Notice of Annual Meeting of Stockholders

New Orleans, Louisiana
March 29, 2004

MATTERS TO BE VOTED ON

Robert D. Sloan
Secretary

TABLE OF CONTENTS

WHO CAN VOTE. You are entitled to vote your Common Stock if our records show that you held your shares as of March 17, 2004. At the close of business on March 17, 2004, 231,242,812 shares of Common Stock were outstanding and entitled to vote. Each share of Common Stock has one vote. The enclosed proxy card shows the number of shares that you are entitled to vote.

VOTING BY PROXIES. Of course, you may come to the meeting and vote your shares in person. If your Common Stock is held by a broker, bank or other nominee, you will receive instructions from them as to how your shares may be voted in accordance with your instructions. Follow those instructions carefully. If you hold your shares in your own name, you may instruct the proxies as to how to vote your Common Stock by using the toll free telephone number listed or accessing the Internet address on the proxy card or by signing, dating and mailing the proxy card in the postage paid envelope provided to you. Proxies granted by these methods are valid under applicable state law. When you use the telephone or Internet voting system, the system verifies that you are a stockholder through the use of a Control Number assigned to you. The telephone and Internet voting procedures allow you to instruct the proxies as to how to vote your shares and confirm that your instructions have been properly recorded. Your Control Number and specific directions for using the telephone and Internet voting system are on the proxy card. Whether you send your instructions by mail, telephone or the Internet, the proxies will vote your shares in accordance with those instructions. If you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board of Directors. We are not currently aware of any matters to be presented to the Annual Meeting other than those described in this proxy statement. If any other matters are presented at the meeting, the proxies will use their own judgment in determining how to vote your shares. If the meeting is adjourned, your Common Stock may be voted by the proxies on the new meeting date.

HOW YOU MAY REVOKE YOUR PROXY INSTRUCTIONS. To revoke your proxy instructions, you must either advise the Secretary in writing before your shares have been voted by the proxies at the meeting, deliver to us later proxy instructions or attend the meeting and vote your shares in person.

QUORUM REQUIREMENT. The Annual Meeting cannot be held unless a quorum equal to a majority of the outstanding shares entitled to vote is represented at the meeting. If you have returned valid proxy instructions or attend the meeting in person, your shares will be counted to determine whether there is a quorum, even if you wish to abstain from voting on some or all matters introduced at the meeting. "Broker non-votes" also count for quorum purposes. If you hold your Common Stock through a broker, bank or other nominee, it may only vote those shares in accordance with your instructions. However, if it has not received your instructions by a specified date, it may vote on matters that the New York Stock Exchange has determined to be routine.

VOTES NECESSARY FOR ACTION TO BE TAKEN. Sixteen directors will be elected at the meeting, meaning that the sixteen nominees receiving the most votes will be elected. Abstentions will have no effect on the outcome of the election of directors.

ATTENDING THE ANNUAL MEETING. If you are a holder of record and you plan to attend the Annual Meeting, please come to the registration desk before the meeting. If you are a beneficial owner of Common Stock held by a bank or broker (i. e., in "street name"), you will need proof of ownership of your Common Stock as of March 17, 2004 to be admitted to the meeting. A recent brokerage statement or letter from a bank or broker are examples of proof of ownership. If you want to vote in person your shares of Common Stock held in street name, you must obtain a proxy in your name from the registered holder.

STOCKHOLDERS WHO OWN AT LEAST FIVE PERCENT. A stockholder "beneficially owns" Common Stock by having the power to vote or dispose of the Common Stock, or to acquire the Common Stock within 60 days. Stockholders who beneficially own at least five percent of the Common Stock are required to file certain reports with the Securities and Exchange Commission. Based on these reports, the following beneficial owners have reported their ownership as of December 31, 2003:

All nominees are currently members of the Board, with the exception of Mr. Hintz. Each has agreed to be named in this proxy statement and to serve if elected. Except where authority to vote for one or more nominee(s) is withheld, the proxies will vote all Common Stock represented by an executed proxy equally for the election of the nominees listed below.

TERM OF OFFICE. Directors are elected annually to serve a term of one year and until the next annual meeting of stockholders and the election of their successors.

INFORMATION ABOUT THE NOMINEES. The following biographical information was supplied by each nominee. Unless stated otherwise, all nominees have been continuously employed in their present positions for more than five years. The age of each individual is as of December 31, 2003.

• Special Senior Counsel, Bank of America (banking and financial services) since 2003
• Former Executive Vice President and General Counsel of State Street Corporation (administrative and financial services for institutional investors)
• Director of Boston Public Library Foundation, Boston Bar Foundation, Catholic Schools Foundation of Boston, and member of the Board of Overseers, Boston Symphony Orchestra, and Fordham University Board of Trustees

• Chairman & Chief Executive Officer of JI Ventures, Inc. (high-tech venture capital fund) since 2000
• Former Chairman & Chief Executive Officer of Cypress Communications, Inc. (in-building integrated communications supplier)
• Former Chief Executive Officer and Director of Telstra Communications Corporation (Australian telecommunications company)
• Former Group President of AT&T
• Director of Caterpillar, Inc., Alcatel Ltd., Adtran, Inc., and Hanson PLC

• Retired Director and Chief Executive Officer of DSM (chemicals, polymers, life science products)
• Chairman of the Supervisory Boards of Stork N.V., Koninklijke Boskalis Westminster N.V., and Parenco B.V.
• Commissioner of the Foundation de la Maison de la Chimie
• Former President of the Association of Petrochemicals Producers in Europe and the European Chemical Industry Council
• Former Vice President of the Association of Plastics Manufacturers in Europe
• Former Board Member of the Dutch-German Chamber of Commerce
• Former Member of the Advisory Council of the Dutch and Japanese Trade Federation
• Member of the Board of Siemens Nederland

• President and Chief Executive Officer and Director of Murphy Oil Corporation (oil and gas)

• Director of Murphy Oil Company, Ltd.

• President of the El Dorado Education Foundation

• Treasurer and Director of American Petroleum Institute
• Member of the Tulane Law School Dean's Advisory Board

• Member of the Business School Council for A.B. Freeman School of Business Tulane University

• Chair and Chief Executive Officer of New Ventures, Inc. (corporate consultants) since 2001
• Director of Cummins, Inc., Presidential Life Insurance Company, MGM Mirage, and ULLICO
• Chair, Task Force for Human Resources of The Coca-Cola Company
• Chair, Diversity Advisory Board of Toyota Motor Sales
• Former Secretary of Labor of the United States
• Former White House Assistant to the President of the United States
• Director of Xavier University of Louisiana, National Urban League, Leon H. Sullivan Foundation, National D-Day Museum, George Meany National Labor College, USA Football, and Elizabeth Glazer Pediatric AIDS Foundation

• President, Entergy Corporation and Entergy Services, Inc. (Retirement commences on April 30, 2004)
• Director, Entergy Services, Inc., Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc. (Retirement commences on April 30, 2004)
• Director, EKLP, L.L.C.
• Former President and Chief Executive Officer of Entergy Operations, Inc.
• Former President and Chief Operating Officer of System Energy Resources, Inc.

• Chief Executive Officer of Entergy and Entergy Services, Inc., January 1999-present
• Director of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and Entergy Services, Inc., June 1998-1999
• Chief Operating Officer, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc., March-December, 1998
• President, Cinergy Capital & Trading, 1998
• President, Energy Commodities Business Unit of Cinergy, 1998
• Group Vice President and Chief Financial Officer of Cinergy, 1994-1997
• Director, Tidewater, Inc.
• Director, Edison Electric Institute
• Director, National D-Day Museum Foundation
• Trustee, United Way of Greater New Orleans

• Chairman of the Board, Entergy
• Director, EKLP, L.L.C.
• Acting Chief Executive Officer of Entergy, May-December 1998
• Former Chairman of the Board of DuPont Dow Elastomers
• Retired Senior Vice President-DuPont, President-DuPont Europe and Chairman of DuPont International (industrial products, fibers, petroleum, chemicals and specialty products businesses)
• Member of the Board of Visitors, School of Engineering, University of Pittsburgh
• Director of Stonebridge Bank

• Former Senior Vice President and Chief Financial Officer of Connell Limited Partnership (diversified manufacturing company)
• Trustee of Emmanuel College, Boston, Massachusetts

• Professional Engineer
• Former Chairman of the Board of Piccadilly Cafeterias, Inc., Baton Rouge, Louisiana
• Former Chancellor of Louisiana State University and A&M College, Baton Rouge, Louisiana
• Retired Chairman of the Board and Chief Executive Officer of Entergy Gulf States, Inc.
• Director of Tidewater, Inc., Baton Rouge Water Company, and MicroProbe Inc.
• President, Burden Foundation
• Vice President, Baton Rouge Area Food Bank

• Partner, Nichols & Pratt (family trustees), Attorney and Chartered Financial Analyst
• Partner, Nichols & Pratt Advisors (registered investment adviser)
• Life Trustee of the Boston Museum of Science

• President and Chief Executive Officer of Greenville Compress Company (commercial warehouse and real estate)
• Chairman of Enterprise Corporation of the Delta (a non-profit economic development corporation)
• Director of Mississippi Chemical Corporation
• Former Partner of Trail Lake Enterprises (cotton farm and gin)

• Chairman, President and Chief Executive Officer of Praxair, Inc. (industrial gases) since 2000
• Director of Marathon Oil Corporation
• Former Chairman of American Chemical Council
• Former Executive Vice President & Chief Operating Officer of DuPont (industrial products, fibers, petroleum, chemicals, and specialty business products)
• Former Senior Vice President of DuPont
• Former Vice President and General Manager of DuPont White Pigment & Mineral Products
• Former Vice President and General Manager of DuPont Specialty Chemicals
• Former Vice President and General Manager of DuPont Lycra® /Terathane®
• Director of American Chemistry Council

• Chairman of the Board of T. Baker Smith & Son, Inc. (consultants - civil engineering and land surveying). During 2003, T. Baker Smith & Son, Inc. performed land-surveying services for Entergy companies and was paid $390,689. Mr. Smith's children own 100% of the voting stock of T. Baker Smith & Son, Inc.
• Managing Partner, C&J Investment Partnership (investment partnership)
• Managing Partner, W&J LLC (real estate holding company)
• General Partner, Mystic, LLC (real estate holding company)
• Former President of T. Baker Smith & Son, Inc.
• Director of Houma Reprographics & Map, Inc., Belle River Sites, Inc., G&N Services, Inc., and South Louisiana Economic Council
• Member of Mississippi River Commission
• Member of Louisiana Board of Regents (Colleges and Universities)

• Chairman of the Board of Steinhagen Oil Company, Inc. (oil and gasoline distributor), Beaumont, Texas

• Retired Audit Partner, Arthur Andersen LLP (international public accounting firm)
• Director, Cabot Microelectronics Corporation
• Director, Blackburn College

In 2003, the Board of Directors met nine times. Reference to the "Board" means to the Board of Directors. In addition to meetings of the Board, Directors attended meetings of separate Board Committees. In 2003, all Directors attended at least 75% of the meetings of the Board and committees on which they serve, except Ms. Herman, who attended 57% of such meetings. Ms. Herman was first elected as a Director in May of 2003 and reports that previously existing commitments were the cause of her inability to participate in all Board and committee meetings.

COMMITTEES OF THE BOARD. The Board of Directors has six standing committees.

DIRECTOR COMPENSATION. Directors who are Entergy officers do not receive any fee for service as a director. Each non-employee director receives a fee of $1,500 for attendance at Board meetings, $1,000 for attendance at committee meetings scheduled in conjunction with Board meetings and $2,000 for attendance at committee meetings not scheduled in conjunction with a Board meeting. If a director attends a meeting of a committee on which that director does not serve as a member, he or she receives one-half of the fee of an attending member. Directors also receive $1,000 for participation in any inspection trip or conference not held in conjunction with a Board or committee meeting. In addition, the committee chairpersons of the Audit Committee and Nuclear Committee are paid an additional $10,000 annually and the committee chairpersons of the Personnel Committee, Corporate Governance Committee and Finance Committee are paid an additional $5,000 annually. Directors receive only one-half the fees set forth above for telephone attendance at Board or committee meetings. All non-employee directors receive on a quarterly basis 150 shares of Common Stock and one-half the value of the 150 shares in cash. In 2003, Mr. Luft was paid $200,000 plus 37,000 stock options (granted at market price) to serve as Chairman of the Board. The non-employee Directors have the opportunity to receive annually an executive physical examination either from their local physician or at the Mayo Clinic's Jacksonville, Florida location. The Corporation will pay the cost of the physical examination, and, if at Mayo, travel and living expenses. Non-employee Directors are reimbursed for all normal travel and expenses associated with attending Board and committee meetings as well as inspection trips and conferences associated with their Board duties.

SERVICE AWARDS FOR DIRECTORS. All non-employee directors are credited with 800 "phantom" shares of Common Stock for each year of service on the Board. The "phantom" shares vest after five years of service on the Board and are credited to a specific account for each director that is maintained solely for accounting purposes. After separation from Board service, these directors receive an amount in cash equal to the value of their accumulated "phantom" shares. Payments are made in at least five but no more than 15 annual payments. Each "phantom" share is assigned a value on its payment date equal to the value of a share of Common Stock on that date. Dividends are earned on each "phantom" share from the date of original crediting.

RETIREMENT FOR DIRECTORS. Before Entergy Gulf States, Inc. became a subsidiary of Entergy, it established a deferred compensation plan for its officers and non-employee directors. A director could defer a maximum of 100% of his salary, and an officer could defer up to a maximum of 50% of his salary. Both Dr. Murrill, as an officer, and Mr. Steinhagen, as a director, deferred their salaries. The directors' right to receive this deferred compensation is an unsecured obligation of the Corporation, which accrues simple interest compounded annually at the rate set by Entergy Gulf States, Inc. in 1985. In addition to payments received prior to 1997, on January 1, 2000, Dr. Murrill began to receive his deferred compensation plus interest in equal installments annually for 15 years. Beginning on the January 1 after Mr. Steinhagen turns 70, he will receive his deferred compensation plus interest in equal installments annually for 10 years.

Messrs. Blount, Percy, Nichols, deBree, Ms. Herman, and Adm. Davis served during 2003 as members of the Personnel Committee of the Board. None of these directors was, during 2003, an officer or employee of Entergy or any of its subsidiaries.

The following table shows how much Common Stock each current director, nominee and executive officer named in the "Summary Compensation Table" on page 25 beneficially owned as of December 31, 2003, as well as how much they and the other executive officers beneficially owned as a group. This information has been furnished by each individual. Each individual has sole voting and investment power, unless otherwise indicated. The amount of Common Stock owned by all directors, nominees and executive officers as a group totals less than 1% of the outstanding Common Stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the Securities and Exchange Act of 1934 requires Entergy's directors and executive officers, and any persons owning more than ten percent of Entergy's common stock, to file with the Securities and Exchange Commission and New York Stock Exchange initial reports of beneficial ownership and certain changes in that beneficial ownership, with respect to the equity securities of Entergy. Entergy prepares and files these reports on behalf of its directors and executive officers. During 2003, all reports were timely filed, except that one Form 4 reporting two related transactions by Richard J. Smith was filed on August 26, 2003, four days after it was due.

Summary Compensation Table

Option Grants to the Executive Officers in 2003

Aggregated Option Exercises in 2003 and December 31, 2003 Option Values

The following table shows the annual retirement benefits that would be paid at normal retirement (age 65 or later) and includes covered compensation for the executive officers included in the salary column of the summary compensation table on page 25.

Retirement Income Plan Table (1)

PENSION EQUALIZATION PAYMENTS. Supplemental retirement benefits are provided to all executive officers and other participants whose benefits are limited under the qualified plans by applicable federal tax laws and regulations equal to the difference between the benefits that would have been payable under the qualified plans but for the applicable limitations and the benefits that are indicated in the above referenced pension table.

SUPPLEMENTAL RETIREMENT PLANS. Two other supplemental plans are offered to executive officers. Executives may participate in one or the other of these supplemental plans at the invitation of the Corporation. These plans provide that a participant may receive a monthly payment for 120 months. The amount of monthly payment shall not exceed 2.5% or 3.33%, depending upon the plan, of the participant's average basic annual pay (as defined in the plans). Current estimates indicate that the annual payments to any executive officer under either of these two plans would be less than the payments to that officer under the System Executive Retirement Plan discussed below.

SYSTEM EXECUTIVE RETIREMENT PLAN (SERP). This executive plan is an unfunded defined benefit plan for senior executives, that includes all of the executive officers named in the Summary Compensation Table (except for Mr. Leonard). Executive officers can choose, at retirement, between the retirement benefits paid under provisions of this plan or those payable under the supplemental retirement plans discussed above. The plan was amended in 1998 to provide that covered pay is the average of the highest three years annual base pay and incentive compensation earned by the executive during the ten years immediately preceding his retirement. Benefits are calculated by multiplying the covered pay times the maximum pay replacement ratios of 55%, 60% or 65% (dependent on job rating at retirement) that are attained at 30 years of credited service. The ratios are reduced for each year of employment below 30 years. The amended plan provides that the single employee receives a lifetime annuity and a married employee receives the reduced benefit with a 50% surviving spouse annuity. These retirement payments are guaranteed for ten years, but are offset by any and all defined benefit plan payments from the Corporation and from prior employers. These payments are not subject to social security offsets.

Receipt of benefits under any of the supplemental retirement plans described above is contingent upon several factors. The participant must agree not to take any employment after retirement with any entity that is in competition with or similar in nature to the Corporation or any affiliated company. Benefits are forfeitable for various reasons, including a violation of an agreement with the Corporation or resignation or termination of employment for any reason without the Corporation's permission.

The credited years of service for the Named Executive Officers under this plan are as follows: Mr. Hintz (32), Mr. Smith (4), Mr. Taylor (13), and Mr. Wilder (5). Mr. Gallaher and Mr. Jackson retired in 2003 with 33 and 30 credited years of service under the SERP, respectively.

The following table shows the annual retirement benefits that would be paid at normal retirement (age 65 or later).

System Executive Retirement Plan Table (1)

EXECUTIVE EMPLOYMENT CONTRACTS AND RETIREMENT AGREEMENTS. Upon completion of a transaction resulting in a change-in-control of Entergy (a "Merger"), benefits already accrued under Entergy's System Executive Retirement Plan, Post-Retirement Plan, Supplemental Retirement Plan and Pension Equalization Plan will become fully vested if the participant is involuntarily terminated without "cause" or terminates employment for "good reason" (as such terms are defined in such plans).

EXECUTIVE RETENTION AGREEMENTS

Retention Agreement with Mr. Leonard - The retention agreement with Mr. Leonard, as amended effective March 8, 2004, provides that upon a termination of employment while a Merger is pending (a) by Entergy without "cause" or by Mr. Leonard for "good reason", as such terms are defined in the agreement, other than a termination of employment described in the next paragraph, or (b) by reason of Mr. Leonard's death or disability:

• Entergy will pay to him a lump sum cash severance payment equal to 2.99 times the sum of Mr. Leonard's base salary and target annual incentive award; in no event will the cash severance payment exceed 2.99 times the sum of Mr. Leonard's base salary and applicable annual incentive award;
• Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum annual achievement of applicable performance goals;
• his supplemental retirement benefit will fully vest, will be determined as if he had remained employed with Entergy until the attainment of age 55, and will commence upon his attainment of age 55;
• he will be entitled to immediate payment of performance awards, based upon an assumed target achievement of applicable performance goals;
• all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and
• Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur.

If Mr. Leonard's employment is terminated by Entergy for "cause" at any time, or by Mr. Leonard without "good reason" and without Entergy's permission prior to his attainment of age 55, Mr. Leonard will forfeit his supplemental retirement benefit. If Mr. Leonard's employment is terminated by Mr. Leonard without "good reason" with Entergy's permission prior to his attainment of age 55, Mr. Leonard will be entitled to a supplemental retirement benefit, reduced by 6.5% for each year that the termination date precedes his attainment of age 55, payable commencing upon Mr. Leonard's attainment of age 62. If Mr. Leonard's employment is terminated by Mr. Leonard without "good reason" following his attainment of age 55, Mr. Leonard will be entitled to his full supplemental retirement benefit. The amounts payable under the agreement will be funded in a rabbi trust.

Employment Agreement with Mr. Gallaher - Mr. Gallaher retired from full-time active employment on October 31, 2003. The employment agreement between Mr. Gallaher and his Entergy employer provides that, upon retirement, and in addition to the normal post-retirement benefits for which he is eligible, Entergy will pay to Mr. Gallaher a severance payment equal to his gross annual salary plus one week's pay for every year of continuous Entergy service, which amount shall not exceed twice his gross annual compensation ("Severance Benefit"), in exchange for a release of claims in favor of Entergy. The severance benefit shall be payable, at the election of Mr. Gallaher, as either a lump sum cash payment or in biweekly installments. He shall also be entitled to benefits under Entergy's Post Retirement Plan or System Executive Retirement Plan in accordance with the terms of such plans. Entergy will reimburse Mr. Gallaher for the household moving expenses associated with the move, prior to September 30, 2004, of his primary residence to another location in the Continental United States under the terms of Entergy's relocation policy.

Retention agreement with Mr. Hintz - The retention agreement with Mr. Hintz provides that Mr. Hintz will be paid an initial retention payment of approximately $2.8 million on the date on which a Merger is completed and an additional retention payment of approximately $2.3 million on the second anniversary of the completion of a Merger if he remains employed on each of those dates. The agreement also provides that upon termination of employment while a Merger is pending and for two years after completion (a) by Mr. Hintz for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Hintz's death or disability:

• Entergy will pay to him a lump sum cash severance payment equal to $2.8 million if such termination occurs prior to completion of a Merger or equal to $2.3 million if such termination occurs following completion of a Merger;
• Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum achievement of applicable performance goals, if such termination occurs following completion of a Merger;
• he will be entitled to immediate payment of performance awards based upon an assumed target achievement of applicable performance goals, if such termination occurs prior to completion of a Merger, or based upon an assumed maximum achievement of applicable performance goals, if such termination occurs following completion of a Merger;
• all of his stock options will become fully vested and will remain outstanding for their full ten-year term;
• he will be entitled to receive a supplemental retirement benefit that, when combined with Mr. Hintz's SERP benefit, equals the benefit he would have earned under the terms of the SERP as in effect immediately prior to March 25, 1998; and
• Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur.

Retention Agreement with Mr. Jackson - Mr. Jackson retired from full-time active employment on March 31, 2003. The retention agreement with Mr. Jackson provides that upon retirement in accordance with the agreement, Mr. Jackson: (a) will be entitled to a subsidized retirement benefit equal to the applicable nonqualified retirement benefit payable to Mr. Jackson without reduction for early retirement ("Subsidized Retirement Benefit"); and (b) may enter into a consulting arrangement with Entergy through March 31, 2005, under terms and conditions set forth in the agreement. Mr. Jackson is entitled to certain benefits, as described in the agreement, in the event of a change in control (as defined in the System Executive Continuity Plan) after which Entergy or its successor company fails to honor Mr. Jackson's consulting arrangement.

Retention agreement with Mr. Smith - The retention agreement with Mr. Smith provides that Mr. Smith will be paid a retention payment of approximately $525,000 on each of the first three anniversaries of the date on which a Merger is completed, if he remains employed on each of those dates. The agreement also provides that upon termination of employment while a Merger is pending and for three years after completion (a) by Mr. Smith for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Smith's death or disability:

• Entergy will pay to him a lump sum cash severance payment equal to the unpaid installments, if any, of the retention payments described above;
• he will be entitled to immediate payment of performance awards based upon an assumed target achievement of applicable performance goals;
• all of his stock options will become fully vested and will remain outstanding for their full ten-year term;
• Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur.

Retention Agreement with Mr. Wilder - Mr. Wilder voluntarily resigned from Entergy employment effective February 20, 2004. The retention agreement Mr. Wilder previously entered into with Entergy provides, among other things, for payments to be made to him upon termination of employment in certain circumstances in connection with a Merger or otherwise, subject to the terms and conditions of the agreement. In certain circumstances, Mr. Wilder would be entitled to a lump sum cash severance payment equal to three times the sum of his base salary and target annual incentive award and a "gross-up" payment in respect of any excise taxes he might incur. In other circumstances, as a substitute for the above payment, Mr. Wilder (or his beneficiaries) would be entitled to a lump sum cash severance payment equal to four times (in limited circumstances, three times) the sum of his base salary and maximum annual incentive award (in limited circumstances, his target annual incentive award), a pro rata annual incentive award, additional years of credited service under Entergy's supplemental retirement plan, immediate vesting of equity awards, the opportunity to continue to be employed in a special project coordinator position, and a "gross-up" payment in respect of any excise taxes he might incur.

Unless otherwise specified by the stockholders, votes will be cast pursuant to the proxies in favor of the ratification of the appointment by the Audit Committee of the Board of Deloitte & Touche LLP as independent accountants for the Corporation for the year 2004. Deloitte & Touche LLP has been the Corporation's auditors since 2001. A representative of Deloitte & Touche LLP will be present at the meeting and will be available to respond to questions by stockholders and will be given an opportunity to make a statement if the representative desires to do so.

The Board of Directors recommends that the Stockholders vote FOR the ratification of the appointment of Deloitte & Touche LLP.

The Corporation has been advised that the AFL-CIO Reserve Fund, 815 Sixteenth Street, N.W., Washington, DC 20006, a holder of 200 shares of the Corporation's Common Stock, proposes to submit the following resolution to the 2004 Annual Meeting of Stockholders:

"Resolved: Shareholders of the Entergy Corporation (the "Company") urge the Board of Directors to seek shareholder approval for severance agreements with senior executives that provide benefits in an amount exceeding 2.99 times the sum of the executive's base salary plus annual bonus. This policy shall apply to existing severance agreements only if they can be legally modified by the Company, and will otherwise apply to all new severance agreements and renewals of existing agreements..."

We believe our Company should adopt a policy either limiting the use of executive severance agreements - commonly known as golden parachutes - or else submit these agreements for shareholder approval.

Under the Company's executive retention agreements, a small number of top executives have become entitled to lucrative severance packages in the event of a change-in-control. For example, the retention agreement for CEO J. Wayne Leonard provides that, upon termination of his employment by Entergy without "cause" or by Mr. Leonard for "good reason" while a merger is pending, Mr. Leonard would be eligible for the following benefits:

• A cash payment equal to three times (in some case, five times) his salary and annual bonus;
• Accelerated vesting of stock options;
• Special supplemental retirement benefits as if he had remained employed until age 55;
• Immediate payment of performance awards, based upon an assumed target achievement of applicable performance goals; and
• A "gross-up" payment for any excise taxes due.

We are concerned that, in the event of a change-in-control, the potential cost of these plans may reduce the value ultimately received by shareholders. We also believe that golden parachutes can encourage senior executives to support a takeover that may not be in the best interests of shareholders because executives know that they will be rewarded if a takeover occurs.

Requiring shareholder approval of change-in-control agreements may curb some of the abuses that have occurred at other companies. In 2001, for example, top executives and managers at FPL Group received $92 million in golden parachute payments after shareholders approved a merger with Entergy - even though FPL management later canceled the merger. In effect, FPL shareholders paid managers $92 million for a change-in-control that never happened.

We also believe that excessive golden parachutes are unnecessary given the high levels of executive compensation at our Company. During 2002, for example, the Company paid Mr. Leonard more than $4.8 million in salary, annual bonus, long-term incentive awards, and other compensation. He also received stock options potentially worth over $8.6 million if Entergy's share price appreciates just 5 percent a year.

In our view, golden parachute agreements that exceed a reasonable standard should be submitted to shareholders for their approval. If shareholders believe these agreements are necessary to attract talented executives, they will approve them. If not, executives should not accept severance deals that exceed what shareholders are willing to support.

We urge shareholders to vote FOR this proposal.

Entergy's Board of Directors has put into place a policy that addresses shareholder approval of executive severance arrangements in a way that is consistent with Proposal 3. This policy prohibits the Company from entering into employment or severance agreements with a senior executive that provide for cash or stock payments in excess of 2.99 times that executive's base salary plus annual incentive award, unless Entergy receives the approval of stockholders. If the Board, amends, waives, or cancels the policy, its terms require that such an amendment, waiver or cancellation be promptly disclosed.

Because the Board has adopted a policy that substantially implements the shareholder proposal, the Board is not making a recommendation concerning Proposal 3.

The Corporation has been advised that the Utility Workers Union of America General Fund, a holder of 100 shares of the Corporation's Common Stock, proposes to submit the following resolution to the 2004 Annual Meeting of Stockholders:

"Resolved, that the shareholders of Entergy Corp. recommend that the board of Directors take the steps necessary to amend the corporate bylaws to provide for cumulative voting.

Cumulative voting would mean that each shareholder would have the right to cast as many votes as equal the number of directors to be elected, multiplied by the number of shares held. Shareholders could cast all of such cumulated votes for a single nominee, or distribute them among all or several nominees as each shareholder sees fit."

Cumulative voting increases shareholders' ability to bring an independent perspective to a company's board of directors. By giving proportionate weight to votes by shareholders whose holdings are sufficiently large to elect at least one but not all the directors, cumulative voting provides an opportunity for shareholders to place an independent voice on the board. This will help to broaden the perspective of the board, and safeguards minority shareholder interests without interfering with the board's voting majority.

Entergy shareholders have a unique opportunity to improve corporate governance at our company by urging adoption of cumulative voting. Because Entergy's board is not "classified" and shareholders therefore elect all of the directors each year, cumulative voting would permit a relatively small percentage of shares to elect a single director.

Moreover, if the SEC adopts rules granting access to management's proxy for the election of directors nominated by shareholders - as is currently being proposed - cumulative voting would provide shareholders a meaningful opportunity to elect directors independent of management. By allowing shareholders a real choice in the election of directors, rather than merely voting for management's hand-picked candidates, we believe the independence of the board and corporate performance will be strengthened.

Many U.S. corporations use cumulative voting in the election of directors, including Hewlett-Packard, Walgreen's, and Toys "R" Us.

We urge shareholders to urge the adoption of cumulative voting at Entergy by voting for this resolution.

The Board of Directors believes that the present system of voting for directors, in which all directors are elected by a plurality of the votes cast, is the fairest and most preferable method of selecting directors. The Board further believes that cumulative voting would erode the shareholders' ability to elect directors who represent the interests of the shareholders as a whole.

Under cumulative voting, the total number of votes that each shareholder may cast in an election for directors is determined by multiplying the number of directors to be elected by the number of votes to which the shareholder's shares are entitled. Each shareholder may "cumulate" his or her votes by giving them all to one candidate, or may distribute his or her votes among as many candidates as the shareholder sees fit. Cumulative voting would allow a relatively small group of shareholders devoted to a special interest to elect one or more directors who do not have the support of a majority of the Company's outstanding shares.

The Board believes that this potential conflict between a director's fiduciary duty to represent all of the Company's shareholders and an allegiance to a special interest group could threaten the efficiency with which the Board of Directors discharges its duties. It is the Board's goal that members of the Board work together toward the common objective of advancing the best interests of the Company without being burdened with allegiances to a special interest.

In summary, the Board of Directors believes that the Company's current method of electing directors is the fairest and most efficient way to ensure that each director serves the interests of the Company and its shareholders rather than the interests of special interest groups.

Accordingly, the Board of Directors urges shareholders to vote AGAINST this proposal.

The Corporation has been advised that Mr. Robert D. Morse, 212 Highland Avenue, Moorestown, New Jersey 08057, a holder of 921 shares of the Corporation's Common Stock, proposes to submit the following resolution to the 2004 Annual Meeting of Stockholders:

"Management and Directors are requested to consider discontinuing all rights, options, SAR's, and possible severance payments to top 5 of Management after expiration of existing plans or commitments. This does not apply to plans for lesser Managers or employees whom are offered reasonable employee options or bonuses."

Moderation is needed in corporate remuneration. Any person can live very lavishly on $500,000.00 per year. Over-paying Management has been ongoing and increasing for years. Many officials have been awarded with no mention of what was accomplished above and beyond expectation of their positions. The bookwork involved and expense is tremendous in carrying out these programs. Peer group comparison and commercial "Remuneration" entities have been employed by some to recommend payouts, having nothing to do with a performance period. The product, its advertising, and its acceptance usually govern earnings.

When Management is hired for their position at a good salary, they are expected to earn it, and not have to be paid more when and if they do. Excess wealth passed on may make heirs non-workers, or non-achievers and of little use in our society.

There are many good Management Training Schools in the United States and the supply is available. Hiring away from other corporations is a predatory process, increases costs and does not necessarily "align shareowner/management relations", with any gain to the shareowners. Think about it Vote YES for this proposal, it is your gain.

Thank You, and please vote YES for this Proposal.

It is the philosophy of Entergy that its executive compensation programs should:

• Provide competitive pay opportunities consistent with positions of comparable scope and responsibility in the energy and other industrial sectors
• Ensure that Entergy can attract and retain top talent
• Ensure that pay and performance are tightly linked.

Entergy's Personnel Committee, which is composed entirely of independent directors, determines competitive levels of compensation. For senior executives, competitive compensation includes base and incentive pay, including stock options. (For a further discussion of Entergy's compensation philosophy, see the Report of Personnel Committee on Executive Compensation on pages 20 - 23 in this Proxy Statement.)

A requirement to discontinue all rights, options, SAR's and possible severance payments to Entergy's senior management would harm the Company's ability to attract and retain talented executives.

Accordingly, the Board of Directors recommends that stockholders vote AGAINST this proposal.

For a stockholder proposal to be included in the proxy statement for our next annual meeting, the proposal must be received by the Corporation at its principal offices no later than November 29, 2004. Also, under our Bylaws, stockholders must give advance notice of nominations for director or other business to be addressed at the meeting not later than the close of business on March 15, 2005 and not earlier than February 18, 2005.

By order of the Board of Directors,

Robert v.d. Luft
Chairman of the Board.
Dated: March 29, 2004