July 15, 2002

                                                     Exhibit 4(b)

                      ASSUMPTION AGREEMENT

                          July 15, 2002


     Reference  is  made  to the Credit Agreement,  dated  as  of
May  16, 2002 (as amended, modified or supplemented from time  to
time,  the  "Credit  Agreement"), among  Entergy  Corporation,  a
Delaware  corporation (the "Borrower"), the banks  party  thereto
and  Citibank, N.A., as administrative agent for such banks  (the
"Administrative Agent").  Unless otherwise defined herein,  terms
defined  in  the Credit Agreement are used herein with  the  same
meanings.

     CO  BANK,  ACB  (the "Additional Lender") and  the  Borrower
hereby agree as follows:

     (a)  The Additional Lender hereby agrees, that effective as of
July  15,  2002  (the  "Effective  Date"),  and  subject  to  the
satisfaction, on or prior to the Effective Date of the conditions
set  forth  in clauses (A)(2), (B) 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 $25,000,000, 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.

                              CO BANK, ACB



                              By /s/ Xxxxxx X. Xxxxxx
                                Name:  Xxxxxx X. Xxxxxx
                                Title:  Assistant Vice President

                              Domestic Lending Office (and
                                address for notices):
                              0000 Xxxxx Xxxxxx Xxxxxx
                              Xxxxxxxxx Xxxxxxx, XX 00000
                                 Attn.:  Xxx Xxxxxx
                                 Title:  Assistant Vice President
                                 (p) (000) 000-0000
                                 (f) (000) 000-0000

                              Eurodollar Lending Office:
                              0000 Xxxxx Xxxxxx Xxxxxx
                              Xxxxxxxxx Xxxxxxx, XX 00000
                                 Attn.:  Xxx Xxxxxx
                                 Title:  Assistant Vice President
                                 (p) (000) 000-0000
                                 (f) (000) 000-0000




                              ENTERGY CORPORATION


                              By        /s/ Xxxxxx X. XxXxxx
                                Name:  Xxxxxx X. XxXxxx
                                Title:    Vice President and
                                Treasurer




Accepted this 15th day of July, 2002


CITIBANK, N.A., as Administrative Agent



By /s/ Xxxxx X. Xxxxxxxx
  Name:  Xxxxx X. Xxxxxxxx
  Title:  Vice President