Amended Certificate Concerning Terms and Conditions

UNITED STATES OF AMERICA

BEFORE THE SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

       In the Matter of

      ENTERGY CORPORATION             CERTIFICATE
                                      PURSUANT TO
       File No. 70-8839               RULE 24

(Public Utility Holding Company
         Act of 1935)

This is to certify, pursuant to Rule 24 under the Public Utility Holding Company Act of 1935, as amended, that for the quarter ended December 31, 1997, the transaction updated below, proposed by Energy Corporation ("Company") in the Application-Declaration on Form U-1, as amended, in the above referenced File ("Application-Declaration"), has been carried out in accordance with the terms and conditions of, and for the purposes represented by the Application-Declaration and pursuant to the Order of the Securities and Exchange Commission dated March 25, 1997 (Release No. 35-26693) with respect thereto.

For the fourth quarter ended December 31, 1997, pursuant to its Dividend Reinvestment and Stock Purchase Plan, the Company sold 2,717,708 new shares of its common stock at an average price of $24.72 per share (including the discount applicable to shares purchased pursuant to waivers) with resulting proceeds of $67,183,747.

IN WITNESS WHEREOF, the Company has caused this certificate to be executed this 14 day of January, 1998.

ENTERGY CORPORATION


By:  /s/ William J. Regan, Jr.
     __________________________
        William J. Regan, Jr.
    Vice President and Treasurer