ASSUMPTION AGREEMENT July 12, 2001

                                                     Exhibit 5(a)

                      ASSUMPTION AGREEMENT

                          July 12, 2001


     Reference  is made to the Third Amended and Restated  Credit
Agreement,  dated  as  of May 17, 2001 (as amended,  modified  or
supplemented  from  time to time, the "Credit Agreement"),  among
Entergy Corporation, a Delaware corporation (the "Borrower"), the
lenders named therein and Citibank, N.A., as administrative agent
for  such lenders (the "Administrative Agent").  Unless otherwise
defined  herein, terms defined in the Credit Agreement  are  used
herein with the same meanings.

     FIRST UNION NATIONAL BANK (the "Additional Lender") and  the
Borrower hereby agree as follows:

     (a)  The Additional Lender hereby agrees, that effective as of
July  12,  2001  (the  "Effective  Date"),  and  subject  to  the
satisfaction, on or prior to the Effective Date of the conditions
set forth in clauses (A)(2) and (C) of Section 2.04(c)(ii) of the
Credit  Agreement, (i) the Additional Lender will become a Lender
under the Credit Agreement, (ii) the Commitment of the Additional
Lender will be $50,000,000, and (iii) the Additional Lender  will
be  bound by all the terms and provisions of the Credit Agreement
binding  upon each Lender, including, without limitation, Section
2.04(c)(iii).

     (b)  The Borrower consents to the foregoing and agrees to deliver
to  the Administrative Agent, on or prior to the Effective  Date,
the   evidence   of   corporate   authorization,   opinions   and
certificates  described  in clauses (A)(2)  and  (C)  of  Section
2.04(c)(ii) of the Credit Agreement.

     (c)   THIS  ASSUMPTION AGREEMENT SHALL BE GOVERNED  BY,  AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     (d)  This Assumption Agreement may be signed in any number of
counterparts, each of which shall be deemed an original, with the
same  effect as if the signatures thereto and hereto were  up  on
the same instrument.

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


                          FIRST UNION NATIONAL BANK



                          By
                            Name:
                            Title:

                          Domestic Lending Office (and
                            address for notices):
                             000 X. Xxxxxxx Xxxxxx, XX0000
                             Xxxxxxxxx, XX  00000
                             Attn.:  Chanue Xxxxxxx
                             (000)000-0000


                          Eurodollar Lending Office:
                             000 X. Xxxxxxx Xxxxxx, XX0000
                             Xxxxxxxxx, XX  00000
                             Attn.:  Chanue Xxxxxxx
                             (000)000-0000




                          ENTERGY CORPORATION



                          By
                           Name:
                           Title:




Accepted this      day of July, 2001


CITIBANK, N.A., as Administrative Agent



By
  Name:
  Title: