companies or System Energy, such Operating Companies or System Energy, as the case may be, will effect short-term borrowings through bank loans and/or sales of commercial paper in the manner hereinafter set forth.

III. Operating Company and System Energy External Borrowing Arrangements.

A. Bank Lines of Credit.

Each of the Operating Companies and System Energy may establish lines of credit with various commercial banks located within or outside their general operating areas. The Operating Companies and System Energy may arrange these lines of credit on an individual basis, or on a consolidated ("either/or") basis with each other and with EOI, ESI and SFI, whereby a bank would provide a line of credit usable by any one or more of such companies.

Borrowings from banks (and any related promissory notes) will be in the form customarily used by the lending bank or banks, will be secured or unsecured, will be payable not later than one year from the date of issuance, and will bear interest from the date thereof on the unpaid principal amount thereof at rates which will be comparable to rates generally obtainable at the time with respect to borrowings by companies of the same or reasonably comparable credit quality and having the same or reasonably similar maturities and otherwise having similar terms, conditions and features.

It is anticipated that the issuance of secured short-term debt will enable the Operating Companies and System Energy to take advantage of more beneficial financing terms and/or provide an alternative source of funding to meet the companies' working capital requirements. The issuance of such secured short-term debt will be limited to circumstances where the issuer can expect a savings in costs over the issuance of unsecured short-term debt or where unsecured credit is unavailable or otherwise does not represent a viable or prudent financing option. The collateral offered as security would be limited to a pledge of the issuer's accounts receivable.

Each borrower may agree to pay to each bank (a) a commitment, facility or similar fee that will be (i) a fixed dollar amount; and/or (ii) a percentage of the total commitment or unused commitment, as well as (b) one time closing fees, consisting of up-front fees, arrangement fees, administrative agency fees or other similar closing fees. These fees will be negotiated at the time of the arrangement and will be comparable to the fees generally prevailing in the market for borrowing arrangements having similar terms, conditions and features made by commercial lenders to borrowers of comparable credit quality.

B. Commercial Paper Arrangements.

The proposed commercial paper will be in the form of unsecured promissory notes with varying maturities not to exceed 270 days, the actual maturities to be determined by market conditions and the particular borrower's anticipated cash requirements at the time of issuance. In accordance with the established custom and practice in the market, the proposed commercial paper will not be payable prior to maturity.

Each of the Operating Companies and System Energy proposes to issue, reissue and sell the commercial paper directly to a dealer in commercial paper ("Dealer") at a discount not in excess of the maximum discount rate per annum prevailing at the date of issuance for commercial paper of comparable quality of that particular maturity sold by public utility issuers to commercial paper dealers.

No commission or fee will be payable by the Operating Companies or System Energy in connection with the issuance and sale of the commercial paper. Each Dealer, as principal, will reoffer and sell the commercial paper at the customary discount rate for commercial paper in such a manner as not to constitute a public offering. Each Dealer reoffering the commercial paper will limit the reoffer and sale to a non-public customer list for each Operating Company and System Energy, consisting of commercial banks, insurance companies, corporate pension funds, investment trusts, foundations, colleges and university funds, municipal and state funds and other financial and non-financial institutions that normally invest funds in commercial paper.

It is anticipated that the commercial paper will be held by the buyers to maturity. However, each Dealer may, if desired by a buyer, repurchase the commercial paper for resale to others on the list of customers.

IV. EOI, ESI and SFI Loan Agreements; External Borrowing Arrangements.

A. Loan Agreements with Entergy.

EOI Loan Agreement. EOI and Entergy were previously authorized by the Commission to enter into the EOI Loan Agreement, and the related EOI Note, providing for borrowings by EOI from Entergy of up to an aggregate principal amount of $20 million through November 30, 2004 (reference is made to footnote 5 hereof). EOI and Entergy now propose to enter into an amendment to the EOI Loan Agreement ("Amendment No. 6") which will extend the expiration date of the borrowing period under the EOI Loan Agreement through November 30, 2007 and provide for the issuance of a new note ("New EOI Note") stated to mature on November 30, 2007. Amendment No. 6 will also state that the New EOI Note shall replace and supersede the existing EOI Note and represent the borrowings of EOI from Entergy under the EOI Loan Agreement. Except as specifically amended, the EOI Loan Agreement shall continue in full force and effect, and the terms as authorized in the EOI Orders will remain unchang ed. Reference is made to Exhibit B-4(b) hereto with respect to the proposed form of Amendment No. 6 to the EOI Loan Agreement and New EOI Note.

ESI Loan Agreement. ESI and Entergy were previously authorized by the Commission to enter into the ESI Loan Agreement, and the related ESI Note, providing for borrowings by ESI from Entergy of up to an aggregate principal amount of $200 million through November 30, 2004 (reference is made to footnote 6 hereof). ESI and Entergy now propose to enter into an amendment to the ESI Loan Agreement ("Amendment No. 6") which will extend the expiration date of the borrowing period under the ESI Loan Agreement through November 30, 2007 and provide for the issuance of a new note ("New ESI Note") stated to mature on November 30, 2007. Amendment No. 6 will also state that the New ESI Note shall replace and supersede the existing ESI Note and represent the borrowings of ESI from Entergy under the ESI Loan Agreement. Except as specifically amended, the ESI Loan Agreement shall continue in full force and effect, and the terms as authorized in the ESI Orders will remain unchan ged. Reference is made to Exhibit B-5(b) hereto with respect to the proposed form of Amendment No. 6 to the ESI Loan Agreement and New ESI Note.

SFI Loan Agreement. SFI and Entergy were previously authorized by the Commission to enter into the SFI Loan Agreement, and the related SFI Note, providing for borrowings by SFI from Entergy of up to an aggregate principal amount of $200 million through November 30, 2004 (reference is made to footnote 7 hereof). SFI and Entergy now propose to enter into an amendment to the SFI Loan Agreement ("Amendment No. 4") which will extend the expiration date of the borrowing period under the SFI Loan Agreement through November 30, 2007 and provide for the issuance of a new note ("New SFI Note") stated to mature on November 30, 2007. Amendment No. 4 will also state that the New SFI Note shall replace and supersede the existing SFI Note and represent the borrowings of SFI from Entergy under the SFI Loan Agreement. Except as specifically amended, the SFI Loan Agreement shall continue in full force and effect, and the terms as authorized in the SFI Orders will remain unchan ged. Reference is made to Exhibit B-6(b) hereto with respect to the proposed form of Amendment No. 4 to the SFI Loan Agreement and New SFI Note.

The proposed Amendments to the EOI, ESI and SFI Loan Agreements will provide that the amount of Entergy's respective commitments thereunder will be correspondingly reduced by the commitment(s) of any bank or banks to lend money to EOI, ESI or SFI, as the case may be.

The New EOI, ESI and SFI Notes (collectively, the "New Notes") will continue to be payable to the order of Entergy and may be prepaid at any time without premium or penalty in whole or in part. The New Notes will bear interest, payable quarterly, on the unpaid principal amount at the rate of interest equal to the prime interest rate published daily in the Wall Street Journal.

B. External Borrowing Arrangements.

EOI, ESI and SFI further propose to extend the period during which they may enter into external borrowing arrangements with one or more banks through the Authorization Period (the commitment of any such bank or banks to reduce correspondingly the amount of Entergy's commitment under the EOI, ESI or SFI Loan Agreement, as the case may be). EOI, ESI and SFI may arrange these lines of credit on an individual basis, or on a consolidated ("either/or") basis with each other and/or with the Operating Companies and System Energy, whereby a bank would provide a line of credit usable by any one or more of such companies.

The proposed bank borrowings will be in an aggregate principal amount of up to $20 million at any one time outstanding in the case of EOI, up to $200 million at any one time outstanding in the case of ESI, and up to $200 million at any one time outstanding in the case of SFI. Additionally, such borrowings (and any related promissory notes) will be in the form customarily used by the lending bank or banks, will be payable not later than November 30, 2007, and will bear interest on the unpaid principal amount thereof at rates which will be comparable to rates generally obtainable at the time with respect to borrowings by companies of the same or reasonably comparable credit quality and having the same or reasonably similar maturities and otherwise having similar terms, conditions and features.

Each borrower may agree to pay to each bank (a) a commitment, facility or similar fee that will be (i) a fixed dollar amount; and/or (ii) a percentage of the total commitment or unused commitment, as well as (b) one-time closing fees, consisting of up-front fees, arrangement fees, administrative agency fees or other similar closing fees. These fees will be negotiated at the time of the arrangement and will be comparable to the fees generally prevailing in the market for borrowing arrangements having similar terms and provisions made by commercial lenders to borrowers of comparable credit quality.

As an inducement to the bank or banks to make loans to EOI, ESI and SFI, it is contemplated that Entergy may be required to guarantee the obligations of EOI, ESI and SFI to the bank or banks. Accordingly, it is also proposed that the authorized period for any such guarantees be extended through the Authorization Period.

V. Use of Proceeds

The proceeds to be received by the Operating Companies and System Energy from borrowings through the Money Pool and through borrowings from banks and the issuance and sale of commercial paper, together with other funds available from time to time to the Operating Companies and System Energy from operations, from the issuance of such securities as may be appropriate at the time and from other financing transactions, will be used to provide interim financing for construction expenditures, to meet long-term debt maturities and satisfy sinking fund requirements, as well as for the possible refunding, redemption, purchase or other acquisition of all or a portion of certain outstanding series of debt and preferred stock and for general corporate purposes. For further information with respect to the estimated capital and refinancing requirements of the Operating Companies and System Energy, reference is made to the following portions of the Annual Report on Form 10-K for the fiscal year ende d December 31, 2003 (filed in File Nos. 1-11299, 1-10764, 1-27031, 1-8474, 1-31508, 0-5807 and 1-9067, respectively, and incorporated herein by reference): Entergy Corporation and Subsidiaries - - Management's Financial Discussion and Analysis - Liquidity and Capital Resources - - Capital Expenditure Plans and Other Uses of Capital; Entergy Corporation Notes 4, 5, 6, 7, 9 and 10 to the Notes to Consolidated Financial Statements; Operating Companies and System Energy - - respective Management's Financial Discussion and Analysis - Liquidity and Capital Resources - - Uses of Capital; Operating Companies and System Energy Notes 4, 5, 6, 7, 9, and 10 to the Notes to Respective Financial Statements.

The proceeds of borrowings by EOI through the Money Pool, as well as the proceeds of borrowings by EOI pursuant to the EOI Loan Agreement and other external borrowing arrangements of EOI, will be used by EOI to finance its interim capital needs.]

The proceeds of borrowings by ESI through the Money Pool, as well as the proceeds of borrowings by ESI pursuant to the ESI Loan Agreement and other external borrowing arrangements of ESI, will be used by ESI for the repayment of other borrowings from time to time outstanding and for any lawful purposes in connection with the performance by ESI of its various functions as a subsidiary service company under the Act.

The proceeds of borrowings by SFI through the Money Pool, as well as the proceeds of borrowings by SFI pursuant to the SFI Loan Agreement and other external borrowing arrangements of SFI, will be used by SFI for the repayment of other borrowings and for any lawful purposes in connection with its fuel supply program, including expenditures associated with the acquisition, ownership and financing of nuclear materials and related services and the acquisition and ownership of fuel oil inventory.

None of the proceeds to be received by the Operating Companies, System Energy, EOI, ESI or SFI from borrowings through the Money Pool or through the issuance and sale of promissory notes to banks and commercial paper will be used to invest directly or indirectly in an exempt wholesale generator ("EWG") or foreign utility company ("FUCO"), as defined in Sections 32 or 33, respectively, of the Act.

The proposed transactions are subject to Rule 54. Rule 54 provides that, in determining whether to approve the issue or sale of any securities for purposes other than the acquisition of any "exempt wholesale generator" ("EWG") or "foreign utility company" ("FUCO") or other transactions unrelated to EWGs or FUCOs (EWGs and FUCOs, collectively, "Exempt Projects"), the Commission shall not consider the effect of the capitalization or earnings of subsidiaries of a registered holding company that are EWGs or FUCOs if the requirements of Rule 53(a), (b) and (c) are satisfied. Under Rule 53(a), the Commission shall not make certain specified findings under Sections 7 and 12 in connection with a proposal by a holding company to issue securities for the purpose of acquiring the securities of or other interest in an EWG, or to guarantee the securities of an EWG, if each of the conditions in paragraphs (a)(1) through (a)(4) thereof are met, provided that none of the conditions specified in paragraphs (b)(1) through (b)(3) of Rule 53 exists. Entergy hereby represents that, pursuant to Rule 54 under the Act, (1) for the reasons discussed below, the condition set forth in Rule 53(a)(1) that Entergy's "aggregate investment" in EWGs and FUCOs not exceed 50% of Entergy's "consolidated retained earnings" is not currently satisfied, and (2) all of the other criteria of Rule 53(a) and (b) are satisfied. Specifically, the Entergy System has complied with, and will continue to comply with, the record keeping requirements of Rule 53(a)(2), the limitation in Rule 53(a)(3) on the use of Entergy System domestic public utility subsidiary companies' personnel in rendering services to affiliated EWGs and FUCOs, and the requirements of Rule 53(a)(4) concerning the submission of certain filings and reports under the Act to retail regulatory commissions. Finally, none of the conditions set forth in Rule 53(b) exists (under which the provisions of Rul e 53 would not be available).

With respect to the condition set forth in clause (1) of Rule 53(a), Entergy's "aggregate investment" in Exempt Projects (approximately $2.6 billion) is equal to approximately 58% of Entergy's "consolidated retained earnings" as of June 30, 2004 (approximately $4.6 billion). Entergy's aggregate investment in Exempt Projects currently exceeds the 50% limitation in Rule 53(a)(1) as a result of increased investments in EWGs relating to the acquisition and/or construction of "eligible facilities" (as defined in Section 32 under the Act.)

Although Entergy's current aggregate investment in EWGs and FUCO's exceeds the limit specified in Rule 53(a)(1), by order and dated June 13, 2000 (HCAR No. 27184) (the "June 2000 Order"), the Commission authorized Entergy to make investments in amounts up to 100% of its consolidated retained earnings in Exempt Projects and, therefore, Entergy's aggregate investment in such Exempt Projects is within the parameters authorized in the June 2000 Order. However, even if Entergy was determined not to by in compliance with Rule 54 as a result of its failure to satisfy the requirements set by Rule 53(a)(1), and the effect upon the Entergy System of the capitalization and earnings of EWGs and FUCO's in which Entergy has an ownership interest was considered, there would be no basis for the Commission to withhold or deny approval for the proposed transactions in this Application-Declaration. The action requested in the instant filing, considered in conjunction with the effect of the capita lization and earnings of Entergy's EWGs and FUCOs, would not have a material adverse effect on the financial integrity of the Entergy System, or an adverse impact on Entergy's public-utility customers, for the following reasons:

1. As of June 30, 2004, Entergy's aggregate investment in Exempt Projects is equal to 16% of Entergy's total consolidated capitalization, 15% of consolidated net utility plant and 21% of the market value of Entergy's common stock. As of March 31, 2000, the most recent calendar quarter preceding the June 2000 Order, Entergy's aggregate investment in Exempt Projects was equal to 7% of Entergy's total capitalization, 7% of Entergy's consolidated net utility plant and 24% of the market value of Entergy's outstanding common stock.
2. Entergy's consolidated retained earnings have grown by an average of 13% annually during the period since the Commission issued its June 2000 Order (i.e., from June 30, 2000 through June 30, 2004).
3. Income from Entergy's investments in Exempt Projects has contributed positively to its overall earning during the period since the Commission issued the June 2000 Order.
4. As of March 31, 2000, the most recent calendar quarter preceding the June 2000 Order, Entergy's consolidated capitalization ratio was approximately 50.0% debt and approximately 50.0% equity, consisting of approximately 5.0% preferred stock and approximately 45.0% common stock. As of June 30, 2004, Entergy's consolidated capitalization ratio was approximately 47.4% debt and approximately 52.6% equity, consisting of approximately 1.9% preferred stock and approximately 50.7% common stock. These ratios are within industry ranges set by the independent debt rating agencies for BBB- rated electric utility companies.
5. Each of the considerations set forth in the June 2000 Order, in support of Entergy's assertion that its existing and proposed level of investment in Exempt Projects would not have an adverse impact on any Entergy operating utility subsidiaries or their ratepayers, or on the ability of interested state commissions to protect the utilities and their customers, continues to apply, as of the date of this Application-Declaration.

Accordingly, since the date of the June 2000 Order, the capitalization and earnings attributable to Entergy's investments in EWGs and FUCOs have not had an adverse impact on Entergy's financial integrity.

Except to the extent otherwise authorized in the June 2000 Order or any subsequent order issued by the Commission, Entergy will maintain compliance with all of the conditions of Rule 53.

VI. Borrowing Limitations of the Applicants.

A. Operating Companies and System Energy.

Each of Arkansas, Gulf States, Louisiana, Mississippi, New Orleans and System Energy proposes to effect short-term borrowings through the Money Pool and through borrowings from banks and the issuance and sale of commercial paper in the following maximum amounts for each company: Arkansas, $235 million; Gulf States, $340 million; Louisiana, $225 million; Mississippi, $160 million; New Orleans, $100 million; and System Energy, $140 million.

B. EOI, ESI and SFI.

EOI Borrowing Limitations. The aggregate principal amount of borrowings by EOI outstanding at any one time pursuant to (i) the EOI Loan Agreement, (ii) the Money Pool and (iii) external borrowing arrangements with one or more banks as contemplated herein, shall not exceed $20 million.

ESI Borrowing Limitations. The aggregate principal amount of borrowings by ESI outstanding at any one time pursuant to (i) the ESI Loan Agreement, (ii) the Money Pool and (iii) external borrowing arrangements with one or more banks as contemplated herein, shall not exceed $200 million.

SFI Borrowing Limitations. The aggregate principal amount of borrowings by SFI outstanding at any one time pursuant to (i) the SFI Loan Agreement, (ii) the Money Pool and (iii) external borrowing arrangements with one or more banks as contemplated herein, shall not exceed $200 million.

7. Additional Representations

Entergy hereby makes the following additional representations:

1. As of June 30, 2004, the ratio of equity to total capitalization (including short-term debt) of Entergy and each of its public-utility company subsidiaries is 30% or above.
2. As of June 30, 2004, (1) neither Entergy nor any of its public-utility company subsidiaries have any outstand long-term debt, preferred stock or other types of preferred or equity-linked that are not rated at the investment grade level ("Applicable Securities"), except as follows: Gulf States ($150,926,500, consisting of $65,926,500 preferred stock and $85,000,000 QUIPS) and New Orleans ($19,779,800, consisting entirely of preferred stock); (2) the ratio of the outstanding Applicable Securities to total capitalization (including short-term debt) of Gulf States and New Orleans is 0.038 and 0.050, respectively; and (3) a single series of QUIPS issued by Gulf States represents the only outstanding Applicable Securities issued by either Gulf States or New Orleans since January 1, 1993.
3. Each of the Operating Companies, System Energy and EOI represents that it will not issue any security authorized in the matter, if, as a consequence of such issuance, the common equity component of the capital structure of the applicable company (on a consolidated basis) would comprise less than 30% of its total consolidated capitalization (based upon the financial statements filed with the most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K).
4. Each of the Operating Companies, System Energy and EOI represents that it will not issue any senior long-term debt that, if it is rated, is not rated investment grade, except for new debt designed to refund, redeem or replace existing debt that, if voluntarily refunded, is at a lower effective after-tax cost of money, for privately placed debt or for debt authorized by the Council of the City of New Orleans or authorized by the Arkansas Public Service Commission.

For purposes of representations B and D above, a security will be deemed to be rated "investment grade" if it is rated investment grade by Moody's Investors Services, Standard & Poor's, Fitch Ratings or any other nationally recognized statistical rating organization ("NRSRO"), as that term is used in paragraphs (c)(2)(vi)(E), (F) and (H) of rule 15c3-1 under the Securities Exchange Act of 1934.

Item 2. Fees, Commissions and Expenses.

Expenses to be incurred by the parties hereto in connection with obtaining the Commission's order authorizing the transactions proposed herein are estimated not to exceed $22,500, including $10,000 estimated for legal fees and $12,500 estimated for the fees of ESI.

Item 3. Applicable Statutory Provisions.

The Participants believe that the proposed short-term borrowings through the Money Pool, as described herein, including the issuance, delivery and acquisition of promissory notes to evidence the same, are or may be subject to the provisions of Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and Rule 43 thereunder.

The Participants believe that the investment, on their behalf, of funds in the Money Pool which at any time are not loaned to the Participants are exempt from Sections 9(a) and 10 of the Act by virtue of Section 9(c) of the Act or Rule 40 under the Act.

The Operating Companies and System Energy believe that the proposed borrowings from one or more banks (including the issuance and sale of any related promissory notes) and the issuance and sale of commercial paper are subject to the provisions of Sections 6(a) and 7 of the Act.

EOI and Entergy believe that the proposed issuance by EOI and the proposed acquisition by Entergy of the New EOI Note, as contemplated herein, are subject to the provisions of Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and Rule 45 thereunder, except to the extent that such transactions may be exempt pursuant to Rule 52.

ESI and Entergy believe that the proposed issuance by ESI and the proposed acquisition by Entergy of the New ESI Note, as contemplated herein, are or may be subject to the provisions of Sections 6(a), 7, 9(a), 10, and 12(b) of the Act and Rule 45 thereunder, except to the extent that such transactions may be exempt pursuant to Rule 52.

SFI and Entergy believe that the proposed issuance by SFI and the proposed acquisition by Entergy of the New SFI Note, as contemplated herein, are or may be subject to the provisions of Sections 6(a), 7, 9(a), 10, and 12(b) of the Act and Rule 45 thereunder, except to the extent that such transactions may be exempt pursuant to Rule 52.

Entergy, EOI, ESI and SFI believe that the proposed borrowings from one or more banks, and Entergy's proposed guaranty of payment of any unpaid principal amount of, and interest on, such borrowings and of the performance by EOI, ESI or SFI of their respective obligations under any related promissory note or note(s) or loan agreement or agreements, are or may be subject to Sections 6(a), 7 and 12(b) of the Act and Rule 45 thereunder, except to the extent that such transactions may be exempt pursuant to Rule 52.

Item 4. Regulatory Approval.

No state regulatory body or agency and no Federal commission or agency other than this Commission has jurisdiction over the transactions proposed herein.

Item 5. Procedure.

The parties hereto respectfully request that the Commission's order herein be entered on or before October 31, 2004.

The parties hereto further respectfully request that ESI be granted authority to file, on behalf of all of the parties hereto and on a quarterly basis, certificates of notification pursuant to Rule 24 under the Act with respect to (1) borrowings by the Participants through the Money Pool, (2) the establishment by the Operating Companies, System Energy, EOI, ESI and SFI of new lines of credit with banks, (3) issues, sales and payments, from time to time, by the Operating Companies and System Energy of notes to banks and commercial paper (including the amounts and terms of such notes and commercial paper), (4) borrowings by EOI under the EOI Loan Agreement and pursuant to borrowing arrangements with one or more banks, (5) borrowings by ESI under the ESI Loan Agreement and pursuant to borrowing arrangements with one or more banks, (6) borrowings by SFI under the SFI Loan Agreement and pursuant to borrowing arrangements with one or more banks, all as contemplated herein, and (7) guarantees iss ued by Entergy, including the beneficiary of each guaranty and the amount, terms and purpose of the guaranty.

The parties hereto hereby waive a recommended decision by a hearing officer or any other responsible officer of the Commission, agree that the Staff of the Division of Investment Management may assist in the preparation of the Commission's decision, and request that there be no waiting period between the issuance of the Commission's order and the date it is to become effective.

Item 6. Exhibits and Financial Statements.

a. Exhibits:

A	Not Applicable.
B-1	Money Pool Agreement, dated as of 8/7/03, among ESI, Entergy, EAI, EGSI, ELI, EMI, ENOI, System Energy, EOI and SFI.
B-2	Proposed form of Amended and Restated Money Pool Agreement.
B-3(a)	Proposed form of note to evidence borrowings by Participants (other than System Energy) through the Money Pool.
B-3(b)	Proposed form of note to evidence borrowing by System Energy through the Money Pool. 9;
*B-4(a)	Loan Agreement, dated as of June 6, 1990, between EOI and Entergy (including form of EOI Note) (Exhibit B-11(c) to Rule 24 Certificate dated June 15, 1990 in 70-7679).
B-4(b)	Proposed form of Amendment No. 6 to Loan Agreement between EOI and Entergy (including form of New EOI Note).
*B-5(a)	Loan Agreement, dated as of September 18, 1991, between ESI and Entergy (including form of ESI Note) (Exhibit B-5(a) in 70-8055).
B-5(b)	Proposed form of Amendment No. 6 to Loan Agreement between ESI and Entergy (including form of New ESI Note).
*B-6(a)	Loan Agreement, dated as of March 21, 1994, between SFI and Entergy (including form of SFI Note) (Exhibit B-1 in 70-8331).
B-6(b)	Proposed form of Amendment No. 4 to Loan Agreement between SFI and Entergy (including form of New SFI Note).
C	Not applicable.
D	Not applicable.
E	Not applicable.
**F	Opinion(s) of Counsel
G	Suggested form of notice of proposed transactions for publication in the Federal Register.

b. Financial Statements:

- Financial statements (and accompanying notes) of Arkansas, Gulf States, Louisiana, Mississippi, New Orleans, System Energy and Entergy and subsidiaries included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and the Quarterly Report on Form 10-Q for the period ended June 30, 2004 (filed in File Nos. 1-10764, 1-2703, 1-8474, 0-320, 0-5807, 1-9067 and 1-11299, respectively, and incorporated herein by reference).

Except as reflected in the financial statements (including the notes thereto), there have been no material changes, not in the ordinary course of business, with respect to Arkansas, Gulf States, Louisiana, Mississippi, New Orleans, System Energy, or Entergy which have taken place since June 30, 2004,

___________________________

* Incorporated herein by reference as indicated.
** To be filed by amendment.

Item 7. Information as to Environmental Effects.

a. As more fully described in Item 1, the proposed transactions subject to the jurisdiction of the Commission relate only to the financing activities of the parties hereto, and do not involve a major Federal action having a significant impact on the human environment.

b. Not applicable.

SIGNATURES

Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this statement to be signed on their behalf by the undersigned thereunto duly authorized.

ENTERGY CORPORATION
ENERGY SERVICES, INC.
ENTERGY ARKANSAS, INC.
ENTERGY GULF STATES, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
ENTERGY OPERATIONS, INC.
SYSTEM ENERGY RESOURCES, INC.
SYSTEM FUELS, INC.

	/s/ Steven C. McNeal
By	Steven C. McNeal
	Vice President and Treasurer

Dated: August 13, 2004

EX-99

Exhibit B-1

MONEY POOL AGREEMENT

This Money Pool Agreement (this "Agreement"), dated as of the 7th day of August, 2003 (the "Effective Date"), by and between Entergy Services, Inc., a Delaware Corporation ("ESI"), Entergy Corporation, a Delaware Corporation ("Entergy"), Entergy Arkansas, Inc., an Arkansas Corporation ("EAI"), Entergy Gulf States, Inc., a Texas Corporation ("EGSI"), Entergy Louisiana, Inc., a Louisiana Corporation ("ELI"), Entergy Mississippi, Inc., a Mississippi Corporation ("EMI"), Entergy New Orleans, Inc., a Louisiana Corporation ("ENOI"), System Entergy Resources, Inc., a Mississippi Corporation ("SERI"), Entergy Operations, Inc., a Mississippi Corporation ("EOI"), and System Fuels, Inc., a Louisiana Corporation ("SFI") (each a "Participant" and, collectively, the "Participants").

RECITALS

WHEREAS, Entergy, a registered holding company, and the other Participants, each of which is a wholly owned direct or indirect subsidiary of Entergy, are regulated by the Securities and Exchange Commission (the "SEC") under the Public Utility Holding Company Act of 1935, as amended ("PUHCA"); and

WHEREAS, Sections 6, 7, 9 and 10 of PUHCA grant the SEC jurisdiction over the issuance and acquisition of securities, including the operation of money pools or other inter-company lending arrangements within a registered holding company system; and

WHEREAS, pursuant to SEC Order, dated November 29, 2001 (HCAR No. 27470) (the "SEC Order"), the Participants are parties to the Entergy System Money Pool (the "Money Pool"), through which the Participants are authorized to make unsecured short-term loans from available funds to other Participants (exclusive of Entergy) and the Participants (exclusive of Entergy) are authorized to make unsecured short-term borrowings from other Participants, in each case, from time to time through November 30, 2004; and

WHEREAS, pursuant to the SEC Order, the aggregate principal amount of outstanding short-term borrowings authorized to be made by each of the Participants under the Money Pool and certain other SEC authorized borrowing arrangements is subject to a dollar limitation, which dollar limitation may be modified from time to time, by subsequent order of the SEC (the "Participant Borrowing Limit"); and

WHEREAS, pursuant to the SEC Order, each of the Participants (exclusive of Entergy) has executed a promissory note, payable to ESI, as agent for the other Participants, evidencing at any time the obligation of the Participant to pay a principal amount equal to the applicable Participant Borrowing Limit, or if less, the unpaid aggregate principal amount of all loans made to such Participant pursuant to the Money Pool; and

WHEREAS, the promissory notes that have been issued by ESI, EAI, EGSI, ELI, EMI, ENOI, EOI and SFI to evidence the borrowings made by each such Participant pursuant to the Money Pool are attached hereto as Exhibits A, B, C, D, E, F, G, and H, respectively; and

WHEREAS, the outstanding promissory note issued by SERI to evidence borrowings through the Money Pool (including certain additional terms and conditions relating to the subordination of SERI's Money Pool borrowings) is annexed hereto as Exhibit I; and

WHEREAS, the SEC Order provides that the Money Pool is to be administered by ESI under the direction of its Treasurer; and

WHEREAS, by Order No. 634 issued by the Federal Energy Regulatory Commission (the "FERC") on June 26, 2003, the FERC amended the Uniform System of Accounts, in particular 18 C.F.R. Part 101, Account 146, to require, among other things, that all cash management or money pool arrangements, such as the Money Pool, among FERC regulated entities (including certain of the Participants) be documented by a written agreement; and

WHEREAS, there is no formal written agreement among the Participants relating to the Money Pool; and

WHEREAS, consistent with the requirements of FERC Order No. 634, the parties hereto desire to enter into this agreement to document the rights and obligations of the Participants with respect to the Money Pool and the role of ESI as administrator of the Money Pool.

NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions

   "Daily Weighted Average Investment Rate" means, as applied to any day, (x) the product of (i) the aggregate total daily interest payable on all investments in the Money Pool Portfolio and (ii) 360, divided by (y) the total amount of funds invested in the Money Pool Portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool Portfolio in (i) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

   "U.S. Dollars", "Dollars" or "$" means lawful money of the United States of America.

   "Loan Rate" shall mean the Daily Weighted Average Investment Rate, as applied to any day that interest is calculated on Loans; provided, however, that in the event, on and as of any day, there are no excess Money Pool funds invested in the Money Pool Portfolio, the Daily Federal Funds Effective Rate, as quoted by the Federal Reserve Bank of New York, shall be the Loan Rate applicable to Loans for that day. The applicable Loan Rate shall apply to the entire principal amount of any Loan outstanding during the term of this Agreement.

   "Loan" or "Loans" means the unsecured, short-term loans made by any Participant to other Participants (exclusive of Entergy) pursuant to Section 2.01 hereof.

   "Money Pool" means a pool of funds administered by ESI, as agent for the Participants, consisting solely of available cash from the treasuries of the Participants, which will be loaned on a short-term basis to one or more of the Participants or otherwise invested by ESI, as agent, in the Money Pool Portfolio in the manner described in Section 2.08 hereof.

   "Money Pool Portfolio" means the portfolio of securities in which ESI, as agent for the Participants, invests excess Money Pool funds from time to time in accordance with Section 2.08 hereof.

   "Note" means the promissory note of a Participant payable to the order of ESI, as agent for the Participants, evidencing at any given time the obligation of the Participant to pay a principal amount equal to the applicable Participant Borrowing Limit or, if less, the unpaid aggregate principal amount of all Loans to such Participant outstanding under the Money Pool and this Agreement (including borrowings pursuant to the Money Pool prior to the Effective Date of this Agreement). Exhibits A, B, C, D, E, F, G, H, and I set forth the Notes issued by ESI, EAI, EGSI, ELI, EMI, ENOI, EOI, SFI and SERI, respectively, that are outstanding as of the Effective Date of this Agreement. The Note of each Participant (and corresponding Exhibit) may be amended, replaced and/or superceded from time to time to reflect changes in the SEC's authorized Participant Borrowing Limit or as otherwise required to comply with authorization then in effect under PUHCA or other applicable regulatory requirem ents.

   "Participant Borrowing Limit" shall have the meaning ascribed to that term in the Recitals to this Agreement.

   "Person" means an individual, corporation, limited liability company, partnership, trust or unincorporated organization, or a government or any agency or political subdivision thereof.

   "PUHCA" shall have the meaning ascribed in that term in the Recitals to this Agreement.

   "SEC" shall have the meaning ascribed to that term in the Recitals to this Agreement.

   "Termination Date" shall have the meaning ascribed to that term in Section 3.01 below.

2. Interpretation of Definitions. All definitions in the singular shall, unless the context specifies otherwise, include and mean the plural, and all references to the masculine gender shall include the feminine; and vice versa.
3. 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 Entergy and its subsidiaries' consolidated financial statements, and any financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles.

2. OPERATION OF MONEY POOL
   1. Money Pool Loans. During the period from the date hereof to and including the Termination Date, ESI and the other Participants shall make available to all Participants (exclusive of Entergy, which is not permitted to effect borrowings through the Money Pool) excess funds from their treasuries in the form of short-term loans. The determination of whether a Participant at any time has funds that may be available for lending through the Money Pool will be made by, or under the direction of, its respective Treasurer or such other person(s) as such Participant may, from time to time, designate. The Money Pool will be managed by ESI with the intent of matching, to the extent possible, the available cash and borrowing requirements of the various Participants in order to minimize the need for Participants to make short-term borrowings from external sources.
   2. Allocation of Funds. Subject to the applicable Participant Borrowing Limitation described in Section 2.05, Participants making borrowings through the Money Pool (other than EOI, ESI and SFI) will be entitled to borrow, on any given day, an amount of the total funds then available for lending to the Participants determined on the basis of an equal allocation of such funds among all borrowing Participants, except that where such an allocation would provide one or more borrowing Participants with funds in excess of its or their borrowing requirements, such excess will then be available for Loans equally allocated among the remaining borrowing Participants. To the extent that EOI, ESI and SFI are permitted to effect borrowings through the Money Pool, the remaining funds then available for lending to EOI, ESI and SFI will be allocated among them in the same manner as the available funds are allocated among the other borrowing Participants. Each borrowing Participant will borrow pro rata from each lending Participant in the proportion which the total amount being loaned through the Money Pool by such lending Participant bears to the total amount then being loaned by all Participants through the Money Pool.
   3. Interest on the Loans. All loans will bear interest payable monthly at a rate, calculated on a daily basis, equal to the applicable Loan Rate.
   4. The Notes. Each Participant's obligation to repay a principal amount equal to the applicable Participant Borrowing Limit or, if less, the unpaid aggregate principal amount of all Loans to such Participant outstanding under the Money Pool and this Agreement (including borrowings pursuant to the Money Pool prior to the Effective Date of this Agreement), shall be evidenced by such Participant's Note. The Notes are/will be payable to the order of ESI, as agent for the Participants, on demand, as more particularly set forth in the Notes. The Loans and the Notes evidencing the Loans shall accrue interest at the Loan Rate as provided in Section 2.03 hereof, which interest shall be payable as set forth in the Notes. Upon payment in full of any Note and all interest thereon and any other charges due from a Participant thereunder or hereunder on the Termination Date, ESI shall promptly return such Note to such Participant. The Notes issued, by ESI, EAI, EGSI, ELI, EMI, ENOI, EOI, SFI and SERI, are/will be attached hereto as Exhibits A, B, C, D, E, F, G, H and I, respectively. Such Notes (and corresponding Exhibits) may be amended, replaced or superceded from time to time to reflect changes in the SEC's authorized Participant Borrowing Limits or as otherwise required to comply with authorization then in effect under PUHCA or other applicable regulatory requirements.

   Section 2.05 Borrowing Limitations. Pursuant to the terms of the SEC Order, the applicable Participant Borrowing Limit, as of the Effective Date of this Agreement, with respect to each of the Participants is as follows: EAI - $235 million; EGSI - $340 million; ELI - $225 million, EMI - $160 million, ENOI - $100 million, SERI - $140 million; EOI - $20 million; ESI - $200 million; and SFI - $200 million. The Participant Borrowing Limit pertaining to each borrowing Participant may be modified, from time to time, by order of the SEC under PUHCA. In such event, the Note issued by the affected Participant (and corresponding Exhibit) will be amended, replaced and/or superceded so as to reflect the new Participant Borrowing Limit and the Participant shall be permitted to make borrowings hereunder in an aggregate principal amount, at any time outstanding, equal to such revised Participant Borrowing Limit.

   Section 2.06 Funding and Repayment. Each advance of Loans under this Agreement shall be made in U.S. Dollars in immediately available funds, at such place as to which a borrowing Participant and ESI may agree. All repayments and prepayments by a Participant of principal and all payments by such Participant of interest, and all other sums due under its Note or this Agreement, shall be made without deduction, setoff, abatement, suspension, deferment, defense or counterclaim, on or before the due date of repayment or payment, and shall be made in U.S. Dollars. All payments received by ESI from a Participant shall be applied as follows: first, to the payment of any amounts due hereunder or under its Note other than principal and interest on the Loans; second, to the payment of interest due on the Loans; and third, to the repayment of principal due on the Loans.

   Section 2.07 Optional Prepayments. Each Participant, at its option, may prepay all or any part of the Loans, from time to time, without penalty or premium.

   Section 2.08 Money Pool Portfolio. If any funds are remaining in the Money Pool after satisfaction of the borrowing needs of the Participants, ESI, as administrator of the Money Pool, will invest such funds and allocate the earnings thereon between or among those Participants providing such excess funds on a pro rata basis in accordance with their respective interests in such funds. ESI shall invest the excess funds in one or a combination of the types of securities that are permitted by the provisions of Section 9(c) and Rule 40 of PUHCA or other applicable regulatory requirements, in each case in a manner reasonably designed to preserve principal and optimize returns.

3. TERMINATION
   1. Termination of Agreement. This Agreement shall terminate immediately upon the expiration or termination of the SEC's authorization under PUHCA for the making of unsecured Loans and borrowings by the Participants through the Money Pool (the "Termination Date"). Upon the Termination Date, the outstanding principal amount of all Loans and interest thereon and any other sums due under the Notes shall be immediately due and payable. Each Participant shall also have the right at any time, upon written notice to ESI and to the other Participants, to terminate its participation in the Money Pool and this Agreement, subject to its obligation to pay when due all outstanding indebtedness under its Note then in effect.
4. ESI's RESPONSIBILITIES AS ADMINISTRATOR

Section 4.01 ESI's Responsibilities and Documentation Requirements. In addition to ESI's duties and responsibilities as manager and administrator of the Money Pool otherwise set forth in this Agreement or the Notes, ESI shall maintain the following written documentation with respect to the operation of the Money Pool:

1. For each Loan made through the Money Pool, or repayment thereof: the date of the Loan or repayment, the amount of the Loan or repayment, and the Loan Rate applicable to each day the Loan is outstanding.
2. For each borrowing made through the Money Pool, the date of the borrowing, the amount of the borrowing and the Loan Rate applicable to each day that the borrowing is outstanding.
3. For each investment in the Money Pool Portfolio, the date of the investment, the total amount of the investment and the amount thereof allocated to each Participant providing excess funds to the Money Pool on any day, the maturity date, if any, of the investment, and the daily interest rate payable on such investment.

Without limitation of the foregoing, ESI shall evidence all loans, borrowings and investments made by, or allocated to, each Participant on the books and records of such Participant.

5. MISCELLANEOUS
   1. Notices. Any communications between or among the parties hereto, and notices provided herein to be given, may be given by facsimile transmission, electronic-mail, mailing or otherwise delivering the same to the Treasurer of ESI and the Treasurer of each affected Participant or to such other person or persons and addresses as ESI or such other affected Participant(s) may, from time to time, designate, upon written notice.
   2. Waivers; Remedies Cumulative. No delay or omission to exercise any right, power or remedy accruing to ESI, as agent or administrator, or any Participant under this Agreement shall impair any such right, power or remedy of ESI, as agent or administrator, or such Participant, nor shall it be construed to be a waiver of any such right, power or remedy. Any waiver, permit, consent or approval of any kind or character on the part of ESI, as agent or administrator, or any Participant of any breach or default under this Agreement, or any waiver on the part of any ESI, as agent or administrator, or any Participant of any provision or condition of this Agreement, must be in writing and shall be effective only to the extent in such writing specifically set forth. All remedies, either under this Agreement or by law or otherwise afforded to ESI, as agent or administrator, or any Participant shall be cumulative and not alternative.
   3. Counterparts; Additional Participants. This Agreement may be executed in as many counterparts as may be deemed necessary or convenient, all of which, when executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.

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

ENTERGY SERVICES, INC.                 ENTERGY CORPORATION

By: /s/ Steven C. McNeal                           By: /s/ Steven C. McNeal______

Title: Vice President and Treasurer              Title: Vice President and Treasurer

ENTERGY ARKANSAS, INC.             ENTERGY GULF STATES, INC.

By: /s/ Steven C. McNeal                          By: /s/ Steven C. McNeal________

Title: Vice President and Treasurer__         Title: Vice President and Treasurer__

ENTERGY LOUISIANA, INC.             ENTERGY MISSISSIPPI, INC.

By: /s/ Steven C. McNeal_________        By: /s/ Steven C. McNeal_________

Title: Vice President and Treasurer___       Title: Vice President and Treasurer___

ENTERGY NEW ORLEANS, INC.     SYSTEM ENERGY RESOURCES, INC.

By: /s/ Steven C. McNeal_________       By: /s/ Steven C. McNeal_________

Title: Vice President and Treasurer___      Title: Vice President and Treasurer___

ENTERGY OPERATIONS, INC.         SYSTEM FUELS, INC.

By: /s/ Steven C. McNeal_________        By: /s/ Steven C. McNeal_________

Title: Vice President and Treasurer___       Title: Vice President and Treasurer___

Exhibit A

ENTERGY SERVICES, INC.

MONEY POOL NOTE

$200,000,000

                                                                                                                                                                        ;December 1, 2001
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Services, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Two Hundred Million Dollars ($200,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY services, INC.

By: /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Exhibit B

ENTERGY ARKANSAS, INC.
MONEY POOL NOTE

$235,000,000

 December 1, 2001
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Arkansas, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Two Hundred Thirty Five Million Dollars ($235,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to p ay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY ARKANSAS, INC.

By: /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Exhibit C

ENTERGY GULF STATES, INC.
MONEY POOL NOTE

$340,000,000

 December 1, 2001
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Gulf States, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Three Hundred Forty Million Dollars ($340,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pa y interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

entergy gulf states, inc.

By: /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Exhibit D

ENTERGY LOUISIANA, INC.
MONEY POOL NOTE

$225,000,000

 December 1, 2001
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Louisiana, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Two Hundred Twenty Five Million Dollars ($225,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY LOUISIANA, INC.

By: /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Exhibit E

ENTERGY MISSISSIPPI, INC.
MONEY POOL NOTE

$160,000,000

 December 1, 2001
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Mississippi, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of One Hundred Sixty Million Dollars ($160,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY MISSISSIPPI, INC.

By: /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Exhibit F

ENTERGY NEW ORLEANS, INC.
MONEY POOL NOTE

$100,000,000

 December 1, 2001
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy New Orleans, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of One Hundred Million Dollars ($100,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay intere st on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY NEW ORLEANS, INC.

By: /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Exhibit G

ENTERGY OPERATIONS, INC.
MONEY POOL NOTE

$20,000,000

December 1, 2001
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Operations, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Twenty Million Dollars ($20,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on t he principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY OPERATIONS, INC.

By: /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Exhibit H

SYSTEM FUELS, INC.
MONEY POOL NOTE

$200,000,000

 December 1, 2001
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, System Fuels, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Two Hundred Million Dollars ($200,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on t he principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

SYSTEM FUELS, INC.

By: /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Exhibit I

SYSTEM ENERGY RESOURCES, INC.
MONEY POOL NOTE

$140,000,000

 December 1, 2001
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned System Energy Resources, Inc. (the "Borrower") promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of One Hundred Forty Million Dollars ($140,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further prom ises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

The indebtedness represented by this Note has been marked on the books of the Borrower as subordinated indebtedness and, as such, is subordinated and junior in right of payment to the Obligations (as defined below) of the Borrower, all to the extent and in the manner set forth below:

(i) if there shall occur an event of default (after the expiration of any applicable notice and/or grace period(s)) relating to any Obligations of the Borrower, then so long as such event of default shall be continuing and shall not have been cured or waived, or unless and until all such Obligations so in default shall have been paid in full in money or moneys worth at the time of receipt, no payment of principal and premium, if any, or interest shall be made upon this Note; and

(ii) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar case or proceedings, or any receivership proceedings in connection therewith, relative to the Borrower or its creditors or its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Borrower, whether or not involving insolvency or bankruptcy proceedings, then the Obligations shall first be paid in full in money or moneys worth at the time of receipt, or payment thereof shall have been provided for, before any payment on account of principal, premium, if any, or interest is made upon this Note.

As used in the preceding paragraph, the term "Obligations" shall mean obligations of the Borrower relating to indebtedness for borrowed money of the Borrower to any non-affiliated entity, the terms of which include provisions requiring that the Borrower's indebtedness to one or more of its affiliated entities be deemed subordinated indebtedness.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

SYSTEM ENERGY RESOURCES, INC.

By: /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

EX-99

EXHIBIT B-2

Form of

AMENDED AND RESTATED MONEY POOL AGREEMENT

This Amended and Restated Money Pool Agreement (this "Agreement"), dated as of the ____ day of ____________, 2004 (the "Effective Date"), by and between Entergy Services, Inc., a Delaware Corporation ("ESI"), Entergy Corporation, a Delaware Corporation ("Entergy"), Entergy Arkansas, Inc., an Arkansas Corporation ("EAI"), Entergy Gulf States, Inc., a Texas Corporation ("EGSI"), Entergy Louisiana, Inc., a Louisiana Corporation ("ELI"), Entergy Mississippi, Inc., a Mississippi Corporation ("EMI"), Entergy New Orleans, Inc., a Louisiana Corporation ("ENOI"), System Entergy Resources, Inc., a Mississippi Corporation ("SERI"), Entergy Operations, Inc., a Mississippi Corporation ("EOI"), and System Fuels, Inc., a Louisiana Corporation ("SFI") (each a "Participant" and, collectively, the "Participants"), amends, restates and supercedes that certain Mo ney Pool Agreement, dated as of the 7^th day of August, 2003 among the Participants (the "Original Agreement").

RECITALS

WHEREAS, Entergy, a registered holding company, and the other Participants, each of which is a wholly owned direct or indirect subsidiary of Entergy, are regulated by the Securities and Exchange Commission (the "SEC") under the Public Utility Holding Company Act of 1935, as amended ("PUHCA"); and

WHEREAS, Sections 6, 7, 9 and 10 of PUHCA grant the SEC jurisdiction over the issuance and acquisition of securities, including the operation of money pools or other inter-company lending arrangements within a registered holding company system; and

WHEREAS, pursuant to SEC Order, dated ___________ (HCAR No._________ ) (the "SEC Order"), the Participants are authorized to execute this Agreement and continue as parties to the Entergy System Money Pool (the "Money Pool"), through which the Participants are authorized to make unsecured short-term loans from available funds to other Participants (exclusive of Entergy) and the Participants (exclusive of Entergy) are authorized to make unsecured short-term borrowings from other Participants, in each case, from time to time through November 30, 2007; and

WHEREAS, pursuant to the SEC Order, the aggregate principal amount of outstanding short-term borrowings authorized to be made by each of the Participants under the Money Pool and certain other SEC authorized borrowing arrangements is subject to a dollar limitation, which dollar limitation may be modified from time to time, by subsequent order of the SEC (the "Participant Borrowing Limit"); and

WHEREAS, pursuant to the SEC Order, each of the Participants (exclusive of Entergy) is also authorized to execute a promissory note, payable to ESI, as agent for the other Participants, evidencing at any time the obligation of the Participant to pay a principal amount equal to the applicable Participant Borrowing Limit, or if less, the unpaid aggregate principal amount of all loans made to such Participant pursuant to the Money Pool; and

WHEREAS, pursuant to the SEC Order and the terms of this Agreement, forms of the promissory notes to be issued by ESI, EAI, EGSI, ELI, EMI, ENOI, EOI and SFI to evidence the borrowings authorized to be made by each such Participant pursuant to the Money Pool are attached hereto as Exhibits A, B, C, D, E, F, G, and H, respectively;

WHEREAS, pursuant to the SEC Order and the terms of this Agreement, the form of the promissory note to be issued by SERI to evidence the borrowings authorized to be made by SERI through the Money Pool (including certain additional terms and conditions relating to the subordination of SERI's Money Pool borrowings) is annexed hereto as Exhibit I; and

WHEREAS, the SEC Order provides that the Money Pool is to be administered by ESI under the direction of its Treasurer; and

WHEREAS, by Order No. 634 issued by the Federal Energy Regulatory Commission (the "FERC") on June 26, 2003, the FERC amended the Uniform System of Accounts, in particular 18 C.F.R. Part 101, Account 146, to require, among other things, that all cash management or money pool arrangements, such as the Money Pool, among FERC regulated entities (including certain of the Participants) be documented by a written agreement; and

WHEREAS, consistent with the requirements of FERC Order No. 634, the parties hereto desire to enter into this Agreement to document the rights and obligations of the Participants with respect to the Money Pool and the role of ESI as administrator of the Money Pool; and

WHEREAS, pursuant to SEC order dated November 29, 2001 (HCAR No. 27470 and the Original Agreement, the Participants were authorized to make unsecured loans and borrowings from the Money Pool, from time to time, through November 30, 2004; and

WHEREAS, pursuant to the SEC Order, the authorized borrowing period for Money Pool loans/borrowings has now been extended through November 30, 2007; and

WHEREAS, it is necessary and desirable that the Original Agreement be amended and restated for the purpose, among other things, of extending the period through which the Participants may lend and borrow funds through the Money Pool.

NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions

   "Daily Weighted Average Investment Rate" means, as applied to any day, (x) the product of (i) the aggregate total daily interest payable on all investments in the Money Pool Portfolio and (ii) 360, divided by (y) the total amount of funds invested in the Money Pool Portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool Portfolio in (i) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

   "U.S. Dollars", "Dollars" or "$" means lawful money of the United States of America.

   "Loan Rate" shall mean the Daily Weighted Average Investment Rate, as applied to any day that interest is calculated on Loans; provided, however, that in the event, on and as of any day, there are no excess Money Pool funds invested in the Money Pool Portfolio, the Daily Federal Funds Effective Rate, as quoted by the Federal Reserve Bank of New York, shall be the Loan Rate applicable to Loans for that day. The applicable Loan Rate shall apply to the entire principal amount of any Loan outstanding during the term of this Agreement.

   "Loan" or "Loans" means the unsecured, short-term loans made by any Participant to other Participants (exclusive of Entergy) pursuant to Section 2.01 hereof.

   "Money Pool" means a pool of funds administered by ESI, as agent for the Participants, consisting solely of available cash from the treasuries of the Participants, which will be loaned on a short-term basis to one or more of the Participants or otherwise invested by ESI, as agent, in the Money Pool Portfolio in the manner described in Section 2.08 hereof.

   "Money Pool Portfolio" means the portfolio of securities in which ESI, as agent for the Participants, invests excess Money Pool funds from time to time in accordance with Section 2.08 hereof.

   "Note" means the promissory note of a Participant payable to the order of ESI, as agent for the Participants, evidencing at any given time the obligation of the Participant to pay on demand a principal amount equal to the applicable Participant Borrowing Limit or, if less, the unpaid aggregate principal amount of all Loans to such Participant outstanding under the Money Pool and this Agreement (including borrowings pursuant to the Money Pool prior to the Effective Date of this Agreement). Exhibits A, B, C, D, E, F, G, H, and I set forth forms of the Notes to be issued by ESI, EAI, EGSI, ELI, EMI, ENOI, EOI, SFI and SERI, respectively, pursuant to this Agreement. The Note of each Participant (and corresponding Exhibit) may be amended, replaced and/or superceded from time to time to reflect changes in the SEC's authorized Participant Borrowing Limit or as otherwise required to comply with authorization then in effect under PUHCA or other applicable regulatory requirements.

   "Participant Borrowing Limit" shall have the meaning ascribed to that term in the Recitals to this Agreement.

   "Person" means an individual, corporation, limited liability company, partnership, trust or unincorporated organization, or a government or any agency or political subdivision thereof.

   "PUHCA" shall have the meaning ascribed in that term in the Recitals to this Agreement.

   "SEC" shall have the meaning ascribed to that term in the Recitals to this Agreement.

   "Termination Date" shall have the meaning ascribed to that term in Section 3.01 below.

2. Interpretation of Definitions. All definitions in the singular shall, unless the context specifies otherwise, include and mean the plural, and all references to the masculine gender shall include the feminine; and vice versa.
3. 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 Entergy and its subsidiaries' consolidated financial statements, and any financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles.

2. OPERATION OF MONEY POOL
   1. Money Pool Loans. During the period from the date hereof to and including the Termination Date, ESI and the other Participants shall make available to all Participants (exclusive of Entergy, which is not permitted to effect borrowings through the Money Pool) excess funds from their treasuries in the form of short-term loans. The determination of whether a Participant at any time has funds that may be available for lending through the Money Pool will be made by, or under the direction of, its respective Treasurer or such other person(s) as such Participant may, from time to time, designate. The Money Pool will be managed by ESI with the intent of matching, to the extent possible, the available cash and borrowing requirements of the various Participants in order to minimize the need for Participants to make short-term borrowings from external sources.
   2. Allocation of Funds. Subject to the applicable Participant Borrowing Limitation described in Section 2.05, Participants making borrowings through the Money Pool (other than EOI, ESI and SFI) will be entitled to borrow, on any given day, an amount of the total funds then available for lending to the Participants determined on the basis of an equal allocation of such funds among all borrowing Participants, except that where such an allocation would provide one or more borrowing Participants with funds in excess of its or their borrowing requirements, such excess will then be available for Loans equally allocated among the remaining borrowing Participants. To the extent that EOI, ESI and SFI are permitted to effect borrowings through the Money Pool, the remaining funds then available for lending to EOI, ESI and SFI will be allocated among them in the same manner as the available funds are allocated among the other borrowing Participants. Each borrowing Participant will borrow pro rata from each lending Participant in the proportion which the total amount being loaned through the Money Pool by such lending Participant bears to the total amount then being loaned by all Participants through the Money Pool.
   3. Interest on the Loans. All loans will bear interest payable monthly at a rate, calculated on a daily basis, equal to the applicable Loan Rate.
   4. The Notes. Upon the Effective Date, ESI, EAI, EGSI, ELI, EMI, ENOL, EOI, SFI and SERI shall each execute a Note to evidence borrowings by the applicable Participant from the Money Pool. For the avoidance of doubt, such Notes will replace and supercede the Notes issued by such Participants under the Original Agreement. Each Participant's obligation to repay a principal amount equal to the applicable Participant Borrowing Limit or, if less, the unpaid aggregate principal amount of all Loans to such Participant outstanding under the Money Pool and this Agreement (including borrowings pursuant to the Money Pool prior to the Effective Date of this Agreement), shall be evidenced by such Participant's Note. The Notes will be payable to the order of ESI, as agent for the Participants, on demand, as more particularly set forth in the Notes. The Loans and the Notes evidencing the Loans shall accrue interest at the Loan Rate as provided in Section 2.03 hereof, which interest shall be p ayable as set forth in the Notes. Upon payment in full of any Note and all interest thereon and any other charges due from a Participant thereunder or hereunder on the Termination Date, ESI shall promptly return such Note to such Participant. Forms of the Notes to be issued by ESI, EAI, EGSI, ELI, EMI, ENOI, EOI, SFI and SERI, are/will be attached hereto as Exhibits A, B, C, D, E, F, G, H and I, respectively. Such Notes (and corresponding Exhibits) may be amended, replaced or superceded from time to time to reflect changes in the SEC's authorized Participant Borrowing Limits or as otherwise required to comply with authorization then in effect under PUHCA or other applicable regulatory requirements.

   Section 2.05 Borrowing Limitations. Pursuant to the terms of the SEC Order, the applicable Participant Borrowing Limit, as of the Effective Date of this Agreement, with respect to each of the Participants is as follows: EAI - $235 million; EGSI - $340 million; ELI - $225 million, EMI - $160 million, ENOI - $100 million, SERI - $140 million; EOI - $20 million; ESI - $200 million; and SFI - $200 million. The Participant Borrowing Limit pertaining to each borrowing Participant may be modified, from time to time, by order of the SEC under PUHCA. In such event, the Note issued by the affected Participant (and corresponding Exhibit) will be amended, replaced and/or superceded so as to reflect the new Participant Borrowing Limit and the Participant shall be permitted to make borrowings hereunder in an aggregate principal amount, at any time outstanding, equal to such revised Participant Borrowing Limit.

   Section 2.06 Funding and Repayment. Each advance of Loans under this Agreement shall be made in U.S. Dollars in immediately available funds, at such place as to which a borrowing Participant and ESI may agree. All repayments and prepayments by a Participant of principal and all payments by such Participant of interest, and all other sums due under its Note or this Agreement, shall be made without deduction, setoff, abatement, suspension, deferment, defense or counterclaim, on or before the due date of repayment or payment, and shall be made in U.S. Dollars. All payments received by ESI from a Participant shall be applied as follows: first, to the payment of any amounts due hereunder or under its Note other than principal and interest on the Loans; second, to the payment of interest due on the Loans; and third, to the repayment of principal due on the Loans.

   Section 2.07 Optional Prepayments. Each Participant, at its option, may prepay all or any part of the Loans, from time to time, without penalty or premium.

   Section 2.08 Money Pool Portfolio. If any funds are remaining in the Money Pool after satisfaction of the borrowing needs of the Participants, ESI, as administrator of the Money Pool, will invest such funds and allocate the earnings thereon between or among those Participants providing such excess funds on a pro rata basis in accordance with their respective interests in such funds. ESI shall invest the excess funds in one or a combination of the types of securities that are permitted by the provisions of Section 9(c) and Rule 40 of PUHCA or other applicable regulatory requirements, in each case in a manner reasonably designed to preserve principal and optimize returns.

3. TERMINATION
   1. Termination of Agreement. This Agreement shall terminate immediately upon the expiration or termination of the SEC's authorization under PUHCA for the making of unsecured Loans and borrowings by the Participants through the Money Pool (the "Termination Date"). Pursuant to the SEC Order, the Termination Date is November 30, 2007. Upon the Termination Date, the outstanding principal amount of all Loans and interest thereon and any other sums due under the Notes shall be immediately due and payable. Each Participant shall also have the right at any time, upon written notice to ESI and to the other Participants, to terminate its participation in the Money Pool and this Agreement, subject to its obligation to pay when due all outstanding indebtedness under its Note then in effect.
4. ESI's RESPONSIBILITIES AS ADMINISTRATOR

Section 4.01 ESI's Responsibilities and Documentation Requirements. In addition to ESI's duties and responsibilities as manager and administrator of the Money Pool otherwise set forth in this Agreement or the Notes, ESI shall maintain the following written documentation with respect to the operation of the Money Pool:

1. For each Loan made through the Money Pool, or repayment thereof: the date of the Loan or repayment, the amount of the Loan or repayment, and the Loan Rate applicable to each day the Loan is outstanding.
2. For each borrowing made through the Money Pool, the date of the borrowing, the amount of the borrowing and the Loan Rate applicable to each day that the borrowing is outstanding.
3. For each investment in the Money Pool Portfolio, the date of the investment, the total amount of the investment and the amount thereof allocated to each Participant providing excess funds to the Money Pool on any day, the maturity date, if any, of the investment, and the daily interest rate payable on such investment.

Without limitation of the foregoing, ESI shall evidence all loans, borrowings and investments made by, or allocated to, each Participant on the books and records of such Participant.

5. MISCELLANEOUS
   1. Notices. Any communications between or among the parties hereto, and notices provided herein to be given, may be given by facsimile transmission, electronic-mail, mailing or otherwise delivering the same to the Treasurer of ESI and the Treasurer of each affected Participant or to such other person or persons and addresses as ESI or such other affected Participant(s) may, from time to time, designate, upon written notice.
   2. Waivers; Remedies Cumulative. No delay or omission to exercise any right, power or remedy accruing to ESI, as agent or administrator, or any Participant under this Agreement shall impair any such right, power or remedy of ESI, as agent or administrator, or such Participant, nor shall it be construed to be a waiver of any such right, power or remedy. Any waiver, permit, consent or approval of any kind or character on the part of ESI, as agent or administrator, or any Participant of any breach or default under this Agreement, or any waiver on the part of any ESI, as agent or administrator, or any Participant of any provision or condition of this Agreement, must be in writing and shall be effective only to the extent in such writing specifically set forth. All remedies, either under this Agreement or by law or otherwise afforded to ESI, as agent or administrator, or any Participant shall be cumulative and not alternative.
   3. Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary or convenient, all of which, when executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.

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

ENTERGY SERVICES, INC.                                     ENTERGY CORPORATION

By: ___________________________                           By: ___________________________

Name: ___________________________                      Name: _________________________

Title: ___________________________                         Title: ___________________________

ENTERGY ARKANSAS, INC.                                   ENTERGY GULF STATES, INC.

By: ___________________________                           By: ___________________________

Name: ___________________________                      Name: _________________________

Title: ___________________________                        Title: ___________________________

ENTERGY LOUISIANA, INC.                                 ENTERGY MISSISSIPPI, INC.

By: ___________________________                           By: ___________________________

Name: ___________________________                      Name: _________________________

Title: ___________________________                        Title: ___________________________

ENTERGY NEW ORLEANS, INC.                           SYSTEM ENERGY RESOURCES, INC.

By: ___________________________                           By: ___________________________

Name: ___________________________                      Name: _________________________

Title: ___________________________                        Title: ___________________________

ENTERGY OPERATIONS, INC.                               SYSTEM FUELS, INC.

By: ___________________________                           By: ___________________________

Name: ___________________________                      Name: _________________________

Title: ___________________________                        Title: ___________________________

Exhibit A

FORM OF
ENTERGY SERVICES, INC.
MONEY POOL NOTE

$200,000,000

 ______________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Services, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Two Hundred Million Dollars ($200,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY SERVICES, INC.

By: ___________________
Name:
Title:

Exhibit B

FORM OF
ENTERGY ARKANSAS, INC.
MONEY POOL NOTE

$235,000,000

______________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Arkansas, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Two Hundred Thirty Five Million Dollars ($235,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to p ay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY ARKANSAS, INC.

By: _____________________
Name:
Title:

Exhibit C

FORM OF
ENTERGY GULF STATES, INC.
MONEY POOL NOTE

$340,000,000

______________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Gulf States, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Three Hundred Forty Million Dollars ($340,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pa y interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY GULF STATES, INC.

By: ________________________
Name:
Title:

Exhibit D

FORM OF
ENTERGY LOUISIANA, INC.
MONEY POOL NOTE

$225,000,000

 ______________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Louisiana, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Two Hundred Twenty Five Million Dollars ($225,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY LOUISIANA, INC.

By: ______________________
Name:
Title:

Exhibit E

FORM OF
ENTERGY MISSISSIPPI, INC.
MONEY POOL NOTE

$160,000,000

______________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Mississippi, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of One Hundred Sixty Million Dollars ($160,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY MISSISSIPPI, INC.

By: _______________________
Name:
Title:

Exhibit F

FORM OF
ENTERGY NEW ORLEANS, INC.
MONEY POOL NOTE

$100,000,000

______________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy New Orleans, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of One Hundred Million Dollars ($100,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay intere st on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY NEW ORLEANS, INC.

By: _________________________
Name:
Title:

Exhibit G

FORM OF
ENTERGY OPERATIONS, INC.
MONEY POOL NOTE

$20,000,000

______________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, Entergy Operations, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Twenty Million Dollars ($20,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on t he principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

ENTERGY OPERATIONS, INC.

By: _______________________
Name:
Title:

Exhibit H

FORM OF
SYSTEM FUELS, INC.
MONEY POOL NOTE

$200,000,000

 ______________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, System Fuels, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Two Hundred Million Dollars ($200,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on t he principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

SYSTEM FUELS, INC.

By: ___________________
Name:
Title:

Exhibit I

FORM OF
SYSTEM ENERGY RESOURCES, INC.
MONEY POOL NOTE

$140,000,000

 ______________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned System Energy Resources, Inc. (the "Borrower") promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of One Hundred Forty Million Dollars ($140,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further prom ises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

The indebtedness represented by this Note has been marked on the books of the Borrower as subordinated indebtedness and, as such, is subordinated and junior in right of payment to the Obligations (as defined below) of the Borrower, all to the extent and in the manner set forth below:

(i) if there shall occur an event of default (after the expiration of any applicable notice and/or grace period(s)) relating to any Obligations of the Borrower, then so long as such event of default shall be continuing and shall not have been cured or waived, or unless and until all such Obligations so in default shall have been paid in full in money or moneys worth at the time of receipt, no payment of principal and premium, if any, or interest shall be made upon this Note; and

(ii) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar case or proceedings, or any receivership proceedings in connection therewith, relative to the Borrower or its creditors or its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Borrower, whether or not involving insolvency or bankruptcy proceedings, then the Obligations shall first be paid in full in money or moneys worth at the time of receipt, or payment thereof shall have been provided for, before any payment on account of principal, premium, if any, or interest is made upon this Note.

As used in the preceding paragraph, the term "Obligations" shall mean obligations of the Borrower relating to indebtedness for borrowed money of the Borrower to any non-affiliated entity, the terms of which include provisions requiring that the Borrower's indebtedness to one or more of its affiliated entities be deemed subordinated indebtedness.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

SYSTEM ENERGY RESOURCES, INC.

By:____________________________
Name:
Title:

EX-99

EXHIBIT B-3(a)

[Form of Money Pool Note to be used by Money Pool
Borrowers other than System Energy Resources, Inc.]

$_____,000,000

 ______________, 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned, _____________ (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of __________________________ Dollars ($__,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

[BORROWER]

By: ____________________
Name:
Title:

EX-99

EXHIBIT B-3(b)

[Form of System Energy Resources, Inc. Money Pool Note]

$____,000,000

 _______________ 20__
New Orleans, Louisiana

ON DEMAND, for value received, the undersigned System Energy Resources, Inc. (the "Borrower") promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of ___________________ Million Dollars ($___,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further pr omises to pay interest on the principal amount of this Note, or, if less, the unpaid balance thereof, in like money, at said office of the Bank, from the date of this Note, at a rate of interest, calculated on a daily basis, equal to the Daily Weighted Average Investment Rate of the Money Pool portfolio in effect from time to time calculated in accordance with the following paragraph; provided, however, that in the event that on and as of any particular day there are no excess funds invested in the Money Pool portfolio, the Daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York will be the rate of interest applicable to this Note for that day.

As used herein, the term "Daily Weighted Average Investment Rate", as applied to any day, shall be calculated by multiplying (A) the aggregate of the total daily interest payable on all investments in the Money Pool portfolio outstanding as of such day by (B) 360, and dividing the product thereof by the total amount invested in the Money Pool portfolio as of such day. For purposes of calculating the daily interest payable on each investment in the Money Pool portfolio in (A) above, the original cost of each such investment shall be multiplied by its respective yield and the product shall be divided by 360.

The amount of each loan made by a Participant to the Borrower through the Money Pool, and the amount of each payment of principal by the Borrower to a Participant, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by the Agent, as administrator of the Money Pool.

Interest on this Note shall be payable monthly for the preceding month not later than the second business day of each month, commencing on the first such day after the date of this Note.

In case this Note should be placed in the hands of an attorney to institute legal proceedings to recover the amount hereof or any part hereof, in principal or interest, or to protect the interests of the holder or holders hereof, or in case the same should be placed in the hands of an attorney for collection, compromise or other action, the Borrower binds itself to pay the reasonable fee of the attorney who may be employed for that purpose.

The Borrower hereby waives presentment for payment, demand, notice of non-payment, protest and all pleas of division and discussion, and agrees that the time of payment hereof may be extended from time to time, one or more times, without notice of such extension or extensions and without previous consent.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty.

The indebtedness represented by this Note has been marked on the books of the Borrower as subordinated indebtedness and, as such, is subordinated and junior in right of payment to the Obligations (as defined below) of the Borrower, all to the extent and in the manner set forth below:

(i) if there shall occur an event of default (after the expiration of any applicable notice and/or grace period(s)) relating to any Obligations of the Borrower, then so long as such event of default shall be continuing and shall not have been cured or waived, or unless and until all such Obligations so in default shall have been paid in full in money or moneys worth at the time of receipt, no payment of principal and premium, if any, or interest shall be made upon this Note; and

(ii) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar case or proceedings, or any receivership proceedings in connection therewith, relative to the Borrower or its creditors or its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Borrower, whether or not involving insolvency or bankruptcy proceedings, then the Obligations shall first be paid in full in money or moneys worth at the time of receipt, or payment thereof shall have been provided for, before any payment on account of principal, premium, if any, or interest is made upon this Note.

As used in the preceding paragraph, the term "Obligations" shall mean obligations of the Borrower relating to indebtedness for borrowed money of the Borrower to any non-affiliated entity, the terms of which include provisions requiring that the Borrower's indebtedness to one or more of its affiliated entities be deemed subordinated indebtedness.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its officer hereunto duly authorized.

SYSTEM ENERGY RESOURCES, INC.

By:___________________________
Name:
Title:

EX-99

EXHIBIT B-4(b)

FORM OF

AMENDMENT NO. 6 TO LOAN AGREEMENT

THIS AMENDMENT NO. 6, made and entered into as of ________ __, 2004, to the Loan Agreement, dated as of June 6, 1990, as amended ("Loan Agreement"), between Entergy Operations, Inc. (hereinafter referred to as "Entergy Operations"), a corporation organized under the laws of Delaware and having its principal place of business at Echelon One, Jackson, Mississippi, and Entergy Corporation (hereinafter referred to as "Entergy"), a corporation organized under the laws of Delaware and having its principal place of business at 639 Loyola Avenue, New Orleans, Louisiana.

WHEREAS, Entergy Operations and Entergy have heretofore entered into the Loan Agreement, and Entergy Operations and Entergy desire, upon the terms and subject to the conditions herein set forth, to further amend the Loan Agreement in the manner and to the extent hereinafter provided; and

WHEREAS, on _________ __, 2004, the Securities and Exchange Commission (hereinafter referred to as the "Commission") entered an order (Holding Company Act Release No. 35-__________; 70-______) under the Public Utility Holding Company Act of 1935 authorizing the borrowings by Entergy Operations from Entergy as contemplated herein.

NOW THEREFORE, in consideration of the premises and of the mutual agreements herein, the parties hereto agree as follows:

I. Amendments to Loan Agreement.

(a) The Loan Agreement is hereby amended by restating Paragraph 1 thereof to read as follows:

"From and after ________ __, 2004 (the "Sixth Amendment Effective Date"), Entergy Operations shall have the right to borrow and reborrow from Entergy and Entergy agrees to lend to Entergy Operations, from time to time, on and after the Sixth Amendment Effective Date, through November 30, 2007, an aggregate principal amount not to exceed Twenty Million Dollars ($20,000,000) at any one time outstanding; provided, however, that if Entergy Operations shall thereafter enter into a loan agreement or loan agreements with one or more banks, the commitment(s) of any such bank or banks thereunder shall, for such period as the same shall remain in effect, correspondingly reduce the amount of Entergy's commitment hereunder (the amount of Entergy's commitment hereunder as from time to time in effect being hereinafter referred to as the "Commitment"). Borrowings hereunder shall be in addition to borrowings by Entergy Operations from time to time through the Entergy System Money Pool or through other financing arrangements as may be entered into by Entergy Operations."

(b) The Loan Agreement is hereby further amended by restating the third sentence of Paragraph 2 thereof to read as follows:

"The Note shall (i) be payable to the order of Entergy, (ii) be dated the Sixth Amendment Effective Date, (iii) be stated to mature on November 30, 2007, and (iv) bear interest as provided in paragraph 3 hereof."

II. Issuance of New Note.

On the Sixth Amendment Effective Date, Entergy Operations will execute and deliver to Entergy a note in the form annexed hereto as Exhibit A, and the Note dated November 30, 2001 shall be deemed replaced and superseded thereby. Thereafter, such new Note shall evidence the borrowings of Entergy Operations from Entergy under the Loan Agreement as amended hereby.

III. Miscellaneous.

(a) Except as expressly amended hereby, the Loan Agreement shall continue in full force and effect in accordance with the provisions thereof.

(b) This Amendment No. 6 shall be construed in accordance with and governed by the laws of the State of Louisiana.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

ENTERGY OPERATIONS, INC.

By:___________________________
Name:
Title:

ENTERGY CORPORATION

By:___________________________
Name:
Title:

EXHIBIT A

[FORM OF NOTE]

$20,000,000

____________ __, 2004
New Orleans, Louisiana

FOR VALUE RECEIVED, ENTERGY OPERATIONS, INC. ("Entergy Operations") promises to pay to the order of ENTERGY CORPORATION ("Entergy"), on November 30, 2007 at its office located at 639 Loyola Avenue, New Orleans, Louisiana 70113, in lawful money of the United States of America, the principal amount of Twenty Million Dollars ($20,000,000) or, if less, the aggregate unpaid principal amount of all loans made by Entergy to Entergy Operations pursuant to the Loan Agreement referred to below, and to pay interest in like money at said office on the unpaid principal amount hereof from the date hereof, payable quarterly in arrears on the first business day of each April, July, October and January, commencing ______________, 2005, and upon termination of the Commitment under said Loan Agreement, at a rate per annum equal from time to time to the WSJ Rate as defined in said Loan Agreement.

This Note is the Note referred to in Amendment No. 6, dated as of _________ __, 2004 ("Amendment No. 6"), to the Loan Agreement, dated as of June 6, 1990, as amended ("Loan Agreement"), between Entergy Operations and Entergy, and is entitled to the benefits and subject to the provisions thereof.

All loans made by Entergy to Entergy Operations pursuant to the Loan Agreement, and all payments made on the account of the principal hereof, shall be evidenced and determined by reference to the appropriate accounting and computer records maintained by Entergy Services, Inc.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty, and is subject to mandatory prepayment under the circumstances and to the extent set forth in the Loan Agreement.

Upon the occurrence of a default as specified in the Loan Agreement, the loan commitment under the Loan Agreement may be terminated and the principal amount then remaining unpaid on this Note, and accrued interest thereon, may be declared to be immediately due and payable all as provided in the Loan Agreement.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

ENTERGY OPERATIONS, INC.

By:__________________________
Name:
Title:

EX-99

EXHIBIT B-5(b)

FORM OF

AMENDMENT NO. 6 TO LOAN AGREEMENT

THIS AMENDMENT NO. 6, made and entered into as of ________ __, 2004, to the Loan Agreement, dated as of September 18, 1991, as amended ("Loan Agreement"), between Entergy Services, Inc. (hereinafter referred to as "Services"), a corporation organized under the laws of Delaware and having its principal place of business at 639 Loyola Avenue, New Orleans, Louisiana, and Entergy Corporation (hereinafter referred to as "Entergy"), a corporation organized under the laws of Delaware and having its principal place of business at 639 Loyola Avenue, New Orleans, Louisiana.

WHEREAS, Services and Entergy have heretofore entered into the Loan Agreement, and Services and Entergy desire, upon the terms and subject to the conditions herein set forth, to amend the Loan Agreement in the manner and to the extent hereinafter provided; and

WHEREAS, on _________ __, 2004, the Securities and Exchange Commission (hereinafter referred to as the "Commission") entered an order (Holding Company Act Release No. 35-__________; 70-______) under the Public Utility Holding Company Act of 1935 authorizing the borrowings by Services from Entergy as contemplated herein.

NOW THEREFORE, in consideration of the premises and of the mutual agreements herein, the parties hereto agree as follows:

I. Amendments to Loan Agreement.

(a) The Loan Agreement is hereby amended by restating Paragraph 1 thereof to read as follows:

"From and after _________ __, 2004 (the "Sixth Amendment Effective Date"), Services shall have the right to borrow and reborrow from Entergy and Entergy agrees to lend to Services, from time to time, through November 30, 2007, an aggregate principal amount not to exceed Two Hundred Million Dollars ($200,000,000) at any one time outstanding; provided, however, that if, during the term of this Loan Agreement, Services shall enter into a loan agreement or loan agreements with one or more banks, the commitment(s) of any such bank or banks thereunder shall, for such period as the same shall remain in effect, correspondingly reduce the amount of Entergy's commitment hereunder (the amount of Entergy's commitment hereunder as from time to time in effect being hereinafter referred to as the "Commitment"). Borrowings hereunder shall be in addition to borrowings by Services from time to time through the Entergy System Money Pool or through such other financing arrangements a s may be entered into by Services."

(b) The Loan Agreement is hereby further amended by restating the third sentence of Paragraph 2 thereof to read as follows:

"The Note shall (i) be payable to the order of Entergy, (ii) be dated the Sixth Amendment Effective Date, (iii) be stated to mature on November 30, 2007, and (iv) bear interest as provided in paragraph 3 hereof."

II. Issuance of New Note.

On the Sixth Amendment Effective Date, Services will execute and deliver to Entergy a note in the form annexed hereto as Exhibit A, and the Note dated November 30, 2001 shall be deemed replaced and superseded thereby. Thereafter such new Note will evidence the borrowings of Services from Entergy under the Loan Agreement as amended hereby.

III. Miscellaneous.

(a) Except as expressly amended hereby, the Loan Agreement shall continue in full force and effect in accordance with the provisions thereof.

(b) This Amendment No. 6 shall be construed in accordance with and governed by the laws of the State of Louisiana.

IN WITNESS WHEREOF, the parties hereof have executed this Amendment as of the date and year first above written.

ENTERGY SERVICES, INC.

By:___________________________
Name:
Title:

ENTERGY CORPORATION

By:___________________________
Name:
Title:

EXHIBIT A

FORM OF NOTE

$200,000,000

____________ __, 2004
New Orleans, Louisiana

FOR VALUE RECEIVED, ENTERGY SERVICES, INC. ("Services") promises to pay to the order of ENTERGY CORPORATION ("Entergy"), on November 30, 2007 at its office located at 639 Loyola Avenue, New Orleans, Louisiana 70113, in lawful money of the United States of America, the principal amount of Two Hundred Million Dollars ($200,000,000) or, if less, the aggregate unpaid principal amount of all loans made by Entergy to Services pursuant to the Loan Agreement referred to below, and to pay interest in like money at said office on the unpaid principal amount hereof from the date hereof, payable quarterly in arrears on the first business day of each April, July, October and January, commencing on ________ __, 2005, and upon termination of the loan commitment under said Loan Agreement, at a rate per annum equal from time to time to the WSJ Rate as defined in said Loan Agreement.

This Note is the Note referred to in Amendment No. 6, dated as of _________ __, 2004 ("Amendment No. 6"), to the Loan Agreement, dated as of September 18, 1991, as amended ("Loan Agreement"), between Services and Entergy, and is entitled to the benefits and subject to the provisions thereof.

All loans made by Entergy to Services pursuant to the Loan Agreement, and all payments made on the account of the principal hereof, shall be recorded by Entergy on a schedule which by this reference is incorporated herein and made a part of this Note.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty, and is subject to mandatory prepayment under the circumstances and to the extent set forth in the Loan Agreement.

Upon the occurrence of a default as specified in the Loan Agreement, the principal amount then remaining unpaid on this Note, and accrued interest thereon, may be declared to be immediately due and payable as provided in the Loan Agreement.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

ENTERGY SERVICES, INC.

By:_______________________
Name:
Title:

EX-99

EXHIBIT B-6(b)

FORM OF

AMENDMENT NO. 4 TO LOAN AGREEMENT

THIS AMENDMENT NO. 4, made and entered into as of ________ __, 2004, to the Loan Agreement, dated as of March 21, 1994 ("Loan Agreement"), between System Fuels, Inc. (hereinafter referred to as "SFI"), a corporation organized under the laws of Louisiana and having its principal place of business at 350 Pine Street, Beaumont, Texas, and Entergy Corporation (hereinafter referred to as "Entergy"), a corporation organized under the laws of Delaware and having its principal place of business at 639 Loyola Avenue, New Orleans, Louisiana.

WHEREAS, SFI and Entergy have heretofore entered into the Loan Agreement, and SFI and Entergy desire, upon the terms and subject to the conditions herein set forth, to amend the Loan Agreement in the manner and to the extent hereinafter provided; and

WHEREAS, on _________ __, 2004, the Securities and Exchange Commission (hereinafter referred to as the "Commission") entered an order (Holding Company Act Release No. 35-__________; 70-______) under the Public Utility Holding Company Act of 1935 authorizing the borrowings by SFI from Entergy as contemplated herein.

NOW THEREFORE, in consideration of the premises and of the mutual agreements herein, the parties hereto agree as follows:

I. Amendments to Loan Agreement.

(a) The Loan Agreement is hereby amended by restating Paragraph 1 thereof to read as follows:

"From and after _________ __, 2004 (the "Fourth Amendment Effective Date"), SFI shall have the right to borrow and reborrow from Entergy and Entergy agrees to lend to SFI, from time to time, through November 30, 2007, an aggregate principal amount not to exceed Two Hundred Million Dollars ($200,000,000) at any one time outstanding; provided, however, that if SFI shall thereafter enter into a loan agreement or loan agreements with one or more banks, the commitment(s) of any such bank or banks thereunder shall, for such period as the same shall remain in effect, correspondingly reduce the amount of Entergy's commitment hereunder (the amount of Entergy's commitment hereunder as from time to time in effect being hereinafter referred to as the "Commitment"). Borrowings hereunder shall be in addition to borrowings by SFI from time to time through the Entergy System Money Pool or through such other financing arrangements as may be entered into by SFI."

(b) The Loan Agreement is hereby further amended by restating the third sentence of Paragraph 2 thereof to read as follows:

"The Note shall (i) be payable to the order of Entergy, (ii) be dated the Fourth Amendment Effective Date, (iii) be stated to mature on November 30, 2007, and (iv) bear interest as provided in paragraph 3 hereof."

II. Issuance of New Note.

On the Fourth Amendment Effective Date, SFI will execute and deliver to Entergy a note in the form annexed hereto as Exhibit A, and the Note dated November 30, 2001 shall be deemed replaced and superseded thereby. Thereafter such new Note will evidence the borrowings of SFI from Entergy under the Loan Agreement as amended hereby.

III. Miscellaneous.

(a) Except as expressly amended hereby, the Loan Agreement shall continue in full force and effect in accordance with the provisions thereof.

(b) This Amendment No. 4 shall be construed in accordance with and governed by the laws of the State of Louisiana.

IN WITNESS WHEREOF, the parties hereof have executed this Amendment as of the date and year first above written.

SYSTEM FUELS, INC.

By:___________________________
Name:
Title:

ENTERGY CORPORATION

By:___________________________
Name:
Title:

EXHIBIT A

FORM OF NOTE

$200,000,000

____________ __, 2004
New Orleans, Louisiana

FOR VALUE RECEIVED, SYSTEM FUELS, INC. ("SFI") promises to pay to the order of ENTERGY CORPORATION ("Entergy"), on November 30, 2007 at its office located at 639 Loyola Avenue, New Orleans, Louisiana 70113, in lawful money of the United States of America, the principal amount of Two Hundred Million Dollars ($200,000,000) or, if less, the aggregate unpaid principal amount of all loans made by Entergy to SFI pursuant to the Loan Agreement referred to below, and to pay interest in like money at said office on the unpaid principal amount hereof from the date hereof, payable quarterly in arrears on the first business day of each April, July, October and January, commencing on ________ __, 2005, and upon termination of the loan commitment under said Loan Agreement, at a rate per annum equal from time to time to the WSJ Rate as defined in said Loan Agreement.

This Note is the Note referred to in Amendment No. 4, dated as of _________ __, 2004 ("Amendment No. 4"), to the Loan Agreement, dated as of March 21, 1994 ("Loan Agreement"), between SFI and Entergy, and is entitled to the benefits and subject to the provisions thereof.

All loans made by Entergy to SFI pursuant to the Loan Agreement, and all payments made on the account of the principal hereof, shall be recorded by Entergy on a schedule which by this reference is incorporated herein and made a part of this Note.

The unpaid principal amount of this Note may be prepaid, in whole at any time or in part from time to time, without premium or penalty, and is subject to mandatory prepayment under the circumstances and to the extent set forth in the Loan Agreement.

Upon the occurrence of a default as specified in the Loan Agreement, the principal amount then remaining unpaid on this Note, and accrued interest thereon, may be declared to be immediately due and payable as provided in the Loan Agreement.

This Note shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

SYSTEM FUELS, INC.

By:_______________________
Name:
Title:

EX-99

EXHIBIT G

[Suggested Form of Notice of Proposed Transactions]

SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- ; 70- )

Entergy Corporation, et al.

Notice of Proposal to Continue System Money Pool, to Borrow from Banks and to Sell Commercial Paper to Commercial Paper Dealers; Notice of Proposed Amendment to Loan Agreement and Issuance of New Note thereunder by Subsidiary Nuclear Service Company and Acquisition of New Note by Holding Company; Notice of Proposed Amendment to Loan Agreement and Issuance of New Note thereunder by Subsidiary Service Company and Acquisition of New Note by Holding Company; Notice of Proposed Amendment to Loan Agreement and Issuance of New Note thereunder by Subsidiary Fuel Supply Company and Acquisition of New Note by Holding Company; Proposed Holding Company Guarantees.

Entergy Corporation ("Entergy"), 639 Loyola Avenue, New Orleans, Louisiana 70113, a registered holding company; Entergy Arkansas, Inc. ("Arkansas"), 425 West Capitol, Little Rock, Arkansas 72201; Entergy Gulf States, Inc. ("Gulf States"), 350 Pine Street, Beaumont, Texas 77701; Entergy Louisiana, Inc. ("Louisiana"), 4809 Jefferson Highway, New Orleans, Louisiana 70121; Entergy Mississippi, Inc. ("Mississippi"), 308 East Pearl Street, Jackson, Mississippi 39201; and Entergy New Orleans, Inc. ("New Orleans"), 505 Magnolia Street, New Orleans 70119, each an operating subsidiary of Entergy (collectively, "Operating Companies"); System Energy Resources, Inc. ("System Energy"), 1340 Echelon Parkway, Jackson, Mississippi 39213, Entergy's generating company subsidiary; Entergy Operations, Inc. ("EOI"), 1340 Echelon Parkway, Jackson, Mississippi 39213, the nuclear power plant operations services subsidiary of Entergy; Entergy Services, Inc. ("ESI"), 639 Loyola Avenue, New Orleans, Louisiana 70113, Entergy's service company subsidiary; and System Fuels, Inc. ("SFI"), 639 Loyola Avenue, New Orleans, LA 70113, the Entergy System's fuel supply subsidiary (collectively, "Participating Companies"), have filed an application-declaration with this Commission under Sections 6(a), 7, 9(a), 10, and 12(b) of the Public Utility Holding Company Act of 1935 ("Act") and Rules 40, 43 and 45 thereunder.

Each of the Participating Companies proposes, through November 30, 2007, to lend money to the Entergy System money pool ("Money Pool"). The Operating Companies, System Energy, EOI, ESI and SFI further propose, through November 30, 2007, to borrow from the Money Pool and commercial banks and, in the cases of the Operating Companies and System Energy, to issue commercial paper to commercial paper dealers ("Commercial Paper").

Total borrowings by the Operating Companies and System Energy through the Money Pool, and through the issuance and sale of the notes and Commercial Paper will not exceed: (1) $235 million for Arkansas; (2) $340 million for Gulf States (3) $225 million for Louisiana; (4) $160 million for Mississippi; (5) $100 million for New Orleans, and (6) $140 million for System Energy, in any combination thereof.

Borrowings by the Operating Companies and System Energy from commercial banks (and any related promissory notes) will be secured or unsecured, will be payable not later than one year from the date of issuance, and will bear interest at rates which will be comparable to rates generally obtainable at the time with respect to borrowings by companies of the same or reasonably comparable credit quality and having the same or reasonably similar maturities and otherwise having similar terms, conditions and features. Collateral offered as security for any such bank borrowings would be limited to a pledge of the issuer's accounts receivable. Each borrower may agree to pay to each bank (a) a commitment, facility or similar fee that will be (i) a fixed dollar amount; and/or (ii) a percentage of the total commitment or unused commitment, as well as (b) one time closing fees, consisting of up-front fees, arrangement fees, administrative agency fees or other similar closing fees. These fees will be n egotiated at the time of the arrangement and will be comparable to the fees generally prevailing in the market for borrowing arrangements having similar terms, conditions and features made by commercial lenders to borrowers of comparable credit quality.

The proceeds of the proposed borrowings by the Operating Companies and System Energy will be used to provide interim financing for construction expenditures, to meet long-term debt maturities and satisfy sinking fund requirements, as well as for the possible refunding, redemption, purchase or other acquisition of all or a portion of certain outstanding series of debt and preferred stock and for general corporate purposes.

EOI was previously authorized by the Commission to borrow up to an aggregate principal amount of $20 million, through November 30, 2004, from the Money Pool, under a loan agreement entered into with Entergy ("EOI Loan Agreement") or under loan agreements with one or more banks (HCAR 35-25100, 35-25526, 35-25680, 35-26162, 35-26617 and 35-27470 (collectively, the "EOI Orders")). To the extent that such transactions are not exempt under the Commission's rules, EOI and Entergy request authorization to enter into an amendment to the EOI Loan Agreement which will extend the expiration date of the borrowing period under the EOI Loan Agreement through November 30, 2007 and provide for the issuance of a new note ("New EOI Note") stated to mature on November 30, 2007. Except as specifically amended, the EOI Loan Agreement shall continue in full force and effect, and the terms as authorized in the EOI Orders, will remain unchanged.

ESI was previously authorized by the Commission to borrow up to an aggregate principal amount of $200 million, through November 30, 2004, from the Money Pool, under a loan agreement entered into with Entergy ("ESI Loan Agreement") or under loan agreements with one or more banks (HCAR 35-25376, 35-25395, 35-25680, 35-26162, 35-26617, 35-27369 and 35-27470 (collectively, the "ESI Orders")). To the extent that such transactions are not exempt under the Commission's rules, ESI and Entergy request authorization to enter into an amendment to the ESI Loan Agreement which will extend the expiration date of the borrowing period under the ESI Loan Agreement through November 30, 2007 and provide for the issuance of a new note ("New ESI Note") stated to mature on November 30, 2007. Except as specifically amended, the ESI Loan Agreement shall continue in full force and effect, and the terms as authorized in the Commission's ESI Orders will remain unchanged.

SFI was previously authorized by the Commission to borrow up to an aggregate principal amount of $200 million, through November 30, 2004, from the Money Pool, under a loan agreement entered into with Entergy ("SFI Loan Agreement") or under loan agreements with one or more banks (HCAR No. 35-26006, HCAR 35-26617, HCAR 35-27369 and 35-27470 (collectively, the "SFI Orders")). To the extent that such transactions are not exempt under the Commission's rules, SFI and Entergy request authorization to enter into an amendment to the SFI Loan Agreement which will extend the expiration date of the borrowing period under the SFI Loan Agreement through November 30, 2007 and provide for the issuance of a new note ("New SFI Note") stated to mature on November 30, 2007. Except as specifically amended, the SFI Loan Agreement shall continue in full force and effect, and the terms as authorized in the Commission's SFI Orders will remain unchanged.

The New EOI, ESI and SFI Notes (collectively, the "New Notes") will continue to be payable to the order of Entergy and may be prepaid at any time without premium or penalty in whole or in part. The New Notes will bear interest, payable quarterly, on the unpaid principal amount at the rate of interest equal to the prime interest rate published daily in the Wall Street Journal.

To the extent that such transactions are not exempt under the Commission's rules, EOI, ESI and SFI further request authorization to extend the authorized period during which they may enter into external borrowing arrangements with one or more banks through November 30, 2007 (the commitment of any such bank or banks to reduce correspondingly the amount of Entergy's commitment under the EOI, ESI or SFI Loan Agreement, as the case may be). The proposed bank borrowings will be in an aggregate principal amount of up to $20 million at any one time outstanding in the case of EOI, up to $200 million at any one time outstanding in the case of ESI, and up to $200 million at any one time outstanding in the case of SFI. Additionally, such borrowings (and any related promissory notes) will be in the form customarily used by the lending bank or banks, will be payable not later than November 30, 2007, and will bear interest at rates which will be comparable to rates generally obtainable at the time wit h respect to borrowings by companies of the same or reasonably comparable credit quality and having the same or reasonably similar maturities and otherwise having similar terms, conditions and features.

As an inducement to the bank or banks to make loans to EOI, ESI and SFI, it is contemplated that Entergy may be required to guarantee the obligations of EOI, ESI and SFI to the bank or banks. Accordingly, to the extent that the issuance of such guarantees is not exempt under the Commission's rules, authorization to extend the previously authorized period for any such guarantees, through November 30, 2007, is also requested.

The aggregate principal amount of borrowings by EOI outstanding at any one time pursuant to (i) the EOI Loan Agreement, (ii) the Money Pool and (iii) external borrowing arrangements with one or more banks, shall not exceed $20 million.

The aggregate principal amount of borrowings by ESI outstanding at any one time pursuant to (i) the ESI Loan Agreement, (ii) the Money Pool and (iii) external borrowing arrangements with one or more banks, shall not exceed $200 million.

The aggregate principal amount of borrowings by SFI outstanding at any one time pursuant to (i) the SFI Loan Agreement, (ii) the Money Pool and (iii) external borrowing arrangements with one or more banks, shall not exceed $200 million.

The proceeds of borrowings by EOI through the Money Pool, as well as the proceeds of borrowings by EOI pursuant to the EOI Loan Agreement and other external borrowing arrangements of EOI, will be used by EOI to finance its interim capital needs.

The proceeds of borrowings by ESI through the Money Pool, as well as the proceeds of borrowings by ESI pursuant to the ESI Loan Agreement and other external borrowing arrangements of ESI, will be used by ESI for the repayment of other borrowings from time to time outstanding and for any lawful purposes in connection with the performance by ESI of its various functions as a subsidiary service company under the Act.

The proceeds of borrowings by SFI through the Money Pool, as well as the proceeds of borrowings by SFI pursuant to the SFI Loan Agreement and other external borrowing arrangements of SFI, will be used by SFI for the repayment of other borrowings and for any lawful purposes in connection with its fuel supply program, including expenditures associated with the acquisition, ownership and financing of nuclear materials and related services and the acquisition and ownership of fuel oil inventory.

The Application-Declaration and any amendments thereto are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing should submit their views in writing by , 2004, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the applicants and declarants at the addresses specified above. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. Any request for a hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in this matter. After said date, the Application-Declaration, as filed or as amended, may be granted and/or permitted to become effective.

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

___________________________
Secretary