FORM 10-Q
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
(Mark One)
   X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

          For the Quarterly Period Ended June 30, 1994

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ____________ to ____________

Commission      Registrant, State of Incorporation,    I.R.S. Employer
File Number     Address and Telephone Number           Identification No.
                                                       
1-11299         ENTERGY CORPORATION                    13-5550175
                (a Delaware corporation)               
                225 Baronne Street                     
                New Orleans, Louisiana 70112           
                Telephone (504) 529-5262               
                                                       
1-10764         ARKANSAS POWER & LIGHT COMPANY         71-0005900
                (an Arkansas corporation)              
                425 West Capitol Avenue, 40th Floor    
                Little Rock, Arkansas 72201            
                Telephone (501) 377-4000               
                                                       
1-2703          GULF STATES UTILITIES COMPANY          74-0662730
                (a Texas corporation)                  
                350 Pine Street                        
                Beaumont, Texas  77701                 
                Telephone (409) 838-6631               
                                                       
1-8474          LOUISIANA POWER & LIGHT COMPANY        72-0245590
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70112           
                Telephone (504) 569-4000               
                                                       
0-320           MISSISSIPPI POWER & LIGHT COMPANY      64-0205830
                (a Mississippi corporation)            
                308 East Pearl Street                  
                Jackson, Mississippi 39201             
                Telephone (601) 969-2311               
                                                       
0-5807          NEW ORLEANS PUBLIC SERVICE INC.        72-0273040
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70112           
                Telephone (504) 569-4000               
                                                       
1-9067          SYSTEM ENERGY RESOURCES, INC.          72-0752777
                (an Arkansas corporation)              
                Echelon One                            
                1340 Echelon Parkway                   
                Jackson, Mississippi 39213             
                Telephone (601) 984-9000               
      
      

      Indicate by check mark whether the registrants (1) have
filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrants were
required to file such reports), and (2) have been subject to such
filing requirements for the past 90 days.

Yes     X      No

Common Stock Outstanding                    Outstanding at July 31, 1994
Entergy Corporation       ($0.01 par value)         227,376,479

              
              
              
              ENTERGY CORPORATION AND SUBSIDIARIES
             INDEX TO QUARTERLY REPORT ON FORM 10-Q
                          June 30, 1994

                                                         Page
                                                        Number

Definitions                                                1
Financial Statements:
  Entergy Corporation and Subsidiaries:
    Consolidated Balance Sheets                            4
    Statements of Consolidated Income                      6
    Statements of Consolidated Cash Flows                  7
    Selected Operating Results                             9
  Arkansas Power & Light Company:
    Balance Sheets                                        10
    Statements of Income                                  12
    Statements of Cash Flows                              13
    Selected Operating Results                            14
  Gulf States Utilities Company:
    Balance Sheets                                        15
    Statements of Income                                  17
    Statements of Cash Flows                              18
    Selected Operating Results                            19
  Louisiana Power & Light Company:
    Balance Sheets                                        20
    Statements of Income                                  22
    Statements of Cash Flows                              23
    Selected Operating Results                            24
  Mississippi Power & Light Company:
    Balance Sheets                                        25
    Statements of Income                                  27
    Statements of Cash Flows                              28
    Selected Operating Results                            29
  New Orleans Public Service Inc.:
    Balance Sheets                                        30
    Statements of Income                                  32
    Statements of Cash Flows                              33
    Selected Operating Results                            34
  System Energy Resources, Inc.:
    Balance Sheets                                        35
    Statements of Income                                  37
    Statements of Cash Flows                              38
Notes to Financial Statements                             39
Management's Financial Discussion and Analysis            55
Part II:
  Item 1.  Legal Proceedings                              70
  Item 5.  Other Information                              78
  Item 6.  Exhibits and Reports on Form 8-K               81
Experts                                                   83
Signature                                                 84




This combined Form 10-Q is separately filed by Entergy
Corporation, Arkansas Power & Light Company, Gulf States
Utilities Company, Louisiana Power & Light Company, Mississippi
Power & Light Company, New Orleans Public Service Inc., and
System Energy Resources, Inc.  Information contained herein
relating to any individual company is filed by such company on
its own behalf.  Each company makes no representation as to
information relating to the other companies.  This combined Form
10-Q supplements and updates the Form 10-K, for the calendar year
ended December 31, 1993, and the Form 10-Q for the quarter ended
March 31, 1994, filed by the individual registrants with the SEC,
and should be read in conjunction therewith.

                           DEFINITIONS

Certain abbreviations or acronyms used in the text are defined
below:

   Abbreviation or Acronym        Term

ALJ                      Administrative Law Judge
ANO                      Arkansas Nuclear One Steam Electric
                         Generating Station
ANO 2                    Unit No. 2 of ANO
AP&L                     Arkansas Power & Light Company
APSC                     Arkansas Public Service Commission
Availability Agreement   Agreement, dated as of June 21, 1974,
                         as amended, among System Energy and
                         AP&L, LP&L, MP&L, and NOPSI, and the
                         assignments thereof
Capital Funds Agreement  Agreement, dated as of June 21, 1974,
                         as amended, between System Energy and
                         Entergy Corporation, and the assignments
                         thereof
CCLM                     Customer-Controlled Load Management (a
                         DSM activity utilizing residential time-
                         of-use rates)
City of New Orleans 
  or City                New Orleans, Louisiana
Council                  Council of the City of New Orleans,
                         Louisiana
D.C. Circuit             United States Court of Appeals for the
                         District of Columbia Circuit
DSM                      Demand-Side Management (Least Cost Plan
                         activities that influence electricity
                         usage by customers)
Entergy Corporation      Entergy Corporation, a Delaware
                         corporation, successor to Entergy
                         Corporation, a Florida Corporation
Entergy Operations       Entergy Operations, Inc., a subsidiary
                         of Entergy Corporation that has
                         operating responsibility for ANO, Grand
                         Gulf 1, River Bend, and Waterford 3
Entergy or System        Entergy Corporation and its various
                         direct and indirect subsidiaries
Entergy Power            Entergy Power, Inc., a subsidiary of
                         Entergy Corporation that markets
                         capacity and energy from certain
                         generating facilities to other parties,
                         principally non-affiliates, for resale
Entergy Services         Entergy Services, Inc.
FERC                     Federal Energy Regulatory Commission
First Quarter Form 10-Q  The combined Quarterly Report on Form
                         10-Q for the quarter ended March 31,
                         1994, of Entergy, AP&L, GSU, LP&L, MP&L,
                         NOPSI, and System Energy
Form 10-K                The combined Annual Report on Form 10-K
                         for the year ended December 31, 1993, of
                         Entergy, AP&L, GSU, LP&L, MP&L, NOPSI,
                         and System Energy
G&R Bonds                General and Refunding Mortgage Bonds
                         issued and issuable by MP&L and NOPSI
Grand Gulf Station       Grand Gulf Steam Electric Generating
                         Station
Grand Gulf 1             Unit No. 1 of the Grand Gulf Station
GSU                      Gulf States Utilities Company
KWH                      Kilowatt-Hour(s)
Least Cost Plan          Least Cost Integrated Resource Plan
                         (combination of demand- and supply-side
                         resources to be used by Entergy to
                         satisfy electricity demand)
LP&L                     Louisiana Power & Light Company
LPSC                     Louisiana Public Service Commission
Merger                   The combination transaction,
                         consummated on December 31, 1993, by
                         which GSU became a subsidiary of Entergy
                         Corporation and Entergy Corporation
                         became a Delaware Corporation
Money Pool               System Money Pool, which allows certain
                         System companies to borrow from, or lend
                         to, certain other System companies
MP&L                     Mississippi Power & Light Company
MPSC                     Mississippi Public Service Commission
1991 NOPSI Settlement    Agreement, retroactive to October 4,
                         1991, among NOPSI, the Council and the
                         Alliance for Affordable Energy, Inc.
                         that settled certain Grand Gulf 1
                         prudence issues and pending litigation
                         related to a resolution adopted by the
                         Council disallowing the recovery by
                         NOPSI of $135 million of previously
                         deferred Grand Gulf 1-related costs
NOPSI                    New Orleans Public Service Inc.
NRC                      Nuclear Regulatory Commission
Owner Participant        A corporation that, in connection with
                         the Waterford 3 sale and leaseback
                         transactions, has acquired a beneficial
                         interest in a trust, the Owner Trustee
                         of which is the owner and lessor of
                         undivided interests in Waterford 3
Owner Trustee            Each institution and/or individual
                         acting as Owner Trustee under a trust
                         agreement with an Owner Participant in
                         connection  with the Waterford 3 sale
                         and leaseback transactions
PUCT                     Public Utility Commission of Texas
Rate Cap                 The level of GSU's retail electric base
                         rates in effect at December 31, 1993,
                         for the Louisiana retail jurisdiction,
                         and the level in effect prior to the
                         Texas Cities Rate Settlement for the
                         Texas retail jurisdiction, that may not
                         be exceeded for the five years following
                         December 31, 1993
Reallocation Agreement   1981 Agreement, superseded in part by a
                         June 13, 1985 decision of the FERC,
                         among AP&L, LP&L, MP&L, NOPSI, and
                         System Energy relating to the sale of
                         capacity and energy from the Grand Gulf
                         Station
River Bend               River Bend Steam Electric Generating
                         Station, owned 70% by GSU
Revised Plan             MP&L's Grand Gulf 1-related rate phase-
                         in plan, originally approved by the MPSC
                         in an order issued on September 16,
                         1985, as modified by the MPSC order
                         issued September 29, 1988, to bring such
                         plan into compliance with the
                         requirements of SFAS No. 92
SEC                      Securities and Exchange Commission
SFAS                     Statement of Financial Accounting
                         Standards as promulgated by the
                         Financial Accounting Standards Board
SFAS 109                 SFAS No. 109, "Accounting for Income
                         Taxes"
System Agreement         Agreement, effective January 1, 1983,
                         as subsequently modified by decisions of
                         the FERC, among the System operating
                         companies relating to the sharing of
                         generating  capacity and other power
                         resources
System Energy            System Energy Resources, Inc.
System Fuels             System Fuels, Inc.
System operating 
  companies              AP&L, GSU, LP&L, MP&L, and NOPSI,
                         collectively
System or Entergy        Entergy Corporation and its various
                         direct and indirect subsidiaries
Unit Power Sales 
  Agreement              Agreement, dated as of June 10,
                         1982, as amended, among AP&L, LP&L,
                         MP&L, NOPSI, and System Energy, relating
                         to the sale of capacity and energy from
                         System Energy's share of Grand Gulf 1
Waterford 3              Unit No. 3  of the Waterford Steam
                         Electric Generating Station


                                            

                      ENTERGY CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                      June 30, 1994 and December 31, 1993
                                 (Unaudited)
1994 1993 (In Thousands) ASSETS Utility Plant: Electric $21,012,813 $20,848,844 Plant acquisition adjustment - GSU 373,986 380,117 Electric plant under leases 664,531 663,024 Property under capital leases - electric 170,599 175,276 Natural gas 158,249 156,452 Steam products 75,586 75,689 Construction work in progress 615,672 533,112 Nuclear fuel under capital leases 299,730 329,433 Nuclear fuel 48,114 17,760 ----------- ----------- Total 23,419,280 23,179,707 Less - accumulated depreciation and amortization 7,408,935 7,157,981 ----------- ----------- Utility plant - net 16,010,345 16,021,726 ----------- ----------- Other Property and Investments: Decommissioning trust funds 197,560 172,960 Other 188,128 183,597 ----------- ----------- Total 385,688 356,557 ----------- ----------- Current Assets: Cash and cash equivalents: Cash 40,204 27,345 Temporary cash investments - at cost, which approximates market 375,039 536,404 ----------- ----------- Total cash and cash equivalents 415,243 563,749 Special deposits 46,579 36,612 Notes receivable 16,455 17,710 Accounts receivable: Customer (less allowance for doubtful accounts of $8.7 million in 1994 and $8.8 million in 1993) 355,921 315,796 Other 70,109 81,931 Accrued unbilled revenues 291,188 257,321 Fuel inventory 80,481 110,204 Materials and supplies - at average cost 362,364 360,353 Rate deferrals 359,943 333,311 Prepayments and other 103,852 98,144 ----------- ----------- Total 2,102,135 2,175,131 ----------- ----------- Deferred Debits and Other Assets: Rate deferrals 1,688,911 1,876,051 SFAS 109 regulatory asset - net 1,389,180 1,385,824 Long-term receivables 240,320 228,030 Unamortized loss on reacquired debt 242,211 210,698 Other 642,514 622,680 ----------- ----------- Total 4,203,136 4,323,283 ----------- ----------- TOTAL $22,701,304 $22,876,697 =========== =========== See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited)
1994 1993 (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $.01 par value, authorized 500,000,000 shares; issued 231,219,737 shares in 1994 and 1993 $2,312 $2,312 Paid-in capital 4,224,208 4,223,682 Retained earnings 2,318,200 2,310,082 Less - treasury stock (2,784,708 shares in 1994) 88,298 - ----------- ----------- Total common shareholders' equity 6,456,422 6,536,076 Preference stock 150,000 150,000 Subsidiaries' preferred stock: Without sinking fund 550,955 550,955 With sinking fund 322,794 349,053 Long-term debt 7,349,044 7,355,962 ----------- ----------- Total 14,829,215 14,942,046 ----------- ----------- Other Noncurrent Liabilities: Obligations under capital leases 282,297 322,867 Other 279,833 270,318 ----------- ----------- Total 562,130 593,185 ----------- ----------- Current Liabilities: Currently maturing long-term debt 292,975 322,010 Notes payable 149,867 43,667 Accounts payable 363,043 413,727 Customer deposits 131,314 127,524 Taxes accrued 146,147 118,267 Accumulated deferred income taxes 100,660 44,637 Interest accrued 195,352 210,894 Dividends declared 14,041 13,404 Deferred revenue - gas supplier judgment proceeds - 14,632 Deferred fuel cost - 4,528 Obligations under capital leases 186,723 194,015 Other 128,275 240,471 ----------- ----------- Total 1,708,397 1,747,776 ----------- ----------- Deferred Credits: Accumulated deferred income taxes 3,826,960 3,849,439 Accumulated deferred investment tax credits 769,777 802,273 Other 1,004,825 941,978 ----------- ----------- Total 5,601,562 5,593,690 ----------- ----------- Commitments and Contingencies (Notes 1 and 2) TOTAL $22,701,304 $22,876,697 =========== =========== See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited)
Three Months Ended Six Months Ended 1994 1993 1994 1993 (In Thousands, Except Share Data) Operating Revenues: Electric $1,551,673 $1,051,484 $2,891,925 $1,948,750 Natural gas 22,766 18,618 76,845 47,764 Steam products 11,859 - 23,567 - ---------- ---------- ---------- ---------- Total 1,586,298 1,070,102 2,992,337 1,996,514 ---------- ---------- ---------- ---------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses, and gas purchased for resale 357,711 181,961 672,439 358,896 Purchased power 109,833 78,720 234,629 135,533 Nuclear refueling outage expenses 16,244 15,580 31,989 30,582 Operation and maintenance 367,223 245,437 703,235 478,603 Depreciation and decommissioning 160,856 109,092 321,665 219,222 Taxes other than income taxes 70,067 48,634 142,919 97,044 Income taxes 89,753 70,925 123,306 102,711 Rate deferrals Rate deferrals - (313) - (1,626) Amortization of rate deferrals 88,676 59,492 182,350 122,232 ---------- ---------- ---------- ---------- Total 1,260,363 809,528 2,412,532 1,543,197 ---------- ---------- ---------- ---------- Operating Income 325,935 260,574 579,805 453,317 ---------- ---------- ---------- ---------- Other Income (Deductions): Allowance for equity funds used during construction 3,135 2,174 6,670 4,326 Miscellaneous - net 6,659 15,197 17,892 30,034 Income taxes (3,183) (5,640) (11,380) (15,217) ---------- ---------- ---------- ---------- Total 6,611 11,731 13,182 19,143 ---------- ---------- ---------- ---------- Interest Charges: Interest on long-term debt 158,866 123,110 319,261 246,829 Other interest - net 11,444 5,435 22,455 11,499 Allowance for borrowed funds used during construction (2,527) (1,495) (5,169) (3,021) Preferred dividend requirements of subsidiaries and other 20,426 14,395 41,368 28,980 ---------- ---------- ---------- ---------- Total 188,209 141,445 377,915 284,287 ---------- ---------- ---------- ---------- Income before Cumulative Effect of a Change in Accounting Principle 144,337 130,860 215,072 188,173 Cumulative effect to January 1, 1993 of Accruing Unbilled Revenues (net of income taxes of $57,188) - - - 93,841 ---------- ---------- ---------- ---------- Net Income $144,337 $130,860 $215,072 $282,014 ========== ========== ========== ========== Earnings per average common share before cumulative effect of a change in accounting principle $0.63 $0.75 $0.94 $1.07 Earnings per average common share $0.63 $0.75 $0.94 $1.61 Dividends declared per common share - - $0.90 $0.80 Average number of common shares outstanding 229,440,707 174,745,885 230,010,476 174,926,615 See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS For the Six Months Ended June 30, 1994 and 1993 (Unaudited)
1994 1993 (In Thousands) Operating Activities: Net income $215,072 $282,014 Noncash items included in net income: Cumulative effect of a change in accounting principle - (93,841) Change in rate deferrals/excess capacity-net 164,750 80,652 Depreciation and decommissioning 321,665 219,222 Deferred income taxes and investment tax credits 13,690 (372) Allowance for equity funds used during construction (6,670) (4,326) Amortization of deferred revenues (14,632) (19,799) Changes in working capital: Receivables (62,170) (55,467) Fuel inventory 29,723 4,325 Accounts payable (50,684) (50,159) Taxes accrued 27,880 (4,384) Interest accrued (15,542) (1,332) Other working capital accounts (143,630) (77,205) Refunds to customers - gas contract settlement - (56,027) Decommissioning trust contributions (11,742) (9,969) Provision for estimated losses and reserves (4,523) 23,003 Other 45,014 56,989 -------- -------- Net cash flow provided by operating activities 508,201 293,324 -------- -------- Investing Activities: Construction / capital expenditures (327,154) (176,127) Allowance for equity funds used during construction 6,670 4,326 Nuclear fuel purchases (44,994) (40,401) Proceeds from sale/leaseback of nuclear fuel 16,144 22,868 Investment in nonregulated/nonutility properties (113) (58,531) Decrease in other temporary investments - 17,012 -------- -------- Net cash flow used in investing activities (349,447) (230,853) -------- -------- Financing Activities: Proceeds from the issuance of: First mortgage bonds 59,410 160,000 General and refunding mortgage bonds - 195,000 Other long-term debt 43,644 79,053 Premium and expense on refinancing sale/leaseback bonds (47,602) - Retirement of: First mortgage bonds (85,600) (249,704) General and refunding mortgage bonds (45,000) (99,400) Other long-term debt (16,108) (21,919) Repurchase of common stock (88,796) (21,874) Redemption of preferred stock (26,259) (29,000) Common stock dividends paid (207,149) (139,566) Changes in short-term borrowings 106,200 1,200 -------- -------- Net cash flow used in financing activities (307,260) (126,210) -------- -------- Net decrease in cash and cash equivalents (148,506) (63,739) Cash and cash equivalents at beginning of period 563,749 379,792 -------- -------- Cash and cash equivalents at end of period $415,243 $316,053 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $336,230 $270,222 Income taxes $79,097 $74,769 Noncash investing and financing activities: Capital lease obligations incurred $24,303 $22,868 Excess of fair value of decommissioning trust assets over amount invested $7,477 - See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 489.1 $ 320.3 $ 168.8 53 Commercial 372.2 243.7 128.5 53 Industrial 461.5 276.5 185.0 67 Governmental 40.7 31.4 9.3 30 --------- --------- ------- Total retail 1,363.5 871.9 491.6 56 Sales for resale 90.7 76.0 14.7 19 Other 97.5 103.6 (6.1) (6) --------- --------- ------- Total $ 1,551.7 $ 1,051.5 $ 500.2 48 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 5,806 3,801 2,005 53 Commercial 4,813 3,069 1,744 57 Industrial 10,079 6,034 4,045 67 Governmental 553 441 112 25 --------- --------- ------- Total retail 21,251 13,345 7,906 59 Sales for resale 2,035 2,338 (303) (13) --------- --------- ------- Total 23,286 15,683 7,603 48 ========= ========= ======= Six Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 965.1 $ 643.4 $ 321.7 50 Commercial 711.3 470.7 240.6 51 Industrial 897.6 545.0 352.6 65 Governmental 79.6 62.5 17.1 27 --------- --------- ------- Total retail 2,653.6 1,721.6 932.0 54 Sales for resale 160.1 134.2 25.9 19 Other 78.2 93.0 (14.8) (16) --------- --------- ------- Total $ 2,891.9 $ 1,948.8 $ 943.1 48 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 11,868 7,873 3,995 51 Commercial 9,219 5,953 3,266 55 Industrial 19,806 11,887 7,919 67 Governmental 1,079 874 205 23 --------- --------- ------- Total retail 41,972 26,587 15,385 58 Sales for resale 3,771 4,042 (271) (7) --------- --------- ------- Total 45,743 30,629 15,114 49 ========= ========= ======= Note: On December 31, 1993, GSU became a wholly-owned subsidiary of Entergy Corporation. In accordance with the purchase method of accounting, the 1993 second quarter and year to date operating results do not include GSU operating results. ARKANSAS POWER & LIGHT COMPANY BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited)
1994 1993 (In Thousands) ASSETS Utility Plant: Electric $4,170,215 $4,098,355 Property under capital leases 59,744 62,139 Construction work in progress 185,900 197,005 Nuclear fuel under capital lease 86,226 93,606 ---------- ---------- Total 4,502,085 4,451,105 Less - accumulated depreciation and amortization 1,663,306 1,604,318 ---------- ---------- Utility plant - net 2,838,779 2,846,787 ---------- ---------- Other Property and Investments: Investment in subsidiary companies - at equity 11,232 11,232 Decommissioning trust fund 123,834 108,192 Other - at cost (less accumulated depreciation) 4,436 4,257 ---------- ---------- Total 139,502 123,681 ---------- ---------- Current Assets: Cash 10,165 1,825 Accounts receivable: Customer (less allowance for doubtful accounts of $2.1 million in 1994 and 1993) 70,350 65,641 Associated companies 30,248 18,312 Other 15,515 20,817 Accrued unbilled revenues 108,436 83,378 Fuel inventory - at average cost 24,575 51,920 Materials and supplies - at average cost 78,550 81,398 Rate deferrals 102,596 92,592 Deferred excess capacity 9,304 9,115 Prepayments and other 47,320 28,303 ---------- ---------- Total 497,059 453,301 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 417,843 475,387 Deferred excess capacity 24,034 28,465 SFAS 109 regulatory asset - net 226,636 234,015 Unamortized loss on reacquired debt 58,523 60,169 Other 118,512 112,300 ---------- ---------- Total 845,548 910,336 ---------- ---------- TOTAL $4,320,888 $4,334,105 ========== ========== See Notes to Financial Statements.
ARKANSAS POWER & LIGHT COMPANY BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited)
1994 1993 (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $0.01 par value, authorized 325,000,000 shares; issued and outstanding 46,980,196 shares in 1994 and 1993 $470 $470 Paid-in capital 590,844 590,844 Retained earnings 467,813 448,811 ---------- ---------- Total common shareholder's equity 1,059,127 1,040,125 Preferred stock: Without sinking fund 176,350 176,350 With sinking fund 63,027 70,027 Long-term debt 1,321,150 1,313,315 ---------- ---------- Total 2,619,654 2,599,817 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 84,752 94,861 Other 55,684 59,750 ---------- ---------- Total 140,436 154,611 ---------- ---------- Current Liabilities: Currently maturing long-term debt 28,020 3,020 Notes payable: Associated companies 17,641 21,395 Other 34,667 667 Accounts payable: Associated companies 36,120 45,177 Other 71,062 93,611 Customer deposits 16,050 15,241 Taxes accrued 58,641 43,013 Accumulated deferred income taxes 34,872 32,367 Interest accrued 31,318 31,410 Dividends declared 4,833 5,049 Co-owner advances 25,767 39,435 Deferred fuel cost 20,292 16,130 Obligations under capital leases 61,218 60,883 Other 18,818 32,859 ---------- ---------- Total 459,319 440,257 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 852,534 876,618 Accumulated deferred investment tax credits 148,872 154,723 Other 100,073 108,079 ---------- ---------- Total 1,101,479 1,139,420 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $4,320,888 $4,334,105 ========== ========== See Notes to Financial Statements.
ARKANSAS POWER & LIGHT COMPANY STATEMENTS OF INCOME For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited)
Three Months Ended Six Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues $414,901 $383,651 $785,992 $730,391 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 67,759 58,323 131,233 117,275 Purchased power 93,427 92,761 184,609 174,431 Nuclear refueling outage expenses 8,839 10,366 17,473 20,732 Other operation and maintenance 89,372 90,624 169,898 177,498 Depreciation and decommissioning 36,540 33,124 72,258 66,555 Taxes other than income taxes 8,508 6,361 17,623 13,741 Income taxes 17,323 7,661 14,918 4,546 Amortization of rate deferrals 33,552 31,099 73,725 65,320 -------- -------- -------- -------- Total 355,320 330,319 681,737 640,098 -------- -------- -------- -------- Operating Income 59,581 53,332 104,255 90,293 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 896 1,033 2,050 2,312 Miscellaneous - net 11,997 14,906 24,561 30,077 Income taxes (3,913) (7,156) (9,684) (17,395) -------- -------- -------- -------- Total 8,980 8,783 16,927 14,994 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 25,145 27,167 50,378 54,436 Other interest - net 2,500 1,101 4,320 2,017 Allowance for borrowed funds used during construction (847) (725) (1,667) (1,632) -------- -------- -------- -------- Total 26,798 27,543 53,031 54,821 -------- -------- -------- -------- Income before Cumulative Effect of a Change in Accounting Principle 41,763 34,572 68,151 50,466 Cumulative Effect to January 1, 1993 of Accruing Unbilled Revenues (net of income taxes of $31,140) - - - 50,187 -------- -------- -------- -------- Net Income 41,763 34,572 68,151 100,653 Preferred Stock Dividend Requirements and Other 4,866 5,299 9,749 10,561 -------- -------- -------- -------- Earnings Applicable to Common Stock $36,897 $29,273 $58,402 $90,092 ======== ======== ======== ======== See Notes to Financial Statements.
ARKANSAS POWER & LIGHT COMPANY STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1994 and 1993 (Unaudited)
1994 1993 (In Thousands) Operating Activities: Net income $68,151 $100,653 Noncash items included in net income: Cumulative effect of a change in accounting principle - (50,187) Change in rate deferrals/excess capacity-net 51,782 42,431 Depreciation and decommissioning 72,258 66,555 Deferred income taxes and investment tax credits (20,012) (28,094) Allowance for equity funds used during construction (2,050) (2,312) Changes in working capital: Receivables (36,401) (22,143) Fuel inventory 27,345 6,567 Accounts payable (31,606) (4,592) Taxes accrued 15,628 (2,620) Interest accrued (92) (546) Other working capital accounts (38,907) (48,578) Decommissioning trust contributions (5,288) (5,524) Provision for estimated losses and reserves (8,224) 20,688 Other (12,839) (3,957) -------- -------- Net cash flow provided by operating activities 79,745 68,341 -------- -------- Investing Activities: Construction expenditures (74,778) (65,122) Allowance for equity funds used during construction 2,050 2,312 Nuclear fuel purchases - (29,072) Proceeds from sale/leaseback of nuclear fuel - 22,868 -------- -------- Net cash flow used in investing activities (72,728) (69,014) -------- -------- Financing Activities: Proceeds from issuance of other long-term debt 27,992 44,519 Retirement of first mortgage bonds (600) (15,600) Redemption of preferred stock (7,000) (7,000) Changes in short-term borrowings 30,246 27,140 Dividends paid: Common stock (39,400) (21,700) Preferred stock (9,915) (10,830) -------- -------- Net cash flow provided by financing activities 1,323 16,529 -------- -------- Net increase in cash and cash equivalents 8,340 15,856 Cash and cash equivalents at beginning of period 1,825 - -------- -------- Cash and cash equivalents at end of period $10,165 $15,856 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $49,205 $54,411 Income taxes $28,677 $41,854 Noncash investing and financing activities: Capital lease obligations incurred $14,626 $22,868 Excess of fair value of decommissioning trust assets over amount invested $7,210 - See Notes to Financial Statements.
ARKANSAS POWER & LIGHT COMPANY SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Description 1994 1993 Increase % (In Millions) Electric Operating Revenues: Residential $ 108.3 $ 103.7 $ 4.6 4 Commercial 74.8 69.3 5.5 8 Industrial 80.6 75.6 5.0 7 Governmental 4.1 4.0 0.1 3 --------- --------- ------- Total retail 267.8 252.6 15.2 6 Sales for resale 102.9 99.1 3.8 4 Other 44.2 32.0 12.2 38 --------- --------- ------- Total $ 414.9 $ 383.7 $ 31.2 8 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 1,141 1,106 35 3 Commercial 986 919 67 7 Industrial 1,441 1,347 94 7 Governmental 57 54 3 6 --------- --------- ------- Total retail 3,625 3,426 199 6 Sales for resale 4,053 3,943 110 3 --------- --------- ------- Total 7,678 7,369 309 4 ========= ========= ======= Six Months Ended Description 1994 1993 Increase % (In Millions) Electric Operating Revenues: Residential $ 231.6 $ 222.6 $ 9.0 4 Commercial 141.1 133.1 8.0 6 Industrial 153.4 146.0 7.4 5 Governmental 8.2 7.8 0.4 5 --------- --------- ------- Total retail 534.3 509.5 24.8 5 Sales for resale 213.8 194.9 18.9 10 Other 37.9 26.0 11.9 46 --------- --------- ------- Total $ 786.0 $ 730.4 $ 55.6 8 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 2,579 2,476 103 4 Commercial 1,917 1,807 110 6 Industrial 2,805 2,642 163 6 Governmental 115 109 6 6 --------- --------- ------- Total retail 7,416 7,034 382 5 Sales for resale 8,507 7,915 592 7 --------- --------- ------- Total 15,923 14,949 974 7 ========= ========= ======= GULF STATES UTILITIES COMPANY BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited)
1994 1993 (In Thousands) ASSETS Utility Plant: Electric $6,851,569 $6,825,989 Natural gas 43,396 42,786 Steam products 75,586 75,689 Property under capital leases 85,884 86,039 Construction work in progress 84,358 50,080 Nuclear fuel under capital leases 89,057 94,828 ---------- ---------- Total 7,229,850 7,175,411 Less - accumulated depreciation and amortization 2,409,052 2,323,804 ---------- ---------- Utility plant - net 4,820,798 4,851,607 ---------- ---------- Other Property and Investments: Decommissioning trust fund 19,667 17,873 Other - at cost (less accumulated depreciation) 29,644 29,360 ---------- ---------- Total 49,311 47,233 ---------- ---------- Current Assets: Cash and cash equivalents: Cash 11,108 3,012 Temporary cash investments - at cost, which approximates market: Associated companies 39,759 - Other 81,008 258,337 ---------- ---------- Total cash and cash equivalents 131,875 261,349 Accounts receivable: Customer (less allowance for doubtful accounts of $2.2 million in 1994 and $2.4 million in 1993) 139,097 117,369 Associated companies 4,438 - Other 19,517 18,371 Accrued unbilled revenues 35,184 32,572 Deferred fuel costs 13,092 5,883 Fuel inventory 27,932 23,448 Materials and supplies - at average cost 90,123 86,831 Rate deferrals 95,222 90,775 Prepayments and other 22,472 48,948 ---------- ---------- Total 578,952 685,546 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 588,652 638,015 SFAS 109 regulatory asset - net 437,143 432,411 Long-term receivables 233,553 218,079 Unamortized loss on reacquired debt 67,525 70,970 Other 199,693 193,490 ---------- ---------- Total 1,526,566 1,552,965 ---------- ---------- TOTAL $6,975,627 $7,137,351 ========== ========== See Notes to Financial Statements.
GULF STATES UTILITIES COMPANY BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited)
1994 1993 (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, no par value, authorized 200,000,000 shares; issued and outstanding 100 shares in 1994 and 1993 $114,055 $114,055 Paid-in capital 1,152,344 1,152,304 Retained earnings 511,991 666,401 ---------- ---------- Total common shareholder's equity 1,778,390 1,932,760 Preference stock 150,000 150,000 Preferred stock: Without sinking fund 136,444 136,444 With sinking fund 98,754 101,004 Long-term debt 2,368,757 2,368,639 ---------- ---------- Total 4,532,345 4,688,847 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 140,709 152,359 Other 47,155 47,107 ---------- ---------- Total 187,864 199,466 ---------- ---------- Current Liabilities: Currently maturing long-term debt 425 425 Accounts payable: Associated companies 19,940 2,745 Other 103,081 109,840 Customer deposits 22,673 21,958 Taxes accrued 31,511 22,856 Interest accrued 56,472 59,516 Nuclear refueling reserve 13,423 22,356 Obligations under capital leases 34,233 41,713 Other 59,504 98,074 ---------- ---------- Total 341,262 379,483 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 1,243,022 1,222,999 Accumulated deferred investment tax credits 92,212 94,455 Deferred River Bend finance charges 94,585 106,765 Other 484,337 445,336 ---------- ---------- Total 1,914,156 1,869,555 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $6,975,627 $7,137,351 ========== ========== See Notes to Financial Statements.
GULF STATES UTILITIES COMPANY STATEMENTS OF INCOME For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited)
Three Months Ended Six Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues: Electric $439,015 $423,200 $841,119 $804,731 Natural gas 5,981 6,007 21,827 18,531 Steam products 11,859 13,016 23,567 23,139 -------- -------- -------- -------- Total 456,855 442,223 886,513 846,401 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses and gas purchased for resale 119,341 126,945 238,359 245,314 Purchased power 54,839 38,035 115,059 74,306 Nuclear refueling outage expenses 2,520 3,360 5,040 6,720 Other operation and maintenance 103,512 95,094 205,562 190,002 Depreciation and decommissioning 49,209 47,277 97,076 94,554 Taxes other than income taxes 9,664 23,643 34,010 48,547 Income taxes 17,573 10,119 16,752 5,297 Amortization of rate deferrals 16,840 15,761 32,737 30,264 -------- -------- -------- -------- Total 373,498 360,234 744,595 695,004 -------- -------- -------- -------- Operating Income 83,357 81,989 141,918 151,397 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 379 144 639 257 Miscellaneous - net 4,085 5,419 8,233 9,192 Income taxes (2,211) (3,143) (4,183) (7,894) -------- -------- -------- -------- Total 2,253 2,420 4,689 1,555 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 48,770 51,009 97,750 102,613 Other interest - net 4,057 2,430 5,237 4,589 Allowance for borrowed funds used during construction (301) (96) (507) (323) -------- -------- -------- -------- Total 52,526 53,343 102,480 106,879 -------- -------- -------- -------- Income before Extraordinary Items and the Cumulative Effect of Accounting Changes 33,084 31,066 44,127 46,073 Extraordinary Items (net of income taxes) - (285) - (285) Cumulative Effect to January 1, 1993, of Accruing Unbilled Revenues (net of income taxes of $ 6,940) - - - 10,660 -------- -------- -------- -------- Net Income 33,084 30,781 44,127 56,448 Preferred and Preference Stock Dividend Requirements and Other 7,529 10,306 14,936 20,197 -------- -------- -------- -------- Earnings Applicable to Common Stock $25,555 $20,475 $29,191 $36,251 ======== ======== ======== ======== See Notes to Financial Statements.
GULF STATES UTILITIES COMPANY STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1994 and 1993 (Unaudited)
1994 1993 (In Thousands) Operating Activities: Net income $44,127 $56,448 Noncash items included in net income: Extraordinary items - 285 Cumulative effect of a change in accounting principle - (10,660) Change in rate deferrals 32,737 30,263 Depreciation and decommissioning 97,076 94,554 Deferred income taxes and investment tax credits 19,454 13,657 Allowance for equity funds used during construction (639) (257) Changes in working capital: Receivables (29,924) (21,512) Fuel inventory (4,484) 4,334 Accounts payable 10,436 (19,219) Taxes accrued 8,655 18,352 Interest accrued (3,044) (1,861) Other working capital accounts (37,366) (5,273) Decommissioning trust contributions (1,478) (1,478) Purchased power settlement - (169,300) Other 3,127 4,031 -------- -------- Net cash flow provided by (used in) operating activities 138,677 (7,636) -------- -------- Investing Activities: Construction expenditures (68,109) (46,582) Allowance for equity funds used during construction 639 257 Nuclear fuel purchases (16,145) (2,118) Proceeds from sale/leaseback of nuclear fuel 16,145 2,118 Refund of escrow account and other property - 8,200 -------- -------- Net cash flow used in investing activities (67,470) (38,125) -------- -------- Financing Activities: Proceeds from the issuance of: Preference stock - 146,625 Other long-term debt - 70,979 Retirement of other long-term debt - (80,727) Redemption of preferred stock (2,250) (18,000) Dividends paid: Common stock (183,600) - Preferred and preference stock (14,831) (19,512) -------- -------- Net cash flow provided by (used in) financing activities (200,681) 99,365 -------- -------- Net increase (decrease) in cash and cash equivalents (129,474) 53,604 Cash and cash equivalents at beginning of period 261,349 197,741 -------- -------- Cash and cash equivalents at end of period $131,875 $251,345 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $96,470 $100,488 Income taxes 7,573 - Noncash investing and financing activities: Capital lease obligations incurred 16,145 2,688 Deficiency of fair value of decommissioning trust assets over amount invested ($244) - See Notes to Financial Statements.
GULF STATES UTILITIES COMPANY SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Department Operating Revenues: Residential $ 132.7 $ 128.9 $ 3.8 3 Commercial 102.4 100.8 1.6 2 Industrial 159.9 165.5 (5.6) (3) Governmental 6.4 6.5 (0.1) (2) --------- --------- ------- Total retail 401.4 401.7 (0.3) - Sales for resale 20.4 7.1 13.3 187 Other 17.2 14.4 2.8 19 --------- --------- ------- Total Electric Department $ 439.0 $ 423.2 $ 15.8 4 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 1,672 1,532 140 9 Commercial 1,462 1,369 93 7 Industrial 3,811 3,611 200 6 Governmental 74 72 2 3 --------- --------- ------- Total retail 7,019 6,584 435 7 Sales for resale 709 134 575 429 --------- --------- ------- Total Electric Department 7,728 6,718 1,010 15 Steam Department 421 415 6 1 --------- --------- ------- Total 8,149 7,133 1,016 14 ========= ========= ======= Six Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Department Operating Revenues: Residential $ 256.5 $ 246.1 $ 10.4 4 Commercial 197.1 192.2 4.9 3 Industrial 312.9 320.2 (7.3) (2) Governmental 12.7 13.2 (0.5) (4) --------- --------- ------- Total retail 779.2 771.7 7.5 1 Sales for resale 38.8 13.4 25.4 190 Other 23.1 19.6 3.5 18 --------- --------- ------- Total Electric Department $ 841.1 $ 804.7 $ 36.4 5 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 3,273 2,950 323 11 Commercial 2,769 2,576 193 7 Industrial 7,386 7,022 364 5 Governmental 148 146 2 1 --------- --------- ------- Total retail 13,576 12,694 882 7 Sales for resale 1,250 261 989 379 --------- --------- ------- Total Electric Department 14,826 12,955 1,871 14 Steam Department 831 792 39 5 --------- --------- ------- Total 15,657 13,747 1,910 14 ========= ========= ======= LOUISIANA POWER & LIGHT COMPANY BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited)
1994 1993 (In Thousands) ASSETS Utility Plant: Electric $4,669,176 $4,646,020 Electric plant under lease 226,395 225,083 Construction work in progress 160,962 133,536 Nuclear fuel under capital lease 60,549 61,375 Nuclear fuel 5,065 3,823 ---------- ---------- Total 5,122,147 5,069,837 Less - accumulated depreciation and amortization 1,542,290 1,496,107 ---------- ---------- Utility plant - net 3,579,857 3,573,730 ---------- ---------- Other Property and Investments: Nonutility property 20,060 20,060 Decommissioning trust fund 25,324 22,109 Investment in subsidiary company - at equity 14,230 14,230 Other 1,016 984 ---------- ---------- Total 60,630 57,383 ---------- ---------- Current Assets: Cash and cash equivalents: Cash 5,715 - Temporary cash investments - at cost, which approximates market 28,036 33,489 ---------- ---------- Total cash and cash equivalents 33,751 33,489 Special deposits 8,780 19,077 Accounts receivable: Customer (less allowance for doubtful accounts of $1.1 million in 1994 and 1993) 78,098 66,575 Associated companies 3,786 2,952 Other 8,764 10,656 Accrued unbilled revenues 64,656 64,314 Deferred fuel costs 4,422 - Accumulated deferred income taxes - 6,031 Materials and supplies - at average cost 86,013 87,204 Rate deferrals 28,422 28,422 Prepayments and other 38,420 16,510 ---------- ---------- Total 355,112 335,230 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 40,485 54,031 SFAS 109 regulatory asset - net 352,846 349,703 Unamortized loss on reacquired debt 45,754 47,853 Other 47,131 46,068 ---------- ---------- Total 486,216 497,655 ---------- ---------- TOTAL $4,481,815 $4,463,998 ========== ========== See Notes to Financial Statements.
LOUISIANA POWER & LIGHT COMPANY BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited)
1994 1993 (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, no par value, authorized 250,000,000 shares; issued and outstanding 165,173,180 shares in 1994 and 1993 $1,088,900 $1,088,900 Capital stock expense and other (5,771) (6,109) Retained earnings 115,311 89,849 ---------- ---------- Total common shareholder's equity 1,198,440 1,172,640 Preferred stock: Without sinking fund 160,500 160,500 With sinking fund 118,793 126,302 Long-term debt 1,457,902 1,457,626 ---------- ---------- Total 2,935,635 2,917,068 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 26,683 27,508 Other 33,211 27,672 ---------- ---------- Total 59,894 55,180 ---------- ---------- Current Liabilities: Currently maturing long-term debt 315 25,315 Notes payable: Associated companies 54,954 52,041 Other 19,200 - Accounts payable: Associated companies 35,082 33,523 Other 59,036 76,284 Customer deposits 53,705 52,234 Accumulated deferred income taxes 8,621 - Taxes accrued 24,070 15,110 Interest accrued 41,080 42,141 Dividends declared 5,647 5,938 Deferred revenue - gas supplier judgment proceeds - 14,632 Deferred fuel cost - 605 Obligations under capital leases 33,867 33,867 Other 8,012 9,741 ---------- ---------- Total 343,589 361,431 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 851,973 834,899 Accumulated deferred investment tax credits 185,413 188,843 Deferred interest - Waterford 3 lease obligation 25,688 25,372 Other 79,623 81,205 ---------- ---------- Total 1,142,697 1,130,319 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $4,481,815 $4,463,998 ========== ========== See Notes to Financial Statements.
LOUISIANA POWER & LIGHT COMPANY STATEMENTS OF INCOME For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited)
Three Months Ended Six Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues $441,643 $399,570 $825,469 $757,426 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 85,518 49,991 143,626 112,587 Purchased power 101,841 104,571 205,337 190,232 Nuclear refueling outage expenses 4,885 4,631 9,476 9,198 Other operation and maintenance 86,143 82,668 159,775 158,551 Depreciation and decommissioning 37,451 35,521 74,843 70,909 Taxes other than income taxes 13,919 12,332 28,356 23,884 Income taxes 24,313 23,497 41,156 42,172 Amortization of rate deferrals 6,887 6,887 13,546 13,546 -------- -------- -------- -------- Total 360,957 320,098 676,115 621,079 -------- -------- -------- -------- Operating Income 80,686 79,472 149,354 136,347 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 978 721 2,089 1,324 Miscellaneous - net 130 444 441 650 Income taxes 50 (45) 40 2,240 -------- -------- -------- -------- Total 1,158 1,120 2,570 4,214 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 31,100 31,761 62,297 62,873 Other interest - net 3,040 2,382 5,628 5,908 Allowance for borrowed funds used during construction (649) (483) (1,450) (885) -------- -------- -------- -------- Total 33,491 33,660 66,475 67,896 -------- -------- -------- -------- Net Income 48,353 46,932 85,449 72,665 Preferred Stock Dividend Requirements and Other 5,701 6,291 11,820 12,747 -------- -------- -------- -------- Earnings Applicable to Common Stock $42,652 $40,641 $73,629 $59,918 ======== ======== ======== ======== See Notes to Financial Statements.
LOUISIANA POWER & LIGHT COMPANY STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1994 and 1993 (Unaudited)
1994 1993 (In Thousands) Operating Activities: Net income $85,449 $72,665 Noncash items included in net income: Change in rate deferrals 13,546 13,546 Depreciation and decommissioning 74,843 70,909 Deferred income taxes and investment tax credits 25,253 26,730 Allowance for equity funds used during construction (2,089) (1,324) Amortization of deferred revenues (14,632) (19,799) Changes in working capital: Receivables (10,807) (3,985) Accounts payable (15,689) (16,449) Taxes accrued 8,960 1,334 Interest accrued (1,061) (247) Other working capital accounts (15,707) (14,808) Refunds to customers - gas contract settlement - (56,027) Decommissioning trust contributions (2,408) (2,000) Other 1,464 8,231 -------- -------- Net cash flow provided by operating activities 147,122 78,776 -------- -------- Investing Activities: Construction expenditures (78,552) (67,953) Allowance for equity funds used during construction 2,089 1,324 -------- -------- Net cash flow used in investing activities (76,463) (66,629) -------- -------- Financing Activities: Proceeds from the issuance of: First mortgage bonds - 100,000 Other long-term debt - 33,000 Changes in short-term borrowings 22,113 32,706 Retirement of: First mortgage bonds (25,000) (100,919) Other long-term debt (63) (21,799) Redemption of preferred stock (7,509) (12,500) Dividends paid: Common stock (48,300) (33,400) Preferred stock (11,638) (13,089) -------- -------- Net cash flow used in financing activities (70,397) (16,001) -------- -------- Net increase (decrease) in cash and cash equivalents 262 (3,854) Cash and cash equivalents at beginning of period 33,489 22,782 -------- -------- Cash and cash equivalents at end of period $33,751 $18,928 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $64,396 $64,971 Income taxes $18,219 $17,840 Noncash investing and financing activities: Capital lease obligations incurred $9,677 - Excess of fair value of decommissioning trust assets over amount invested $220 - See Notes to Financial Statements.
LOUISIANA POWER & LIGHT COMPANY SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 139.4 $ 117.0 $ 22.4 19 Commercial 92.0 78.7 13.3 17 Industrial 169.1 152.3 16.8 11 Governmental 7.9 6.6 1.3 20 --------- --------- ------- Total retail 408.4 354.6 53.8 15 Sales for resale 8.8 12.6 (3.8) (30) Other 24.4 32.4 (8.0) (25) --------- --------- ------- Total $ 441.6 $ 399.6 $ 42.0 11 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 1,691 1,535 156 10 Commercial 1,118 1,025 93 9 Industrial 3,979 3,909 70 2 Governmental 99 92 7 8 --------- --------- ------- Total retail 6,887 6,561 326 5 Sales for resale 217 379 (162) (43) --------- --------- ------- Total 7,104 6,940 164 2 ========= ========= ======= Six Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 264.4 $ 226.6 $ 37.8 17 Commercial 172.8 151.9 20.9 14 Industrial 329.0 304.7 24.3 8 Governmental 15.8 14.1 1.7 12 --------- --------- ------- Total retail 782.0 697.3 84.7 12 Sales for resale 15.7 18.9 (3.2) (17) Other 27.8 41.2 (13.4) (33) --------- --------- ------- Total $ 825.5 $ 757.4 $ 68.1 9 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 3,371 3,019 352 12 Commercial 2,146 1,960 186 9 Industrial 7,956 7,734 222 3 Governmental 206 194 12 6 --------- --------- ------- Total retail 13,679 12,907 772 6 Sales for resale 345 519 (174) (34) --------- --------- ------- Total 14,024 13,426 598 4 ========= ========= ======= MISSISSIPPI POWER & LIGHT COMPANY BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited)
1994 1993 (In Thousands) ASSETS Utility Plant: Electric $1,432,998 $1,389,229 Construction work in progress 73,241 62,699 ---------- ---------- Total 1,506,239 1,451,928 Less - accumulated depreciation and amortization 568,726 577,728 ---------- ---------- Utility plant - net 937,513 874,200 ---------- ---------- Other Property and Investments: Investment in subsidiary company - at equity 5,531 5,531 Other 4,756 4,760 ---------- ---------- Total 10,287 10,291 ---------- ---------- Current Assets: Cash 355 7,999 Notes receivable 6,673 7,118 Accounts receivable: Customer (less allowance for doubtful accounts of $2.5 million in 1994 and 1993) 37,412 33,155 Associated companies 12,016 7,342 Other 3,891 3,672 Accrued unbilled revenues 60,997 57,414 Fuel inventory - at average cost 4,542 8,652 Materials and supplies - at average cost 21,664 20,886 Rate deferrals 106,032 96,935 Prepayments and other 14,806 13,763 ---------- ---------- Total 268,388 256,936 ---------- ---------- Deferred Debits and Other Assets: Rate deferrals 451,204 504,428 Notes receivable 6,767 9,951 Other 29,741 20,931 ---------- ---------- Total 487,712 535,310 ---------- ---------- TOTAL $1,703,900 $1,676,737 ========== ========== See Notes to Financial Statements.
MISSISSIPPI POWER & LIGHT COMPANY BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited)
1994 1993 (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, no par value, authorized 15,000,000 shares; issued and outstanding 8,666,357 shares in 1994 and 1993 $199,326 $199,326 Capital stock expense and other (1,762) (1,864) Retained earnings 251,472 236,337 ---------- ---------- Total common shareholder's equity 449,036 433,799 Preferred stock: Without sinking fund 57,881 57,881 With sinking fund 38,770 46,770 Long-term debt 494,451 516,156 ---------- ---------- Total 1,040,138 1,054,606 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 622 686 Other 10,720 6,231 ---------- ---------- Total 11,342 6,917 ---------- ---------- Current Liabilities: Currently maturing long-term debt 40,015 48,250 Notes payable: Associated companies 30,922 11,568 Other 30,000 - Accounts payable: Associated companies 34,714 29,181 Other 19,991 12,157 Customer deposits 21,898 21,474 Taxes accrued 24,013 24,252 Accumulated deferred income taxes 45,237 41,758 Interest accrued 18,954 23,171 Dividends declared 1,797 1,985 Obligations under capital leases 140 156 Other 14,097 17,147 ---------- ---------- Total 281,778 231,099 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 301,620 311,616 Accumulated deferred investment tax credits 36,276 37,193 SFAS 109 regulatory liability - net 22,988 23,626 Other 9,758 11,680 ---------- ---------- Total 370,642 384,115 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $1,703,900 $1,676,737 ========== ========== See Notes to Financial Statements.
MISSISSIPPI POWER & LIGHT COMPANY STATEMENTS OF INCOME For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited)
Three Months Ended Six Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues $229,790 $229,506 $417,207 $408,973 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 41,818 31,416 64,613 41,349 Purchased power 58,558 71,294 122,880 146,683 Other operation and maintenance 40,643 38,596 77,216 72,000 Depreciation and amortization 9,051 7,980 17,757 15,998 Taxes other than income taxes 10,460 9,823 20,736 19,834 Income taxes 10,628 14,337 11,853 15,327 Amortization of rate deferrals 24,804 17,589 49,609 35,177 -------- -------- -------- -------- Total 195,962 191,035 364,664 346,368 -------- -------- -------- -------- Operating Income 33,828 38,471 52,543 62,605 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 445 226 1,021 395 Miscellaneous - net 158 53 252 555 Income taxes (61) (20) (97) (207) -------- -------- -------- -------- Total 542 259 1,176 743 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 11,159 12,799 23,196 26,721 Other interest - net 1,844 753 3,274 1,494 Allowance for borrowed funds used during construction (286) (161) (653) (282) -------- -------- -------- -------- Total 12,717 13,391 25,817 27,933 -------- -------- -------- -------- Income before Cumulative Effect of a Change in Accounting Principle 21,653 25,339 27,902 35,415 Cumulative Effect to January 1, 1993 of Accruing Unbilled Revenues (net of income taxes of $19,456) - - - 32,706 -------- -------- -------- -------- Net Income 21,653 25,339 27,902 68,121 Preferred Stock Dividend Requirements and Other 1,955 2,374 4,030 4,769 -------- -------- -------- -------- Earnings Applicable to Common Stock $19,698 $22,965 $23,872 $63,352 ======== ======== ======== ======== See Notes to Financial Statements.
MISSISSIPPI POWER & LIGHT COMPANY STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1994 and 1993 (Unaudited)
1994 1993 (In Thousands) Operating Activities: Net income $27,902 $68,121 Noncash items included in net income: Cumulative effect of a change in accounting principle - (32,706) Change in rate deferrals 44,127 19,215 Depreciation and amortization 17,757 15,998 Deferred income taxes and investment tax credits (7,288) (4,878) Allowance for equity funds used during construction (1,021) (395) Changes in working capital: Receivables (12,733) (14,370) Fuel inventory 4,110 783 Accounts payable 13,367 10,608 Taxes accrued (239) (3,217) Interest accrued (4,217) 194 Other working capital accounts (4,002) (11,562) Other (4,311) 4,533 -------- -------- Net cash flow provided by operating activities 73,452 52,324 -------- -------- Investing Activities: Construction expenditures (80,224) (23,693) Allowance for equity funds used during construction 1,021 395 -------- -------- Net cash flow used in investing activities (79,203) (23,298) -------- -------- Financing Activities: Proceeds from the issuance of: General and refunding bonds - 125,000 Other long-term debt 15,652 - Retirement of: First mortgage bonds - (73,185) General and refunding bonds (30,000) (55,000) Other long-term debt (16,045) (120) Redemption of preferred stock (8,000) (8,000) Dividends paid: Common stock (8,800) (27,900) Preferred stock (4,054) (4,906) Changes in short-term borrowings 49,354 - -------- -------- Net cash flow used in financing activities (1,893) (44,111) -------- -------- Net decrease in cash and cash equivalents (7,644) (15,085) Cash and cash equivalents at beginning of period 7,999 34,008 -------- -------- Cash and cash equivalents at end of period $355 $18,923 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $29,113 $27,356 Income taxes $8,577 $9,912 See Notes to Financial Statements.
MISSISSIPPI POWER & LIGHT COMPANY SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 75.0 $ 70.2 $ 4.8 7 Commercial 61.9 57.5 4.4 8 Industrial 45.0 42.3 2.7 6 Governmental 7.3 6.8 0.5 7 --------- --------- ------- Total retail 189.2 176.8 12.4 7 Sales for resale 15.5 12.9 2.6 20 Other 25.1 39.8 (14.7) (37) --------- --------- ------- Total $ 229.8 $ 229.5 $ 0.3 - ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 869 773 96 12 Commercial 749 656 93 14 Industrial 713 651 62 10 Governmental 87 77 10 13 --------- --------- ------- Total retail 2,418 2,157 261 12 Sales for resale 441 315 126 40 --------- --------- ------- Total 2,859 2,472 387 16 ========= ========= ======= Six Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 151.1 $ 140.2 $ 10.9 8 Commercial 120.3 110.9 9.4 8 Industrial 89.1 82.3 6.8 8 Governmental 13.9 13.2 0.7 5 --------- --------- ------- Total retail 374.4 346.6 27.8 8 Sales for resale 23.6 18.5 5.1 28 Other 19.2 43.9 (24.7) (56) --------- --------- ------- Total $ 417.2 $ 409.0 $ 8.2 2 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 1,845 1,663 182 11 Commercial 1,432 1,280 152 12 Industrial 1,405 1,274 131 10 Governmental 164 151 13 9 --------- --------- ------- Total retail 4,846 4,368 478 11 Sales for resale 573 366 207 57 --------- --------- ------- Total 5,419 4,734 685 14 ========= ========= ======= NEW ORLEANS PUBLIC SERVICE INC. BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited)
1994 1993 (In Thousands) ASSETS Utility Plant: Electric $478,120 $476,976 Natural gas 114,853 113,666 Construction work in progress 22,750 15,205 -------- -------- Total 615,723 605,847 Less - accumulated depreciation and amortization 338,172 330,268 -------- -------- Utility plant - net 277,551 275,579 -------- -------- Other Investments: Investment in subsidiary company - at equity 3,259 3,259 -------- -------- Current Assets: Cash and cash equivalents: Cash 8,224 1,176 Temporary cash investments - at cost, which approximates market: Associated companies 17,522 10,034 Other 29,996 32,107 -------- -------- Total cash and cash equivalents 55,742 43,317 Accounts receivable: Customer (less allowance for doubtful accounts of $0.8 million in 1994 and 1993) 30,965 35,801 Associated companies 1,104 1,378 Other 872 876 Accrued unbilled revenues 21,915 19,643 Deferred electric fuel and resale gas costs 3,862 6,323 Accumulated deferred income taxes 492 - Materials and supplies - at average cost 9,941 11,885 Rate deferrals 27,678 24,587 Prepayments and other 8,991 2,994 -------- -------- Total 161,562 146,804 -------- -------- Deferred Debits and Other Assets: Rate deferrals 190,720 204,190 SFAS 109 regulatory asset - net 9,699 9,004 Other 9,638 8,769 -------- -------- Total 210,057 221,963 -------- -------- TOTAL $652,429 $647,605 ======== ======== See Notes to Financial Statements.
NEW ORLEANS PUBLIC SERVICE INC. BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $4 par value, authorized 10,000,000 shares; issued and outstanding 8,435,900 shares in 1994 and 1993 $33,744 $33,744 Paid-in capital 36,201 36,156 Retained earnings subsequent to the elimination of the accumulated deficit of $13.9 million on November 30, 1988 113,948 100,556 -------- -------- Total common shareholder's equity 183,893 170,456 Preferred stock: Without sinking fund 19,780 19,780 With sinking fund 3,450 4,950 Long-term debt 164,136 188,312 -------- -------- Total 371,259 383,498 -------- -------- Other Noncurrent Liabilities: Accumulated provision for losses 18,022 18,022 Other 6,716 3,351 -------- -------- Total 24,738 21,373 -------- -------- Current Liabilities: Currently maturing long-term debt 24,200 15,000 Accounts payable: Associated companies 17,998 23,080 Other 23,292 22,011 Customer deposits 16,987 16,617 Accumulated deferred income taxes - 4,968 Taxes accrued 12,334 5,161 Interest accrued 4,793 5,472 Dividends declared 374 432 Other 16,337 6,935 -------- -------- Total 116,315 99,676 -------- -------- Deferred Credits: Accumulated deferred income taxes 100,707 105,096 Accumulated deferred investment tax credits 11,220 11,592 Other 28,190 26,370 -------- -------- Total 140,117 143,058 -------- -------- Commitments and Contingencies (Notes 1 and 2) TOTAL $652,429 $647,605 ======== ======== See Notes to Financial Statements.
NEW ORLEANS PUBLIC SERVICE INC. STATEMENTS OF INCOME For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited)
Three Months Ended Six Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues: Electric $107,617 $101,565 $186,472 $180,984 Natural gas 16,785 18,617 55,018 47,764 -------- -------- -------- -------- Total 124,402 120,182 241,490 228,748 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses and gas purchased for resale 26,044 20,676 59,959 46,809 Purchased power 35,209 39,450 72,941 76,463 Other operation and maintenance 20,289 20,596 39,960 42,567 Depreciation and amortization 4,743 4,303 9,453 8,594 Taxes other than income taxes 6,877 6,738 13,931 13,008 Income taxes 7,555 7,025 8,174 8,127 Rate deferrals: Rate deferrals - (313) - (1,626) Amortization of rate deferrals 5,805 3,918 12,733 8,189 -------- -------- -------- -------- Total 106,522 102,393 217,151 202,131 -------- -------- -------- -------- Operating Income 17,880 17,789 24,339 26,617 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 124 34 237 34 Miscellaneous - net 474 760 984 1,138 Income taxes (184) (176) (709) 16 -------- -------- -------- -------- Total 414 618 512 1,188 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 4,095 5,358 8,464 10,402 Other interest - net 479 366 938 740 Allowance for borrowed funds used during construction (92) (31) (176) (33) -------- -------- -------- -------- Total 4,482 5,693 9,226 11,109 -------- -------- -------- -------- Income before Cumulative Effect of a Change in Accounting Principle 13,812 12,714 15,625 16,696 Cumulative Effect to January 1, 1993 of Accruing Unbilled Revenues (net of income taxes of $6,592) - - - 10,948 -------- -------- -------- -------- Net Income 13,812 12,714 15,625 27,644 Preferred Stock Dividend Requirements 375 432 833 903 and Other -------- -------- -------- -------- Earnings Applicable to Common Stock $13,437 $12,282 $14,792 $26,741 ======== ======== ======== ======== See Notes to Financial Statements.
NEW ORLEANS PUBLIC SERVICE INC. STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1994 and 1993 (Unaudited)
1994 1993 (In Thousands) Operating Activities: Net income $15,625 $27,644 Noncash items included in net income: Cumulative effect of a change in accounting principle - (10,948) Change in rate deferrals 10,379 5,461 Depreciation and amortization 9,453 8,594 Deferred income taxes and investment tax credits (10,899) (1,157) Allowance for equity funds used during construction (237) (34) Net pension expense - 2,204 Changes in working capital: Receivables 2,842 884 Accounts payable (3,801) (8,944) Taxes accrued 7,173 (706) Interest accrued (679) (522) Other working capital accounts 8,180 (8,611) Other 3,752 628 -------- -------- Net cash flow provided by operating activities 41,788 14,493 -------- -------- Investing Activities: Construction expenditures (10,855) (8,644) Allowance for equity funds used during construction 237 34 -------- -------- Net cash flow used in investing activities (10,618) (8,610) -------- -------- Financing Activities: Proceeds from the issuance of general and refunding bonds - 70,000 Retirement of general and refunding bonds (15,000) (44,400) Redemption of preferred stock (1,500) (1,500) Dividends paid: Common stock (1,400) (6,100) Preferred stock (845) (961) -------- -------- Net cash flow provided by (used in) financing activities (18,745) 17,039 -------- -------- Net increase in cash and cash equivalents 12,425 22,922 Cash and cash equivalents at beginning of period 43,317 46,070 -------- -------- Cash and cash equivalents at end of period $55,742 $68,992 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $9,663 $11,407 Income taxes $12,671 $8,236 See Notes to Financial Statements.
NEW ORLEANS PUBLIC SERVICE INC. SELECTED OPERATING RESULTS For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 33.6 $ 29.4 $ 4.2 14 Commercial 41.1 38.3 2.8 7 Industrial 6.8 6.2 0.6 10 Governmental 15.1 14.0 1.1 8 --------- --------- ------- Total retail 96.6 87.9 8.7 10 Sales for resale 3.1 3.3 (0.2) (6) Other 7.9 10.4 (2.5) (24) --------- --------- ------- Total $ 107.6 $ 101.6 $ 6.0 6 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 433 387 46 12 Commercial 498 469 29 6 Industrial 135 127 8 6 Governmental 234 218 16 7 --------- --------- ------- Total retail 1,300 1,201 99 8 Sales for resale 101 104 (3) (3) --------- --------- ------- Total 1,401 1,305 96 7 ========= ========= ======= Six Months Ended Increase/ Description 1994 1993 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 61.6 $ 54.0 $ 7.6 14 Commercial 80.1 74.8 5.3 7 Industrial 13.1 12.0 1.1 9 Governmental 29.0 27.4 1.6 6 --------- --------- ------- Total retail 183.8 168.2 15.6 9 Sales for resale 4.5 5.8 (1.3) (22) Other (1.8) 7.0 (8.8) (126) --------- --------- ------- Total $ 186.5 $ 181.0 $ 5.5 3 ========= ========= ======= Billed Electric Energy Sales (Millions of KWH): Residential 800 714 86 12 Commercial 955 906 49 5 Industrial 254 237 17 7 Governmental 445 420 25 6 --------- --------- ------- Total retail 2,454 2,277 177 8 Sales for resale 130 185 (55) (30) --------- --------- ------- Total 2,584 2,462 122 5 ========= ========= ======= SYSTEM ENERGY RESOURCES, INC. BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited)
1994 1993 (In Thousands) ASSETS Utility Plant: Electric $3,027,236 $3,027,537 Electric plant under lease 438,136 437,941 Construction work in progress 43,941 41,442 Nuclear fuel under capital lease 63,899 79,625 ---------- ---------- Total 3,573,212 3,586,545 Less - accumulated depreciation 718,198 669,666 ---------- ---------- Utility plant - net 2,855,014 2,916,879 ---------- ---------- Other Investments: Decommissioning trust fund 28,734 24,787 ---------- ---------- Current Assets: Cash and cash equivalents: Cash - 2,424 Temporary cash investments - at cost, which approximates market: Associated companies 65,563 46,601 Other 112,244 147,107 ---------- ---------- Total cash and cash equivalents 177,807 196,132 Accounts receivable: Associated companies 70,458 57,216 Other 3,908 2,057 Materials and supplies - at average cost 71,982 69,765 Recoverable income taxes 60,000 63,400 Prepayments and other 6,228 4,835 ---------- ---------- Total 390,383 393,405 ---------- ---------- Deferred Debits and Other Assets: Recoverable income taxes 5,741 29,289 SFAS 109 regulatory asset - net 385,844 384,317 Unamortized loss on reacquired debt 56,718 17,258 Other 130,589 125,131 ---------- ---------- Total 578,892 555,995 ---------- ---------- TOTAL $3,853,023 $3,891,066 ========== ========== See Notes to Financial Statements.
SYSTEM ENERGY RESOURCES, INC. BALANCE SHEETS June 30, 1994 and December 31, 1993 (Unaudited) 1994 1993 (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, no par value, authorized 1,000,000 shares; issued and outstanding 789,350 shares in 1994 and 1993 $789,350 $789,350 Paid-in capital 7 7 Retained earnings 196,036 228,574 ---------- ---------- Total common shareholder's equity 985,393 1,017,931 Long-term debt 1,542,648 1,511,914 ---------- ---------- Total 2,528,041 2,529,845 ---------- ---------- Other Noncurrent Liabilities: Obligations under capital leases 8,898 24,679 Other 18,375 18,229 ---------- ---------- Total 27,273 42,908 ---------- ---------- Current Liabilities: Currently maturing long-term debt 200,000 230,000 Accounts payable: Associated companies 9,587 1,928 Other 23,781 18,223 Taxes accrued 10,032 20,952 Interest accrued 42,352 48,929 Obligations under capital leases 55,000 55,000 Other 1,136 2,805 ---------- ---------- Total 341,888 377,837 ---------- ---------- Deferred Credits: Accumulated deferred income taxes 782,702 775,630 Accumulated deferred investment tax credits 112,111 113,849 Other 61,008 50,997 ---------- ---------- Total 955,821 940,476 ---------- ---------- Commitments and Contingencies (Notes 1 and 2) TOTAL $3,853,023 $3,891,066 ========== ========== See Notes to Financial Statements.
SYSTEM ENERGY RESOURCES, INC. STATEMENTS OF INCOME For the Three and Six Months Ended June 30, 1994 and 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 1994 1993 (In Thousands) Operating Revenues $151,219 $153,527 $299,066 $318,157 -------- -------- -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 12,234 15,229 24,221 30,342 Other operation and maintenance 25,951 26,258 47,491 47,355 Depreciation and decommissioning 22,998 22,742 45,967 45,418 Taxes other than income taxes 6,645 6,661 13,518 12,880 Income taxes 17,612 17,098 37,748 40,292 -------- -------- -------- -------- Total 85,440 87,988 168,945 176,287 -------- -------- -------- -------- Operating Income 65,779 65,539 130,121 141,870 -------- -------- -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 312 160 634 261 Miscellaneous - net 1,517 1,678 2,616 3,046 Income taxes 681 953 (1,039) 2,290 -------- -------- -------- -------- Total 2,510 2,791 2,211 5,597 -------- -------- -------- -------- Interest Charges: Interest on long-term debt 40,697 46,034 81,874 92,396 Other interest - net 2,760 1,121 4,457 2,206 Allowance for borrowed funds used during construction (380) (93) (760) (185) -------- -------- -------- -------- Total 43,077 47,062 85,571 94,417 -------- -------- -------- -------- Net Income $25,212 $21,268 $46,761 $53,050 ======== ======== ======== ======== See Notes to Financial Statements.
SYSTEM ENERGY RESOURCES, INC. STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1994 and 1993 (Unaudited)
1994 1993 (In Thousands) Operating Activities: Net income $46,761 $53,050 Noncash items included in net income: Depreciation and decommissioning 45,967 45,418 Deferred income taxes and investment tax credits 8,689 8,763 Allowance for equity funds used during construction (634) (261) Amortization of debt discount 3,424 2,229 Changes in working capital: Receivables (15,093) 6,063 Accounts payable 13,217 (6,609) Taxes accrued (10,920) 3,480 Interest accrued (6,577) (265) Other working capital accounts (5,279) (3,513) Recoverable income taxes 26,948 26,204 Decommissioning trust contributions (2,503) (2,445) Other 8,867 13,788 -------- -------- Net cash flow provided by operating activities 112,867 145,902 -------- -------- Investing Activities: Construction expenditures (4,280) (5,311) Allowance for equity funds used during construction 634 261 Nuclear fuel purchases (54) - -------- -------- Net cash flow used in investing activities (3,700) (5,050) -------- -------- Financing Activities: Proceeds from the issuance of first mortgage bonds 59,410 60,000 Retirement of first mortgage bonds (60,000) (60,000) Premium and expenses paid on refinancing sale/leaseback bonds (47,602) - Common stock dividends paid (79,300) (63,800) -------- -------- Net cash flow used in financing activities (127,492) (63,800) -------- -------- Net increase (decrease) in cash and cash equivalents (18,325) 77,052 Cash and cash equivalents at beginning of period 196,132 181,795 -------- -------- Cash and cash equivalents at end of period $177,807 $258,847 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid (received) during the period for: Interest - net of amount capitalized $88,723 $92,638 Income taxes (refund) $4,730 ($6,741) Noncash investing and financing activities: Excess of fair value of decommissioning trust $291 - assets over amount invested See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES ARKANSAS POWER & LIGHT COMPANY GULF STATES UTILITIES COMPANY LOUISIANA POWER & LIGHT COMPANY MISSISSIPPI POWER & LIGHT COMPANY NEW ORLEANS PUBLIC SERVICE INC. SYSTEM ENERGY RESOURCES, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1. COMMITMENTS AND CONTINGENCIES Cajun - River Bend Entergy Corporation and GSU GSU has significant business relationships with Cajun Electric Power Cooperative, Inc. (Cajun), including co-ownership of River Bend and Big Cajun 2 Unit 3. GSU and Cajun own 70% and 30% of River Bend, respectively, while Big Cajun 2 Unit 3 is owned 42% and 58% by GSU and Cajun, respectively. GSU operates River Bend, and Cajun operates Big Cajun 2 Unit 3. In June 1989, Cajun filed a civil action against GSU in the U. S. District Court for the Middle District of Louisiana. Cajun stated in its complaint that the object of the suit is to annul, rescind, terminate, and/or dissolve the Joint Ownership Participation and Operating Agreement entered into on August 28, 1979 (Operating Agreement) relating to River Bend. Cajun alleges fraud and error by GSU, breach of its fiduciary duties owed to Cajun, and/or GSU's repudiation, renunciation, abandonment, or dissolution of its core obligations under the Operating Agreement, as well as the lack or failure of cause and/or consideration for Cajun's performance under the Operating Agreement. The suit seeks to recover Cajun's alleged $1.6 billion investment in the unit as damages, plus attorneys' fees, interest, and costs. Two member cooperatives of Cajun have brought an independent action to declare the Operating Agreement void, based upon failure to get prior LPSC approval alleged to be necessary. GSU believes the suits are without merit and is contesting them vigorously. A trial without jury on the portion of the suit by Cajun to rescind the Operating Agreement began on April 12, 1994, and is continuing. No assurance can be given as to the outcome of this litigation. If GSU were ultimately unsuccessful in this litigation and were required to make substantial payments, GSU would probably be unable to make such payments and would probably have to seek relief from its creditors under the Bankruptcy Code. If GSU prevails in this litigation, no assurance can be provided that Cajun's weak financial condition will allow funding of all required costs of Cajun's ownership in River Bend. See pages 103 and 180 of the Form 10-K for the accounting treatment of preacquisition contingencies in connection with the Merger, including any charge resulting from an adverse resolution in the Cajun - River Bend litigation. In July 1992, Cajun notified GSU that it would fund a limited amount of costs related to the fourth refueling outage at River Bend, completed in September 1992. Cajun has also not funded its share of the costs associated with certain additional repairs and improvements at River Bend completed during that refueling outage. GSU has paid the costs associated with such repairs and improvements without waiving any rights against Cajun. GSU believes that Cajun is obligated to pay its share of such costs under the terms of the applicable contract. Cajun has filed a suit seeking a declaration that it does not owe such funds and seeking injunctive relief against GSU. GSU is contesting such suit. In September 1992, GSU received a letter from Cajun alleging that the operating and maintenance costs for River Bend are "far in excess of industry averages" and that "it would be imprudent for Cajun to fund these excessive costs." Cajun further stated that until it is satisfied it would fund a maximum of $700,000 per week under protest during the remainder of 1992. In a December 1992 letter, Cajun stated that it would also withhold costs associated with certain additional repairs, the majority of which were incurred during the fifth refueling outage completed in July 1994. GSU believes that Cajun's allegations are without merit and is considering its legal and other remedies available with respect to the underpayments by Cajun. The total resulting from Cajun's failure to fund repair projects, Cajun's funding limitation on refueling outages, and the weekly funding limitation by Cajun was $37 million as of June 30, 1994, compared with $33.3 million as of December 31, 1993. These amounts are reflected in long-term receivables. GSU has been informed that Cajun has had serious financial problems including the recent finding of imprudence by the LPSC on Cajun's participation in the River Bend nuclear project. During 1994, and for the next several years, it is expected that Cajun's share of River Bend-related costs will be in the range of $60 million to $70 million per year. Cajun's weak financial condition could have a material adverse effect on GSU, including a possible NRC action with respect to the operation of River Bend and a need to bear additional costs associated with the co-owned facilities. If GSU is required to fund Cajun's share of costs, there can be no assurance that such payments will be recovered. Cajun's weak financial condition could also affect the ultimate collectibility of amounts owed to GSU, including any amounts awarded in litigation. Cajun - Transmission Service Entergy Corporation and GSU GSU and Cajun are parties to FERC proceedings related to transmission service charge disputes. In April 1992, FERC issued a final order. In May 1992, GSU and Cajun filed motions for rehearings which are pending consideration by FERC. In June 1992, GSU filed a petition for review in the United States Court of Appeals regarding certain of the issues decided by FERC. In August 1993, the United States Court of Appeals rendered an opinion reversing the FERC order regarding the portion of such disputes relating to the calculations of certain credits and equalization charges under GSU's service schedules with Cajun. The opinion remanded the issues to FERC for further proceedings consistent with its opinion. In January 1994, FERC denied GSU's request to collect a surcharge while FERC considers the court's remand, which GSU has appealed. GSU interprets the FERC order and the United States Court of Appeals' decision to mean that Cajun would owe GSU approximately $90 million as of June 30, 1994. GSU further estimates that if it prevails in its May 1992 motion for rehearing, Cajun would owe GSU approximately $125 million as of June 30, 1994. If Cajun were to prevail in its May 1992 motion for rehearing to FERC, and if GSU were not to prevail in its May 1992 motion for rehearing to FERC, and if FERC does not implement the court's remand as GSU contends is required, GSU estimates it would owe Cajun ap proximately $81 million as of June 30, 1994. The above amounts are exclusive of a $7.3 million payment by Cajun on December 31, 1990, which the parties agreed to apply to the disputed transmission service charges. GSU and Cajun further agreed that their positions at FERC would remain unaffected by the $7.3 million payment. Pending FERC's ruling on the May 1992 motions for rehearing, GSU has continued to bill Cajun utilizing the historical billing methodology and has booked underpaid transmission charges, including interest, in the amount of $151 million as of June 30, 1994. This amount is reflected in long- term receivables and in other deferred credits, with no effect on net income. Financial Condition GSU Although GSU received partial rate relief relating to River Bend, GSU's financial position was strained from 1986 to 1990 by its inability to earn a return on and fully recover its investment and other costs associated with River Bend. GSU's financial position has continued to improve; however, issues to be finally resolved in PUCT rate proceedings and appeals thereof, as discussed in Note 2, combined with the application of accounting standards, may result in substantial write-offs and charges that could result in substantial net losses being reported in 1994, and subsequent periods, with resulting substantial adverse adjustments to common shareholder's equity. Future earnings will continue to be adversely affected by the lack of full recovery and return on the investment and other costs associated with River Bend. Capital Requirements and Financing Entergy, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy Construction expenditures (excluding nuclear fuel) for the years 1994, 1995, and 1996, and long-term debt and preferred stock maturities and cash sinking fund requirements for the period 1994-1996, are estimated to total (in millions): Long-term Debt and Construction Expenditures Preferred Stock Maturities and Cash Sinking Fund Requirements 1994 1995 1996 1994-1996 Entergy $629 $560 $550 $1,415 AP&L $181 $172 $175 $112 GSU $140 $128 $119 $215 LP&L $134 $143 $142 $165 MP&L $130 $63 $63 $228 NOPSI $25 $26 $26 $ 81 System Energy $18 $22 $23 $615 The System plans to meet the above requirements with internally generated funds, including collections under the System operating companies' rate phase-in plans, and cash on hand, supplemented by the issuance of long-term debt and preferred stock. See pages 130-131, 205-206, 240-241, 271-272, and 301 of the Form 10-K and Notes 4 and 5 for information on the possible issuance of preferred stock, common stock, and long-term debt, and the possible retirement, redemption, purchase, or other acquisition of outstanding securities by the System operating companies and System Energy. Nuclear Insurance, Spent Nuclear Fuel, and Decommissioning Costs Entergy Corporation, AP&L, GSU, LP&L, and System Energy See pages 96-97, 133-134, 174-175, 208, and 304 of the Form 10-K for information on nuclear liability, property and replacement power insurance, and related NRC regulations. See pages 97-98, 134, 175, 208-209, and 304-305 of the Form 10-K for information on the disposal of spent nuclear fuel, other high-level radioactive waste, and decommissioning costs associated with ANO, River Bend, Waterford 3, and Grand Gulf 1. Decommissioning costs for ANO, Waterford 3, and Grand Gulf 1 have been recently revised to be approximately $806.3 million, $320.1 million, and $365.9 million, respectively. In March 1994, AP&L filed with the APSC an interim update of the ANO cost study, which reflected significant increases in costs of low-level radioactive waste disposal. AP&L expects to include the updated costs in an annual decommissioning cost rate rider to be submitted for approval to the APSC during the fourth quarter of 1994. As of January 1994, LP&L began funding $4.8 million annually to fund the increased estimated costs for decommissioning Waterford 3. LP&L plans to file its recently revised cost study in connection with the LPSC's investigation of LP&L's rates (see Note 2). ANO Matters Entergy Corporation and AP&L See pages 30, 77, and 123 of the Form 10-K for information on leaks in certain steam generator tubes at ANO 2 that were discovered and repaired during an outage in March 1992. During a refueling outage in September 1992, a comprehensive inspection of all steam generator tubing was conducted and necessary repairs were made. During a mid-cycle outage in May 1993, a scheduled special inspection of certain steam generator tubing was conducted by Entergy Operations, and additional repairs were made. Entergy Operations operated ANO 2 with no further steam generator inspections until the refueling outage that was completed on April 23, 1994. Inspections during the outage revealed additional cracks; however, most were smaller than those seen in earlier inspections, except for one relatively large crack. Based upon results of these inspections and an inconclusive pressure test, Entergy Operations plans to inspect the steam generator tubes during a mid-cycle outage tentatively scheduled for January 1995. The operations and power output of the unit have not been materially adversely affected. Environmental Issues GSU GSU has been notified by the U. S. Environmental Protection Agency (EPA) that it has been designated as a potentially responsible party for the cleanup of sites on which GSU and others have or have been alleged to have disposed of material designated as hazardous waste. GSU is currently negotiating with the EPA and state authorities regarding the cleanup of some of these sites. Several class action and other suits have been filed in state and federal courts seeking relief from GSU and others for damages caused by the disposal of hazardous waste and for asbestos-related disease allegedly resulting from exposure on GSU premises. While the amounts at issue in the cleanup efforts and suits may be substantial, GSU believes that its results of operations and financial condition will not be materially affected by the outcome of the suits. As of June 30, 1994, GSU has accrued cumulative amounts related to the cleanup of six sites at which GSU has been designated a potentially responsible party, totaling $25.2 million since 1990. Through June 30, 1994, GSU has expensed $7.1 million cumulatively on the cleanup, resulting in a remaining liability of $18.1 million as of June 30, 1994. Waterford 3 Lease Obligations LP&L In September 1989, LP&L entered into three substantially identical, but entirely separate, transactions for the sale and leaseback of three undivided portions (aggregating approximately 9.3%) of its 100% ownership interest in Waterford 3. See pages 210-211 of the Form 10-K and Note 5 below for information. Upon the occurrence of certain events, LP&L may be obligated to pay amounts sufficient to permit the Owner Participants to withdraw from the lease transactions, and LP&L may be required to assume the outstanding bonds issued by the Owner Trustee to finance, in part, its acquisition of the undivided interests in Waterford 3. These events include failure, at specified dates, to maintain equity capital of at least 30% of adjusted capitalization and a fixed charge coverage ratio of at least 1.50. As of June 30, 1994, LP&L's total equity capital (including preferred stock) was 49.32% of adjusted capitalization, and its fixed charge coverage ratio was 3.30. Reimbursement Agreement System Energy Under the provisions of the Reimbursement Agreement, as amended, and letters of credit related to the Grand Gulf 1 sale and leaseback transactions, System Energy has agreed to a number of covenants relating to the maintenance of equity at not less than 33%, and common equity at not less than 29%, of adjusted capitalization, and a fixed charge coverage ratio of at least 1.60. As of June 30, 1994, System Energy's equity and common equity, in each case, approximated 34% of its adjusted capitalization, and its fixed charge coverage ratio was 1.91. Failure by System Energy to perform its covenants under the Reimbursement Agreement could give rise to a draw under the letters of credit and/or an early termination of the letters of credit. If such letters of credit were not replaced in a timely manner, a default under System Energy's related leases could result. See Note 2, "FERC Audit - Proposed Settlement," for information on a proposed settlement, which, if ultimately sustained and implemented, would cause System Energy to fall below the required equity and fixed charge coverage covenant levels. System Energy has obtained the consent of the banks (parties to the reimbursement agreement) to waive these covenants, for the 12-month period beginning with the earlier of a write-off or the first refund, if such write-off or refund occurs prior to December 31, 1994. System Energy believes the conditions included in the proposed settlement are covered by the waiver. The waiver is conditioned upon System Energy not paying any common stock dividends to Entergy Corporation until the equity ratio covenant is once again met. If the proposed settlement had been in effect as of June 30, 1994, System Energy's common equity would have been approximately 32.52% of its adjusted capitalization, and its fixed charge coverage ratio would have been approximately 1.28. System Energy expects that by the end of the 12 month waiver period, it will be in compliance with the equity and fixed charge covenants. Also, see pages 296-297 of the Form 10-K for further information. System Fuels AP&L, LP&L, MP&L, NOPSI, and System Energy See pages 133, 207, 242-243, 274, and 305 of the Form 10-K for information on certain commitments and contingencies of System Fuels, and related commitments and contingencies of AP&L, LP&L, MP&L, NOPSI, and System Energy, respectively, in connection with System Fuels' fuel procurement programs. Other Entergy Corporation and System Energy See pages 96 and 302 of the Form 10-K for information on Entergy Corporation's commitments to System Energy under the Capital Funds Agreement. AP&L, LP&L, MP&L, NOPSI, and System Energy See pages 302-303 of the Form 10-K for information on System Energy relating to the Unit Power Sales, Availability, and Reallocation Agreements. See also pages 132-133, 206-207, 242, and 273-274 of the Form 10-K for information on commitments and potential liabilities of AP&L, LP&L, MP&L, and NOPSI, respectively, relating to these agreements. NOTE 2. RATE AND REGULATORY MATTERS River Bend Entergy Corporation and GSU In May 1988, the PUCT granted GSU a permanent increase in annual revenues of $59.9 million resulting from the inclusion in rate base of approximately $1.6 billion of company-wide River Bend plant investment and approximately $182 million of related Texas retail jurisdiction deferred River Bend costs (Allowed Deferrals). In addition, the PUCT disallowed as imprudent $63.5 million of company-wide River Bend plant costs and placed in abeyance, with no finding of prudence, approximately $1.4 billion of company-wide River Bend plant investment and approximately $157 million of Texas retail jurisdiction deferred River Bend operating and carrying costs. The PUCT affirmed that the ultimate rate treatment of such amounts would be subject to future demonstration of the prudence of such costs. GSU and intervening parties appealed this order (Rate Appeal) and GSU filed a separate rate case asking that the abeyed River Bend plant costs be found prudent (Separate Rate Case). Intervening parties filed suit in a Texas district court to prohibit the Separate Rate Case. The district court's decision was ultimately appealed to the Texas Supreme Court, which ruled in 1990 that the prudence of the purported abeyed costs could not be relitigated in a separate rate proceeding. The Texas Supreme Court's decision stated that all issues relating to the merits of the original PUCT order, including the prudence of all River Bend- related costs, should be addressed in the Rate Appeal. In October 1991, the Texas district court in the Rate Appeal issued an order holding that, while it was clear the PUCT made an error in assuming it could set aside $1.4 billion of the total costs of River Bend and consider them in a later proceeding, the PUCT, nevertheless, found that GSU had not met its burden of proof related to the amounts placed in abeyance. The court also ruled that the Allowed Deferrals should not be included in rate base under a 1991 decision regarding El Paso Electric Company's similar deferred costs. The court further stated that the PUCT had erred in reducing GSU's deferred costs by $1.50 for each $1.00 of revenue collected under the interim rate increases authorized in 1987 and 1988. The court remanded the case to the PUCT with instructions as to the proper handling of the Allowed Deferrals. GSU's motion for rehearing was denied and, in December 1991, GSU filed an appeal of the October 1991 district court order. The PUCT also appealed the October 1991 district court order, which served to supersede the district court's judgment, rendering it unenforceable under Texas law. In September 1993, the Texas Third District Court of Appeals (the Appellate Court) remanded the October 1991 district court decision to the PUCT "to reexamine the record evidence to whatever extent necessary to render a final order supported by substantial evidence and not inconsistent with our opinion." The Appellate Court held that the PUCT's failure to include the company-wide $1.4 billion of River Bend construction costs in rate base was not based on substantial evidence. The Appellate Court also held that GSU's deferred operating and maintenance costs associated with the allowed portion of River Bend should be included in rate base, but that its deferred River Bend carrying costs should not be included in rate base. In May 1994, the Appellate Court withdrew its September 1993 opinion and entered a substitute opinion, changing its earlier decision concerning the $1.4 billion of abeyed construction costs and affirming the district court's decision that there was substantial evidence to support the PUCT's 1988 decision not to include those costs in GSU's rate base. While acknowledging that the PUCT had exceeded its authority when it attempted to defer a decision on the inclusion of those costs in rate base in order to allow GSU a further opportunity to demonstrate the prudence of those costs in a subsequent proceeding, the Appellate Court found that GSU had suffered no harm or lack of due process as a result of the PUCT's error. Accordingly, the Appellate Court held that the PUCT's action had the effect of disallowing the company-wide $1.4 billion of River Bend construction costs for ratemaking purposes. In its substituted opinion, the Appellate Court repeated its earlier decision that GSU's deferred operating and maintenance costs associated with the allowed portion of River Bend should be included in rate base, but that its deferred River Bend carrying costs should not be included in rate base. Since the PUCT had included both carrying costs and operating and maintenance costs in GSU's rate base, the Appellate Court remanded the case to the PUCT on this issue. The Appellate Court's substituted opinion was entered by two judges, with a third judge dissenting. The dissenting opinion states that the result of the majority opinion is, among other things, to deprive GSU of due process at the PUCT because the PUCT never reached a finding on the $1.4 billion of construction costs. In June 1994, the Texas Supreme Court decided three cases involving the inclusion of deferred costs in rate base. The Texas Supreme Court held that there is no distinction between the treatment of deferred carrying costs and deferred operating and maintenance costs, and that such costs capitalized pursuant to a PUCT deferred accounting order may be included in rate base through a subsequent rate case to the extent that they are found to have been prudently and reasonably incurred, that they are related to property used and useful in providing service, and that inclusion of those costs in rate base is necessary to preserve the utility's financial integrity. This test differs from the test applied by the Appellate Court in its substituted opinion, and GSU has asked the Appellate Court to reconsider its opinion in light of these Texas Supreme Court cases. GSU has also asked the Appellate Court to reconsider its substituted opinion as to the $1.4 billion in River Bend construction costs. Barring further review by the Appellate Court, GSU will appeal the Appellate Court's decision to the Texas Supreme Court on both issues. As of June 30, 1994, the River Bend plant costs disallowed for retail ratemaking purposes in Texas, the River Bend plant costs held in abeyance, and the related cost deferrals totaled (net of taxes) approximately $14 million, $295 million (both net of depreciation), and $170 million, respectively. Allowed Deferrals were approximately $92 million, net of taxes and amortization, as of June 30, 1994. GSU estimates it has collected approximately $148 million of revenues as of June 30, 1994, as a result of the originally ordered rate treatment by the PUCT of these deferred costs. If recovery of the Allowed Deferrals is not upheld, future revenues based upon those allowed deferrals could also be lost, and no assurance can be given as to whether or not refunds of revenue received based upon such deferred costs previously recorded will be required. No assurance can be given as to the timing or outcome of the remands or appeals described above. Pending further developments in these cases, GSU has made no write-offs for the River Bend- related costs. Management believes, based on advice from Clark, Thomas & Winters, a Professional Corporation, legal counsel of record in the Rate Appeal, that it is reasonably possible that the case will be remanded to the PUCT, and the PUCT will be allowed to rule on the prudence of the abeyed River Bend plant costs. Rate Caps imposed by the PUCT's regulatory approval of the Merger could result in GSU being unable to use the full amount of a favorable decision to immediately increase rates; however, a favorable decision could permit some increases and/or limit or prevent decreases during the period the Rate Caps are in effect. At this time, management and legal counsel are unable to predict the amount, if any, of the abeyed and previously disallowed River Bend plant costs that ultimately may be disallowed by the PUCT. A net of tax write-off as of June 30, 1994, of up to $309 million could be required based on an ultimate adverse ruling by the PUCT on the abeyed and disallowed costs. In prior proceedings, the PUCT has held that the original cost of nuclear power plants will be included in rates to the extent those costs were prudently incurred. Based upon the PUCT's prior decisions, management believes that its River Bend construction costs were prudently incurred and that it is reasonably possible that it will recover in rate base, or otherwise through means such as a deregulated asset plan, all or substantially all of the abeyed River Bend plant costs. However, management also recognizes that it is reasonably possible that not all of the abeyed River Bend plant costs may ultimately be recovered. As part of its direct case in the Separate Rate Case, GSU filed a cost reconciliation study prepared by Sandlin Associates, management consultants with expertise in the cost analysis of nuclear power plants, which supports the reasonableness of the River Bend costs held in abeyance by the PUCT. This reconciliation study determined that approximately 82% of the River Bend cost increase above the amount included by the PUCT in rate base was a result of changes in federal nuclear safety requirements and provided other support for the remainder of the abeyed amounts. There have been four other rate proceedings in Texas involving nuclear power plants. Investment in the plants ultimately disallowed ranged from 0% to 15%. Each case was unique, and the disallowances in each were made on a case-by-case basis for different reasons. Appeals of most, if not all, of these PUCT decisions are currently pending. The following factors support management's position that a loss contingency requiring accrual has not occurred, and its belief that all, or substantially all, of the abeyed plant costs will ultimately be recovered: 1. The $1.4 billion of abeyed River Bend plant costs have never been ruled imprudent and disallowed by the PUCT. 2. Sandlin Associates' analysis which supports the prudence of substantially all of the abeyed construction costs. 3. Historical inclusion by the PUCT of prudent construction costs in rate base. 4. The analysis of GSU's internal legal staff, which has considerable experience in Texas rate case litigation. Additionally, management believes, based on advice from Clark, Thomas, & Winters, a Professional Corporation, legal counsel of record in the Rate Appeal, that it is reasonably possible that the Allowed Deferrals will continue to be recovered in rates. Management also believes, based on advice from Clark, Thomas, & Winters, a Professional Corporation, legal counsel of record in the Rate Appeal, that it is reasonably possible that the deferred costs related to the $1.4 billion of abeyed River Bend plant costs will be recovered in rates to the extent that the $1.4 billion of abeyed River Bend plant is recovered. However, a write-off of the $170 million of deferred costs related to the $1.4 billion of abeyed River Bend plant costs would be required if they are not allowed to be recovered in rates. See pages 103 and 180 of the Form 10-K for the accounting treatment of preacquisition contingencies, including any River Bend write-down. FERC Audit - Proposed Settlement Entergy Corporation and System Energy In December 1990, FERC Division of Audits issued an audit report for System Energy for the years 1986 through 1988. The report recommended that System Energy (1) write off, and not recover in rates, approximately $95 million of Grand Gulf 1 costs included in utility plant related to certain System income tax allocation procedures alleged to be inconsistent with FERC's accounting requirements, and (2) compute refunds for the years 1987 to date to correct for resulting overcollections from AP&L, LP&L, MP&L, and NOPSI. In August 1992, FERC issued an opinion and order (August 4 Order) which found that System Energy overstated its Grand Gulf 1 utility plant account by approximately $95 million as indicated in FERC's report. The order required System Energy to make adjusting accounting entries and refunds, with interest, to AP&L, LP&L, MP&L, and NOPSI within 90 days from the date of the order. System Energy filed a request for rehearing, and in October 1992, FERC issued an order allowing additional time for its consideration of the request. In addition, it deferred System Energy's refund obligation until 30 days after FERC issues an order on rehearing. In June 1994, System Energy, AP&L, LP&L, MP&L, and NOPSI reached a tentative settlement with the FERC staff and other parties. The proposed settlement, which is subject to approval by FERC, would require System Energy to refund or credit approximately $60 million to AP&L, LP&L, MP&L, and NOPSI, which would in turn make refunds to their customers (except for those portions attributable to AP&L's and LP&L's retained share of Grand Gulf 1 costs). Additionally, System Energy would refund or credit a total of approximately $62 million, plus interest, to AP&L, LP&L, MP&L, and NOPSI over the period through July 2004. The proposed settlement would also require the write-off of certain related unamortized balances of deferred investment tax credits by AP&L, LP&L, MP&L, and NOPSI. Had the proposed settlement been effective in the second quarter of 1994, it would have reduced Entergy Corporation's consolidated net income for the quarter and six months ended June 30, 1994, by approximately $71.5 million, partially offset by the write-off of the unamortized balances of related deferred investment tax credits of approximately $66.5 million ($27.3 million for AP&L; $31.5 million for LP&L; $6 million for MP&L; and $1.7 million for NOPSI). Pursuant to the proposed settlement, System Energy would also reclassify from utility plant to other deferred debits approximately $81 million of other Grand Gulf 1 costs. Although excluded from rate base, System Energy would be permitted to recover such costs over a 10 year period. Interest on the $62 million refund and the loss of the return on the $81 million of other Grand Gulf 1 costs will reduce Entergy's and System Energy's net income by approximately $10 million annually over the next 10 years. System Energy currently plans to file with FERC for approval of the proposed settlement in August 1994. However, there can be no assurance that FERC will ultimately approve the settlement in its current form. As a result of the charges associated with the refunds, System Energy requires the consent of certain banks (parties to the reimbursement agreements) to temporarily waive the fixed charge coverage and equity ratio covenants in the letters of credit and reimbursement agreement related to the Grand Gulf 1 sale and leaseback transaction. System Energy has obtained the consent of the banks to waive these covenants, for the 12-month period beginning with the earlier of a write-off or the first refund, if such refund occurs prior to December 31, 1994. System Energy believes the conditions included in the proposed settlement are covered by the waiver. The waiver is conditioned upon System Energy not paying any common stock dividends to Entergy Corporation until the equity ratio covenant is once again met. Absent a waiver, System Energy's failure to perform these covenants could cause a draw under the letters of credit and/or early termination of the letters of credit. If the letters of credit were not replaced in a timely manner, a default or early termination of System Energy's leases could result. Texas Cities Rate Settlement Entergy Corporation and GSU In June 1993, 13 cities within GSU's Texas service area instituted an investigation to determine whether GSU's current rates were justified. In October 1993, the general counsel of the PUCT instituted an inquiry into the reasonableness of GSU's rates. In November 1993, a settlement agreement was filed with the PUCT which provides for an initial reduction in GSU's annual retail base revenues in Texas of approximately $22.5 million effective for electric usage on or after November 1, 1993, and a second reduction of $20 million to be effective September 1994. Pursuant to the settlement, GSU reduced rates with a $20 million one-time bill credit in December 1993, and refunded approximately $3 million to Texas retail customers on bills rendered in December 1993. The PUCT approved the settlement agreement on July 21, 1994. The cities' rate inquiries were settled earlier on the same terms. Filings with the PUCT and Texas Cities Entergy Corporation and GSU In March 1994, the Texas Office of Public Utility Counsel and certain cities served by GSU instituted a second investigation of the reasonableness of GSU's rates. In June 1994, GSU provided the Cities with information GSU believes supports the current rate level in compliance with their March 1994 investigation. GSU filed the same information with the PUCT in June 1994, pursuant to provisions of the Merger agreement. In August 1994, the Cities' consultants issued a report that indicated GSU's current rates were approximately $40 to $50 million in excess of current requirements. GSU can provide no assurance as to the ultimate outcome in this matter; however, any rate reduction could be retroactive to March 31, 1994. A final determination by the cities that GSU's rates should be reduced can be appealed by GSU to the PUCT. GSU intends to vigorously oppose any reductions in current rates. Louisiana GSU Previous rate orders of the LPSC related to the River Bend phase-in plan have been appealed, and pending resolution of various appellate proceedings, GSU has made no write-off for the disallowance of $30.6 million of rate deferrals that GSU recorded for the period December 16, 1987, through February 18, 1988. LPSC Investigation Entergy Corporation, GSU, and LP&L In response to a preliminary report of the LPSC indicating that the rates of return on equity of several electric utilities subject to the LPSC's jurisdiction may be too high, GSU provided the LPSC with information GSU believes supports the current rate level. In September 1993, the LPSC deferred review of GSU's base rates until the first post-Merger earnings analysis is filed in accordance with the LPSC Merger approval. In May 1994, GSU made the required first post-Merger earnings analysis filing with the LPSC, which GSU believes supports the current level of rates. Recognizing that LP&L was subject to a rate freeze until March 1994, the LPSC requested LP&L to explain its "relatively high cost of debt" compared to other electric utilities subject to LPSC jurisdiction. LP&L responded to this request, and in an August 1993 report to the LPSC, the LPSC's legal consultants acknowledged LP&L's rationale for its cost of debt in comparison to two other utilities subject to the LPSC's jurisdiction. In October 1993, the LPSC approved a schedule to conduct a review of LP&L's rates and rate structure upon the expiration of LP&L's rate freeze. Discovery is currently underway and hearings are scheduled to begin in December 1994. In August 1994, LP&L will file a cost of service analysis with the LPSC, which LP&L believes will support its current rate level. February 1994 Ice Storm Entergy Corporation, AP&L, and MP&L In early February 1994, an ice storm left more than 221,000 Entergy customers without electric power across the System's four- state service area. The storm was the most severe natural disaster ever to affect the System, causing damage to transmission and distribution lines, equipment, poles, and facilities in certain areas, primarily in Mississippi. Repair costs are currently estimated to be $114.6 million, $27.5 million, and $78.7 million for the System, AP&L, and MP&L, respectively with $83.8 million, $16.6 million, and $65.3 million of these amounts estimated to be capitalized as plant-related costs. The remaining balances have been charged against the respective companies' regulatory storm damage reserves, except for MP&L which recorded a deferred debit. Estimated construction expenditures (see Note 1) reflect the above amounts. On April 16, 1994, MP&L filed for rate recovery of costs related to the ice storm. MP&L's filing, as subsequently amended, requested recovery of the revenue requirement associated with MP&L's ice storm costs recorded through April 30, 1994. MP&L intends to make another ice storm rate filing with the MPSC by early 1995 to recover ice storm costs recorded by MP&L after April 30, 1994. In early August 1994, MP&L and the MPSC's Public Utilities Staff (MPUS) entered into a stipulation with respect to the recovery of ice storm costs recorded through April 30, 1994. Under the stipulation, which must be approved by the MPSC, MP&L will implement for five years, beginning in October 1994, an ice storm rider schedule that will increase rates approximately $8 million annually. At the end of the five year period, the revenue requirement associated with the undepreciated ice storm capitalized costs will be included in MP&L's base rates to the extent that this revenue requirement does not result in MP&L's rate of return on rate base being above the benchmark rate of return under MP&L's formula rate plan. NOPSI Rate Reduction/Credit Entergy Corporation and NOPSI See pages 27 and 266-268 of the Form 10-K for information regarding the 1991 NOPSI Settlement and a 1992 gas rate settlement. Under the terms of the 1991 NOPSI Settlement and a 1992 gas rate settlement, NOPSI agreed that during the period October 1, 1992 through October 31, 1996, the Council will have the right to investigate the appropriateness of NOPSI's rates if NOPSI's return on equity on its operations (calculated in accordance with the applicable provisions of the 1991 NOPSI Settlement and a 1992 gas rate settlement) for twelve month periods subsequent to September 30, 1992, were to exceed 13.76%, and after rate hearing(s), to impose a credit on NOPSI's customers' bills over the ensuing twelve month period in an amount that would have allowed NOPSI, during the relevant test year, to earn a return on equity incident to its operations of no less than 12.76%. On July 7, 1994, NOPSI and the Council agreed that, based on the test year ended September 30, 1993, NOPSI's earnings exceeded its revenue requirement by $24.95 million and in accordance with the terms of the 1991 NOPSI Settlement and a 1992 gas rate settlement, there would be a prospective base rate reduction for twelve months commencing July 14, 1994. The reduction, because of the rate freeze, will be accomplished by means of a credit (to be expressed on a per kwh basis) to customers' bills. The per kilowatt hour credit will be calculated by dividing test year overearnings by test year kwh consumption and applied to kilowatt hour usage during the period ending July 13, 1995. In the first quarter of 1994, NOPSI recorded a $14.3 million reserve for the anticipated revenue reduction, which reduced net income by $8.8 million (net of tax). The reserve will be reduced by the actual credits prospectively applied to customers bills in accordance with the terms of the July 7, 1994 agreement. Management believes that any rate investigation by the Council in accordance with the 1991 settlement agreement and a 1992 gas rate settlement which may propose a base rate reduction to be in effect after the expiration of the rate freeze should reflect, as an offset, any rate reduction credit then in effect as a result of overearnings during the rate freeze period. NOPSI can provide no assurance as to the level of return on common equity that will be achieved from operations, nor the amount of rate reduction/credit, if any, prior to or after the end of the rate freeze. NOPSI's earnings for the nine months ended June 30, 1994, are comparable to the earnings by NOPSI for the same period included in the test year ended September 30, 1993. LPSC Fuel Cost Review GSU In November 1993, the LPSC ordered a review of GSU's fuel costs. The LPSC stated that fuel costs for the period October 1988 through September 1991 (Phase 1) would be reviewed based on the number of outages at River Bend and the findings in the June 1993 PUCT fuel reconciliation case. In July 1994, the LPSC made a decision in the Phase 1 fuel review case and ordered GSU to refund approximately $27 million to its customers. Under the order, $13.1 million, which was not contested under a recent Louisiana Supreme Court decision as discussed below, is to be refunded immediately through a billing credit on August bills. The remaining portion of the LPSC ordered refund, which is being contested by GSU, is suspended to allow GSU 30 days to review the report of special counsel and request rehearing of this remaining portion. GSU will then be given an opportunity to address this remaining refund portion in the LPSC's August open session. Unless the LPSC amends its order in the August session, GSU plans to appeal the order. In February 1990, the LPSC disallowed the pass-through to ratepayers for the portion of GSU's cost to purchase power from Nelson Industrial Steam Company (NISCO) representing the excess of NISCO's purchase price of the units over GSU's depreciated cost of the units. GSU appealed the 1990 order. In March 1994, the Louisiana Supreme Court ruled in favor of the LPSC. GSU recorded an estimated refund provision of $13.1 million, before related income taxes of $5.3 million. PUCT Fuel Cost Review GSU For information on the June 1993 PUCT fuel reconciliation case, see page 164 of the Form 10-K. In June 1994, GSU filed a petition with the PUCT for the reconciliation of over- and under-recovery of fuel and purchased power expenses for the period October 1, 1991, through December 31, 1993, in accordance with the Texas merger settlement agreement. GSU is required to reconcile its fuel costs from the end of the period of its last fuel reconciliation through the Merger closing date to reflect the fuel and purchased power costs GSU incurred as a stand-alone company. GSU believes there was a net under-recovery of approximately $4.6 million for the period but has indicated that it does not propose to surcharge the under- recovery at this time. A prehearing conference was held on July 18, 1994, at which time a procedural schedule was adopted which provides for hearings to begin on January 9, 1995. NOTE 3. LINES OF CREDIT AND RELATED BORROWINGS See pages 89, 129, 169, 203, 239, 270, and 300 of the Form 10-K for information on Entergy Corporation's, the System operating companies', and System Energy's short-term borrowing authorizations, including the Money Pool, and certain limitations thereon, and lines of credit with banks. As of June 30, 1994, GSU had unused lines of credit for short-term borrowings of $5.0 million. On March 25, 1994, GSU received SEC authorization to participate in the Money Pool. GSU is authorized to effect short- term borrowings of up to $125 million, subject to increase to as much as $455 million after further SEC approval. On April 21, 1994, AP&L, LP&L, and MP&L received SEC approval to increase their short-term borrowing limits to $200 million (from $125 million), $200 million (from $125 million), and $113 million (from $100 million), respectively. As of June 30, 1994, Entergy Corporation and the System operating companies had outstanding short-term borrowings from the Money Pool and/or from banks as follows (in millions): Company Money Pool Banks Entergy Corporation - $43.0 AP&L $17.6 $34.0 GSU - - LP&L $55.0 $19.2 MP&L $30.9 $30.0 NOPSI - - NOTE 4. PREFERRED AND COMMON STOCK Entergy Corporation Entergy Corporation has a program to repurchase shares of its outstanding common stock either on the open market or through negotiated purchases or tender offers. Stock repurchases are made from time to time depending upon market conditions and authorization of the Entergy Corporation Board of Directors. During the first six months of 1994, 2,805,000 shares of common stock were repurchased and were accounted for as treasury stock using the average cost method, at a cost of $88.8 million. AP&L In the first quarter of 1994, AP&L redeemed, pursuant to sinking fund requirements, 200,000 shares of its 13.28% Series Preferred Stock, $25 par value. On June 1, 1994, AP&L redeemed, pursuant to sinking fund requirements, 80,000 shares of its 9.92% Series Preferred Stock, $25 par value. On July 1, 1994, AP&L redeemed, pursuant to sinking fund requirements, 20,000 shares of its 10.60% Series Preferred Stock, $100 par value. GSU GSU has requested, but has not yet received, SEC authorization to issue and sell, through December 31, 1995, up to $700 million aggregate principal amount of preferred stock and/or first mortgage bonds and medium term notes. The proceeds will be used for general corporate purposes and the repayment and/or redemption of certain outstanding securities. On March 15, 1994, GSU redeemed, pursuant to sinking fund requirements, 22,500 shares of its Adjustable Rate Series B Preferred Stock, $100 par value. LP&L In the first quarter of 1994, LP&L redeemed, pursuant to sinking fund requirements, 300,000 shares of its 12.64% Series Preferred Stock, $25 par value. On May 2, 1994, LP&L redeemed, pursuant to sinking fund requirements, 416 shares of its 14.72% Series Preferred Stock, $25 par value, which represented the remaining outstanding shares of this series. On July 1, 1994, LP&L redeemed, pursuant to sinking fund requirements, 240,000 shares of its 10.72% Series Preferred Stock, $25 par value. MP&L In the first quarter of 1994, MP&L redeemed, pursuant to sinking fund requirements, 70,000 shares of its 9.76% Series Preferred Stock, $100 par value, and 10,000 shares of its 12.00% Series Preferred Stock, $100 par value. On July 1, 1994, MP&L redeemed, pursuant to sinking fund requirements, 70,000 shares of its 9.00% Series Preferred Stock, $100 par value. NOPSI On March 1, 1994, NOPSI redeemed 15,000 shares of its 15.44% Series Preferred Stock, $100 par value. NOTE 5. LONG-TERM DEBT AP&L AP&L has received SEC authorization to enter into arrangements for the issuance and sale, through December 31, 1996, of up to $200 million aggregate principal amount of tax- exempt bonds. The proceeds of the sale have been or will be used to acquire and construct certain pollution control or sewage and solid waste disposal facilities at AP&L's generating plants or to refinance outstanding tax-exempt bonds issued for that purpose. On June 22, 1994, AP&L entered into arrangements with Pope County, Arkansas and Jefferson County, Arkansas for the issuance and sale by these counties of $19.5 million of 6.30% Pollution Control Revenue Refunding Bonds (Pope Bonds) due 2016 and $9.2 million of 6.30% Pollution Control Revenue Refunding Bonds (Jefferson Bonds) due 2018, respectively. Funds provided by the issuance of the Pope Bonds and Jefferson Bonds were used on July 15, 1994, to redeem $16.6 million of Pope County, Arkansas Pollution Control Revenue Bonds 7.35% due 2006, $2.9 million of Pope County, Arkansas Pollution Control Revenue Bonds 7.25% due 2008, and $9.2 million of Jefferson County, Arkansas Pollution Control Revenue Bonds 7.25% due 2008. On February 1, 1994, AP&L redeemed, pursuant to sinking fund requirements, $0.4 million of its 8.75% Series First Mortgage Bonds due 1998. On May 1, 1994, AP&L redeemed, pursuant to sinking fund requirements, $0.2 million of its 6.25% Series First Mortgage Bonds due 1996. GSU GSU has requested, but has not yet received, SEC authorization to issue and sell, through December 31, 1995, up to $700 million aggregate principal amount of its first mortgage bonds, medium term notes and/or preferred stock. The proceeds will be used for general corporate purposes and the repayment or redemption of certain outstanding securities. GSU has also requested SEC authorization to enter into arrangements for the issuance and sale, through December 31, 1995, of up to $250 million aggregate principal amount of tax-exempt bonds for the financing or refinancing of certain sewage and/or solid waste disposal facilities. The proceeds from the sale of tax-exempt bonds will be used to finance certain sewage and/or solid waste disposal or pollution control facilities or to refinance outstanding tax-exempt bonds issued for that purpose. In addition, GSU has requested, but has not yet received, SEC authorization to purchase or otherwise acquire its outstanding pollution control revenue bonds and/or industrial development revenue bonds through December 31, 1995. On July 1, 1994, GSU redeemed, pursuant to sinking fund requirements, $0.425 million of Iberville Parish 7.0% Series Pollution Control Revenue Bonds. LP&L LP&L has requested, but not yet received, SEC authorization to undertake, should LP&L decide to do so, the refunding of approximately $310 million of intermediate-term and long-term bonds issued by the Owner Trustee when it acquired interests in Waterford 3 in 1989. Such bonds became optionally redeemable in July 1994. During the first six months of 1994, LP&L redeemed, pursuant to sinking fund requirements, $0.2 million of various series of its pollution control and industrial revenue bond obligations. On June 1, 1994, LP&L retired $25 million of its 4.625% Series First Mortgage Bonds upon maturity. On July 20, 1994, LP&L entered into arrangements with the Parish of St. Charles, Louisiana, whereby such parish issued and sold $20.4 million of its 6-7/8% Environmental Revenue Bonds due 2024. MP&L On April 1, 1994, MP&L retired $30 million of its 9.9% Series G&R Bonds upon maturity. On April 20, 1994, MP&L entered into arrangements with Warren County, Mississippi and Washington County, Mississippi for the issuance of an aggregate of $16.0 million principal amount of 7% Pollution Control Revenue Refunding Bonds due 2022, the proceeds of which were used to redeem $8.1 million principal amount of 8.5% Warren County Pollution Control Revenue Bonds and $7.9 million principal amount of 7.5% Washington County Pollution Control Revenue Bonds on May 13, 1994. On July 14, 1994, MP&L issued $25 million of its 8.25% Series G&R Bonds due 2004. A portion of the net proceeds from the issuance and sale of these G&R Bonds was used on July 15, 1994, to retire $18 million of MP&L's 11.11% Series G&R Bonds upon maturity. NOPSI On May 2, 1994, NOPSI redeemed, pursuant to sinking fund requirements, $15 million of its 10.95% Series G&R Bonds. System Energy On January 11, 1994, System Energy refinanced $435 million aggregate principal amount of secured lease obligation bonds originally issued as part of the financing for the sale and leaseback of undivided portions of Grand Gulf 1. The secured lease obligation bonds of $356 million, 7.43% series due 2011 and $79 million, 8.2% series due 2014 are indirectly secured by liens on, and a security interest in, certain ownership interests and the respective leases relating to Grand Gulf 1. On April 28, 1994, System Energy issued $60 million of its 7-5/8% Series First Mortgage Bonds due 1999. On May 2, 1994, System Energy redeemed, pursuant to mandatory and optional sinking fund requirements, $60 million of its 11% Series First Mortgage Bonds due 2000. NOTE 6. RETAINED EARNINGS On July 29, 1994, Entergy Corporation's Board of Directors declared a common stock dividend of 45 cents per share payable on September 1, 1994. NOTE 7. FAIR VALUE DISCLOSURE The System adopted the provisions of SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," effective January 1, 1994. As a result, at June 30, 1994, the System has recorded on the balance sheet an additional $7.5 million in decommissioning trust funds, representing the amount by which the fair value of the securities held in such funds exceeds the amounts recovered in rates and deposited in the funds and the related earnings on the amounts deposited. Due to the regulatory treatment for decommissioning trust funds, the System recorded an offsetting amount in unrealized gains on investment securities as a regulatory liability in other deferred credits. __________________________________________ In the opinion of Entergy Corporation, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy, the accompanying unaudited condensed financial statements contain all adjustments (consisting primarily of normal recurring accruals and reclassifying previously reported amounts to conform to current classifications) necessary for a fair statement of the results for the interim periods presented. However, the business of AP&L, GSU, LP&L, MP&L, and NOPSI is subject to seasonal fluctuations with the peak period occurring during the summer months. The results for the interim periods presented should not be used as a basis for estimating results of operations for a full year. In accordance with the purchase method of accounting, the 1993 second quarter and first six months results of operations for Entergy Corporation reported in its Statements of Consolidated Income and Cash Flows do not include GSU's results of operations. However, the Results of Operations discussion in "Management's Financial Discussion & Analysis" is presented with GSU's 1993 results of operations included for comparative purposes. This information is not necessarily indicative of the results of operations that would have occurred had the Merger been consummated for the period for which it is being given effect, nor is it necessarily indicative of future operating results. ENTERGY CORPORATION AND SUBSIDIARIES ARKANSAS POWER & LIGHT COMPANY GULF STATES UTILITIES COMPANY LOUISIANA POWER & LIGHT COMPANY MISSISSIPPI POWER & LIGHT COMPANY NEW ORLEANS PUBLIC SERVICE INC. SYSTEM ENERGY RESOURCES, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS LIQUIDITY AND CAPITAL RESOURCES Entergy, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy Liquidity is important to Entergy due to the capital intensive nature of its business, which requires large investments in long-lived assets. While large capital expenditures for the construction of new generating capacity are not currently planned, the System nevertheless requires significant capital resources primarily for the periodic maturity of certain series of debt and preferred stock. See Note 1 for additional information on the System's capital and refinancing requirements in 1994 - 1996. Net cash flow from operations for Entergy, the System operating companies, and System Energy for the six months ended June 30, 1994 and 1993, was as follows (in millions): Six Months Six Months Ended Ended Company 6/30/94 6/30/93 Entergy * $ 508.2 $ 293.3 AP&L $ 79.7 $ 68.3 GSU $ 138.7 $ (7.6) LP&L $ 147.1 $ 78.8 MP&L $ 73.5 $ 52.3 NOPSI $ 41.8 $ 14.5 System Energy $ 112.9 $ 145.9 * Entergy's net cash flow from operations for the six months ended June 30, 1993, excludes GSU because the Merger was not yet consummated. In the first six months of 1994, as in recent years, cash from operations, supplemented by cash on hand, was sufficient to meet substantially all investing and financing requirements, including capital expenditures, dividends, and debt/preferred stock maturities. (However, MP&L substantially increased its short-term borrowings because of unexpected costs incurred as a result of an ice storm.) Entergy's ability to fund most of its capital requirements with cash from operations results, in part, from our continued efforts to streamline operations and reduce costs as well as collections under the Grand Gulf 1 rate phase-in plans, which exceed current cash requirements for Grand Gulf 1- related costs. (In the income statement, these revenue collections are offset by the amortization of previously deferred costs; therefore, there is no effect on net income.) The System operating companies and System Energy have the ability, subject to regulatory approval, to meet future capital requirements through future debt or preferred stock issuances, as discussed below. Also, to the extent current market interest and dividend rates allow, the System operating companies and System Energy may continue to refinance high-cost debt and preferred stock prior to maturity. Productive investment of excess funds is necessary to enhance the long-term value of Entergy Corporation's common stock. Entergy Corporation expects to invest approximately $150 million per year in nonregulated and nonutility businesses. See "Significant Factors and Known Trends - Nonregulated Investments" for additional information. Entergy Corporation's current primary capital requirements are to periodically invest in, or make loans to, its subsidiaries. Entergy Corporation expects to meet these requirements in 1994 - 1996 with internally generated funds and cash on hand. Entergy Corporation also pays dividends on its common stock, which aggregated $207.1 million in the first six months of 1994. Declarations of dividends on common stock are made at the discretion of Entergy Corporation's Board of Directors (Board). Entergy Corporation's management has announced that it intends to maintain the current dividend payout level and recommend future dividend increases to the Board only if such increases are justified by sustained earnings growth of Entergy Corporation and its subsidiaries. Entergy Corporation receives funds through dividend payments from its subsidiaries. During the first six months of 1994, these common stock dividend payments totaled $360.8 million. Certain restrictions may limit the amount of these distributions (see page 94 of the Form 10-K and Note 2). Entergy Corporation has a program to repurchase shares of its outstanding common stock. The occurrence and amount of such repurchases depend upon market conditions and authorization from Entergy Corporation's Board of Directors. See Note 4 for additional information. Entergy Corporation has requested SEC authorization for a $300 million bank line of credit, the proceeds of which are expected to be used for common stock repurchases, investments in nonregulated and nonutility businesses, and other activities. Certain parties have intervened in this proceeding, and the application is pending. Certain agreements and restrictions limit the amount of mortgage bonds and preferred stock that can be issued by each of the System operating companies and System Energy. Based on the most restrictive applicable tests as of June 30, 1994, and an assumed annual interest or dividend rate of 9%, each of the System operating companies and System Energy could have issued bonds or preferred stock in the following amounts (in millions): Company Bonds Preferred Stock AP&L $ 218 $ 690 GSU $ 424 $ - LP&L $ 69 $ 714 MP&L $ 238 $ 209 NOPSI $ 87 $ 190 System Energy $ 291 * * System Energy's charter does not provide for the issuance of preferred stock. In addition, the System operating companies and System Energy have the conditional ability to issue bonds against the retirement of bonds, in some cases without meeting an earnings coverage test. AP&L may also issue preferred stock to refund outstanding preferred stock without meeting an earnings coverage test. GSU has no earnings coverage limitations on the issuance of preference stock. For information on the System operating companies' and System Energy's regulatory authorizations to issue and acquire securities, see Notes 4 and 5, and pages 90-94, 129- 131, 170-172, 204-206, 239-241, 271-272, and 301 of the Form 10- K. See Note 3 for information on the System's short-term borrowings. Entergy Corporation and GSU See Notes 1 and 2, and Part II, Item 1. "Legal Proceedings," regarding litigation with Cajun and River Bend rate appeals. Substantial write-offs or charges resulting from adverse rulings in these matters could result in substantial net losses being reported in 1994, and subsequent periods, with resulting substantial adverse adjustments to common shareholder's equity. Also, adverse resolution of these matters could adversely affect GSU's ability to continue to pay dividends and obtain financing, which could in turn affect GSU's liquidity. Entergy Corporation and System Energy In connection with the financing of Grand Gulf 1, Entergy Corporation has undertaken, to provide to System Energy sufficient capital to (1) maintain System Energy's equity capital at an amount equal to at least 35% of System Energy's total capitalization (excluding short-term debt), (2) permit the continuation of commercial operation of Grand Gulf 1, and (3) enable System Energy to pay in full all borrowings of System Energy, whether at maturity, on prepayment, on acceleration or otherwise. In addition, Entergy Corporation has agreed to make certain cash capital contributions, if required, to enable System Energy to make payments when due on its long-term debt. System Energy The financial condition of System Energy significantly depends on the continued commercial operation of Grand Gulf 1 and on the receipt of payments from AP&L, LP&L, MP&L, and NOPSI. Such payments are System Energy's only source of operating revenues. In addition, System Energy's financial condition could be affected by the outcome of a pending FERC audit matter. As discussed in Note 2, FERC Division of Audits issued a report in December 1990 that recommended that System Energy write off and not recover in rates approximately $95 million of Grand Gulf 1 costs included in utility plant, and compute refunds for overcollections from AP&L, LP&L, MP&L, and NOPSI. In June 1994, System Energy, AP&L, LP&L, MP&L, and NOPSI reached a tentative settlement with the FERC staff and certain other parties. The proposed settlement, which is subject to approval by FERC, would require System Energy to refund or credit approximately $60 million to AP&L, LP&L, MP&L, and NOPSI, which would in turn make refunds to their customers (except for those portions attributable to AP&L's and LP&L's retained share of Grand Gulf 1 costs). Additionally, System Energy would refund or credit a total of approximately $62 million, plus interest, to AP&L, LP&L, MP&L, and NOPSI over the period through July 2004. Interest on the $62 million refund and loss of the return on certain Grand Gulf 1 costs will reduce Entergy's and System Energy's net income by approximately $10 million annually over the next 10 years. System Energy currently plans to file with FERC for approval of the proposed settlement in August 1994. However, there can be no assurance that FERC will ultimately approve the settlement in its current form. See Note 2 for additional information. NOPSI As discussed in Note 2, under the terms of the 1991 NOPSI Settlement and a 1992 gas rate settlement, the Council has the right to review NOPSI's return on equity annually through October 31, 1996 under certain circumstances. Also, NOPSI is currently operating under electric and gas base rate freezes through October 31, 1996. On July 7, 1994, NOPSI and the Council agreed that, based on the test year ended September 30, 1993, NOPSI's earnings exceeded its revenue requirement by $24.95 million and in accordance with the terms of the 1991 NOPSI Settlement and a 1992 gas rate settlement, there would be a prospective base rate reduction for twelve months commencing July 14, 1994. The reduction, because of the rate freeze, will be accomplished by means of a credit (to be expressed on a per kwh basis) to customers' bills. NOPSI's earnings for the nine months ended June 30, 1994, are comparable to the earnings by NOPSI for the same period included in the test year ended September 30, 1993. For additional information, see Note 2. RESULTS OF OPERATIONS ENTERGY On December 31, 1993, GSU became a subsidiary of Entergy Corporation. In accordance with the purchase method of accounting, the six months ended June 1993 results of operations for Entergy Corporation and subsidiaries reported in its Statements of Consolidated Income and Cash Flows do not include GSU's results of operations. However, the following discussion is presented with GSU's 1993 results of operations included for comparative purposes. Net Income Consolidated net income decreased $7.0 million in the second quarter of 1994 due primarily to increased costs related to the Merger, and decreased miscellaneous income - net, partially offset by a decrease in interest expense as explained below. Consolidated net income decreased in the first six months of 1994 due primarily to the one-time recording of the cumulative effect of the change in accounting principle for unbilled revenues for AP&L, MP&L, GSU, and NOPSI. Excluding the effect of the change in accounting principle, net income increased in the first six months of 1994 by approximately $1.3 million. This increase was primarily due to a decrease in interest on long- term debt and preferred dividend requirements as a result of continued debt refinancing and stock redemption activities. Significant factors affecting the results of operations and causing variances between the second quarters and first six months of 1994 and 1993 are discussed under "Revenues and Sales," "Expenses," and "Other" below. Revenues and Sales See Entergy's "Selected Operating Results" for information on operating revenues by source and KWH sales. Electric operating revenues increased $85.4 million in the second quarter and $147.5 million in the first six months of 1994 due primarily to improving market conditions and increased retail energy sales resulting from colder than normal winter weather and a warmer than normal spring as compared to 1993. Additionally, revenues were higher due to increased collections of Grand Gulf 1- related costs and increased fuel adjustment revenues, which do not impact net income. The increase in fuel adjustment revenues was due to increased gas-fired generation resulting from scheduled nuclear refueling outages at Waterford 3, ANO 2, and River Bend during the first six months of 1994. Partially offsetting the above increases were rate reductions at GSU, MP&L, and NOPSI. Gas operating revenues increased $10.6 million in the first six months of 1994 due primarily to increased retail sales resulting from colder than normal winter weather, partially offset by lower gas sales in the second quarter of 1994 due to a warmer than normal spring. Expenses Fuel for electric generation and fuel-related expenses increased $48.8 million in the second quarter and $68.2 million in the first six months of 1994 due primarily to an increase in generation requirements resulting from increased energy sales as discussed in "Revenues and Sales" above. Purchased power increased $33.9 million in the first six months of 1994 due primarily to increased power purchases from nonassociated utilities due to changes in generation requirements for the System operating companies resulting primarily from increased energy sales and fuel-related costs. In addition, purchased power increased in 1994 as a result of nuclear refueling outages at Waterford 3 and ANO 2. Nuclear refueling outage expenses decreased $5.3 million in the first six months of 1994 due primarily to a reduction in AP&L's nuclear refueling outage accrual stemming from improved outage durations and practices. The amortization of rate deferrals increased $13.4 million in the second quarter and $29.9 million in the first six months of 1994 due primarily to collection of more Grand Gulf 1-related costs from customers in 1994 as compared to 1993. Interest expense decreased $11.7 million in the second quarter and $23.8 million for in the first six months of 1994 due primarily to the refinancing of high cost debt. Preferred dividend requirements decreased $4.3 million in the second quarter and $7.8 million for the first six months of 1994 due primarily to stock redemption activities. Other Miscellaneous income - net decreased $14.0 million in the second quarter and $21.3 million in the first six months of 1994 due primarily to amortization of plant acquisition adjustments related to the Merger and to reduced Grand Gulf 1 carrying charges at AP&L. AP&L Net Income Net income increased in the second quarter of 1994 due primarily to increased operating revenues. Net income decreased in the first six months of 1994 due primarily to the one-time recording in the first quarter of 1993 of the cumulative effect of the change in accounting principle for unbilled revenues. Excluding the effect of the change in accounting principle, net income increased $17.7 million. This increase is due primarily to increased operating revenues. Significant factors affecting the results of operations and causing variances between the second quarters and first six months of 1994 and 1993 are discussed under "Revenues and Sales" and "Expenses" below. Revenues and Sales See AP&L's "Selected Operating Results" for information on operating revenues by source and KWH sales. Electric operating revenues and sales increased in the second quarter and first six months of 1994 due primarily to higher retail energy sales, an increase in sales for resale to associated companies caused by changes in generation availability and requirements among the System operating companies, and increased accrued unbilled revenues. Additionally, revenues were higher due to increased collections of Grand Gulf 1-related costs and increased recovery of fuel-related costs, which do not impact net income. Expenses Fuel and fuel-related expenses increased in the second quarter and first six months of 1994 primarily due to higher energy sales. Purchased power increased in the second quarter and first six months of 1994 as a result of changes in generation availability and requirements among the System operating companies and lower nuclear generation as a result of ANO 2's refueling outage that was completed in late April 1994. The amortization of rate deferrals increased in the second quarter and first six months of 1994 due to increased collection of previously deferred Grand Gulf 1-related costs pursuant to the step-up provisions of AP&L's rate phase-in plan. Total income taxes increased in the first six months of 1994 due to higher pretax income, partially offset by the effect of implementing SFAS 109 in the prior year. Other Miscellaneous income - net decreased in the second quarter and first six months of 1994 due primarily to reduced Grand Gulf 1 carrying charges. GSU Net Income Net income increased slightly in the second quarter of 1994 due primarily to a refund of franchise taxes, in addition to increased operating revenues, offset in part by increased operating expenses and income taxes. Net income decreased for the first six months of 1994 due primarily to the one-time recording in the first quarter of 1993 of the cumulative effect of the change in accounting principle for unbilled revenues. Excluding the effect of the change in accounting principle, net income decreased $1.9 million due to increased operating expenses and income taxes, offset in part by a refund of franchise taxes, in addition to increased operating revenues. Significant factors affecting the results of operations and causing variances between the second quarters and first six months of 1994 and 1993 are discussed under "Revenues and Sales" and "Expenses" below. Revenue and Sales See GSU's "Selected Operating Results" for information on operating revenues by source and KWH sales. Operating revenues from retail energy sales to residential and commercial customers increased for the second quarter and first six months of 1994 due primarily to increased sales resulting from colder than normal winter weather and warmer than normal spring weather, offset in part by the effect of a $22.5 million annual rate reduction in Texas, which went into effect in November 1993. Revenues from sales to industrial customers decreased due to the effects of the rate reduction in Texas, offset in part by increased sales. Sales for resale increased as a result of GSU's participation in the System power pool. An additional $20 million annual rate reduction in Texas will become effective in September 1994, which will result in lower revenues and adversely affect net income to the extent the effects cannot be offset by increased sales and reduced expenses. Expenses Purchased power increased in the second quarter of 1994 due to GSU's participation in joint dispatching through the System power pool resulting from increased energy sales as discussed above. Purchased power increased in the first six months of 1994 for the same reasons as the second quarter of 1994, in addition to the recording of a provision for refund of disallowed purchased power costs resulting from a Louisiana Supreme Court ruling, as discussed in Note 2. Operation and maintenance expenses increased in the second quarter due primarily to charges associated with early retirement and severance plans which totaled approximately $9.9 million. For the first six months of 1994, operation and maintenance expenses increased due primarily to charges associated with early retirement and severance plans, as mentioned above, in addition to costs associated with performance improvements at River Bend. Income taxes increased in the second quarter of 1994 and first six months of 1994. A nonrecurring reduction to income taxes related to a purchased power settlement was included in the first and second quarters of 1993. Taxes other than income taxes decreased in the second quarter and first six months of 1994 due to a $15.1 million franchise tax refund. LP&L Net Income Net income increased in the second quarter and first six months of 1994 due primarily to increased operating revenues partially offset by increased operation and maintenance expenses. Significant factors affecting the results of operations and causing variances between the second quarters and first six months of 1994 and 1993 are discussed under "Revenues and Sales" and "Expenses" below. Revenues and Sales See LP&L's "Selected Operating Results" for information on operating revenues by source and KWH sales. Electric operating revenues were higher in the second quarter and first six months of 1994 primarily due to increased fuel adjustment revenues, which do not affect income, and increased energy sales to retail customers, partially offset by a decrease in accrued unbilled revenues. The increase in retail energy sales is primarily due to a colder winter and warmer spring than in the prior year. Lower sales for resale to nonassociated companies partially offset the increase in retail energy sales in the first six months of 1994 . Expenses Fuel for electric generation and fuel-related expenses increased in the second quarter and first six months of 1994 primarily due to higher energy sales and increased gas-fired generation resulting from a scheduled nuclear refueling outage at Waterford 3. MP&L Net Income Net income decreased in the second quarter of 1994 due primarily to increased operation and maintenance expenses. Net income decreased in the first six months of 1994 due primarily to the one-time recording in the first quarter of 1993 of the cumulative effect of the change in accounting principle for unbilled revenues. Excluding the effect of the change in accounting principle, net income decreased by $7.5 million. This decrease is primarily due to increased operation and maintenance expenses. Significant factors affecting the results of operations and causing variances between the second quarters and first six months of 1994 and 1993 are discussed under "Revenues and Sales" and "Expenses" below. Revenues and Sales See MP&L's "Selected Operating Results" for information on operating revenues by source and KWH sales. Electric operating revenues increased in the second quarter and first six months of 1994 due to increased retail energy sales resulting from colder winter weather and warmer spring weather than the prior year, non-weather related growth, and increased sales for resale to associated and nonassociated companies. These increases were partially offset by a decrease in unbilled revenues and the effects of reduced rates under MP&L's formula rate plan. Expenses Fuel for electric generation and fuel-related expenses increased in the second quarter and first six months of 1994 due primarily to an increase in generation requirements resulting primarily from increased energy sales as discussed in "Revenues and Sales" above. Purchased power expense decreased in the second quarter and first six months of 1994 due primarily to changes in generation availability and requirements among the System operating companies. The amortization of rate deferrals increased in the second quarter and first six months of 1994 reflecting the fact that MP&L, based on the Revised Plan, collected more Grand Gulf 1-related costs from its customers in the second quarter and first six months of 1994 than it recovered in the same period in 1993. Other operation and maintenance expenses increased in the second quarter and first six months of 1994 due primarily to scheduled maintenance at certain of MP&L's fossil-fueled generating plants. NOPSI Net Income Net income increased slightly in the second quarter of 1994 due primarily to increased operating revenues. Net income decreased for the first six months of 1994 due primarily to the one-time recording of the cumulative effect of the change in accounting principle for unbilled revenues in 1993. Excluding the effect of the change in accounting principle, net income decreased for the first six months of 1994 by $1.1 million. This decrease is due primarily to the recording of a reserve for revenue reduction as a result of a review of NOPSI's return on equity in accordance with the 1991 NOPSI Settlement and a 1992 gas rate settlement. Significant factors affecting the results of operations and causing variances between the second quarters and first six months of 1994 and 1993 are discussed under "Revenues and Sales" and "Expenses" below. Revenues and Sales See NOPSI's "Selected Operating Results" for information on operating revenues by source and KWH sales. Electric operating revenues increased in the second quarter and first six months of 1994 due primarily to an increase in retail energy sales. The increase in electric operating revenues in the first six months of 1994 was partially offset by the recording of a reserve as discussed in "Net Income" above. Electric energy sales increased in the second quarter and first six months of 1994 due primarily to an increase in retail sales resulting from a colder winter and warmer spring weather than in the previous year, partially offset by a decrease in sales for resale. Gas operating revenues decreased in the second quarter of 1994 due primarily to a decrease in gas sales resulting from a warmer spring than last year. For the first six months of 1994, gas operating revenues increased due primarily to increased gas sales in the first quarter as a result of a colder winter than the prior year, partially offset by lower second quarter gas sales due to a warmer spring. Expenses Fuel for electric generation and fuel-related expenses increased in the second quarter and first six months of 1994 due primarily to an increase in generation requirements resulting from increased energy sales as discussed in "Revenue and Sales" above. Purchased power expense decreased in the second quarter and first six months of 1994 due primarily to changes in generation availability and requirements among the System operating companies and increased generation. Gas purchased for resale increased for the first six months of 1994 due to increased gas sales as discussed in "Revenues and Sales" above. The increase in the amortization of rate deferrals in the second quarter and the first six months of 1994 is primarily a result of the collection of larger amounts of previously deferred costs under the 1991 NOPSI Settlement. SYSTEM ENERGY Net Income Net income increased in the second quarter of 1994 due primarily to the recording of a reserve for revenues in the second quarter of 1993 as a result of a FERC investigation of the return on equity of System Energy's formula wholesale rates and a reduction in interest expense due to the refinancing of high-cost debt. This increase was partially offset by a lower rate of return on equity (reduced from 13% to 11%) in System Energy's formula wholesale rates as a result of an August 1993 settlement of a rate proceeding with FERC. Net income decreased in the first six months of 1994 due primarily to a lower rate of return on equity (reduced from 13% to 11%) in System Energy's formula wholesale rates as a result of an August 1993 settlement of a rate proceeding with FERC, partially offset by a reduction in interest expense due to the refinancing of high-cost debt. Significant factors affecting the results of operations and causing variances between the second quarters and first six months of 1994 and 1993 are discussed under "Revenues and Sales" and "Expenses" below. Revenues Operating revenues recover operating expenses, depreciation and capital costs attributable to Grand Gulf 1. The capital costs are computed by allowing a return on System Energy's common equity funds allocable to its net investment in Grand Gulf 1 and adding to such amount System Energy's effective interest cost for its debt allocable to its investment in Grand Gulf 1. Operating revenues decreased in the second quarter and first six months of 1994 due primarily to the reduction in System Energy's rate of return on equity as discussed above and a lower return on System Energy's decreasing investment in Grand Gulf 1 (caused by depreciation of the unit), and a decrease in fuel expenses. Expenses Fuel for electric generation and fuel-related expenses decreased in the second quarter and first six months of 1994 primarily due to a lower per unit cost for nuclear fuel as a result of a favorable market for uranium. Interest expense decreased in the second quarter and first six months of 1994 due primarily to the refinancing of high-cost long-term debt. SIGNIFICANT FACTORS AND KNOWN TRENDS Entergy Corporation and GSU Entergy Corporation-GSU Merger On December 31, 1993, Entergy completed the Merger and became one of the nation's largest electric utilities. With GSU as its fifth retail operating company, Entergy gained size, expanded market area, economies of scale, an additional nuclear unit (River Bend), and a more price-competitive fuel mix. As a result of the Merger, Entergy estimates $850 million in fuel cost savings and $670 million in operation and maintenance expense savings over the next decade. It is possible that common shareholders may experience some dilution in earnings in the short term as a result of the Merger. However, Entergy Corporation believes that the Merger will be beneficial to common shareholders over the longer term, both in terms of the strategic benefits and the economies and efficiencies expected to be produced. For further information, see pages 103-104 and 180 of the Form 10-K and "Litigation and Regulatory Proceedings" below. Entergy Corporation, AP&L, GSU, LP&L, MP&L, and NOPSI Competition Entergy welcomes competition in the electric energy business and believes that a more competitive environment should benefit our shareholders, customers, and employees. However, competition presents Entergy with many challenges. The following have been identified by Entergy as its major competitive challenges. Retail and Wholesale Rate Issues Increasing competition in the utility industry brings an increased need to stabilize or reduce retail rates. The retail regulatory environment is shifting from traditional rate-base regulation to incentive rate regulation. Incentive rate and performance-based plans encourage efficiencies and productivity while permitting utilities to share in the results. Retail wheeling, which requires utilities to "wheel" or move power from third parties to their own retail customers, is evolving. As a result, the retail market is expected to become more competitive. In the wholesale rate area, FERC approved in 1992, with certain modifications, the proposal of AP&L, LP&L, MP&L, NOPSI, and Entergy Power to sell wholesale power at market-based rates and to provide to electric utilities "open access" to the System's transmission system (subject to certain requirements). GSU was later added to this filing. Various intervenors in the proceeding filed petitions for review with the D.C. Circuit. See Part II, Item 1. "Legal Proceedings," for information on a ruling by the D.C. Circuit regarding Entergy's open access transmission rates. Open access and market pricing, once it takes effect, will increase marketing opportunities for the System, but will also expose the System to the risk of loss of load or reduced revenues due to competition with alternative suppliers. In connection with the Merger, AP&L agreed with its retail regulator not to request any general retail rate increases that would take effect before November 1998, with certain exceptions. For further information, see pages 82-83 and 125-126 of the Form 10-K. On March 31, 1994, North Little Rock, Arkansas, awarded AP&L a wholesale electric contract which will provide estimated revenues of $347 million over 11 years. Under the contract, the price per KWH was reduced 18%, retroactive to March 1, 1994, with increases in price through the year 2004. AP&L, which has been serving North Little Rock for over 40 years, was awarded the contract after intense bidding with several competitors. FERC accepted the contract; however, one of AP&L's competitors has requested a rehearing and has filed complaints against AP&L and North Little Rock challenging the contract. In connection with the Merger, GSU agreed with the LPSC and PUCT to a five-year Rate Cap on retail electric rates, and to pass through to retail customers the fuel savings and a certain percentage of the nonfuel savings created by the Merger. Under the terms of their respective Merger agreements, the LPSC and PUCT will review GSU's base rates during the first post-Merger earnings analysis for reasonableness of its return on equity. In May 1994 and June 1994, GSU made the required first post-Merger earning analysis filings with the LPSC and PUCT, respectively, which GSU believes support the current levels of rates. For further information, see pages 82-83 and 163-164 of the Form 10- K. See Note 2 for information on recent filings by certain Texas cities seeking a reduction in GSU's rates. Cogeneration projects developed or considered by certain of GSU's industrial customers over the last several years have resulted in GSU developing and securing approval of rates lower than the rates previously approved by the PUCT and LPSC for such industrial customers. Such rates are designed to retain such customers, and to compete for and develop new loads, and do not presently recover GSU's full cost of service. The pricing agreements at non-full cost of service based rates fully recover all related costs but provide only a minimal return. Substantially all of such pricing agreements expire no later than 1997. During the first six months of 1994, KWH sales to GSU's industrial customers at less than full cost of service, which make up approximately 27% of the total industrial class, increased 12%. Sales to the remaining industrial customers increased 3%. LP&L's five year rate freeze expired in March 1994. At the same time, approximately $46 million of annual rate relief that was included in LP&L's retail rates also expired. In October 1993, the LPSC approved a schedule to conduct a review of LP&L's rates and rate structure upon the expiration of LP&L's rate freeze. Discovery is currently underway and hearings are scheduled to begin in December 1994. In August 1994, LP&L will file a cost of service analysis with the LPSC , which LP&L believes will support its current rate level. See Note 2 for additional information. In February 1994, the MPSC conducted a general review of MP&L's current rates and in March 1994, the MPSC issued a final order adopting a formula rate plan for MP&L that will allow for periodic small adjustments in rates based on a comparison of earned to benchmark returns and upon certain performance factors. The order also adopted previously agreed-upon stipulations of a required return on equity of 11% and certain accounting adjustments that result in a 4.3% ($28.1 million) reduction in MP&L's June 30, 1993, test-year operating revenues. Pursuant to the MPSC's order, on March 18, 1994, MP&L filed rates designed to provide for this reduction in operating revenues for the test year. These rates are effective for service rendered on or after March 25, 1994. See pages 83-84 and 235-236 of the Form 10-K for further information. In connection with the Merger, MP&L agreed with its retail regulator not to request any general retail rate increases that would take effect before November 1998, with certain exceptions. For further information, see pages 82-83 and 236 of the Form 10- K, and Part II, Item 1. "Legal Proceedings." In light of the rate issues discussed above, Entergy is aggressively reducing costs to avoid potential earnings erosions that might result as well as to successfully compete by becoming a low-cost producer. In December 1992, AP&L, LP&L, MP&L, and NOPSI each filed a Least Cost Plan with their respective retail regulators, and GSU is currently working with the PUCT regarding integrated resource planning. However, in response to an increasingly competitive electric utility environment, AP&L, LP&L, MP&L, and NOPSI have announced their intentions to revise their Least Cost Plan activities. In this regard, AP&L, GSU, LP&L, MP&L, and NOPSI intend to adopt the ratepayer impact measure test as their primary economic criterion for DSM programs rather than the total resource cost test that had been used in developing the initial Least Cost Plans. Therefore, absent overriding customer, strategic, or public interests, AP&L, GSU, LP&L, MP&L, and NOPSI will propose those DSM programs that have the potential for lower rates to all customers, rather than DSM programs that, while providing direct benefits to participants, may result in higher rates for everyone, including non-participants. In addition, AP&L, GSU, LP&L (outside the city of New Orleans), and MP&L will no longer seek a pre-approved cost recovery rider as a mechanism for recovering program costs, lost contributions and incentives. See Part II, Item 1. "Legal Proceedings," for information on filings made by AP&L, LP&L, and MP&L with their respective regulators in connection with proposed changes to their Least Cost Plans. Notwithstanding the changes noted above, LP&L and NOPSI intend to implement the five DSM programs already approved by the Council. However, LP&L and NOPSI intend to pursue appropriate changes in the Council ordinance establishing the Least Cost Plans framework and planning criteria. The Energy Policy Act of 1992 The Energy Policy Act of 1992 (Energy Act) is changing the business of transmitting and distributing electricity. The Energy Act encourages competition and affords utilities the opportunities, and the risks, associated with an open and more competitive market environment. The Energy Act increases competition in the wholesale energy market through the creation of exempt wholesale generators (EWGs). Entergy is competing in this market through its independent power subsidiary, Entergy Power Development Corporation. The Energy Act also gives FERC the authority to order investor-owned utilities to provide transmission access to or for other utilities, including EWGs. In addition, the Energy Act allows utilities to own and operate foreign generation, transmission, and distribution facilities. See "Nonregulated Investments" below for further information. Entergy Corporation and GSU Litigation and Regulatory Proceedings See Note 1 and Part II, Item 1. "Legal Proceedings," for information on litigation with Cajun concerning Cajun's ownership interest in River Bend and the possible material adverse effects on GSU's financial condition in the event that GSU is ultimately unsuccessful in this litigation, including a possible filing under the bankruptcy laws. See Note 2 for information on the possibility of material adverse effects on GSU's financial condition and results of operations as a result of substantial write-offs and/or refunds in connection with outstanding appeals and remands regarding approximately $1.4 billion of abeyed company-wide River Bend plant costs and approximately $187 million of Texas retail jurisdiction deferred River Bend operating and carrying costs. System Energy See Note 2 for information with respect to a proposed settlement between System Energy and FERC in connection with a decision issued by FERC in August 1992. Entergy Corporation Nonregulated Investments Entergy Corporation continues to seek new opportunities to expand its electric energy business, including expansion into related nonutility businesses. These opportunities include new domestic ventures such as Entergy Systems and Service, Inc. (Entergy SASI), the region's only full-service provider of energy- efficient lighting and related services, previously established ventures in Argentina, and planned investments in Asia, Central America and South America. Entergy Corporation expects to invest approximately $150 million per year in nonregulated business opportunities. Additional shareholder and/or regulatory approvals may be required for such acquisitions to take place. In the first six months of 1994, Entergy Corporation's nonregulated investments reduced consolidated net income by approximately $11.9 million. In the near term, these investments are not likely to have a positive effect on earnings; but management believes that these investments could contribute to future earnings growth. Entergy Corporation and AP&L ANO Matters See pages 30, 77, and 123 of the Form 10-K for information on leaks in certain steam generator tubes at ANO 2 that were discovered and repaired during an outage in March 1992. During a refueling outage in September 1992, a comprehensive inspection of all steam generator tubing was conducted and necessary repairs were made. During a mid-cycle outage in May 1993, a scheduled special inspection of certain steam generator tubing was conducted by Entergy Operations and additional repairs were made. Entergy Operations operated ANO 2 with no further steam generator inspections until the refueling outage which was completed on April 23, 1994. Inspections during the outage revealed additional cracks; however, most were smaller than those seen in earlier inspections except for one relatively large crack. Based upon results of these inspections and an inconclusive pressure test, Entergy Operations plans to inspect the steam generator tubes during a mid-cycle outage tentatively scheduled for January 1995. The operations and power output of the unit have not been materially adversely affected. GSU Deregulated Portion of River Bend As of June 30, 1994, GSU had not recovered a significant amount of its investment in, or received any return associated with, the portion of River Bend included in the deregulated asset plan in Louisiana and the portion of River Bend placed in abeyance as part of the Texas rate order which went into effect in July 1988. See pages 157 and 165 of the Form 10-K for further information. Future earnings will continue to be limited as long as the limited recovery of the investment and lack of return continues. For the six months ended June 30, 1994, GSU recorded revenues resulting from the sale of electricity from the deregulated asset plan of approximately $18.0 million. Operation and maintenance expenses, including fuel, were approximately $18.4 million, and depreciation expense associated with the deregulated asset plan investment was approximately $8.2 million for the six months ended June 30, 1994. For the first six months of 1994, GSU recorded nonfuel revenue of $16.2 million (included in the $18.0 million of total deregulated asset plan revenue discussed above) which, absent the deregulated asset plan, would not have been realized. The operation and maintenance expenses and depreciation expense allocated to the deregulated asset plan as detailed above would have been incurred at River Bend with or without the deregulated asset plan. The future impact of the deregulated asset plan on GSU's results of operations and financial position will depend on River Bend's future operating costs, the unit's efficiency and availability, and the future market for energy over the remaining life of the unit. Based on current estimates of the factors discussed above, GSU anticipates that future revenues from the deregulated asset plan will fully recover all related costs. LPSC Fuel Cost Review In November 1993, the LPSC ordered a review of GSU's fuel costs. The LPSC stated that fuel costs for the period October 1988 through September 1991 would be reviewed based on the number of outages at River Bend and the findings in the June 1993 PUCT fuel reconciliation case. In July 1994, the LPSC made a decision in the GSU/Louisiana Phase 1 fuel review case and ordered GSU to refund approximately $27 million to its customers. Under the order, $13.1 million, which was not contested under a recent Louisiana Supreme Court decision as discussed in Note 2, is to be refunded immediately through a billing credit on August bills. The remaining portion of the LPSC ordered refund, which is being contested by GSU, is suspended to allow GSU 30 days to review the report of special counsel and request rehearing of this remaining portion. GSU will then be given an opportunity to address this remaining refund portion in the LPSC's August open session. Unless the LPSC amends its order in the August session, GSU plans to appeal the order. Accounting for Decommissioning Costs The Financial Accounting Standards Board has agreed to review the accounting for removal costs, which includes the accounting for decommissioning of nuclear plants. This project could possibly change the System's, as well as the entire utility industry's, accounting for such costs. ENTERGY CORPORATION AND SUBSIDIARIES PART II. OTHER INFORMATION Item 1. Legal Proceedings River Bend Entergy Corporation and GSU As discussed on pages 20-22, 80-82, and 160-163 of the Form 10-K, in May 1988, the PUCT granted GSU a permanent increase in annual revenues of $59.9 million resulting from the inclusion in rate base of approximately $1.6 billion of company-wide River Bend plant investment and approximately $182 million of related Texas retail jurisdiction deferred River Bend costs (Allowed Deferrals). In addition, the PUCT disallowed as imprudent $63.5 million of company-wide River Bend plant costs and placed in abeyance, with no finding of prudence, approximately $1.4 billion of company-wide River Bend plant investment and approximately $157 million of Texas retail jurisdiction deferred River Bend operating and carrying costs. GSU has appealed the PUCT's order, and that appeal is now pending in the Texas Third District Court of Appeals (the Appellate Court). In May 1994, the Appellate Court affirmed the lower court's decision that there was substantial evidence to support the PUCT's 1988 decision not to include $1.4 billion of abeyed construction costs in GSU's rate base. While acknowledging that the PUCT had exceeded its authority when it attempted to defer a decision on the inclusion of those costs in rate base in order to allow GSU a further opportunity to demonstrate the prudence of those costs in a subsequent proceeding, the Appellate Court found that GSU had suffered no harm or lack of due process as a result of the PUCT's error. Accordingly, the Appellate Court held that the PUCT's action had the effect of disallowing the company-wide $1.4 billion of River Bend construction costs for ratemaking purposes. The Appellate Court also found that GSU's deferred operating and maintenance costs associated with the allowed portion of River Bend should be included in rate base, but that its deferred River Bend carrying costs should not be included in rate base. Since the PUCT had included both carrying costs and operating and maintenance costs in GSU's rate base, the Appellate Court remanded the case to the PUCT on this issue. The Appellate Court's May 1994 opinion was entered by two judges, with a third judge dissenting. The dissenting opinion states that the result of the majority opinion is, among other things, to deprive GSU of due process at the PUCT because the PUCT never reached a finding on the $1.4 billion of construction costs. In June 1994, the Texas Supreme Court decided three cases involving the inclusion of deferred costs in rate base. The Texas Supreme Court held that there is no distinction between the treatment of deferred carrying costs and deferred operating and maintenance costs, and that such costs capitalized pursuant to a PUCT deferred accounting order may be included in rate base through a subsequent rate case to the extent that they are found to have been prudently and reasonably incurred, that they are related to property used and useful in providing service, and that inclusion of those costs in rate base is necessary to preserve the utility's financial integrity. This test differs from the test applied by the Appellate Court in its May, 1994 opinion, and GSU has asked the Appellate Court to reconsider its opinion in light of these Texas Supreme Court cases. GSU has also asked the Appellate Court to reconsider its opinion as to the $1.4 billion in River Bend construction costs. Barring further review by the Appellate Court, GSU will appeal the Appellate Court's decision to the Texas Supreme Court on both issues. No assurance can be given as to the timing or outcome of the remands or appeals described above. Pending further developments in these cases, GSU has made no write-offs for the River Bend- related costs. Management believes, based on advice from Clark, Thomas & Winters, a Professional Corporation, legal counsel of record in the Rate Appeal, that it is reasonably possible that the case will be remanded to the PUCT, and the PUCT will be allowed to rule on the prudence of the abeyed River Bend plant costs. At this time, management and legal counsel are unable to predict the amount, if any, of the abeyed and previously disallowed River Bend plant costs that ultimately may be disallowed by the PUCT. A net of tax write-off as of June 30, 1994, of up to $309 million could be required based on an ultimate adverse ruling by the PUCT on the abeyed and disallowed costs. Additionally, management believes, based on advice from Clark, Thomas, & Winters, a Professional Corporation, legal counsel of record in the Rate Appeal, that it is reasonably possible that the Allowed Deferrals will continue to be recovered in rates. Management also believes, based on advice from Clark, Thomas, & Winters, a Professional Corporation, legal counsel of record in the Rate Appeal, that it is reasonably possible that the deferred costs related to the $1.4 billion of abeyed River Bend plant costs will be recovered in rates to the extent that the $1.4 billion of abeyed River Bend plant is recovered. However, a write-off of the $170 million of deferred costs related to the $1.4 billion of abeyed River Bend plant costs would be required if they are not allowed to be recovered in rates. See pages 103 and 180 of the Form 10-K for the accounting treatment of preacquisition contingencies, including any River Bend write-down. LPSC Fuel Cost Review GSU As discussed on pages 23 and 165 of the Form 10-K, in November 1993, the LPSC ordered a review of GSU's fuel costs. The LPSC stated that fuel costs for the period October 1988 through September 1991 (Phase 1) would be reviewed based on the number of outages at River Bend and the findings in the June 1993 PUCT fuel reconciliation case. In July 1994, the LPSC made a decision in the Phase 1 fuel review case and ordered GSU to refund approximately $27 million to its customers. Under the order, $13.1 million, which was not contested under a recent Louisiana Supreme Court decision as discussed below, is to be refunded immediately through a billing credit on August bills. The remaining portion of the LPSC ordered refund, which is being contested by GSU, is suspended to allow GSU 30 days to review the report of special counsel and request rehearing of this remaining portion. GSU will then be given an opportunity to address this remaining refund portion in the LPSC's August open session. Unless the LPSC amends its order in the August session, GSU plans to appeal the order. PUCT Fuel Cost Review GSU As discussed on pages 22 and 164 of the Form 10-K, in June 1994, GSU filed a petition with the PUCT for the reconciliation of over- and under-recovery of fuel and purchased power expenses for the period October 1, 1991, through December 31, 1993, in accordance with the Texas merger settlement agreement. GSU is required to reconcile its fuel costs from the end of the period of its last fuel reconciliation through the merger closing date to reflect the fuel and purchased power costs GSU incurred as a stand-alone company. GSU believes there was a net under-recovery of approximately $4.6 million for the period but has indicated that it does not propose to surcharge the under-recovery at this time. A prehearing conference was held on July 18, 1994, and a procedural schedule was adopted which provides for hearings to begin on January 9, 1995. Least Cost Planning AP&L, GSU, LP&L, MP&L, and NOPSI As discussed on pages 8-9, 19, 23, 25-27, 76, 122, 197, 232, and 264 of the Form 10-K, and page 67 of the First Quarter Form 10-Q, AP&L, LP&L, MP&L, and NOPSI have each filed a Least Cost Plan with their respective retail regulators, and GSU is currently working with the PUCT regarding integrated resource planning. However, in response to an increasingly competitive electric utility environment, AP&L, LP&L, MP&L, and NOPSI announced their intentions to revise their Least Cost Plan activities. AP&L, GSU, LP&L, MP&L, and NOPSI intend to adopt the ratepayer impact measure test as their primary economic criterion for DSM programs, rather than the total resource cost test that had been used in developing the initial Least Cost Plans. Therefore, absent overriding customer, strategic, or public interests, AP&L, GSU, LP&L, MP&L, and NOPSI will propose those DSM programs that have the potential for lower rates to all customers, rather than programs that, while providing direct benefits to participants, may result in higher rates for everyone, including non-participants. In addition, AP&L, GSU, LP&L, (outside the city of New Orleans), and MP&L will no longer seek a pre-approved cost recovery rider as a mechanism for recovering program costs, lost contributions and incentives. In light of this new direction, the following filings were made: a) On July 1, 1994, AP&L filed a motion requesting that the APSC approve the withdrawal of AP&L's Least Cost Plan filed December 1, 1992, and July 1, 1993, and to rescind its directive that AP&L file another Least Cost Plan in March 1995. On July 25, 1994, the APSC staff and other intervenors filed their responses to AP&L's motion. AP&L has requested to be allowed until August 15, 1994, to reply to those responses. b) On June 30, 1994, LP&L filed rebuttal testimony with the LPSC explaining LP&L's new direction for least cost planning. On July 18, 1994, LP&L filed a motion to withdraw its Least Cost Plan and for approval of an experimental time-of-use-rate. On July 25, 1994, the LPSC stayed the hearings and is expected to rule on motions to withdraw on August 19, 1994. c) On June 30, 1994, MP&L filed a motion with the MPSC to lift a currently effective stay order and dismiss without prejudice the proposed Least Cost Plan. On July 28, 1994, the MPSC issued an order that lifted the stay and dismissed, without prejudice, the Least Cost Plan filing. Notwithstanding the changes noted above, LP&L and NOPSI intend to implement within the city of New Orleans the five DSM programs already approved by the Council. However, LP&L and NOPSI intend to pursue appropriate changes in the Council ordinance establishing the Least Cost Plan framework and planning criteria. Alternative Rate Design LP&L and NOPSI On June 6, 1994, NOPSI and LP&L filed an Alternative Rate Design Proposal with the Council under a separate docket from Least Cost Planning. The proposal includes an experimental time of use rate and an interruptible/curtailable rate for NOPSI and LP&L industrial customers that voluntarily participate in the pilot program. NOPSI and LP&L are proposing that these rates be implemented on a pilot basis over a twelve month period. Testimony related to this proposal was filed before the Council on June 30, 1994. Customer-Controlled Load Management (CCLM) As discussed on page 67 of the First Quarter Form 10-Q, LP&L and NOPSI filed their CCLM filing with the Council on June 3, 1994. System Agreement Entergy Corporation, AP&L, LP&L, MP&L, and NOPSI As discussed on pages 67-68 of the First Quarter Form 10-Q, in the December 15, 1993, order approving the Merger, FERC initiated a new proceeding to consider whether the System Agreement permits certain out-of-service generating units to be included in reserve equalization calculations under Service Schedule MSS-1 of that agreement. FERC established March 8, 1994, as the refund effective date. On June 17, 1994, FERC issued an order that clarified the scope of the proceeding to include a review of whether refunds are due for periods prior to the refund effective date. The LPSC, MPSC, and the Mississippi Attorney General (MAG) have taken the position that Entergy violated the System Agreement by including extended reserve shutdown (ERS) units in the MSS-1 calculations. The LPSC and MPSC submitted testimony, based on estimates, seeking refunds for periods from 1987 through 1993 estimated at $22.6 million and $13.2 million, respectively. The FERC staff submitted testimony concluding that Entergy's treatment was reasonable, and recommended that no refunds be ordered prospectively from March 8, 1994. Entergy, the FERC staff, and other intervenors supporting Entergy's actions have not yet submitted testimony responding to the LPSC, MPSC, and MAG position. A procedural schedule has been established which provides for discovery, direct, responsive, and rebuttal testimony, and a hearing to begin on October 24, 1994. According to the schedule, initial and reply briefs to the presiding ALJ will be submitted in November and December 1994. Entergy's position is that its MSS-1 charges have been, and will continue to be, in compliance with the System Agreement. Even if FERC finds that there was a technical violation of the System Agreement, it is Entergy's position that no refunds are warranted for any periods. In certain pleadings, the APSC and the City also have opposed the position of the LPSC, MPSC, and MAG that refunds are warranted. To date, no other intervenor has expressed a position on these issues. If FERC orders refunds for one or more operating companies on the grounds that their MSS-1 payments were too high, it is Entergy's position that revenues for such refunds should be obtained through corresponding revised bills to the operating companies whose MSS-1 payments were too low. The APSC and the City have expressed their opposition to this position. They believe shareholders and not ratepayers should be liable for any refunds. On July 15, 1994, Entergy provided regulators with a data response showing the impacts on Service Schedule MSS-1 billings if the ERS units were not included in the MSS-1 calculations during the period 1987 through 1993. LP&L and MP&L would have been overbilled by $7.7 million and $12 million, respectively, and AP&L and NOPSI would have been underbilled by $6 million and $13.8 million, respectively. Merger-Related Proceedings Entergy Corporation and GSU a) As discussed on pages 42 and 43 of the Form 10-K, purported class action complaints were filed against GSU and its directors relating to the then proposed merger with Entergy Corporation. These suits were settled and a final court order approving the settlement was entered on May 31, 1994. b) As discussed on pages 19, 83, and 163 of the Form 10-K, the settlement agreement that led to the 1993 approval of the Merger by the PUCT required that GSU file a cost-of-service study for informational purposes with the PUCT as soon as possible following closing and GSU filed a cost-of-service study in June 1994. The settlement agreement also provided that if an action to reduce GSU's rates was initiated between December 31, 1993 and the time GSU files its first post-closing rate case (as provided in the settlement agreement), the effect of any order actually reducing rates would relate back to the date the action was filed. Pursuant to that provision, the Texas Office of Public Utility Counsel and certain cities served by GSU have instituted actions at the PUCT and at the city level to investigate further the reasonableness of GSU's rates. The PUCT proceeding has been abeyed pending resolution of the proceedings before the cities. The current schedule for the cases before the cities contemplates final city action on or about August 18, 1994. GSU intends to vigorously oppose any reduction of its rates in these cases. On July 1, 1994, the PUCT gave final approval of the Merger, which had the effect of denying all motions for rehearing. c) As discussed on page 38 of the Form 10-K and page 69 of the Form 10-Q, 14 parties requested rehearing of certain aspects of FERC's December 1993 order approving the Merger. On May 17, 1994, FERC issued an order which denied nearly all requests for rehearing. Petitions for review of FERC's December 15, 1993 and May 17, 1994 orders have been filed in the United States Court of Appeals for the District of Columbia Circuit by Entergy Services, the City, Arkansas Electric Energy Consumers (AEEC), the APSC, Cajun Electric Power Cooperative, Inc., MPSC, the American Forest and Paper Association, State of Mississippi, Cities of Benton and others, and Occidental Chemical Corporation. Five petitions have been consolidated, and it is anticipated that all remaining petitions will also be consolidated. It is also expected that the issues before the court will be similar to those raised on rehearing to FERC. The status of these petitions may be affected by the D. C. Circuit opinion discussed under the "Open Access Transmission" heading, below. On February 4, 1994, the APSC and AEEC filed with FERC a joint protest to the December 30, 1993 compliance filing. They reiterated an allegation, presented in AEEC's request for rehearing, that Entergy must insulate the ratepayers of the pre- merger Entergy operating companies from all litigation liabilities related to GSU's River Bend nuclear facility. In its May 17, 1994 order on rehearing, FERC addressed Entergy's commitment to insulate the customers of the pre-merger operating companies against any liability resulting from certain litigation involving River Bend. In response to FERC's clarification of Entergy's commitment, Entergy Services filed a compliance filing on June 16, 1994, which amended certain System Agreement language submitted with the December 30, 1993, compliance filing. On July 14, 1994, and July 15, 1994, APSC and AEEC, respectively, filed protests questioning the adequacy of Entergy's June 16, 1994, compliance filing. Entergy filed an answer to AEEC's protest on August 1, 1994, reiterating its full compliance with the requirements of the Commission's May 17, 1994 order on rehearing. FERC has not yet acted on the compliance filings. FERC Audit - Proposed Settlement Entergy Corporation and System Energy As discussed on pages 16, 84-85, and 296-297 of the Form 10- K, FERC Division of Audits issued an audit report for System Energy. In June 1994, System Energy, AP&L, LP&L, MP&L, and NOPSI reached a tentative settlement with the FERC staff and other parties. The proposed settlement, which is subject to approval by the FERC, would require System Energy to refund or credit approximately $60 million to AP&L, LP&L, MP&L, and NOPSI, which would in turn make refunds to their customers (subject to certain exceptions). Additionally, System Energy would refund or credit a total of approximately $62 million, plus interest, to AP&L, LP&L, MP&L, and NOPSI over the period through July 2004. The proposed settlement would also require the write-off of certain related unamortized balances of deferred investment tax credits by AP&L, LP&L, MP&L, and NOPSI. Had the proposed settlement been effective in the second quarter of 1994, it would have reduced Entergy Corporation's consolidated net income for the quarter and six months ended June 30, 1994, by approximately $71.5 million, partially offset by the write-off of the unamortized balances of related deferred investment tax credits of approximately $66.5 million ($27.3 million for AP&L; $31.5 million for LP&L; $6 million for MP&L; and $1.7 million for NOPSI). Pursuant to the proposed settlement, System Energy would also reclassify from utility plant to other deferred debits approximately $81 million of other Grand Gulf 1 costs. Although excluded from rate base, System Energy would be permitted to recover such costs over a 10 year period. System Energy currently plans to file with FERC for approval of the proposed settlement in August 1994. However, there can be no assurance that FERC will ultimately approve the settlement in its current form. As a result of the charges associated with the refunds, System Energy requires the consent of certain banks (parties to the reimbursement agreements) to temporarily waive the fixed charge coverage and equity ratio covenants in the letters of credit and reimbursement agreement related to the Grand Gulf 1 sale and leaseback transaction. System Energy has obtained the consent of the banks to waive these covenants, for the 12-month period beginning with the earlier of a write-off or the first refund, if such refund occurs prior to December 31, 1994. System Energy believes the conditions included in the proposed settlement are covered by the waiver. The waiver is conditioned upon System Energy not paying any common stock dividends to Entergy Corporation until the equity ratio covenant is once again met. Absent a waiver, System Energy's failure to perform these covenants could cause a draw under the letters of credit and/or early termination of the letters of credit. If the letters of credit were not replaced in a timely manner, a default or early termination of System Energy's leases could result. Open Access Transmission Entergy Corporation, AP&L, GSU, LP&L, MP&L, and NOPSI As discussed on page 17 of the Form 10-K, various parties filed petitions with the United States Court of Appeals for the District of Columbia Circuit related to FERC's 1992 orders regarding open access transmission and the sale of wholesale power at market-based rates. On July 12, 1994, the D.C. Circuit issued an opinion finding that FERC's failure to conduct an evidentiary hearing with respect to the proposed transmission tariffs and related matters was arbitrary and capricious, and that FERC failed to adequately explain its approval of certain provisions in the tariffs, including a provision allowing Entergy to seek recovery in transmission rates of "stranded investment" costs resulting from the provision of transmission service. The case was remanded to FERC for further proceedings. To date, Entergy has not sought recovery of stranded investment costs in rates under the transmission tarriffs and the remand to FERC is not expected to result in refunds of any amounts that have been collected pursuant to transmission tarriffs. GSU Asbestos Suits Entergy Corporation and GSU As discussed on pages 39-40 of the Form 10-K and page 71 of the First Quarter Form 10-Q, there are asbestos-related law suits pending in the 14th Judicial District Court of Calcasieu Parish in Lake Charles, Louisiana, and in various state district courts in Jefferson County Texas. Settlement of the two largest of the Jefferson County suits (involving about 1660 groups of claimants) and all of the suits in Calcasieu Parish are being consummated in the second and third quarters of 1994. GSU was named as one of a number of defendants in nearly all of the suits. GSU's share of the settlements was not material to its financial position or results of operations. LPSC Investigation Entergy Corporation and LP&L As discussed on pages 75, 84, and 199 of the Form 10-K discovery is currently underway in the LPSC's investigation of LP&L's rates and hearings are scheduled to begin on December 5, 1994. On August 17, 1994, LP&L will file a cost of service analysis with the LPSC, which LP&L believes will support its current rate level. LP&L is presently allowed to earn a 12.76% return on common equity. Incentive Rate Plan Entergy and MP&L As discussed on pages 25-26, 83-84, and 235-236 of the Form 10-K, the MPSC approved an incentive rate plan for MP&L. The final order was appealed to the Mississippi Supreme Court on May 17, 1994, by Mississippi Valley Gas Co. on the grounds that the MPSC issued the final order without having reviewed the cost of MP&L's promotional practices, some of which Mississippi Valley Gas alleges to be improper. The matter is pending. February 1994 Ice Storm Entergy Corporation, AP&L, and MP&L In early February 1994, an ice storm left more than 221,000 Entergy customers without electric power across the System's four- state service area. The storm was the most severe natural disaster ever to affect the System, causing damage to transmission and distribution lines, equipment, poles, and facilities in certain areas, primarily in Mississippi. Repair costs are currently estimated to be $114.6 million, $27.5 million, and $78.7 million for the System, AP&L, and MP&L, respectively with $83.8 million, $16.6 million, and $65.3 million of these amounts estimated to be capitalized as plant-related costs. The remaining balances have been charged against the respective companies' regulatory storm damage reserves, except for MP&L which recorded a deferred debit. On April 16, 1994, MP&L filed for rate recovery of costs related to the ice storm. MP&L's filing, as subsequently amended, requested recovery of the revenue requirement associated with MP&L's ice storm costs recorded through April 30, 1994. MP&L intends to make another ice storm rate filing with the MPSC by early 1995 to recover ice storm costs recorded by MP&L after April 30, 1994. In early August 1994, MP&L and the MPSC's Public Utilities Staff (MPUS) entered into a stipulation with respect to the recovery of ice storm costs recorded through April 30, 1994. Under the stipulation, which must be approved by the MPSC, MP&L will implement for five years, beginning in October 1994, an ice storm rider schedule that will increase rates approximately $8 million annually. At the end of the Five year period, the revenue requirement associated with the undepreciated ice storm capitalized costs will be included in MP&L's base rates to the extent that this revenue requirement does not result in MP&L's rate of return on rate base being above the benchmark rate of return under MP&L's formula rate plan. Estimated construction expenditures (see Note 1) reflect the above amounts. Livingston Parish Hazardous Waste Suits GSU and LP&L As discussed on pages 39 and 43 of the Form 10-K and page 72 of the First Quarter Form 10-Q, various suits have been filed concerning a hazardous waste disposal site in Livingston Parish, Louisiana. On June 23, 1994, the federal district court entered into the record its first case management and scheduling order, which order, among other things, set the trial in this matter for September 3, 1996. Such order also stated the intention of the federal district court to facilitate, prior to the scheduled trial date, appellate review of any significant decisions. The matter is pending. St. Charles Parish Suits LP&L As discussed on page 43 of the Form 10-K, LP&L and the tax authorities of St. Charles Parish, Louisiana, have been involved in litigation as to use taxes on nuclear fuel paid by LP&L under protest. With regard to additional interest LP&L claimed was due on the taxes it recovered, LP&L's writs of certiorari to the Louisiana Supreme Court were denied. LP&L is reviewing other procedures with regard to recovery of such interest. The matter is pending. NOPSI Rate Reduction/Credit Entergy Corporation and NOPSI See pages 27 and 266-268 of the Form 10-K for information regarding the 1991 NOPSI Settlement and a 1992 gas rate settlement. Under the terms of the 1991 NOPSI Settlement and a 1992 gas rate settlement, NOPSI agreed that during the period October 1, 1992 through October 31, 1996, the Council will have the right to investigate the appropriateness of NOPSI's rates if NOPSI's return on equity on its operations (calculated in accordance with the applicable provisions of the 1991 NOPSI Settlement and a 1992 gas rate settlement) for twelve month periods subsequent to September 30, 1992, were to exceed 13.76%, and after rate hearing(s), to impose a credit on NOPSI's customers' bills over the ensuing twelve month period in an amount that would have allowed NOPSI, during the relevant test year, to earn a return on equity incident to its operations of no less than 12.76%. On July 7, 1994, NOPSI and the Council agreed that, based on the test year ended September 30, 1993, NOPSI's earnings exceeded its revenue requirement by $24.95 million and in accordance with the terms of the 1991 NOPSI Settlement and a 1992 gas rate settlement, there would be a prospective base rate reduction for twelve months commencing July 14, 1994, which reduction, because of the rate freeze, would be accomplished by means of a credit (to be expressed on a per kwh basis) to customers' bills. The per kilowatt hour credit will be calculated by dividing test year overearnings by test year kwh consumption and applied to kilowatt hour usage during the period ended July 13, 1995. In the first quarter of 1994, NOPSI recorded a $14.3 million reserve for the anticipated revenue reduction which reduced net income by $8.8 million (net of tax). The reserve will be offset against the actual credits prospectively applied to customers bills in accordance with the terms of the July 7, 1994 agreement. Settlement of IRS Grand Gulf 2 Abandonment Issue Entergy and System Energy As discussed on page 300 of the Form 10-K, the Internal Revenue Service audited Entergy Corporation's 1988, 1989, and 1990 consolidated federal income tax returns and proposed that adjustments be made to the Grand Gulf 2 abandonment loss deduction claimed on Entergy's 1989 consolidated federal income tax return. The final agreement with the IRS required Entergy Corporation to pay $4.35 million in connection with the abandonment loss issue. Item 5. Other Information Low-Level Radioactive Waste AP&L, GSU, LP&L, and System Energy As discussed on page 29 of the Form 10-K, the Barnwell Disposal Facility (Barnwell) had been open to out-of-region generators (including generators in Arkansas and Louisiana) in the past. However, on June 3, 1994, the South Carolina legislature failed to take action that would permit further access to out-of-region generators. Beginning in July 1994, low- level radioactive waste generators in the Central States Compact, including AP&L, GSU, and LP&L, will be required to store such waste on-site until a Central States Compact facility becomes operational or another site becomes accessible. The estimated construction costs for storage sufficient for approximately five years at Grand Gulf 1, Waterford 3, and River Bend are in the range of $1.0 million to $2.0 million for each site. Common Stock Price Range and Dividends Entergy Corporation The shares of Entergy Corporation's common stock are listed on the New York, Chicago, and Pacific Stock Exchanges. The high and low sales prices of Entergy Corporation's common stock for the second quarter of 1994, as reported by The Wall Street Journal as composite transactions, were $32 1/8 and $24 5/8, respectively, per share. For the twelve months ended June 30, 1994, Entergy Corporation paid common stock dividends in an aggregate amount of $1.75 per share. As of June 30, 1994, the consolidated book value of a share of Entergy Corporation's common stock was $28.26 and the last reported sale price of Entergy Corporation's common stock on June 30, 1994, was $24 3/4 per share. Earnings Ratios AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy The System operating companies and System Energy have calculated ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends pursuant to Item 503 of Regulation S-K of the SEC as follows: Twelve Months Ended December 31, June 30, 1989 1990 1991 1992 1993 1994 Ratios of Earnings to Fixed Charges (a) AP&L 2.31 2.16 2.25 2.28 3.11(h) 2.80 GSU 1.16 .80(i) 1.56 1.72 1.54 1.59 LP&L 1.79 2.32 2.40 2.79 3.06 3.15 MP&L 1.04(e) 2.42 2.36 2.37 3.79(h) 2.71 NOPSI 1.89 2.73 5.66(g) 2.66 4.68(h) 4.07 System Energy -(f) 2.10 1.74 2.04 1.87 1.84 Twelve Months Ended December 31, June 30, 1989 1990 1991 1992 1993 1994 Ratios of Earnings to Combined Fixed Charges and Preferred Dividends (a)(b)(c) AP&L 1.88 1.81 1.87 1.86 2.54(h) 2.32 GSU (d) .66(i) .59(i) 1.19 1.37 1.21 1.26 LP&L 1.39 1.87 1.95 2.18 2.39 2.52 MP&L 1.00(e) 1.93 1.94 1.97 3.08(h) 2.20 NOPSI 1.62 2.36 4.97(g) 2.36 4.12(h) 3.56 (a) "Earnings," as defined by SEC Regulation S-K, represent the aggregate of (1) net income, (2) taxes based on income, (3) investment tax credit adjustments - net, and (4) fixed charges. "Fixed Charges" include interest (whether expensed or capitalized), related amortization, and interest applicable to rentals charged to operating expenses. (b) "Preferred Dividends," as defined by SEC Regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the effective income tax rate. (c) System Energy's Amended and Restated Articles of Incorporation do not currently provide for the issuance of preferred stock. (d) "Preferred Dividends" in the case of GSU also include dividends on preference stock. (e) Earnings for the twelve months ended December 31, 1989 include the impact of the write-off of $60 million of deferred Grand Gulf 1-related costs pursuant to an agreement between MP&L and the MPSC. (f) Earnings for the year ended December 31, 1989 were inadequate to cover fixed charges due to System Energy's cancellation and write-off of its investment in Grand Gulf 2 in September 1989. The amount of the coverage deficiency for fixed charges was $745.2 million. (g) Earnings for the year ended December 31, 1991 include the $90 million effect of the 1991 NOPSI Settlement. (h) Earnings for the year ended December 31, 1993 include $81 million, $52 million, and $18 million for AP&L, MP&L, and NOPSI, respectively, related to the change in accounting principle to provide for the accrual of estimated unbilled revenues. (i) Earnings for the year ended December 31, 1990 for GSU were not adequate to cover fixed charges by $60.6 million. Earnings for the years ended December 31, 1990 and 1989, were not adequate to cover fixed charges and preferred dividends by $165.1 million and $190.8 million, respectively. Earnings in 1990 include a $205 million charge for the settlement of a purchase power dispute. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits* 3(a) - Articles of Amendment to Restated Articles of Incorporation, as amended, of LP&L, as executed July 21, 1994. 3(b) - Articles of Amendment to Restated Articles of Incorporation, as amended, of MP&L, as executed March 17, 1994. 3(c) - Articles of Amendment to Restated Articles of Incorporation, as amended, of NOPSI, as executed July 21, 1994. 3(d) - By-laws of AP&L, as amended and currently in effect. 3(e) - By-laws of GSU, as amended and currently in effect. 3(f) - By-laws of MP&L, as amended and currently in effect. 3(g) - By-laws of NOPSI, as amended and currently in effect. 4(a) - Fifty-second Supplemental Indenture, dated as of June 15, 1994, to AP&L's Mortgage and Deed of Trust. ** 4(b) - Ninth Supplemental Indenture, dated as of July 1, 1994, to MP&L's Mortgage and Deed of Trust (filed as Exhibit A-2(j) to Rule 24 Certificate dated July 22, 1994 in File No. 70-7914). ** 4(c) - Forty-ninth Supplemental Indenture, dated as of July 1, 1994, to LP&L's Mortgage and Deed of Trust (filed as Exhibit A-3(e) to Rule 24 Certificate dated August 1, 1994 in File No. 70-7822). 23(a) - Consent of Friday, Eldredge & Clark. 23(b) - Consent of Monroe & Lemann (A Professional Corporation). 23(c) - Consent of Wise Carter Child & Caraway, Professional Association. 23(d) - Consent of Clark, Thomas & Winters. 23(e) - Consent of Sandlin Associates. 99(a) - AP&L's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(b) - GSU's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(c) - LP&L's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(d) - MP&L's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(e) - NOPSI's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(f) - System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined. **99(g) - Annual Reports on Form 10-K of Entergy Corporation, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy for the fiscal year ended December 31, 1993, portions of which are incorporated herein by reference as described elsewhere in this document (filed with the SEC in File Nos. 1-11299, 1-10764, 1- 2703, 1-8474, 0-320, 0-5807, and 1-9067, respectively). **99(h) - Quarterly Report on Form 10-Q of Entergy Corporation, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy for the quarter ended March 31, 1994, portions of which are incorporated herein by reference as described elsewhere in this document (filed with the SEC in File Nos. 1-11299, 1-10764, 1-2703, 1-8474, 0- 320, 0-5807, and 1-9067, respectively). **99(i) - Opinion of Clark, Thomas & Winters, a professional corporation, dated September 30, 1992 regarding the effect of the October 1, 1991 judgment in GSU v. PUCT in the District Court of Travis County, Texas (99-1 in Registration No. 33-48889). 99(j) - Opinion of Clark, Thomas & Winters, a professional corporation, dated August 8, 1994 regarding recovery of costs deferred pursuant to PUCT order in Docket 6525. ___________________________ * Reference is made to a duplicate list of exhibits being filed as a part of Form 10-Q for the quarter ended June 30, 1994, which list, prepared in accordance with Item 102 of Regulation S-T of the Securities and Exchange Commission, immediately precedes the exhibits being filed with Form 10-Q for the quarter ended June 30, 1994. ** Incorporated herein by reference as indicated. (b) Reports on Form 8-K Entergy A current report on Form 8-K, dated May 25, 1994, was filed with the SEC on June 1, 1994, reporting information under Item 5. "Other Materially Important Events". GSU A current report on Form 8-K, dated May 25, 1994, was filed with the SEC on June 1, 1994, reporting information under Item 5. "Other Materially Important Events". EXPERTS All statements in Part II of this Quarterly Report on Form 10-Q as to matters of law and legal conclusions, based on the belief or opinion of AP&L, LP&L, MP&L, NOPSI, and System Energy or otherwise, pertaining to the titles to properties, franchises and other operating rights of certain of the registrants filing this Quarterly Report on Form 10-Q, and their subsidiaries, the regulations to which they are subject and any legal proceedings to which they are parties are made on the authority of Friday, Eldredge & Clark, 2000 First Commercial Building, 400 West Capitol, Little Rock, Arkansas, as to AP&L; Monroe & Lemann (A Professional Corporation), 201 St. Charles Avenue, Suite 3300, New Orleans, Louisiana, as to LP&L and NOPSI; and Wise Carter Child & Caraway, Professional Association, Heritage Building, Jackson, Mississippi, as to MP&L and System Energy. The statements attributed to Clark, Thomas & Winters, a professional corporation, as to legal conclusions with respect to GSU's rate regulation in Texas in Note 2 to Entergy Corporation and Subsidiaries Consolidated Financial Statements, "Rate and Regulatory Matters," have been reviewed by such firm and are included herein upon the authority of such firm as experts. The statements attributed to Sandlin Associates regarding the analysis of River Bend construction costs of GSU in Note 2 to Entergy Corporation and Subsidiaries Consolidated Financial Statements, "Rate and Regulatory Matters," have been reviewed by such firm and are included herein upon the authority of such firm as experts. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries. ENTERGY CORPORATION ARKANSAS POWER & LIGHT COMPANY GULF STATES UTILITIES COMPANY LOUISIANA POWER & LIGHT COMPANY MISSISSIPPI POWER & LIGHT COMPANY NEW ORLEANS PUBLIC SERVICE INC. SYSTEM ENERGY RESOURCES, INC. /s/ Lee W. Randall Lee W. Randall Vice President and Chief Accounting Officer (For each Registrant and for each as Principal Accounting Officer) Date: August 8, 1994
                                                  Exhibit 3(a)
                                
               RESTATED ARTICLES OF INCORPORATION
                               OF
                 LOUISIANA POWER & LIGHT COMPANY


     Louisiana Power & Light Company, a corporation organized
and existing under the laws of the State of Louisiana
(sometimes hereinafter referred to as the "Corporation"),
through its undersigned President and Secretary, pursuant to
the laws of the State of Louisiana and by authority of
resolutions unanimously adopted by the Board of Directors of
the Corporation at a meeting of said Board of Directors duly
convened and held on February 15, 1980, with a quorum present
and acting throughout, does hereby certify that the Restated
Articles of Incorporation of the Corporation set forth
hereinbelow accurately copies the original Articles of
Incorporation of the Corporation as amended by all amendments
thereto in effect at the date hereof without substantive
change; that in conformity with law and the resolutions
aforesaid, however, the names and addresses of the
incorporators have been omitted and because the material so
omitted constituted the entirety of Article 6 of said Articles
of Incorporation, Article 7 of said Articles of Incorporation
has been re-numbered as Article 6 of said Restated Articles of
Incorporation, that each amendment to the Articles of
Incorporation of the Corporation heretofore made has been
effected in conformity with law; that the date of
incorporation of the Corporation was October 15, 1974 and the
date of this Restatement and of these Restated Articles of
Incorporation is February 21, 1980; and that the Restated
Articles of Incorporation of the Corporation are as follows:
     
                            ARTICLE 1
     
     The name of this corporation is and shall be:
     
                 LOUISIANA POWER & LIGHT COMPANY
                                
                            ARTICLE 2
                                
     The objects and purposes of this corporation (sometimes
hereinafter referred to as the "Corporation") and for which
the Corporation is organized are stated and declared to be to
engage in any lawful activity for which corporations may be
formed under Chapter 1 of Title 12 of the Louisiana Revised
Statutes of 1950, as amended, including specifically, but not
by way of limitation, the purchasing or otherwise acquiring,
holding, mortgaging or otherwise encumbering, and selling or
otherwise alienating of real estate and all forms of immovable
property, as well as all forms of personal and mixed property;
and further, and without in any way limiting the foregoing,
the Corporation shall have all powers which corporations may
have, and may carry on all businesses of any and every nature
and kind which corporations may carry on, under said Chapter 1
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, including, but not by way of limitation, the
following business or businesses:
     
     To acquire, buy, hold, own, sell, lease, exchange,
dispose of, pledge, mortgage, encumber, hypothecate, finance,
deal in, construct, build, install, equip, improve, use,
operate, maintain and work upon:
     
          (a) Any and all kinds of plants and systems for the
     manufacture, production, generation, storage,
     utilization, purchase, sale, supply, transmission,
     distribution or disposition of electricity, gas or water,
     or power produced thereby:
     
          (b) Any and all kinds of plants and systems for the
     manufacture of ice:
     
          (c) Any and all kinds of works, power plants,
     structures, substations, systems, tracks, machinery,
     generators, motors, lamps, poles, pipes, wires, cables,
     conduits, apparatus, devices, equipment, supplies,
     articles and merchandise of every kind in anywise
     connected with or pertaining to the manufacture,
     production, generation, purchase, use, sale, supply,
     transmission, distribution, regulation, control or
     application of electricity, gas, water and power;
          
     To acquire, buy, hold, own, sell, lease, exchange,
dispose of, transmit, distribute, deal in, use, manufacture,
produce, furnish and supply electricity, power, energy, gas,
light, heat and water in any form and for any purposes
whatsoever;
     
     To purchase, acquire, develop, hold, own and dispose of
lands, interests in and rights with respect to lands and
waters and fixed and movable property necessary or suitable
for the carrying out of any of the foregoing powers;
     
     To borrow money and contract debts when necessary for the
transaction of the business of the Corporation or for the
exercise of its corporate rights, privileges or franchises or
for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures and
other obligations and evidences of indebtedness payable a a
specified time or times or payable upon the happening of a
specified event or events, whether secured by mortgage,
pledge, or otherwise, or unsecured, for money borrowed or in
payment for property purchased or acquired or any other lawful
objects;

     To guarantee purchase, hold sell assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the
capital stock of, or any bonds, securities or evidences of
indebtedness created by, any other corporation or corporations
organized under the laws of the State of Louisiana or of any
other state or government and formed for the purpose of
carrying out any of the foregoing powers and, while the owner
of such stock, to exercise all the rights, powers and
privileges of ownership, including the right to vote thereon,
and to do any acts designed to protect, preserve, improve or
enhance the value of any property at any time held or
controlled by the Corporation, or in which it may be at any
time interested; and to organize or promote or facilitate the
organization of subsidiary companies for the purpose of
carrying out any of the foregoing powers;
     
     To purchase, hold, sell and transfer shares of its own
capital stock, provided that the Corporation shall not
purchase its own shares of capital stock except from the
surplus of its assets over its liabilities including capital;
and provided, further, that the shares of its own capital
stock owned by the Corporation shall not be voted upon
directly or indirectly nor counted as outstanding for the
purposes of any stockholders' quorum or vote;
     
     To conduct business at one or more offices and hold,
purchase, mortgage and convey real and personal property in
the State of Louisiana and in any of the several states,
territories, possessions and dependencies of the United
States, the District of Columbia and foreign countries;
     
     In any manner to acquire, enjoy, utilize and to dispose
of patents, copyrights and trade-marks and any licenses or
other rights or interests therein and thereunder necessary for
and in its opinion useful or desirable for or in connection
with the foregoing powers;

     To purchase acquire, hold, own and dispose of franchises,
concessions, consents, privileges and licenses necessary for
and in its opinion useful or desirable for or in connection
with the foregoing powers; and

     To do all and everything necessary and proper for the
accomplishment of the objects enumerated in these Articles of
Incorporation or any amendment thereof or necessary or
incidental to the protection and benefit of the Corporation.

                            ARTICLE 3
                                
                                I
                                
     The aggregate number of shares of stock which the
Corporation shall have authority to issue and have outstanding
at any time is as follows:
     
     (a)  150,000,000 shares of Common Stock without nominal
or par value (hereinafter called the "Common Stock").
   
     (b) 4,500,000 shares of preferred stock having a par
value of $100 per share, which shall all be of one class
(hereinafter called the "$100 Preferred Stock"), and
12,000,000 shares of preferred stock having a par value of $25
per share, which shall all be of one class (hereinafter called
the "$25 Preferred Stock"), which said two classes of
preferred stock are hereinafter together referred to as the
"Preferred Stock", and, for certain purposes and to such
extent as are hereinafter set forth, are treated or referred
to together as a single class of stock; and further with
respect to the Preferred Stock:
   
          (i) Said 4,500,000 shares of $100 Preferred Stock
     shall be issuable in one or more series from time to
     time; 1,455,000 of said shares of $100 Preferred Stock
     shall be divided into twelve series, one of which shall
     consist of 60,000 shares of 4.96% Preferred Stock,
     Cumulative, $100 par value (hereinafter sometimes called
     "First Series Preferred Stock"), one of which shall
     consist of 70,000 shares of 4.16% Preferred Stock,
     Cumulative, $100 par value (hereinafter sometimes called
     "Second Series Preferred Stock"), one of which shall
     consist of 70,000 shares of 4.44% Preferred Stock,
     Cumulative, $100 par value (hereinafter sometimes called
     "Third Series Preferred Stock"), one of which shall
     consist of 75,000 shares of 5.16% Preferred Stock,
     Cumulative, $100 par value (hereinafter sometimes called
     "Fourth Series Preferred Stock"), one of which shall
     consist of 80,000 shares of 5.40% Preferred Stock,
     Cumulative, $100 par value (hereinafter sometimes called
     "Fifth Series Preferred Stock"), one of which shall
     consist of 80,000 shares of 6.44% Preferred Stock,
     Cumulative, $100 par value (hereinafter sometimes called
     "Sixth Series Preferred Stock"), one of which shall
     consist of 70,000 shares of 9.52% Preferred Stock,
     Cumulative, $100 par value (hereinafter sometimes called
     "Seventh Series Preferred Stock"), one of which shall
     consist of 100,000 shares of 7.84% Preferred Stock,
     Cumulative, $100 par value (hereinafter sometimes called
     "Eighth Series Preferred Stock"), one of which shall
     consist of 100,000 shares of 7.36% Preferred Stock,
     Cumulative, $100 par value (hereinafter sometimes called
     "Ninth Series Preferred Stock"), one of which shall
     consist of 100,000 shares of 8.56% Preferred Stock,
     Cumulative, $100 par value (hereinafter sometimes called
     "Tenth Series Preferred Stock"), one of which shall
     consist of 300,000 shares of 9.44% Preferred Stock,
     Cumulative, $100 par value (hereinafter sometimes called
     "Eleventh Series Preferred Stock"), one of which shall
     consist of 350,000 shares of 11.48% Preferred Stock,
     Cumulative, $100 par value (hereinafter sometimes called
     "Twelfth Series Preferred Stock"), and the remaining
     3,045,000 of said shares of $100 Preferred Stock may be
     divided into and issued in additional series from time to
     time, each such additional shares to be provided for and
     to be distinctively designated, and the issuance of the
     shares of each such additional series to be authorized,
     in and by a resolution or resolutions to be adopted by
     the Board of Directors of the Corporation in accordance
     with the provisions hereof.
          
          (ii) Said 12,000,000 shares of $25 Preferred Stock
     shall be issuable in one or more series from time to
     time; one series of $25 Preferred Stock shall consist of
     2,400,000 shares of 10.72% Preferred Stock, Cumulative,
     $25 par value (hereinafter sometimes called "Series A
     Preferred Stock"), and one series of $25 Preferred Stock
     shall consist of 1,600,000 shares of 13.12% Preferred
     Stock, Cumulative, $25 par value (hereinafter sometimes
     called "Series B Preferred Stock"); and the remaining
     8,000,000 of said shares of $25 Preferred Stock may be
     divided into and issued in additional series from time to
     time, each such additional series to be provided for and
     to be distinctively designated, and the issuance of the
     shares of each such additional series to be authorized,
     in and by a resolution or resolutions to be adopted by
     the Board of Directors of the Corporation in accordance
     with the provisions hereof.
          
                               II
                                
     The shares of each class of Preferred Stock shall have
the same rank and shall have the same relative rights except
as to matters relating to the par values and voting rights
thereof (including matters relating to quorums and
adjournments) and those characteristics with respect to which
there may be variations among the respective series of
Preferred Stock.

     The shares of each series of Preferred Stock shall have
the same rank and shall have the same relative rights except
with respect to such characteristics as are peculiar to or
pertain only to the particular class of such series and with
respect to the following characteristics:

          (a) The number of shares to constitute each such
     series and the distinctive designation thereof;
     
          (b) The annual rate or rates of dividends payable on
     shares of such series and the date from which such
     dividends shall commence to accumulate;
     
          (c) The amount or amounts payable upon redemption
     thereof; and
     
          (d) The terms and amount of the sinking fund
     requirements (if any) for the purchases or redemption of
     shares of each series of Preferred Stock other than the
     First through Tenth Series Preferred Stock;
     
which different characteristics of clauses (a), (b), and (c)
above are herein set forth with respect to the First through
Tenth Series Preferred Stock and of clauses (a), (b), (c), and
(d) above are herein set forth with respect to the Eleventh
and Twelfth Series Preferred Stock and the Series A and Series
B Preferred Stock, and with respect to each additional series
of Preferred Stock, the designation of the class thereof and
the different characteristics of clauses (a), (b), (c), and
(d) above shall be set forth in the resolution of resolutions
of the Board of Directors of the Corporation providing for
such series.  To the extent, if any, that the issuance of
additional series of Preferred Stock, the designation of the
class thereof, the fixing and setting forth of such different
characteristics of each additional series of Preferred Stock,
and the adoption by the Board of Directors of the resolution
or resolutions providing, therefor, constitutes or requires
the amendment of these Articles of Incorporation, the Board of
Directors shall have authority so to amend these Articles of
Incorporation, as provided by Louisiana law and particularly,
but not by way of limitation, Section 24B(6) of Title 12 of
the Louisiana Revised Statues of 1950, as amended, and to
authorize and to cause the due execution and filing of such
Articles of Amendment to these Articles of Incorporation as
the Board of Directors may deem necessary, appropriate or
advisable, or sees fit, for such purpose.

                               III
                                
     Further provisions with respect to the Preferred Stock
and the Common Stock are and shall be as set forth hereinafter
in this Part III of Article 3 and hereinafter in these
Articles of Incorporation.

     (A) The Preferred Stock shall be entitled, but only when
and as declared by the Board of Directors, out of funds
legally available for the payment of dividends, in preference
to the Common Stock, to dividends at the rate of 4.96% per
annum on the First Series Preferred Stock, at the rate of
4.16% per annum on the Second Series Preferred Stock, at the
rate of 4.44% per annum on the Third Series Preferred Stock,
at the rate of 5.16% per annum on the Fourth Series Preferred
Stock, at the rate of 5.40% per annum on the Fifth Series
Preferred Stock, at the rate of 6.44% per annum on the Sixth
Series Preferred Stock, at the rate of 9.52% per annum on the
Seventh Series Preferred Stock, at the rate of 7.84% per annum
on the Eighth Series Preferred Stock, at the rate of 7.36% per
annum on the Ninth Series Preferred Stock, at the rate of
8.56% per annum on the Tenth Series Preferred Stock, at the
rate of 9.44% per annum on the Eleventh Series Preferred
Stock, at the rate of 11.48% per annum on the Twelfth Series
Preferred Stock, at the rate of 10.72% per annum on the Series
A Preferred Stock, and at the rate of 13.12% per annum on the
Series B Preferred Stock, of the par value thereof, and no
more, and at such rate per annum on each additional series as
shall be fixed in and by the resolution or resolutions of the
Board of Directors of the Corporation providing for the
issuance of the shares of such series, payable quarterly on
February 1, May 1, August 1 and November 1 of each year to
stockholders of record as of a date, not exceeding forty (40)
days and not less than ten (10) days preceding such dividend
payment dates, to be fixed by the Board of Directors, such
dividends to be cumulative from the last date to which
dividends upon the First through Tenth Series Preferred Stock
of Louisiana Power & Light Company, a Florida corporation, are
paid, with respect to the First through Tenth Series Preferred
Stock, from November 2, 1977 with respect to the Eleventh
Series Preferred Stock, from March 1, 1979 with respect to the
Twelfth Series Preferred Stock, from July 19, 1979 with
respect to the Series A Preferred Stock, from October 17, 1979
with respect to the Series B Preferred Stock, and from such
date with respect to each additional series, if made
cumulative in and by the resolution or resolutions of the
Board of Directors of the Corporation providing for such
series, as shall be fixed in and by such resolution or
resolutions, provided that, if such resolution or resolutions
so provide, the first dividend payment date for any such
additional series may be the dividend payment date next
succeeding the dividend payment date immediately following the
issuance of the shares of such series.

     (B) If and when dividends payable on any of the Preferred
Stock of the Corporation at any time outstanding shall be in
default in an amount equal to four full quarterly payments or
more per share, and thereafter until all dividends on any such
Preferred Stock in default shall have been paid, the holders
of the Preferred Stock, voting separately as a class, shall be
entitled to elect the smallest number of directors necessary
to constitute a majority of the full Board of Directors, and
the holders of the Common Stock, voting separately as a class,
shall be entitled to elect the remaining directors of the
Corporation, anything herein to the contrary notwithstanding.
The terms of office, as directors, of all persons who may be
directors of the Corporation at the time shall terminate upon
the election of a majority of the Board of Directors by the
holders of the Preferred Stock, except that if the holders of
the Common Stock shall not have elected the remaining
directors of the Corporation, then, and only in that event,
the directors of the Corporation in office just prior to the
election of a majority of the Board of Directors by the
holders of the Preferred Stock shall elect the remaining
directors of the Corporation.  Thereafter, while such default
continues and the majority of the Board of Directors is being
elected by the holders of the Preferred Stock, the remaining
directors, whether elected by directors, as aforesaid, or
whether originally or later elected by holders of the Common
Stock, shall continue in office until their successors are
elected by holders of the Common Stock and shall qualify.

     If and when all dividends then in default on the
Preferred Stock then outstanding shall be paid (such dividends
to be declared and paid out of any funds legally available
therefor as soon as reasonably practicable), the holders of
the Preferred Stock shall be divested of any special right
with respect to the election of directors, and the voting
power of the holders of the Preferred Stock and the holders of
the Common Stock shall revert to the status existing before
the first dividend payment date on which dividends on the
Preferred Stock were not paid in full, but always subject to
the same provisions for vesting such special rights in the
holders of the Preferred Stock in case of further like
defaults in the payment of dividends thereon as described in
the immediately foregoing paragraph.  Upon termination of any
such special voting right upon payment of all accumulated and
unpaid dividends on the Preferred Stock, the terms of office
of all persons who may have been elected directors of the
Corporation by vote of the holders of the Preferred Stock as a
class, pursuant to such special voting right, shall forthwith
terminate, and the resulting vacancies shall be filled by the
vote of a majority of the remaining directors.

     In case of any vacancy in the office of a director
occurring among the directors elected by the holders of the
Preferred Stock, voting separately as a class, the remaining
directors elected by the holders of the Preferred Stock; by
affirmative vote of a majority thereof, or the remaining
director so elected if there be but one, may elect a successor
or successors to hold office for the unexpired term or terms
of the director or directors whose place or places shall be
vacant.  Likewise, in case of any vacancy in the office of a
director occurring among the directors not elected by the
holders of the Preferred Stock, the remaining directors not
elected by the holders of the Preferred Stock, by affirmative
vote of a majority thereof, or the remaining director so
elected if there be but one, may elect a successor or
successors to hold office for the unexpired term or terms of
the director or directors whose place or places shall be
vacant.

     Whenever the right shall have accrued to the holders of
the Preferred Stock to elect directors, voting separately as a
class it shall be the duty of the President, a Vice President
or the Secretary of the Corporation forthwith to call and
cause notice to be given to the shareholders entitled to vote
of a meeting to be held at such time as the Corporation's
officers may fix, not less than forty-five nor more than sixty
days after the accrual of such right, for the purpose of
electing directors.  The notice so given shall be mailed to
each holder of record of the Preferred Stock at his last known
address appearing on the books of the Corporation and shall
set forth, among other things, (i) that by reason of the fact
that dividends payable on the Preferred Stock are in default
in an amount equal to four full quarterly payments or more per
share, the holders of the Preferred Stock, voting separately
as a class, have the right to elect the smallest number of
directors necessary to constitute a majority of the full Board
of Directors of the Corporation, (ii) that any holder of the
Preferred Stock has the right, at any reasonable time, to
inspect, and make copies of, the list or lists of holders of
the Preferred Stock maintained at the principal office of the
Corporation or at the office of any Transfer Agent of the
Preferred Stock, and (iii) either the entirety of this
paragraph or the substance thereof with respect to the number
of shares of the Preferred Stock required to be represented at
any meeting, or adjournment thereof, called for the election
of directors of the Corporation.  At the first meeting of
stockholders held for the purpose of electing directors during
such time as the holders of the Preferred Stock shall have the
special right, voting separately as a class, to elect
directors, the presence in person or by proxy of the holders
of a majority of the outstanding Common Stock shall be
required to constitute a quorum of such class for the election
of directors, and the presence in person or by proxy of the
holders of a majority of the outstanding Preferred Stock shall
be required to constitute a quorum of such class for the
election of directors; provided, however, that in the absence
of a quorum of the holders of the Preferred Stock, no election
of directors shall be held, but a majority of the holders of
the Preferred Stock who are present in person or by proxy
shall have power to adjourn the election of the directors to a
date not less than fifteen nor more than fifty days from the
giving of the notice of such adjourned meeting hereinafter
provided for; and provided, further, that at such adjourned
meeting, the presence in person or by proxy of the holders of
35% of the outstanding Preferred stock shall be required to
constitute a quorum of such class for the election of
directors.  In the event such first meeting of stockholders
shall be so adjourned, it shall be the duty of the President,
a Vice President or the Secretary of the Corporation, within
ten days from the date on which such first meeting shall have
been adjourned, to cause notice of such adjourned meeting to
be given to the shareholders entitled to vote thereat, such
adjourned meeting to be held not less than fifteen days nor
more than fifty days from the giving of such second notice,
such second notice shall be given in the form and manner
hereinabove provided for with respect to the notice required
to be given of such first meeting of stockholders, and shall
further set forth that a quorum was not present at such first
meeting and that the holders of 35% of the outstanding
Preferred Stock shall be required to constitute a quorum of
such class for the election of directors at such adjourned
meeting.  If the requisite quorum of holders of the Preferred
Stock shall not be present at said adjourned meeting, then the
directors of the Corporation then in office shall remain in
office until the next Annual Meeting of the Corporation, or
special meeting in lieu thereof and until their successors
shall have been elected and shall qualify.  Neither such first
meeting nor such adjourned meeting shall be held on a date
within sixty days of the date of the next Annual Meeting of
the Corporation or special meeting in lieu thereof.  At each
Annual Meeting of the Corporation, or special meeting in lieu
thereof, held during such time as the holders of the Preferred
Stock, voting separately as a class, shall have the right to
elect a majority of the Board of Directors, the foregoing
provisions of this paragraph shall govern each Annual Meeting,
or special meeting in lieu thereof, as if said Annual Meeting
or special meeting were the first meeting of stockholders held
for the purpose of electing directors after the right of the
holders of the Preferred Stock, voting separately as a class,
to elect a majority of the Board of Directors, should have
accrued with the exception, that if, at any adjourned annual
meeting, or special meeting in lieu thereof, 35% of the
outstanding Preferred Stock is not present in person or by
proxy, all the directors shall be elected by a vote of the
holders of a majority of the Common Stock of the Corporation
present or represented at the meeting.

     (C) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of at
least two-thirds of the total number of shares of the
Preferred Stock then outstanding:
     
          (1) create, authorize or issue any new stock which,
     after issuance would rank prior to the Preferred Stock as
     to dividends, in liquidation, dissolution, winding up or
     distribution, or create, authorize or issue any security
     convertible into shares of any such stock except for the
     purpose of providing funds for the redemption of all of
     the Preferred Stock then outstanding, such new stock or
     security not to be issued until such redemption shall
     have been authorized and notice of such redemption given
     and the aggregate redemption price deposited as provided
     in paragraph (G) below; provided, however, that any such
     new stock or security shall be issued within twelve
     months (and so long as any of the First Series Preferred
     Stock remains outstanding, within 180 days), after the
     vote of the Preferred Stock herein provided for
     authorizing the issuance of such new stock or security;
     or

          (2) amend, alter, change or repeal any of the
     express terms of any of the Preferred Stock then
     outstanding in a manner prejudicial to the holders
     thereof; the increase or decrease in the authorized
     amount of the Preferred Stock or the creation, or
     increase or decrease in the authorized amount, of any new
     class of stock ranking on a parity with the Preferred
     Stock shall not, for the purposes of this paragraph, be
     deemed to be prejudicial to the holders of the Preferred
     Stock.
   
     (D) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote, at a meeting called for that purpose) of the
holders of a majority of the total number of shares of the
Preferred Stock then outstanding:
     
          (1) merge or consolidate with or into any other
     corporation or corporations or sell or otherwise dispose
     of all or substantially all of the assets of the
     Corporation, unless such merger or consolidation or sale
     or other disposition, or the exchange, issuance or
     assumption of all securities to be issued or assumed in
     connection with any such merger or consolidation or sale
     or other disposition, shall have been ordered, approved
     or permitted by regulatory authority of the United States
     of America under the provisions of the Public Utility
     Holding Company Act of 1935; provided that the provisions
     of this sub-paragraph (1) shall not apply to a purchase
     or other acquisition by the Corporation of franchises or
     assets of another corporation in any manner which does
     not involve a corporate merger or consolidation; or
   
          (2) issue or assume any unsecured notes, debentures
     or other securities representing unsecured indebtedness
     for purposes other than (i) the refunding of outstanding
     unsecured indebtedness theretofore issued or assumed by
     the Corporation, (ii) the reacquisition, redemption or
     other retirement of any indebtedness which reacquisition,
     redemption or other retirement has been authorized by the
     Securities and Exchange Commission under the provisions
     of the Public Utility Holding Company Act of 1935, or
     (iii) the reacquisition, redemption or other retirement
     of all outstanding shares of the Preferred Stock, or
     preferred stock ranking prior to, or pari passu with, the
     Preferred Stock, if immediately after such issue or
     assumption, the total principal amount of all unsecured
     notes, debentures or other securities representing
     unsecured indebtedness issued or assumed by the
     Corporation, including unsecured indebtedness then to be
     issued or assumed (but excluding the principal amount
     then outstanding of any unsecured notes, debentures or
     other securities representing unsecured indebtedness
     having a maturity in excess of ten (10) years and in
     amount not exceeding 10% of the aggregate of (a) and (b)
     of this subparagraph (2) below) would exceed ten per
     centum (10%) of the aggregate of (a) the total principal
     amount of all bonds or other securities representing
     secured indebtedness issued or assumed by the Corporation
     and then to be outstanding, and (b) the capital and
     surplus of the Corporation as then to be stated on the
     books of account of the Corporation.  When unsecured
     notes, debentures or other securities representing
     unsecured debt of a maturity in excess of ten (10) years
     shall become of a maturity of ten (10) years or less, it
     shall then be regarded as unsecured debt of a maturity of
     less than ten (10) years and shall be computed with such
     debt for the purpose of determining the percentage ratio
     to the sum of (a) and (b) above of unsecured debt of a
     maturity of less than ten (10) years, and when provision
     shall have been made, whether through a sinking fund or
     otherwise, for the retirement, prior to their maturity,
     of unsecured notes, debentures or other securities
     representing unsecured debt of a maturity in excess of
     ten (10) years, the amount of such security so required
     to be retired in less than ten (10) years shall be
     regarded as unsecured debt of a maturity of less than ten
     (10) years (and not as unsecured debt of a maturity in
     excess of ten (10) years) and shall be computed with such
     debt for the purpose of determining the percentage ratio
     to the sum of (a) and (b) above of unsecured debt of a
     maturity of less than ten (10) years, provided, however,
     that the payment due upon the maturity of unsecured debt
     having an original single maturity in excess of ten (10)
     years or the payment due upon the latest maturity of any
     serial debt which had original maturities in excess of
     ten (10) years shall not, for the purposes of this
     provision, be regarded as unsecured debt of a maturity of
     less than ten (10) years until such payment or payments
     shall be required to be made within five (5) years
     (provided the words "five (5) years" shall read "three
     (3) years" when none of the First Series Preferred Stock
     remains outstanding); furthermore, when unsecured notes,
     debentures or other securities representing unsecured
     debt of a maturity of less than ten (10) years shall
     exceed 10% of the sum of (a) and (b) above, no additional
     unsecured notes, debentures or other securities repre
     senting unsecured debt shall be issued or assumed (except
     for the purposes set forth in (i), (ii) and (iii) above)
     until such ratio is reduced to 10% of the sum of (a) and
     (b) above; or

          (3) issue, sell, or otherwise dispose of any shares
     of the Preferred Stock in addition to the 805,000 shares
     of the First through Tenth Series Preferred Stock
     originally authorized, or of any other class of stock
     ranking on a parity with the Preferred Stock as to
     dividends or in liquidation, dissolution, winding up or
     distribution, (a) so long as any of the First Series
     Preferred Stock remains outstanding, unless the net
     income of the Corporation and Louisiana Power & Light
     Company, a Florida corporation, determined, after
     provision for depreciation and all taxes and in
     accordance with generally accepted accounting practices,
     to be available for the payment of dividends for a period
     of twelve (12) consecutive calendar months within the
     fifteen (15) calendar months immediately preceding the
     issuance, sale or disposition of such stock, is at least
     equal to twice the annual dividend requirements on all
     outstanding shares of the Preferred Stock and of all
     other classes of stock ranking prior to, or on a parity
     with, the Preferred Stock as to dividends or
     distributions, including the shares proposed to be
     issued, and (b) so long as any Preferred Stock remains
     outstanding, unless the gross income of the Corporation
     and Louisiana Power & Light Company, a Florida
     corporation, for such period, determined in accordance
     with generally accepted accounting practices (but in any
     event after deducting all taxes and the greater of (a)
     the amount for said period charged by the Corporation and
     Louisiana Power & Light Company, a Florida corporation,
     on their books to depreciation expense or (b) the largest
     amount required to be provided therefor by any mortgage
     indenture of the Corporation) to be available for the
     payment of interest, shall have been at least one and
     one-half times the sum of (i) the annual interest charges
     on all interest indebtedness of the Corporation and (ii)
     the annual dividend requirements on all outstanding
     shares of the Preferred Stock and of all other classes of
     stock ranking prior to, or on a parity with, the
     Preferred Stock as to dividends or distributions,
     including the shares proposed to be issued; provided,
     that there shall be excluded from the foregoing
     computation interest charges on all indebtedness and
     dividends on all shares of stock which are to be retired
     in connection with the issue of such additional shares;
     and provided, further, that in any case where such
     additional shares of the Preferred Stock, or other class
     of stock ranking on a parity with the Preferred Stock as
     to dividends or distributions, are to be issued in
     connection with the acquisition of new property, the net
     income and gross income of the property to be so
     acquired, computed on the same basis as the net income
     and gross income of the Corporation, may be included on a
     pro forma basis in making the foregoing computation; or

          (4) issue, sell, or otherwise dispose of any shares
     of the Preferred Stock, in addition to the 805,000 shares
     of the First through Tenth Series Preferred Stock
     originally authorized, or of any other class of stock
     ranking on a parity with the Preferred Stock as to
     dividends or distributions, unless the aggregate of the
     capital of the Corporation applicable to the Common Stock
     and the surplus of the Corporation shall be not less than
     the aggregate amount payable on the involuntary
     liquidation, dissolution or winding up of the
     Corporation, in respect of all shares of the Preferred
     Stock and all shares of stock, if any, ranking prior
     thereto, or on a parity therewith, as to dividends or
     distributions, which will be outstanding after the issue
     of the shares proposed to be issued; provided, that if,
     for the purposes of meeting the requirements of this
     sub-paragraph (4), it becomes necessary to take into
     consideration any earned surplus of the Corporation, the
     Corporation shall not thereafter pay any dividends on
     shares of the Common Stock which would result in reducing
     the Corporation's Common Stock Equity (as in paragraph
     (H) hereinafter defined) to an amount less than the
     aggregate amount payable, on involuntary liquidation,
     dissolution or winding up of the Corporation, on all
     shares of the Preferred Stock and of any stock ranking
     prior to, or on a parity with, the Preferred Stock, as to
     dividends or other distributions, at the time
     outstanding.

     (E) Each holder of Common Stock of the Corporation shall
be entitled to one vote, in person or by proxy, for each share
of such stock standing in his name on the books of the
Corporation. Except as hereinbefore expressly provided in this
Article 3 and as may otherwise be required by law, the holders
of the Preferred Stock shall have no power to vote and shall
be entitled to no notice of any meeting of the stockholders of
the Corporation.  As to matter upon which holders of the
Preferred Stock are entitled to vote as hereinbefore expressly
provided, each holder of $100 Preferred Stock shall be
entitled to one vote, in person or by proxy, for each share of
such stock standing in his name on the books of the
Corporation, and each holder of $25 Preferred Stock shall be
entitled to one-quarter (1/4) vote, in person or by proxy, for
each share of such stock standing in his name on the books of
the Corporation.  As to any matters requiring or permitting or
otherwise calling for or involving the presence of, or the
consent or vote of, or any other action by, a particular
number or percentage or fraction or portion of the total
number of shares of Preferred Stock outstanding, or of the
outstanding Preferred Stock, or of the total number of shares
of Preferred Stock present in person or by proxy, or of the
Preferred Stock present in person or by proxy, for purposes of
making such calculation and determination, each share of $100
Preferred Stock shall be considered and counted as one share
and each share of $25 Preferred Stock shall be considered and
counted as one-quarter (1/4) of a share.
     
     (F) In the event of any voluntary liquidation,
dissolution or winding up of the Corporation, the Preferred
Stock shall have a preference over the Common Stock until an
amount equal to the then current redemption price shall have
been paid.  In the event of any involuntary liquidation,
dissolution or winding up of the Corporation, which shall
include any such liquidation, dissolution or winding up which
may arise out of or result from the condemnation or purchase
of all or a major portion of the properties of the
Corporation, by (i) the United States Government or any
authority, agency, or instrumentality thereof, (ii) a state of
the United States or any political subdivision, authority,
agency or instrumentality thereof, or (iii) a district,
cooperative or other association or entity not organized for
profit, the Preferred Stock shall also have a preference over
the Common Stock until the full par value thereof and an
amount equal to all accumulated and unpaid dividends thereon
shall have been paid by dividends or distribution.
     
     (G) Upon the affirmative vote of a majority of the shares
of the issued and outstanding Common Stock at any annual
meeting, or any special meeting called for that purpose, the
Corporation may at any time redeem all of any series of the
Preferred Stock or may from time to time redeem any part
thereof, by paying in cash, as to the First Series Preferred
Stock, a redemption price of $104.25 per share, as to the
Second Series Preferred Stock, a redemption price of $104.21
per share, as to the Third Series Preferred Stock, a
redemption price of $104.06 per share, as to the Fourth Series
Preferred Stock, a redemption price of $104.18 per share, as
to the Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred Stock, a
redemption price of $102.92 per share, as to the Seventh
Series Preferred Stock, a redemption price of $108.96 per
share if redeemed on or prior to November 1, 1980, $106.58 per
share if redeemed subsequent to November 1, 1980 but on or
prior to November 1, 1985, and $104.20 per share if redeemed
subsequent to November 1, 1985, as to the Eighth Series
Preferred Stock, a redemption price of $107.70 per share if
redeemed on or prior to April 1, 1981, $105.74 per share if
redeemed subsequent to April 1, 1981 but on or prior to April
1, 1986, and $103.78 per share if redeemed subsequent to April
1, 1986, as to the Ninth Series Preferred Stock, a redemption
price of $107.04 per share if redeemed on or prior to January
1, 1982, $105.20 per share if redeemed subsequent to January
1, 1982 but on or prior to January 1, 1987, and $103.36 per
share if redeemed subsequent to January 1, 1987, as to the
Tenth Series Preferred Stock, a redemption price of $107.42
per share if redeemed on or prior to March 1, 1984, $105.28
per share if redeemed subsequent to March 1, 1984 but on or
prior to March 1, 1989, and $103.14 per share if redeemed
subsequent to March 1, 1989, as to the Eleventh Series
Preferred Stock, a redemption price of $111.44 per share if
redeemed on or prior to November 1, 1982 (except that no share
of the Eleventh Series Preferred Stock shall be redeemed prior
to November 1, 1982 if such redemption is for the purpose or
in anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the Corporation,
or through the use, directly or indirectly, of funds derived
through the issuance by the Corporation of stock ranking prior
to or on a parity with the Eleventh Series Preferred Stock as
to dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or such
stock has an effective dividend cost to the Corporation (so
computed) of less than 9.4297% per annum), $109.08 per share
if redeemed subsequent to November 1, 1982 but on or prior to
November 1, 1987, $106.72 per share if redeemed subsequent to
November 1, 1987 but on or prior to November 1, 1992, and
$104.36 per share if redeemed subsequent to November 1, 1992,
as to the Twelfth Series Preferred Stock, a redemption price
of $113.98 per share if redeemed on or prior to March 1, 1984
(except that no share of the Twelfth Series Preferred Stock
shall be redeemed prior to March 1, 1984 if such redemption is
for the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation of
stock ranking prior to or on a parity with the Twelfth Series
Preferred Stock as to dividends or assets, if such borrowed
funds have an effective interest cost to the Corporation
(computed in accordance with generally accepted financial
practice) or such stock has an effective dividend cost to the
Corporation (so computed) of less than 11.4560% per annum),
$111.11 per share if redeemed subsequent to March 1, 1984 but
on or prior to March 1, 1989, $108.24 per share if redeemed
subsequent to March 1, 1989 but on or prior to March 1, 1994,
and $105.37 per share if redeemed subsequent to March 1, 1994,
as to the Series A Preferred Stock, a redemption price of
$27.68 per share if redeemed on or prior to July 1, 1984
(except that no share of the Series A Preferred Stock shall be
redeemed prior to July 1, 1984 if such redemption is for the
purpose or in anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly, of
funds derived through the issuance by the Corporation of stock
ranking prior to or on a parity with the Series A Preferred
Stock as to dividends or assets, if such borrowed funds have
an effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or such
stock has an effective dividend cost to the Corporation (so
computed) of less than 11.2705% per annum), $27.01 per share
if redeemed subsequent to July 1, 1984 but on or prior to July
1, 1989, $26.34 per share if redeemed subsequent to July 1,
1989 but on or prior to July 1, 1994, and $25.67 per share if
redeemed subsequent to July 1, 1994, and as to the Series B
Preferred Stock, a redemption price of $28.28 per share if
redeemed on or prior to October 1, 1984 (except that no share
of the Series B Preferred Stock shall be redeemed prior to
October 1, 1984 if such redemption is for the purpose or in
anticipation of refunding such share through the use, directly
or indirectly, of funds borrowed by the Corporation, or
through the use, directly or indirectly, of funds derived
through the issuance by the Corporation of stock ranking prior
to or on a parity with the Series B Preferred Stock as to
dividends or assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed) of
less than 14.6103% per annum), $27.46 per share if redeemed
subsequent to October 1, 1984 but on or prior to October 1,
1989, $26.64 per share if redeemed subsequent to October 1,
1989 but on or prior to October 1, 1994, and $25.82 per share
if redeemed subsequent to October 1, 1994, and as to each
additional series such redemption price or prices, with such
restrictions or limitations, if any, on redemption or
refunding, as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the Corporation
providing for such series; plus, in each case where
applicable, an amount equivalent to the accumulated and unpaid
dividends, if any, to the date fixed for redemption; provided
that without the vote of the issued and outstanding Common
Stock, the Series A Preferred Stock shall be subject to
redemption as and for a sinking fund as follows: on July 1,
1984 and on each July 1 thereafter (each such date being
hereinafter referred to as a "Series A Sinking Fund Redemption
Date"), for so long as any shares of the Series A Preferred
Stock shall remain outstanding, the Corporation shall redeem,
out of funds legally available therefor, 120,000 shares of the
Series A Preferred Stock (or the number of shares then
outstanding if less than 120,000) at the sinking fund
redemption price of $25 per share plus, as to each share so
redeemed, an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of the
Series A Preferred Stock being hereinafter referred to as the
"Series A Sinking Fund Obligation"); the Series A Sinking Fund
Obligation shall be cumulative; if on any Series A Sinking
Fund Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date, the
Series A Sinking Fund Obligation with respect to the shares
not redeemed shall carry forward to each successive Series A
Sinking Fund Redemption Date until such shares shall have been
redeemed; whenever on any Series A Sinking Fund Redemption
Date, the funds of the Corporation legally available for the
satisfaction of the Series A Sinking Fund Obligation and all
other sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series A Preferred
Stock (such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation to
satisfy fully its Total Sinking Fund Obligation on that date,
the Corporation shall apply to the satisfaction of its Series
A Sinking Fund Obligation on that date that proportion of such
legally available funds which is equal to the ratio of such
Series A Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series A Sinking Fund
Obligation, the Corporation shall have the option, which shall
be non-cumulative, to redeem, upon authorization of the Board
of Directors, on each Series A Sinking Fund Redemption Date,
at the aforesaid sinking fund redemption price, up to 120,000
additional shares of the Series A Preferred Stock; the
Corporation shall be entitled, at its election, to credit
against its Series A Sinking Fund Obligation on any Series A
Sinking Fund Redemption Date any shares of the Series A
Preferred Stock (including shares of the Series A Preferred
Stock optionally redeemed at the aforesaid sinking fund
redemption price) theretofore redeemed, other than shares of
the Series A Preferred Stock redeemed pursuant to the Series A
Sinking Fund Obligation, purchased or otherwise acquired and
not previously credited against the Series A Sinking Fund
Obligation; and provided that without the vote of the issued
and outstanding Common Stock, the Series B Preferred Stock
shall be subject to redemption as and for a sinking fund as
follows: on October 1, 1984 and on each October 1 thereafter
(each such date being hereinafter referred to as a "Series B
Sinking Fund Redemption Date"), for so long as any shares of
the Series B Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 80,000 shares of the Series B Preferred Stock (or
the number of shares then outstanding if less than 80,000) at
the sinking fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the date
of redemption (the obligation of the Corporation so to redeem
the shares of the Series B Preferred Stock being hereinafter
referred to as the "Series B Sinking Fund Obligation"); the
Series B Sinking Fund Obligation shall be cumulative; if on
any Series B Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor sufficient to
redeem the full number of shares required to be redeemed on
that date, the Series B Sinking Fund Obligation with respect
to the shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date until such
shares shall have been redeemed; whenever on any Series B
Sinking Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the Series B Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class or
series of its stock ranking on a parity as to dividends or
assets with the Series B preferred Stock (such Obligation and
obligations collectively being hereinafter referred to as the
"Total Sinking Fund Obligation") are insufficient to permit
the Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to the
satisfaction of its Series B Sinking Fund Obligation on that
date that proportion of such legally available funds which is
equal to the ratio of such Series B Sinking Fund Obligation to
such Total Sinking Fund Obligation; in addition to the Series
B Sinking Fund Obligation, the Corporation shall have the
option, which shall be noncumulative, to redeem, upon
authorization of the Board of Directors on each Series B
Sinking Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 80,000 additional shares of the Series
B Preferred Stock; the Corporation shall be entitled, at its
election, to credit against its Series B Sinking Fund
Obligation on any Series B Sinking Fund Redemption Date any
shares of the Series B Preferred Stock (including shares of
the Series B Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore redeemed,
other than shares of the Series B Preferred Stock redeemed
pursuant to the Series B Sinking Fund Obligation, purchased or
otherwise acquired and not previously credited against the
Series B Sinking Fund Obligation. Notice of the intention of
the Corporation to redeem all or any part of the Preferred
Stock shall be mailed not less than thirty (30) days nor more
than sixty (60) days before the date fixed for redemption to
each holder of record of Preferred Stock to be redeemed, at
his post-office address as shown by the Corporation's records,
and not less than thirty (30) days' nor more than sixty (60)
days' notice of such redemption may be published in such
manner as may be prescribed by resolution of the Board of
Directors of the Corporation; and, in the event of such
publication, no defect in the mailing of such notice shall
affect the validity of the proceedings for the redemption of
any shares of Preferred Stock so to be redeemed.
Contemporaneously with the mailing or publication of such
notice as aforesaid or at any time thereafter prior to the
date fixed for redemption, the Corporation may deposit the
aggregate redemption price (or the portion thereof not already
paid in the redemption of such Preferred Stock so to be
redeemed) with any bank or trust company in the City of New
York, New York, or in the City of New Orleans, Louisiana,
named in such notice, payable to the order of the record
holders of the Preferred Stock so to be redeemed, as the case
may be, on the endorsement and surrender of their
certificates, and thereupon said holders shall cease to be
stockholders with respect to such shares; and from and after
the making of such deposit such holders shall have no interest
in or claim against the Corporation with respect to said
shares, but shall be entitled only to receive such moneys from
said bank or trust company, with interest, if any, allowed by
such bank or trust company on such moneys deposited as in this
paragraph provided, on endorsement and surrender of their
certificates as aforesaid.  Any moneys so deposited, plus
interest thereon, if any, remaining unclaimed at the end of
six years from the date fixed for redemption, if thereafter
requested by resolution of the Board of Directors, shall be
repaid to the Corporation, and in the event of such repayment
to the Corporation, such holders of record of the shares so
redeemed as shall not have made claim against such moneys
prior to such repayment to the Corporation, shall be deemed to
be unsecured creditors of the Corporation for an amount,
without interest, equivalent to the amount deposited, plus
interest thereon, if any, allowed by such bank or trust
company, as above stated, for the redemption of such shares
and so paid to the Corporation.  Shares of the Preferred Stock
which have been redeemed shall not be reissued. If less than
all of the shares of any series of the Preferred Stock are to
be redeemed, the shares thereof to be redeemed shall be
selected by lot, in such manner as the Board of Directors of
the Corporation shall determine, by an independent bank or
trust company selected for that purpose by the Board of
Directors of the Corporation.  Nothing herein contained shall
limit any legal right of the Corporation to purchase or
otherwise acquire any shares of the Preferred Stock; provided,
however, that, so long as any shares of the Preferred Stock
are outstanding, the Corporation shall not (i) make any
payment, or set aside funds for payment, into any sinking fund
for the purchase or redemption of any shares of the Preferred
Stock, or (ii) redeem, purchase or otherwise acquire less than
all of the shares of the Preferred Stock, if, at the time of
such payment or setting aside of funds for payment into such
sinking fund, or of such redemption, purchase or other
acquisition, dividends payable on any of the Preferred Stock
shall be in default in whole or in part, unless, prior to or
concurrently with such payment or setting aside of funds for
payment into such sinking fund, and/or such redemption,
purchase or other acquisition, as the case may be, all such
defaults shall be cured or unless such payment or setting
aside of funds for payment into such sinking fund, and/or such
redemption, purchase or other acquisition, as the case may be,
shall have been ordered, approved or permitted under the
Public Utility Holding Company Act of 1935.  Any shares of the
Preferred Stock so redeemed, purchased or acquired shall be
retired and cancelled.

     (H) For the purposes of this paragraph (H) and
subparagraph (4) of paragraph (D) the term "Common Stock
Equity" shall mean the aggregate of the par value of, or
stated capital represented by, the outstanding shares (other
than shares owned by the Corporation) of stock ranking junior
to the Preferred Stock as to dividends and assets, of the
premium on such junior stock and of the surplus (including
earned surplus, capital surplus and surplus invested in plant)
of the Corporation less (unless the amounts or items are being
amortized or are being provided for by reserves), (1) any
amounts recorded on the books of the Corporation for utility
plant and other plant in excess of the original cost thereof,
(2) unamortized debt discount and expense, capital stock
discount and expense and any other intangible items set forth
on the asset side of the balance sheet as a result of
accounting convention, (3) the excess, if any, of the
aggregate amount payable on involuntary liquidation,
dissolution or winding up of the affairs of the Corporation
upon all outstanding Preferred Stock over the aggregate par or
stated value thereof and any premiums thereon and (4) the
excess, if any, for the period beginning with January 1, 1953
to the end of a month within ninety (90) days preceding the
date as of which Common Stock Equity is determined, of the
cumulative amount computed under requirements contained in the
Corporation's mortgage indentures relating to minimum depre
ciation provisions (this cumulative amount being the aggregate
of the largest amounts separately computed for entire periods
of differing co-existing mortgage indenture requirements),
over the amount charged by the Corporation and Louisiana Power
& Light Company, a Florida corporation, on their books for
depreciation during such period, including the final fraction
of a year. For the purpose of this paragraph (H):(i) the term
"total capitalization" shall mean the sum Or the Common Stock
Equity plus item (3) in this paragraph (H) and the stated
capital applicable to, and any premium on, outstanding stock
of the Corporation not included in Common Stock Equity, and
the principal amount of all outstanding debt of the
Corporation maturing more than twelve months after the date of
the determination of the total capitalization; and (ii) the
term "dividends on Common Stock" shall embrace dividends on
Common Stock (other than dividends payable only in shares of
Common Stock), distributions on, and purchases or other
acquisitions for value of, any Common Stock of the Corporation
or other stock, if any, subordinate to its Preferred Stock as
to dividends or other distributions. So long as any shares of
the Preferred Stock are outstanding, the Corporation shall not
declare or pay any dividends on the Common Stock, except as
follows:

          (a) If and so long as the Common Stock Equity at the
     end of the calendar month immediately preceding the date
     on which a dividend on Common Stock is declared is, or as
     a result of such dividend would become, less than 20% of
     total capitalization, the Corporation shall not declare
     such dividends in an amount which, together with all
     other dividends on Common Stock paid by the Corporation
     and Louisiana Power & Light Company, a Florida
     corporation, within the year ending with and including
     the date on which such dividend is payable, exceeds 50%
     of the net income of the Corporation and Louisiana Power
     & Light Company, a Florida corporation, available for
     dividends on Common Stock for the twelve full calendar
     months immediately preceding the month in which such
     dividends are declared, except in an amount not exceeding
     the aggregate of dividends on Common Stock which under
     the restrictions set forth above in this subparagraph (a)
     could have been, and have not been, declared; and
   
          (b) If and so long as the Common Stock Equity at the
     end of the calendar month immediately preceding the date
     on which a dividend on Common Stock is declared is, or as
     a result of such dividend would become, less than 25% but
     not less than 20% of total capitalization, the
     Corporation shall not declare dividends on the Common
     Stock in an amount which, together with all other
     dividends on Common Stock paid by the Corporation and
     Louisiana Power & Light Company, a Florida corporation,
     within the year ending with and including the date on
     which such dividend is payable, exceeds 75% of the net
     income of the Corporation and Louisiana Power & Light
     Company, a Florida corporation, available for dividends
     on Common Stock for the twelve full calendar months
     immediately preceding the month in which such dividends
     are declared, except in an amount not exceeding the
     aggregate of dividends on Common Stock which under the
     restrictions set forth above in subparagraph (a) and in
     this subparagraph (b) could have been, and have not been,
     declared; and
   
          (c) At any time when the Common Stock Equity is 25%
     or more of total capitalization, the Corporation may not
     declare dividends on shares of the Common Stock which
     would reduce the Common Stock Equity below 25% of total
     capitalization, except to the extent provided in
     subparagraphs (a) and (b) above.
   
     So long as any of the Second through Twelfth Series
Preferred Stock or any of the Series A or Series B Preferred
Stock remains outstanding, or there remains outstanding any
additional series of Preferred Stock with respect to which the
resolution or resolutions of the Board of Directors of the
Corporation providing for same makes this sentence applicable,
at any time when the aggregate of all amounts credited
subsequent to January 1, 1953 to the depreciation reserve
account of the Corporation and Louisiana Power & Light
Company, a Florida corporation, through charges to operating
revenue deductions or otherwise on the books of the
Corporation and Louisiana Power & Light Company, a Florida
corporation (other than transfers out of the balance of
surplus as of December 31, 1952), shall be less than the
amount computed as provided in clause (aa) below, under
requirements contained in the Corporation's mortgage
indentures, then for the purposes of subparagraphs (a) and (b)
above, in determining the earnings available for Common Stock
dividends during any twelve-month period, the amount to be
provided for depreciation in that period shall be (aa) the
greater of the cumulative amount charged to depreciation
expense on the books of the Corporation and Louisiana Power &
Light Company, a Florida corporation, or the cumulative amount
computed under requirements contained in the Corporation's
mortgage indentures relating to minimum depreciation
provisions (the latter cumulative amount being the aggregate
of the largest amounts separately computed for entire periods
of differing coexisting mortgage indenture requirements) for
the period from January 1, 1953 to and including said
twelve-month period, less (bb) the greater of the cumulative
amount charged to depreciation expense on the books of the
Corporation and Louisiana Power & Light Company, a Florida
corporation, or the cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions (the
latter cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of differing
coexisting mortgage indenture requirements) from January 1,
1953 up to but excluding said twelve-month period; provided
that in the event any company other than Louisiana Power &
Light Company, a Florida corporation, is merged into the
Corporation, the "cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions"
referred to above shall be computed without regard, for the
period prior to the merger, of property acquired in the
merger, and the "cumulative amount charged to depreciation
expense on the books of the Corporation and Louisiana Power &
Light Company, a Florida corporation", shall be exclusive of
amounts provided for such property prior to the merger.
     
     (I) Dividends may be paid upon the Common Stock only when
(i) dividends have been paid or declared and funds set apart
for the payment of dividends as aforesaid on the Preferred
Stock from the dates after which dividends thereon became
cumulative, to the beginning of the period then current, with
respect to which such dividends on the Preferred Stock are
usually declared, and (ii) all payments have been made or
funds have been set aside for payments then or theretofore due
under the terms of sinking fund requirements (if any) for the
purchase or redemption of shares of the Preferred Stock, but
whenever (x) there shall have been paid or declared and funds
shall have been set apart for the payment of all such
dividends upon the Preferred Stock as aforesaid, and (y) all
payments shall have been made or funds shall have been set
aside for all payments then or theretofore due under the terms
of sinking fund requirements (if any) for the purchase or
redemption of shares of the Preferred Stock, then, subject to
the limitations above set forth, dividends upon the Common
Stock may be declared payable then or thereafter, out of any
net earnings or surplus of assets over liabilities, including
capital, then remaining. After the payment of the limited
dividends and/or shares in distribution of assets to which the
Preferred Stock is expressly entitled in preference to the
Common Stock, in accordance with the provisions hereinabove
set forth, the Common Stock alone (subject to the rights of
any class of stock hereafter authorized) shall receive all
further dividends and shares in distribution.

     (J) Subject to the limitations hereinabove set forth the
Corporation from time to time may resell any of its own stock,
purchased or otherwise acquired by it as hereinafter provided
for, at such price as may be fixed by its Board of Directors
or Executive Committee.
     
     (K) Subject to the limitations hereinabove set forth the
Corporation in order to acquire funds with which to redeem any
outstanding Preferred Stock, may issue and sell stock of any
class then authorized but unissued, bonds, notes, evidences of
indebtedness, or other securities.

     (L) Subject to the limitations hereinabove set forth the
Board of Directors of the Corporation may at any time
authorize the conversion or exchange of the whole or any
particular share of the outstanding Preferred Stock, with the
consent of the holder thereof, into or for stock of any other
class at the time of such consent authorized but unissued and
may fix the terms and conditions upon which such conversion or
exchange may be made; provided that without the consent of the
holders of record of two-thirds of the shares of Common Stock
outstanding given at a meeting of the holders of the Common
Stock called and held as provided by the By-Laws or given in
writing without a meeting, the Board of Directors shall not
authorize the conversion or exchange of any Preferred Stock
into or for Common Stock or authorize the conversion or
exchange of any Preferred Stock into or for preferred stock of
any other class, if by such conversion or exchange the amount
which the holders of the shares of stock so converted or
exchanged would be entitled to receive either as dividends or
shares in distribution of assets in preference to the Common
Stock would be increased.

     (M) A consolidation, merger or amalgamation of the
Corporation with or into any other corporation or corporations
shall not be deemed a distribution of assets of the
Corporation within the meaning of any provisions of these
Articles of Incorporation.
     
     (N) The consideration received by the Corporation from
the sale of any additional stock without nominal or par value
shall be entered in the Corporation's capital stock account.

     (O) Subject to the limitations hereinabove set forth,
upon the vote of a majority of all the directors of the
Corporation and of a majority of the total number of shares of
stock then issued and outstanding and entitled to vote (or if
the vote of a larger number or different proportion of shares
is required by the laws of the State of Louisiana,
notwithstanding the above agreement of the stockholders of the
Corporation to the contrary, then upon the vote of the larger
number or different proportion of shares so required), the
Corporation may from time to time create or authorize one or
more other classes of stock with such preferences,
designations, rights, privileges, powers, restrictions,
limitations and qualifications as may be determined by said
vote, which may be the same as or different from the
preferences, designations, rights, privileges, powers,
restrictions, limitations and qualifications of the classes of
stock of the Corporation then authorized.  Any such vote
authorizing the creation of a new class of stock may provide
that all moneys payable by the Corporation with respect to any
class of stock thereby authorized shall be paid in the money
of any foreign country named therein or designated by the
Board of Directors, pursuant to authority therein granted, at
a fixed rate of exchange with the money of the United States
of America therein stated or provided for and all such
payments shall be made accordingly.  Any such vote may
authorize any shares of any class then authorized but unissued
to be issued as shares of such new class or classes.

     (P) Subject to the limitations hereinabove set forth, the
$100 Preferred Stock or the $25 Preferred Stock or the Common
Stock or any of said classes of stock may be increased at any
time upon vote of the holders of a majority of the total
number of shares of the Corporation then issued and
outstanding and entitled to vote thereon, irrespective of
class.

     (Q) If any provision in this Article 3 shall be in
conflict or inconsistent with any other provision of the
Articles of Incorporation of the Corporation, the provisions
of this Article 3 shall prevail and govern.

                            ARTICLE 4
                                
     The Corporation shall have perpetual existence.
     
                            ARTICLE 5
                                
     The Board of Directors shall consist of such number of
directors as shall be determined from time to time as provided
in this Article 5.  Directors shall be elected at each annual
meeting of stockholders and, subject to the provisions of
Article 3 hereof, each director so elected shall hold office
until the next annual meeting of stockholders and until his
successor is elected and qualified.  The number of directors
to be elected at any annual meeting of stockholders shall,
except as otherwise provided herein, be the number fixed in
the latest resolution of the Board of Directors adopted
pursuant to the authority contained in the next succeeding
sentence and not subsequently rescinded.  The Board of
Directors shall have power from time to time and at any time
when the stockholders are not assembled in an annual or
special meeting, by resolution adopted by a majority of the
directors then in office, to fix the number of directors of
the Corporation, provided that the number so fixed shall be
not less than seven (7) and not more than fifteen (15).  If
the number of directors is increased, the additional directors
may, to the extent permitted by law and subject to the
provisions of Article 3 hereof, be elected by a majority of
the directors in office at the time of the increase, or, if
not so elected prior to the next annual meeting of
stockholders, such additional directors shall be elected at
such annual meeting.  If the number of directors is decreased
and the decrease does not exceed the number of vacancies in
the Board then existing, then, subject to the provisions of
Article 3 hereof, such resolution may provide that it shall
become effective forthwith; and to the extent that the
decrease does exceed such number of vacancies, such resolution
shall provide that it shall not become effective until the
next election of directors by the stockholders.  If the Board
of Directors shall fail to adopt a resolution which fixes
initially the number of directors, the number of directors
shall be nine (9).  If, after the number of directors shall
have been fixed by such resolution, such resolution shall be
ineffective or shall cease to be in effect for any cause other
than by being superseded by another such resolution, the
number of directors shall be that number specified in the
latest of such resolutions, whether or not such resolution
continues in effect.

                            ARTICLE 6
                                
     For the regulation of the business and for the conduct of
the affairs of the Corporation, and to create, divide, limit
and regulate the powers of the Corporation, the directors and
the stockholders, provision is made as follows:
     
          (a) General authority is hereby conferred upon the
     Board of Directors of the Corporation to fix the
     consideration for which shares of stock of the
     Corporation without nominal or par value, may be issued
     and disposed of and the shares of stock of the
     Corporation without nominal or par value, whether
     authorized by these Articles of Incorporation or by
     subsequent increase of the authorized number of shares of
     stock or by amendment of these Articles of Incorporation
     by consolidation or merger or otherwise and/or any
     securities convertible into stock of the Corporation
     without nominal or par value, may be issued and disposed
     of by the Board of Directors for such consideration and
     on such terms and in such manner as may be fixed from
     time to time by the Board of Directors.
   
          (b) If now or hereafter permitted by Louisiana law,
     the issue of the whole, or any part determined by the
     Board of Directors, of the shares of stock of the
     Corporation as partly paid, and subject to calls thereon
     until the whole thereof shall have been paid, is hereby
     authorized.
   
          (c) The Board of Directors shall have power to
     authorize the payment of compensation to the directors
     for services to the Corporation, including fees for
     attendance at meetings of the Board of Directors or the
     Executive Committee and all other Committees and to
     determine the amount of such compensation and fees.

          (d) The Corporation may issue a new certificate of
     stock in the place of any certificate theretofore issued
     by it, alleged to have been lost or destroyed, and the
     Board of Directors may, in their discretion, require the
     owner of the lost or destroyed certificate, or his legal
     representative, to give bond in such sum as they may
     direct as indemnity against any claim that may be made
     against the Corporation, its officers, employees or
     agents by reason thereof; a new certificate may be issued
     without requiring any bond when, in the judgment of the
     directors, it is proper so to do.
   
          If the Corporation shall neglect or refuse to issue
     such a new certificate and it shall appear that the owner
     thereof has applied to the Corporation for a new
     certificate in place thereof and has made due proof of
     the loss or destruction thereof and has given such notice
     of his application for such new certificate in such
     newspaper of general circulation, published in the State
     of Louisiana, as reasonably should be approved by the
     Board of Directors, and in such other newspaper as may be
     required by the Board of Directors, and has tendered to
     the Corporation adequate security to indemnify the
     Corporation, its officers, employees or agents, and any
     person other than such applicant who shall thereafter
     appear to be the lawful owner of such allegedly lost or
     destroyed certificate against damage, loss or expense
     because of the issuance of such new certificate, and the
     effect thereof as herein provided, then, unless there is
     adequate cause why such new certificate shall not be
     issued, the Corporation, upon the receipt of said
     indemnity, shall issue a new certificate of stock in
     place of such lost or destroyed certificate.  In the
     event that the Corporation shall nevertheless refuse to
     issue a new certificate as aforesaid, the applicant may
     then petition any court of competent jurisdiction for
     relief against the failure of the Corporation to perform
     its obligations hereunder.  In the event that the
     Corporation shall issue such new certificate, any person
     who shall thereafter claim any rights under the
     certificate in place of which such new certificate is
     issued, whether such new certificate is issued pursuant
     to the judgment or decree of such court or voluntarily by
     the Corporation after the publication of notice and the
     receipt of proof and indemnity as aforesaid, shall have
     recourse to such indemnity and the Corporation shall be
     discharged from all liability to such person by reason of
     such certificate and the shares represented thereby.

          (e) No stockholder shall have any right to inspect
     any account, book or document of the Corporation, except
     as conferred by statute or authorized by the directors.

          (f) No holder of any stock of the Corporation shall
     be entitled as of right to purchase or subscribe for any
     part of any stock of the Corporation authorized by these
     Articles of Incorporation or of any additional stock of
     any class to be issued by reason of any increase of the
     authorized capital stock of the Corporation or of any
     bonds, certificates of indebtedness, debentures or other
     securities convertible into stock of the Corporation, but
     any stock authorized by these Articles of Incorporation
     or any such additional authorized issue of new stock or
     of securities convertible into stock may be issued and
     disposed of by the Board of Directors to such persons,
     firms, corporations or associations for such
     consideration and upon such terms and in such manner as
     the Board of Directors may in their discretion determine,
     without offering any thereof, on the same terms or on any
     terms, to the stockholders then of record or to any class
     of stockholders.

          (g) A director of the Corporation shall not be
     disqualified by his office from dealing or contracting
     with the Corporation either as a vendor, purchaser or
     otherwise, nor shall any transaction or contract of the
     Corporation be void or voidable by reason of the fact
     that any director or any firm of which any director is a
     member or any corporation of which any director is a
     shareholder or director, is in any way interested in such
     transaction or contract, provided that such transaction
     or contract is or shall be authorized, ratified or
     approved either (1) by a vote of a majority of a quorum
     of the Board of Directors or of the Executive Committee,
     without counting in such majority or quorum any director
     so interested or member of a firm so interested or a
     shareholder or director of a corporation so interested,
     or (2) by vote at a stockholders' meeting of the holders
     of record of a majority of all the outstanding shares of
     stock of the Corporation entitled to vote or by writing
     or writings signed by a majority of such holders; nor
     shall any director be liable to account to the
     Corporation for any profits realized by and from or
     through any such transaction or contract of the
     Corporation, authorized, ratified or approved as
     aforesaid, by reason of the fact that he or any firm of
     which he is a member or any corporation of which is a
     shareholder or director was interested in such
     transaction or contract.  Nothing herein contained shall
     create any liability in the events above described or
     prevent the authorization, ratification or approval of
     such contracts in any other manner provided by law.

          (h) Any director may be removed and his place filled
     at any meeting of the stockholders by the vote of a
     majority of the outstanding stock of the Corporation
     entitled to vote. Vacancies in the Board of Directors,
     except vacancies arising from the removal of directors,
     shall be filled by the directors remaining in office.

          (i) Any property of the Corporation not essential to
     the conduct of its corporate business and purposes may be
     sold, leased, exchanged or otherwise disposed of by
     authority of its Board of Directors, and the Corporation
     may sell, lease, exchange or otherwise dispose of all of
     its property and franchises or any of its property,
     franchises, corporate rights or privileges essential to
     the conduct of its corporate business and purposes, upon
     the consent of and for such consideration and upon such
     terms as may be authorized by a majority of all of the
     directors and the holders of a majority of the
     outstanding shares of stock entitled to vote (or, if the
     consent or vote of a larger number or different propor
     tion of the directors and/or shares is required by the
     laws of the State of Louisiana notwithstanding the above
     agreement of the stockholders of the Corporation to the
     contrary, then upon the consent or vote of the larger
     number or different proportion of the directors and/or
     shares so required) expressed in writing or by vote at a
     meeting of stockholders duly called and held as provided
     by law or in the manner provided by the By-Laws of the
     Corporation, if not inconsistent therewith; and at no
     time shall any of the plants, properties, easements,
     franchises (other than corporate franchises) or
     securities then owned by the Corporation, be deemed to be
     property, franchises, corporate rights or privileges
     essential to the conduct of the corporate business and
     purposes of the Corporation.

          (j) Upon the written consent or the vote of the
     holders of record of a majority of the shares of stock of
     the Corporation then outstanding and entitled to vote,
     (1) any or every statute of the State of Louisiana (a)
     increasing, diminishing, or in any way affecting the
     rights, powers or privileges of stockholders of
     corporations organized under the general laws of said
     State, or (b) giving effect to the action taken by any
     part, less than all, of the stockholders of any such
     corporation, shall be binding upon the Corporation and
     every stockholder thereof, to the same extent as if such
     statute had been in force at the date of the making,
     filing and recording of these Articles of Incorporation,
     and/or (2) amendments of these Articles of Incorporation
     authorized at the time of making such amendments by the
     laws of the State of Louisiana, may be made.
   
   
     These Restated Articles of Incorporation are executed on
and dated the 21st day of February, 1980.



                     LOUISIANA POWER & LIGHT COMPANY


                    By:     /s/ J. M. Wyatt
                         J. M. Wyatt, President


                     By:     /s/ W. H. Talbot
                         W. H. Talbot, Secretary




                         ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS


     BEFORE ME, the undersigned authority, personally came and
appeared J. M. WYATT and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.


                                /s/ J. M. Wyatt
                              J. M. Wyatt, President
                              Louisiana Power & Light Company



                                 /s/ W. H. Talbot
                              W. H. Talbot, Secretary
                              Louisiana Power & Light Company



Sworn to and subscribed before me at New
Orleans, Louisiana, on this 21st day of
February, 1980.


  /s/ Melvin Schwartzman
       Notary Public



My commission is issued for life.



                      ARTICLES OF AMENDMENT
                                
                             to the
               RESTATED ARTICLES OF INCORPORATION
                               of
                 LOUISIANA POWER & LIGHT COMPANY



     On October 28, l980 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation of said corporation as follows:

          Sub-paragraph (ii) of paragraph (b) of Part I of
     said Article 3 is amended to be and to read in its
     entirety as follows:

               (ii) Said 12,000,000 shares of $25 Preferred
          Stock shall be issuable in one or more series from
          time to time; one series of $25 Preferred Stock
          shall consist of 2,400,000 shares of 10.72%
          Preferred Stock, Cumulative, $25 par value
          (hereinafter sometimes called "Series A Preferred
          Stock"), one series of $25 Preferred Stock shall
          consist of 1,600,000 shares of 13.12% Preferred
          Stock, Cumulative, $25 par value (hereinafter
          sometimes called "Series B Preferred Stock"), and
          one series of $25 Preferred Stock shall consist of
          1,200,000 shares of 15.20% Preferred Stock,
          Cumulative, $25 par value (hereinafter sometimes
          called "Series C Preferred Stock"); and the
          remaining 6,800,000 of said shares of $25 Preferred
          Stock may be divided into and issued in additional
          series from time to time, each such additional
          series to be provided for and to be distinctively
          designated, and the issuance of the shares of each
          such additional series to be authorized, in and by a
          resolution or resolutions to be adopted by the Board
          of Directors of the Corporation in accordance with
          the provisions hereof.
          
          The second sentence of Part II of said Article 3 is
     amended to be and to read in its entirety as follows:

               The shares of each series of Preferred Stock
          shall have the same rank and shall have the same
          relative rights except with respect to such
          characteristics as are peculiar to or pertain only
          to the particular class of such series and with
          respect to the following characteristics:

                    (a) The number of shares to constitute
               each such series and the distinctive
               designation thereof;

                    (b) The annual rate or rates of dividends
               payable on shares of such series and the date
               from which such dividends shall commence to
               accumulate;

                    (c) The amount or amounts payable upon
               redemption thereof; and

                    (d) The terms and amount of the sinking
               fund requirements (if any) for the purchase or
               redemption of shares of each series of
               Preferred Stock other than the First through
               Tenth Series Preferred Stock;

          which different characteristics of clauses (a), (b),
          and (c) above are herein set forth with respect to
          the First through Tenth Series Preferred Stock; and
          of clauses (a), (b), (c), and (d) above are herein
          set forth with respect to the Eleventh and Twelfth
          Series Preferred Stock and the Series A, Series B
          and Series C Preferred Stock, and, with respect to
          each additional series of Preferred Stock, the
          designation of the class thereof and the different
          characteristics of clauses (a), (b), (c), and (d)
          above shall be set forth in the resolution or
          resolutions of the Board of Directors of the
          Corporation providing for such series.

          Paragraph (A) of Part III of said Article 3 is
     amended to be and to read in its entirety as follows:
     
          (A) The Preferred Stock shall be entitled but only
     when and as declared by the Board of Directors, out of
     funds legally available for the payment of dividends, in
     preference to the Common Stock, to dividends at the rate
     of 4.96% per annum on the First Series Preferred Stock,
     at the rate of 4.16% per annum on the Second Series
     Preferred Stock, at the rate of 4.44% per annum on the
     Third Series Preferred Stock at the rate of 5.16% per
     annum on the Fourth Series Preferred Stock, at the rate
     of 5.40% per annum on the Fifth Series Preferred Stock,
     at the rate of 6.44% per annum on the Sixth Series
     Preferred Stock, at the rate of 9.52% per annum on the
     Seventh Series Preferred Stock, at the rate of 7.84% per
     annum on the Eighth Series Preferred Stock, at the rate
     of 7.36% per annum on the Ninth Series Preferred Stock,
     at the rate of 8.56% per annum on the Tenth Series
     Preferred Stock, at the rate of 9.44% per annum on the
     Eleventh Series Preferred Stock, at the rate of 11.48%
     per annum on the Twelfth Series Preferred Stock, at the
     rate of 10.72% per annum on the Series A Preferred Stock,
     at the rate of 13.12% per annum on the Series B Preferred
     Stock, and at the rate of 15.20% per annum on the Series
     C Preferred Stock, of the par value thereof, and no more,
     and at such rate per annum on each additional series as
     shall be fixed in and by the resolution or resolutions of
     the Board of Directors of the Corporation providing for
     the issuance of the shares of such series, payable
     quarterly on February 1, May 1, August 1 and November 1
     of each year to stockholders of record as of a date, not
     exceeding forty (40) days and not less than ten (10) days
     preceding such dividend payment dates, to be fixed by the
     Board of Directors, such dividends to be cumulative from
     the last date to which dividends upon the First through
     Tenth Series Preferred Stock of Louisiana Power & Light
     Company, a Florida corporation, are paid, with respect to
     the First through Tenth Series Preferred Stock, from
     November 2, 1977 with respect to the Eleventh Series
     Preferred Stock, from March 1, 1979 with respect to the
     Twelfth Series Preferred Stock, from July 19, 1979 with
     respect to the Series A Preferred Stock, from October 17,
     1979 with respect to the Series B Preferred Stock, from
     November 6, 1980 with respect to the Series C Preferred
     Stock, and from such date with respect to each additional
     series, if made cumulative in and by the resolution or
     resolutions of the Board of Directors of the Corporation
     providing for such series, as shall be fixed in and by
     such resolution or resolutions, provided that, if such
     resolution or resolutions so provide, the first dividend
     payment date for any such additional series may be the
     dividend payment date next succeeding the dividend
     payment date immediately following the issuance of the
     shares of such series.

     The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:

          (G) Upon the affirmative vote of a majority of the
     shares of the issued and outstanding Common Stock at any
     annual meeting, or any special meeting called for that
     purpose, the Corporation may at any time redeem all of
     any series of the Preferred Stock or may from time to
     time redeem any part thereof, by paying in cash, as to
     the First Series Preferred Stock, a redemption price of
     $104.25 per share, as to the Second Series Preferred
     Stock, a redemption price of $104.21 per share, as to the
     Third Series Preferred Stock, a redemption price of
     $104.06 per share, as to the Fourth Series Preferred
     Stock, a redemption price of $104.18 per share, as to the
     Fifth Series Preferred Stock, a redemption price of
     $103.00 per share, as to the Sixth Series Preferred
     Stock, a redemption price of $102.92 per share, as to the
     Seventh Series Preferred Stock, a redemption price of
     $108.96 per share if redeemed on or prior to November 1,
     1980, $106.58 per share if redeemed subsequent to
     November 1, 1980 but on or prior to November 1, 1985, and
     $104.20 per share if redeemed subsequent to November 1,
     1985, as to the Eighth Series Preferred Stock, a
     redemption price of $107.70 per share if redeemed on or
     prior to April 1, l981, $105.74 per share if redeemed
     subsequent to April 1, 1981 but on or prior to April 1,
     1986, and $103.78 per share if redeemed subsequent to
     April 1, 1986, as to the Ninth Series Preferred Stock, a
     redemption price of $107.04 per share if redeemed on or
     prior to January 1, 1982, $105.20 per share if redeemed
     subsequent to January 1, 1982 but on or prior to January
     1, 1987, and $103.36 per share if redeemed subsequent to
     January 1, 1987, as to the Tenth Series Preferred Stock,
     a redemption price of $107.42 per share if redeemed on or
     prior to March 1, 1984, $105.28 per share if redeemed
     subsequent to March 1, 1984 but on or prior to March 1,
     1989, and $103.14 per share if redeemed subsequent to
     March 1, 1989, as to the Eleventh Series Preferred Stock,
     a redemption price of $111.44 per share if redeemed on or
     prior to November 1, 1982 (except that no share of the
     Eleventh Series Preferred Stock shall be redeemed prior
     to November 1, 1982 if such redemption is for the purpose
     or in anticipation of refunding such share through the
     use, directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock, ranking prior to or on a parity with the
     Eleventh Series Preferred Stock as to dividends or
     assets, if such borrowed funds have an effective interest
     cost to the Corporation (computed in accordance with
     generally accepted financial practice) or such stock has
     an effective dividend cost to the Corporation (so
     computed) of less than 9.4297% per annum), $109.08 per
     share if redeemed subsequent to November 1, 1982 but on
     or prior to November 1, 1987, $106.72 per share if
     redeemed subsequent to November 1, 1987 but on or prior
     to November 1, 1992, and $104.36 per share if redeemed
     subsequent to November 1, 1992, as to the Twelfth Series
     Preferred Stock, a redemption price of $113.98 per share
     if redeemed on or prior to March 1, 1984 (except that no
     share of the Twelfth Series Preferred Stock shall be
     redeemed prior to March 1, 1984 if such redemption is for
     the purpose or in anticipation of refunding such share
     through the use, directly or indirectly, of funds
     borrowed by the Corporation, or through the use, directly
     or indirectly, of funds derived through the issuance by
     the Corporation of stock ranking prior to or on a parity
     with the Twelfth Series Preferred Stock as to dividends
     or assets, if such borrowed funds have an effective
     interest cost to the Corporation (computed in accordance
     with generally accepted financial practice) or such stock
     has an effective dividend cost to the Corporation (so
     computed) of less than 11.4560% per annum), $111.11 per
     share if redeemed subsequent to March 1, 1984 but on or
     prior to March 1, 1989, $108.24 per share if redeemed
     subsequent to March 1, 1989 but on or prior to March 1,
     1994, and $105.37 per share if redeemed subsequent to
     March 1, 1994, as to the Series A Preferred Stock, a
     redemption price of $27.68 per share if redeemed on or
     prior to July 1, 1984 (except that no share of the Series
     A Preferred Stock shall be redeemed prior to July 1, 1984
     if such redemption is for the purpose or in anticipation
     of refunding such share through the use, directly or
     indirectly, of funds borrowed by the Corporation, or
     through the use, directly or indirectly, of funds derived
     through the issuance by the Corporation of stock ranking
     prior to or on a parity with the Series A Preferred Stock
     as to dividends or assets, if such borrowed funds have an
     effective interest cost to the Corporation (computed in
     accordance with generally accepted financial practice) or
     such stock has an effective dividend cost to the
     Corporation (so computed) of less than 11.2705% per
     annum), $27.01 per share if redeemed subsequent to July
     1, 1984 but on or prior to July 1, 1989, $26.34 per share
     if redeemed subsequent to July 1, 1989 but on or prior to
     July 1, 1994, and $25.67 per share if redeemed subsequent
     to July 1, 1994, as to the Series B Preferred Stock, a
     redemption price of $28.28 per share if redeemed on or
     prior to October 1, 1984 (except that no share of the
     Series B Preferred Stock shall be redeemed prior to
     October 1, 1984 if such redemption is for the purpose or
     in anticipation of refunding such share through the use,
     directly or indirectly. of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock ranking prior to or on a parity with the Series
     B Preferred Stock as to dividends or assets, if such
     borrowed funds have an effective interest cost to the
     Corporation (computed in accordance with generally
     accepted financial  practice) or such stock has an
     effective dividend cost to the Corporation (so computed)
     of less than 14.6103% per annum), $27.46 per share if
     redeemed subsequent to October 1, 1984 but on or prior to
     October 1, 1989, $26.64 per share if redeemed subsequent
     to October 1, 1989 but on or prior to October 1, 1994,
     and $25.82 per share if redeemed subsequent to October 1,
     1994, and as to the Series C Preferred Stock, a
     redemption price of $28.80 per share if redeemed on or
     prior to November 1, 1985 (except that no share of the
     Series C Preferred Stock shall be redeemed prior to
     November 1, 1985 if such redemption is for the purpose or
     in anticipation of refunding such share through the use,
     directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock ranking prior to or on a parity with the Series
     C Preferred Stock as to dividends or assets, if such
     borrowed funds have an effective interest cost to the
     Corporation (computed in accordance with generally
     accepted financial practice) or such stock has an
     effective dividend cost to the Corporation (so computed)
     of less than 16.0616% per annum), $27.85 per share if
     redeemed subsequent to November 1, 1985 but on or prior
     to November 1, 1990, $26.90  per share if redeemed
     subsequent to November 1, 1990 but on or prior to
     November 1, 1995, and $25.95 per share if redeemed
     subsequent to November 1, 1995, and as to each additional
     series such redemption price or prices, with such
     restrictions or limitations, if any, on redemption or
     refunding, as shall be fixed in and by the resolution or
     resolutions of the Board of Directors of the Corporation
     providing for such series; plus, in each case where
     applicable, an amount equivalent to the accumulated and
     unpaid dividends, if any, to the date fixed for
     redemption; provided that without the vote of the issued
     and outstanding Common Stock, the Series A Preferred
     Stock shall be subject to redemption as and for a sinking
     fund as follows: on July 1, 1984 and on each July 1
     thereafter (each such date being hereinafter referred to
     as a "Series A Sinking Fund Redemption Date"), for so
     long as any shares of the Series A Preferred Stock shall
     remain outstanding, the Corporation shall redeem, out of
     funds legally available therefor, 120,000 shares of the
     Series A Preferred Stock (or the number of shares then
     outstanding if less than 120,000) at the sinking fund
     redemption price of $25 per share plus, as to each share
     so redeemed, an amount equivalent to the accumulated and
     unpaid dividends thereon, if any, to the date of
     redemption (the obligation of the Corporation so to
     redeem the shares of the Series A Preferred Stock being
     hereinafter referred to as the "Series A Sinking Fund
     Obligation"); the Series A Sinking Fund Obligation shall
     be cumulative; if on any Series A Sinking Fund Redemption
     Date, the Corporation shall not have funds legally
     available therefor sufficient to redeem the full number
     of shares required to be redeemed on that date, the
     Series A Sinking Fund Obligation with respect to the
     shares not redeemed shall carry forward to each
     successive Series A Sinking Fund Redemption Date until
     such shares shall have been redeemed; whenever on any
     Series A Sinking Fund Redemption Date, the funds of the
     Corporation legally available for the satisfaction of the
     Series A Sinking Fund Obligation and all other sinking
     fund and similar obligations then existing with respect
     to any other class or series of its stock ranking on a
     parity as to dividends or assets with the Series A
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series A Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series A
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series A Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorization of
     the Board of Directors, on each Series A Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 120,000 additional shares of the Series A
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series A Sinking Fund
     Obligation on any Series A Sinking Fund Redemption Date
     any shares of the Series A Preferred Stock (including
     shares of the Series A Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series A
     Preferred Stock redeemed pursuant to the Series A Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series A Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series B
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on October 1, 1984 and on each
     October 1 thereafter (each such date being hereinafter
     referred to as a "Series B Sinking Fund Redemption
     Date"), for so long as any shares of the Series B
     Preferred Stock shall remain outstanding, the Corporation
     shall redeem, out of funds legally available therefor,
     80,000 shares of the Series B Preferred Stock (or the
     number of shares then outstanding if less than 80,000) at
     the sinking fund redemption price of $25 per share plus,
     as to each share so redeemed, an amount equivalent to the
     accumulated and unpaid dividends thereon, if any, to the
     date of redemption (the obligation of the Corporation so
     to redeem the shares of the Series B Preferred Stock
     being hereinafter referred to as the "Series B Sinking
     Fund Obligation"); the Series B Sinking Fund Obligation
     shall be cumulative; if on any Series B Sinking Fund
     Redemption Date, the Corporation shall not have funds
     legally available therefor sufficient to redeem the full
     number of shares required to be redeemed on that date,
     the Series B Sinking Fund Obligation with respect to the
     shares not redeemed shall carry forward to each
     successive Series B Sinking Fund Redemption Date until
     such shares shall have been redeemed; whenever on any
     Series B Sinking Fund Redemption Date, the funds of the
     Corporation legally available for the satisfaction of the
     Series B Sinking Fund Obligation and all other sinking
     fund and similar obligations then existing with respect
     to any other class or series of its stock ranking on a
     parity as to dividends or assets with the Series B
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series B Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series B
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series B Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorization of
     the Board of Directors, on each Series B Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 80,000 additional shares of the Series B Pre
     ferred Stock; the Corporation shall be entitled, at its
     election, to credit against its Series B Sinking Fund
     Obligation on any Series B Sinking Fund Redemption Date
     any shares of the Series B Preferred Stock (including
     shares of the Series B Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series B
     Preferred Stock redeemed pursuant to the Series B Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series B Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series C
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on November 1, 1985 and on
     each November 1 thereafter (each such date being
     hereinafter referred to as a "Series C Sinking Fund
     Redemption Date"), for so long as any shares of the
     Series C Preferred Stock shall remain outstanding, the
     Corporation shall redeem, out of funds legally available
     therefor, 60,000 shares of the Series C Preferred Stock
     (or the number of shares then outstanding if less than
     60,000) at the sinking fund redemption price of $25 per
     share plus, as to each share so redeemed, an amount
     equivalent to the accumulated and unpaid dividends
     thereon, if any, to the date of redemption (the
     obligation of the Corporation so to redeem the shares of
     the Series C Preferred Stock being hereinafter referred
     to as the "Series C Sinking Fund Obligation"); the Series
     C Sinking Fund Obligation shall be cumulative; if on any
     Series C Sinking Fund Redemption Date, the Corporation
     shall not have funds legally available therefor
     sufficient to redeem the full number of shares required
     to be redeemed on that date, the Series C Sinking Fund
     Obligation with respect to the shares not redeemed shall
     carry forward to each successive Series C Sinking Fund
     Redemption Date until such shares shall have been
     redeemed; whenever on any Series C Sinking Fund
     Redemption Date, the funds of the Corporation legally
     available for the satisfaction of the Series C Sinking
     Fund Obligation and all other sinking fund and similar
     obligations then existing with respect to any other class
     or series of its stock ranking on a parity as to
     dividends or assets with the Series C Preferred Stock
     (such Obligation and obligations collectively being
     hereinafter referred to as the "Total Sinking Fund
     Obligation") are insufficient to permit the Corporation
     to satisfy fully its Total Sinking Fund Obligation on
     that date, the Corporation shall apply to the
     satisfaction of its Series C Sinking Fund Obligation on
     that date that proportion of such legally available funds
     which is equal to the ratio of such Series C Sinking Fund
     Obligation to such Total Sinking Fund Obligation; in
     addition to the Series C Sinking Fund Obligation, the
     Corporation shall have the option, which shall be
     non-cumulative, to redeem, upon authorization of the
     Board of Directors, on each Series C Sinking Fund
     Redemption Date at the aforesaid sinking fund redemption
     price, up to 60,000 additional shares of the Series C
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series C Sinking Fund
     Obligation on any Series C Sinking Fund Redemption Date
     any shares of the Series C Preferred Stock (including
     shares of the Series C Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series C
     Preferred Stock redeemed pursuant to the Series C Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series C Sinking Fund
     Obligation.

     The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:

          So long as any of the Second through Twelfth Series
     Preferred Stock or any of the Series A, Series B or
     Series C Preferred Stock remains outstanding, or there
     remains outstanding any additional series of Preferred
     Stock with respect to which the resolution or resolutions
     of the Board of Directors of the Corporation providing
     for same makes this sentence applicable, at any time when
     the aggregate of all amounts credited subsequent to
     January 1, 1953 to the depreciation reserve account of
     the Corporation and Louisiana Power & Light Company, a
     Florida corporation, through charges to operating revenue
     deductions or otherwise on the books of the Corporation
     and Louisiana Power & Light Company, a Florida
     corporation (other than transfers out of the balance of
     surplus as of December 31, 1952), shall be less than the
     amount computed as provided in clause (aa) below, under
     requirements contained in the Corporation's mortgage
     indentures, then for the purposes of subparagraphs (a)
     and (b) above, in determining the earnings available for
     Common Stock dividends during any twelve-month period,
     the amount to be provided for depreciation in that period
     shall be (aa) the greater of the cumulative amount
     charged to depreciation expense on the books of the
     Corporation and Louisiana Power & Light Company, a
     Florida corporation, or the cumulative amount computed
     under requirements contained in the Corporation's
     mortgage indentures relating to minimum depreciation
     provisions (the latter cumulative amount being the
     aggregate of the largest amounts separately computed for
     entire periods of differing coexisting mortgage indenture
     requirements) for the period from January 1, 1953 to and
     including said twelve-month period, less (bb) the greater
     of the cumulative amount charged to depreciation expense
     on the books of the Corporation and Louisiana Power &
     Light Company, a Florida corporation, or the cumulative
     amount computed under requirements contained in the
     Corporation's mortgage indentures relating to minimum
     depreciation provisions (the latter cumulative amount
     being the aggregate of the largest amounts separately
     computed for entire periods of differing coexisting
     mortgage indenture requirements) from January 1, 1953 up
     to but excluding said twelve-month period; provided that
     in the event any company other than Louisiana Power &
     Light Company, a Florida corporation, is merged into the
     Corporation, the "cumulative amount computed under
     requirements contained in the Corporation's mortgage
     indentures relating to minimum depreciation provisions"
     referred to above shall be computed without regard, for
     the period prior to the merger, of property acquired in
     the merger, and the "cumulative amount charged to
     depreciation expense on the books of the Corporation and
     Louisiana Power & Light Company, a Florida corporation",
     shall be exclusive of amounts provided for such property
     prior to the merger.

     The Restated Articles of Incorporation of the said
Louisiana Power & Light Company were amended as aforesaid by
its Board of Directors as provided in Section 33 of Title 12
of the Louisiana Revised Statutes of 1950, as amended, and
pursuant to the authority granted in and by said Restated
Articles of Incorporation and the laws of the State of
Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.

     The Restated Articles of Incorporation of said Louisiana
Power & Light Company were not amended in any other respect
than as set forth hereinabove, and all of the provisions of
said Restated Articles of Incorporation, as amended as
hereinabove set forth, relating in any way to the shares of
stock of said Louisiana Power & Light Company are incorporated
and stated in these Articles of Amendment by reference.

     These Articles of Amendment are executed on and dated the
28th day of October, 1980.




                              Louisiana Power & Light Company


                              By:   /s/ J. M. Wyatt
                                   J. M. Wyatt, President


                              By:   /s/ W. H. Talbot
                                   W. H. Talbot, Secretary



                         ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS


     BEFORE ME, the undersigned authority, personally came and
appeared J. M. WYATT and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.


                                /s/ J. M. Wyatt
                              J. M. Wyatt, President
                              Louisiana Power & Light Company



                                 /s/ W. H. Talbot
                              W. H. Talbot, Secretary
                              Louisiana Power & Light Company



Sworn to and subscribed before me at New
Orleans, Louisiana, on this 28th day of
October, 1980.


_________________________________
       Notary Public



My commission is issued for life.



                      ARTICLES OF AMENDMENT
                                
                             to the
         RESTATED ARTICLES OF INCORPORATION, AS AMENDED
                               of
                 LOUISIANA POWER & LIGHT COMPANY



     On May 12, l982 the Board of Directors of Louisiana Power
& Light Company, a corporation organized and existing under
the laws of the State of Louisiana, at a meeting of said Board
of Directors duly convened and held, with a quorum present and
acting throughout, by resolutions unanimously adopted, amended
Article 3 of the Restated Articles of Incorporation, as
amended, of said corporation as follows:

          Sub-paragraph (ii) of paragraph (b) of Part I of
     said Article 3 is amended to be and to read in its
     entirety as follows:

               (ii) Said 12,000,000 shares of $25 Preferred
          Stock shall be issuable in one or more series from
          time to time; one series of $25 Preferred Stock
          shall consist of 2,400,000 shares of 10.72%
          Preferred Stock, Cumulative, $25 par value
          (hereinafter sometimes called "Series A Preferred
          Stock"), one series of $25 Preferred Stock shall
          consist of 1,600,000 shares of 13.12% Preferred
          Stock, Cumulative, $25 par value (hereinafter
          sometimes called "Series B Preferred Stock"), one
          series of $25 Preferred Stock shall consist of
          1,200,000 shares of 15.20% Preferred Stock,
          Cumulative, $25 par value (hereinafter sometimes
          called "Series C Preferred Stock"); and one series
          of $25 Preferred Stock shall consist of 2,000,000
          shares of 14.72% Preferred Stock, Cumulative, $25
          par value (hereinafter sometimes called "Series D
          Preferred Stock"); and the remaining 4,800,000 of
          said shares of $25 Preferred Stock may be divided
          into and issued in additional series from time to
          time, each such additional series to be provided for
          and to be distinctively designated, and the issuance
          of the shares of each such additional series to be
          authorized, in and by a resolution or resolutions to
          be adopted by the Board of Directors of the
          Corporation in accordance with the provisions
          hereof.
          
          The second sentence of Part II of said Article 3 is
     amended to be and to read in its entirety as follows:

               The shares of each series of Preferred Stock
          shall have the same rank and shall have the same
          relative rights except with respect to such
          characteristics as are peculiar to or pertain only
          to the particular class of such series and with
          respect to the following characteristics:

                    (a) The number of shares to constitute
               each such series and the distinctive
               designation thereof;

                    (b) The annual rate or rates of dividends
               payable on shares of such series and the date
               from which such dividends shall commence to
               accumulate;

                    (c) The amount or amounts payable upon
               redemption thereof; and

                    (d) The terms and amount of the sinking
               fund requirements (if any) for the purchase or
               redemption of shares of each series of
               Preferred Stock other than the First through
               Tenth Series Preferred Stock;

          which different characteristics of clauses (a), (b),
          and (c) above are herein set forth with respect to
          the First through Tenth Series Preferred Stock and
          of clauses (a), (b), (c), and (d) above are herein
          set forth with respect to the Eleventh and Twelfth
          Series Preferred Stock and the Series A, Series B,
          Series C and Series D Preferred Stock, and, with
          respect to each additional series of Preferred
          Stock, the designation of the class thereof and the
          different characteristics of clauses (a), (b), (c),
          and (d) above shall be set forth in the resolution
          or resolutions of the Board of Directors of the
          Corporation providing for such series.

          Paragraph (A) of Part III of said Article 3 is
     amended to be and to read in its entirety as follows:
     
          (A) The Preferred Stock shall be entitled, but only
     when and as declared by the Board of Directors, out of
     funds legally available for the payment of dividends, in
     preference to the Common Stock, to dividends at the rate
     of 4.96% per annum on the First Series Preferred Stock,
     at the rate of 4.16% per annum on the Second Series
     Preferred Stock, at the rate of 4.44% per annum on the
     Third Series Preferred Stock, at the rate of 5.16% per
     annum on the Fourth Series Preferred Stock, at the rate
     of 5.40% per annum on the Fifth Series Preferred Stock,
     at the rate of 6.44% per annum on the Sixth Series
     Preferred Stock, at the rate of 9.52% per annum on the
     Seventh Series Preferred Stock, at the rate of 7.84% per
     annum on the Eighth Series Preferred Stock, at the rate
     of 7.36% per annum on the Ninth Series Preferred Stock,
     at the rate of 8.56% per annum on the Tenth Series
     Preferred Stock, at the rate of 9.44% per annum on the
     Eleventh Series Preferred Stock, at the rate of 11.48%
     per annum on the Twelfth Series Preferred Stock, at the
     rate of 10.72% per annum on the Series A Preferred Stock,
     at the rate of 13.12% per annum on the Series B Preferred
     Stock, at the rate of 15.20% per annum on the Series C
     Preferred Stock, and at the rate of 14.72% per annum on
     the Series D Preferred Stock, of the par value thereof,
     and no more, and at such rate per annum on each
     additional series as shall be fixed in and by the
     resolution or resolutions of the Board of Directors of
     the Corporation providing for the issuance of the shares
     of such series, payable quarterly on February 1, May 1,
     August 1 and November 1 of each year to stockholders of
     record as of a date, not exceeding forty (40) days and
     not less than ten (10) days preceding such dividend
     payment dates, to be fixed by the Board of Directors,
     such dividends to be cumulative from the last date to
     which dividends upon the First through Tenth Series
     Preferred Stock of Louisiana Power & Light Company, a
     Florida corporation, are paid, with respect to the First
     through Tenth Series Preferred Stock, from November 2,
     1977 with respect to the Eleventh Series Preferred Stock,
     from March 1, 1979 with respect to the Twelfth Series
     Preferred Stock, from July 19, 1979 with respect to the
     Series A Preferred Stock, from October 17, 1979 with
     respect to the Series B Preferred Stock, from November 6,
     1980 with respect to the Series C Preferred Stock, from
     May 19, 1982 with respect to the Series D Preferred
     Stock, and from such date with respect to each additional
     series, if made cumulative in and by the resolution or
     resolutions of the Board of Directors of the Corporation
     providing for such series, as shall be fixed in and by
     such resolution or resolutions, provided that, if such
     resolution or resolutions so provide, the first dividend
     payment date for any such additional series may be the
     dividend payment date next succeeding the dividend
     payment date immediately following the issuance of the
     shares of such series.

     The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:

          (G) Upon the affirmative vote of a majority of the
     shares of the issued and outstanding Common Stock at any
     annual meeting, or any special meeting called for that
     purpose, the Corporation may at any time redeem all of
     any series of the Preferred Stock or may from time to
     time redeem any part thereof, by paying in cash, as to
     the First Series Preferred Stock, a redemption price of
     $104.25 per share, as to the Second Series Preferred
     Stock, a redemption price of $104.21 per share, as to the
     Third Series Preferred Stock, a redemption price of
     $104.06 per share, as to the Fourth Series Preferred
     Stock, a redemption price of $104.18 per share, as to the
     Fifth Series Preferred Stock, a redemption price of
     $103.00 per share, as to the Sixth Series Preferred
     Stock, a redemption price of $102.92 per share, as to the
     Seventh Series Preferred Stock, a redemption price of
     $108.96 per share if redeemed on or prior to November 1,
     1980, $106.58 per share if redeemed subsequent to
     November 1, 1980 but on or prior to November 1, 1985, and
     $104.20 per share if redeemed subsequent to November 1,
     1985, as to the Eighth Series Preferred Stock, a
     redemption price of $107.70 per share if redeemed on or
     prior to April 1, l981, $105.74 per share if redeemed
     subsequent to April 1, 1981 but on or prior to April 1,
     1986, and $103.78 per share if redeemed subsequent to
     April 1, 1986, as to the Ninth Series Preferred Stock, a
     redemption price of $107.04 per share if redeemed on or
     prior to January 1, 1982, $105.20 per share if redeemed
     subsequent to January 1, 1982 but on or prior to January
     1, 1987, and $103.36 per share if redeemed subsequent to
     January 1, 1987, as to the Tenth Series Preferred Stock,
     a redemption price of $107.42 per share if redeemed on or
     prior to March 1, 1984, $105.28 per share if redeemed
     subsequent to March 1, 1984 but on or prior to March 1,
     1989, and $103.14 per share if redeemed subsequent to
     March 1, 1989, as to the Eleventh Series Preferred Stock,
     a redemption price of $111.44 per share if redeemed on or
     prior to November 1, 1982 (except that no share of the
     Eleventh Series Preferred Stock shall be redeemed prior
     to November 1, 1982 if such redemption is for the purpose
     or in anticipation of refunding such share through the
     use, directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock, ranking prior to or on a parity with the
     Eleventh Series Preferred Stock as to dividends or
     assets, if such borrowed funds have an effective interest
     cost to the Corporation (computed in accordance with
     generally accepted financial practice) or such stock has
     an effective dividend cost to the Corporation (so
     computed) of less than 9.4297% per annum), $109.08 per
     share if redeemed subsequent to November 1, 1982 but on
     or prior to November 1, 1987, $106.72 per share if
     redeemed subsequent to November 1, 1987 but on or prior
     to November 1, 1992, and $104.36 per share if redeemed
     subsequent to November 1, 1992, as to the Twelfth Series
     Preferred Stock, a redemption price of $113.98 per share
     if redeemed on or prior to March 1, 1984 (except that no
     share of the Twelfth Series Preferred Stock shall be
     redeemed prior to March 1, 1984 if such redemption is for
     the purpose or in anticipation of refunding such share
     through the use, directly or indirectly, of funds
     borrowed by the Corporation, or through the use, directly
     or indirectly, of funds derived through the issuance by
     the Corporation of stock ranking prior to or on a parity
     with the Twelfth Series Preferred Stock as to dividends
     or assets, if such borrowed funds have an effective
     interest cost to the Corporation (computed in accordance
     with generally accepted financial practice) or such stock
     has an effective dividend cost to the Corporation (so
     computed) of less than 11.4560% per annum), $111.11 per
     share if redeemed subsequent to March 1, 1984 but on or
     prior to March 1, 1989, $108.24 per share if redeemed
     subsequent to March 1, 1989 but on or prior to March 1,
     1994, and $105.37 per share if redeemed subsequent to
     March 1, 1994, as to the Series A Preferred Stock, a
     redemption price of $27.68 per share if redeemed on or
     prior to July 1, 1984 (except that no share of the Series
     A Preferred Stock shall be redeemed prior to July 1, 1984
     if such redemption is for the purpose or in anticipation
     of refunding such share through the use, directly or
     indirectly, of funds borrowed by the Corporation, or
     through the use, directly or indirectly, of funds derived
     through the issuance by the Corporation of stock ranking
     prior to or on a parity with the Series A Preferred Stock
     as to dividends or assets, if such borrowed funds have an
     effective interest cost to the Corporation (computed in
     accordance with generally accepted financial practice) or
     such stock has an effective dividend cost to the
     Corporation (so computed) of less than 11.2705% per
     annum), $27.01 per share if redeemed subsequent to July
     1, 1984 but on or prior to July 1, 1989, $26.34 per share
     if redeemed subsequent to July 1, 1989 but on or prior to
     July 1, 1994, and $25.67 per share if redeemed subsequent
     to July 1, 1994, as to the Series B Preferred Stock, a
     redemption price of $28.28 per share if redeemed on or
     prior to October 1, 1984 (except that no share of the
     Series B Preferred Stock shall be redeemed prior to
     October 1, 1984 if such redemption is for the purpose or
     in anticipation of refunding such share through the use,
     directly or indirectly. of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock ranking prior to or on a parity with the Series
     B Preferred Stock as to dividends or assets, if such
     borrowed funds have an effective interest cost to the
     Corporation (computed in accordance with generally
     accepted financial  practice) or such stock has an
     effective dividend cost to the Corporation (so computed)
     of less than 14.6103% per annum), $27.46 per share if
     redeemed subsequent to October 1, 1984 but on or prior to
     October 1, 1989, $26.64 per share if redeemed subsequent
     to October 1, 1989 but on or prior to October 1, 1994,
     and $25.82 per share if redeemed subsequent to October 1,
     1994, as to the Series C Preferred Stock, a redemption
     price of $28.80 per share if redeemed on or prior to
     November 1, 1985 (except that no share of the Series C
     Preferred Stock shall be redeemed prior to November 1,
     1985 if such redemption is for the purpose or in
     anticipation of refunding such share through the use,
     directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock ranking prior to or on a parity with the Series
     C Preferred Stock as to dividends or assets, if such
     borrowed funds have an effective interest cost to the
     Corporation (computed in accordance with generally
     accepted financial practice) or such stock has an
     effective dividend cost to the Corporation (so computed)
     of less than 16.0616% per annum), $27.85 per share if
     redeemed subsequent to November 1, 1985 but on or prior
     to November 1, 1990, $26.90 per share if redeemed
     subsequent to November 1, 1990 but on or prior to
     November 1, 1995, and $25.95 per share if redeemed
     subsequent to November 1, 1995, and as to the Series D
     Preferred Stock, a redemption price of $28.68 per share
     if redeemed on or prior to May 1, 1987 (except that no
     share of the Series D Preferred Stock shall be redeemed
     prior to May 1, 1987 if such redemption is for the
     purpose or in anticipation of refunding such share
     through the use, directly or indirectly, of funds
     borrowed by the Corporation, or through the use, directly
     or indirectly, of funds derived through the issuance by
     the Corporation of stock ranking prior to or on a parity
     with the Series D Preferred Stock as to dividends or
     assets, if such borrowed funds have an effective interest
     cost to the Corporation (computed in accordance with
     generally accepted financial practice) or such stock has
     an effective dividend cost to the Corporation (so
     computed) of less than 15.4233% per annum), $27.76 per
     share if redeemed subsequent to May 1, 1987 but on or
     prior to May 1, 1992, $26.84 per share if redeemed
     subsequent to May 1, 1992 but on or prior to May 1, 1997,
     and $25.92 per share if redeemed subsequent to May 1,
     1997, and as to each additional series such redemption
     price or prices, with such restrictions or limitations,
     if any, on redemption or refunding, as shall be fixed in
     and by the resolution or resolutions of the Board of
     Directors of the Corporation providing for such series;
     plus, in each case where applicable, an amount equivalent
     to the accumulated and unpaid dividends, if any, to the
     date fixed for redemption; provided that without the vote
     of the issued and outstanding Common Stock, the Series A
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on July 1, 1984 and on each
     July 1 thereafter (each such date being hereinafter
     referred to as a "Series A Sinking Fund Redemption
     Date"), for so long as any shares of the Series A
     Preferred Stock shall remain outstanding, the Corporation
     shall redeem, out of funds legally available therefor,
     120,000 shares of the Series A Preferred Stock (or the
     number of shares then outstanding if less than 120,000)
     at the sinking fund redemption price of $25 per share
     plus, as to each share so redeemed, an amount equivalent
     to the accumulated and unpaid dividends thereon, if any,
     to the date of redemption (the obligation of the
     Corporation so to redeem the shares of the Series A
     Preferred Stock being hereinafter referred to as the
     "Series A Sinking Fund Obligation"); the Series A Sinking
     Fund Obligation shall be cumulative; if on any Series A
     Sinking Fund Redemption Date, the Corporation shall not
     have funds legally available therefor sufficient to
     redeem the full number of shares required to be redeemed
     on that date, the Series A Sinking Fund Obligation with
     respect to the shares not redeemed shall carry forward to
     each successive Series A Sinking Fund Redemption Date
     until such shares shall have been redeemed; whenever on
     any Series A Sinking Fund Redemption Date, the funds of
     the Corporation legally available for the satisfaction of
     the Series A Sinking Fund Obligation and all other
     sinking fund and similar obligations then existing with
     respect to any other class or series of its stock ranking
     on a parity as to dividends or assets with the Series A
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series A Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series A
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series A Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorization of
     the Board of Directors, on each Series A Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 120,000 additional shares of the Series A
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series A Sinking Fund
     Obligation on any Series A Sinking Fund Redemption Date
     any shares of the Series A Preferred Stock (including
     shares of the Series A Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series A
     Preferred Stock redeemed pursuant to the Series A Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series A Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series B
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on October 1, 1984 and on each
     October 1 thereafter (each such date being hereinafter
     referred to as a "Series B Sinking Fund Redemption
     Date"), for so long as any shares of the Series B
     Preferred Stock shall remain outstanding, the Corporation
     shall redeem, out of funds legally available therefor,
     80,000 shares of the Series B Preferred Stock (or the
     number of shares then outstanding if less than 80,000) at
     the sinking fund redemption price of $25 per share plus,
     as to each share so redeemed, an amount equivalent to the
     accumulated and unpaid dividends thereon, if any, to the
     date of redemption (the obligation of the Corporation so
     to redeem the shares of the Series B Preferred Stock
     being hereinafter referred to as the "Series B Sinking
     Fund Obligation"); the Series B Sinking Fund Obligation
     shall be cumulative; if on any Series B Sinking Fund
     Redemption Date, the Corporation shall not have funds
     legally available therefor sufficient to redeem the full
     number of shares required to be redeemed on that date,
     the Series B Sinking Fund Obligation with respect to the
     shares not redeemed shall carry forward to each
     successive Series B Sinking Fund Redemption Date until
     such shares shall have been redeemed; whenever on any
     Series B Sinking Fund Redemption Date, the funds of the
     Corporation legally available for the satisfaction of the
     Series B Sinking Fund Obligation and all other sinking
     fund and similar obligations then existing with respect
     to any other class or series of its stock ranking on a
     parity as to dividends or assets with the Series B
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series B Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series B
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series B Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorization of
     the Board of Directors, on each Series B Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 80,000 additional shares of the Series B Pre
     ferred Stock; the Corporation shall be entitled, at its
     election, to credit against its Series B Sinking Fund
     Obligation on any Series B Sinking Fund Redemption Date
     any shares of the Series B Preferred Stock (including
     shares of the Series B Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series B
     Preferred Stock redeemed pursuant to the Series B Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series B Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series C
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on November 1, 1985 and on
     each November 1 thereafter (each such date being
     hereinafter referred to as a "Series C Sinking Fund
     Redemption Date"), for so long as any shares of the
     Series C Preferred Stock shall remain outstanding, the
     Corporation shall redeem, out of funds legally available
     therefor, 60,000 shares of the Series C Preferred Stock
     (or the number of shares then outstanding if less than
     60,000) at the sinking fund redemption price of $25 per
     share plus, as to each share so redeemed, an amount
     equivalent to the accumulated and unpaid dividends
     thereon, if any, to the date of redemption (the
     obligation of the Corporation so to redeem the shares of
     the Series C Preferred Stock being hereinafter referred
     to as the "Series C Sinking Fund Obligation"); the Series
     C Sinking Fund Obligation shall be cumulative; if on any
     Series C Sinking Fund Redemption Date, the Corporation
     shall not have funds legally available therefor
     sufficient to redeem the full number of shares required
     to be redeemed on that date, the Series C Sinking Fund
     Obligation with respect to the shares not redeemed shall
     carry forward to each successive Series C Sinking Fund
     Redemption Date until such shares shall have been
     redeemed; whenever on any Series C Sinking Fund
     Redemption Date, the funds of the Corporation legally
     available for the satisfaction of the Series C Sinking
     Fund Obligation and all other sinking fund and similar
     obligations then existing with respect to any other class
     or series of its stock ranking on a parity as to
     dividends or assets with the Series C Preferred Stock
     (such Obligation and obligations collectively being
     hereinafter referred to as the "Total Sinking Fund
     Obligation") are insufficient to permit the Corporation
     to satisfy fully its Total Sinking Fund Obligation on
     that date, the Corporation shall apply to the
     satisfaction of its Series C Sinking Fund Obligation on
     that date that proportion of such legally available funds
     which is equal to the ratio of such Series C Sinking Fund
     Obligation to such Total Sinking Fund Obligation; in
     addition to the Series C Sinking Fund Obligation, the
     Corporation shall have the option, which shall be
     non-cumulative, to redeem, upon authorization of the
     Board of Directors, on each Series C Sinking Fund
     Redemption Date at the aforesaid sinking fund redemption
     price, up to 60,000 additional shares of the Series C
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series C Sinking Fund
     Obligation on any Series C Sinking Fund Redemption Date
     any shares of the Series C Preferred Stock (including
     shares of the Series C Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series C
     Preferred Stock redeemed pursuant to the Series C Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series C Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series D
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on May 1, 1987 and on each May
     1 thereafter (each such date being hereinafter referred
     to as a "Series D Sinking Fund Redemption Date"), for so
     long as any shares of the Series D Preferred Stock shall
     remain outstanding, the Corporation shall redeem, out of
     funds legally available therefor, 100,000 shares of the
     Series D Preferred Stock (or the number of shares then
     outstanding if less than 100,000) at the sinking fund
     redemption price of $25 per share plus, as to each share
     so redeemed, an amount equivalent to the accumulated and
     unpaid dividends thereon, if any, to the date of
     redemption (the obligation of the Corporation so to
     redeem the shares of the Series D Preferred Stock being
     hereinafter referred to as the "Series D Sinking Fund
     Obligation"); the Series D Sinking Fund Obligation shall
     be cumulative; if on any Series D Sinking Fund Redemption
     Date, the Corporation shall not have funds legally
     available therefor sufficient to redeem the full number
     of shares required to be redeemed on that date, the
     Series D Sinking Fund Obligation with respect to the
     shares not redeemed shall carry forward to each
     successive Series D Sinking Fund Redemption Date until
     such shares shall have been redeemed; whenever on any
     Series D Sinking Fund Redemption Date, the funds of the
     Corporation legally available for the satisfaction of the
     Series D Sinking Fund Obligation and all other sinking
     fund and similar obligations then existing with respect
     to any other class or series of its stock ranking on a
     parity as to dividends or assets with the Series D
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series D Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series D
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series D Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorized of
     the Board of Directors, on each Series D Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 100,000 additional shares of the Series D
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series D Sinking Fund
     Obligation on any Series D Sinking Fund Redemption Date
     any shares of the Series D Preferred Stock (including
     shares of the Series D Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series D
     Preferred Stock redeemed pursuant to the Series D Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series D Sinking Fund
     Obligation.
     
     The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:

          So long as any of the Second through Twelfth Series
     Preferred Stock or any of the Series A, Series B, Series
     C or Series D Preferred Stock remains outstanding, or
     there remains outstanding any additional series of
     Preferred Stock with respect to which the resolution or
     resolutions of the Board of Directors of the Corporation
     providing for same makes this sentence applicable, at any
     time when the aggregate of all amounts credited
     subsequent to January 1, 1953 to the depreciation reserve
     account of the Corporation and Louisiana Power & Light
     Company, a Florida corporation, through charges to
     operating revenue deductions or otherwise on the books of
     the Corporation and Louisiana Power & Light Company, a
     Florida corporation (other than transfers out of the
     balance of surplus as of December 31, 1952), shall be
     less than the amount computed as provided in clause (aa)
     below, under requirements contained in the Corporation's
     mortgage indentures, then for the purposes of
     subparagraphs (a) and (b) above, in determining the
     earnings available for Common Stock dividends during any
     twelve-month period, the amount to be provided for
     depreciation in that period shall be (aa) the greater of
     the cumulative amount charged to depreciation expense on
     the books of the Corporation and Louisiana Power & Light
     Company, a Florida corporation, or the cumulative amount
     computed under requirements contained in the
     Corporation's mortgage indentures relating to minimum
     depreciation provisions (the latter cumulative amount
     being the aggregate of the largest amounts separately
     computed for entire periods of differing coexisting
     mortgage indenture requirements) for the period from
     January 1, 1953 to and including said twelve-month
     period, less (bb) the greater of the cumulative amount
     charged to depreciation expense on the books of the
     Corporation and Louisiana Power & Light Company, a
     Florida corporation, or the cumulative amount computed
     under requirements contained in the Corporation's
     mortgage indentures relating to minimum depreciation
     provisions (the latter cumulative amount being the
     aggregate of the largest amounts separately computed for
     entire periods of differing coexisting mortgage indenture
     requirements) from January 1, 1953 up to but excluding
     said twelve-month period; provided that in the event any
     company other than Louisiana Power & Light Company, a
     Florida corporation, is merged into the Corporation, the
     "cumulative amount computed under requirements contained
     in the Corporation's mortgage indentures relating to
     minimum depreciation provisions" referred to above shall
     be computed without regard, for the period prior to the
     merger, of property acquired in the merger, and the
     "cumulative amount charged to depreciation expense on the
     books of the Corporation and Louisiana Power & Light
     Company, a Florida corporation", shall be exclusive of
     amounts provided for such property prior to the merger.

     The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.

     The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.

     These Articles of Amendment are executed on and dated the
12th day of May, 1982.




                              Louisiana Power & Light Company


                              By:   /s/ J. M. Wyatt
                                   J. M. Wyatt, President


                              By:   /s/ W. H. Talbot
                                   W. H. Talbot, Secretary



                         ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS


     BEFORE ME, the undersigned authority, personally came and
appeared J. M. WYATT and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.


                                /s/ J. M. Wyatt
                              J. M. Wyatt, President
                              Louisiana Power & Light Company



                                 /s/ W. H. Talbot
                              W. H. Talbot, Secretary
                              Louisiana Power & Light Company



Sworn to and subscribed before me at New
Orleans, Louisiana, on this 12th day of
May, 1982.


    /s/ Melvin I. Schwartzman
       Notary Public



My commission is issued for life.



                      ARTICLES OF AMENDMENT
                                
                             to the
         RESTATED ARTICLES OF INCORPORATION, AS AMENDED
                               of
                 LOUISIANA POWER & LIGHT COMPANY



     On February 16, 1983 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:

          Sub-paragraph (ii) of paragraph (b) of Part I of
     said Article 3 is amended to be and to read in its
     entirety as follows:

               (ii) Said 12,000,000 shares of $25 Preferred
          Stock shall be issuable in one or more series from
          time to time; one series of $25 Preferred Stock
          shall consist of 2,400,000 shares of 10.72%
          Preferred Stock, Cumulative, $25 par value
          (hereinafter sometimes called "Series A Preferred
          Stock"), one series of $25 Preferred Stock shall
          consist of 1,600,000 shares of 13.12% Preferred
          Stock, Cumulative, $25 par value (hereinafter
          sometimes called "Series B Preferred Stock"), one
          series of $25 Preferred Stock shall consist of
          1,200,000 shares of 15.20% Preferred Stock,
          Cumulative, $25 par value (hereinafter sometimes
          called "Series C Preferred Stock"), one series of
          $25 Preferred Stock shall consist of 2,000,000
          shares of 14.72% Preferred Stock, Cumulative, $25
          par value (hereinafter sometimes called "Series D
          Preferred Stock"), and one series of $25 Preferred
          Stock shall consist of 3,000,000 shares of 12.64%
          Preferred Stock, Cumulative, $25 par value
          (hereinafter sometimes called "Series E Preferred
          Stock"); and the remaining 1,800,000 of said shares
          of $25 Preferred Stock may be divided into and
          issued in additional series from time to time, each
          such additional series to be provided for and to be
          distinctively designated, and the issuance of the
          shares of each such additional series to be
          authorized, in and by a resolution or resolutions to
          be adopted by the Board of Directors of the
          Corporation in accordance with the provisions
          hereof.
          
          The second sentence of Part II of said Article 3 is
     amended to be and to read in its entirety as follows:

               The shares of each series of Preferred Stock
          shall have the same rank and shall have the same
          relative rights except with respect to such
          characteristics as are peculiar to or pertain only
          to the particular class of such series and with
          respect to the following characteristics:

                    (a) The number of shares to constitute
               each such series and the distinctive
               designation thereof;

                    (b) The annual rate or rates of dividends
               payable on shares of such series and the date
               from which such dividends shall commence to
               accumulate;

                    (c) The amount or amounts payable upon
               redemption thereof; and

                    (d) The terms and amount of the sinking
               fund requirements (if any) for the purchase or
               redemption of shares of each series of
               Preferred Stock other than the First through
               Tenth Series Preferred Stock;

          which different characteristics of clauses (a), (b),
          and (c) above are herein set forth with respect to
          the First through Tenth Series Preferred Stock and
          of clauses (a), (b), (c), and (d) above are herein
          set forth with respect to the Eleventh and Twelfth
          Series Preferred Stock and the Series A, Series B,
          Series C, Series D and Series E Preferred Stock,
          and, with respect to each additional series of
          Preferred Stock, the designation of the class
          thereof and the different characteristics of clauses
          (a), (b), (c), and (d) above shall be set forth in
          the resolution or resolutions of the Board of
          Directors of the Corporation providing for such
          series.

          Paragraph (A) of Part III of said Article 3 is
     amended to be and to read in its entirety as follows:
     
          (A) The Preferred Stock shall be entitled, but only
     when and as declared by the Board of Directors, out of
     funds legally available for the payment of dividends, in
     preference to the Common Stock, to dividends at the rate
     of 4.96% per annum on the First Series Preferred Stock,
     at the rate of 4.16% per annum on the Second Series
     Preferred Stock, at the rate of 4.44% per annum on the
     Third Series Preferred Stock, at the rate of 5.16% per
     annum on the Fourth Series Preferred Stock, at the rate
     of 5.40% per annum on the Fifth Series Preferred Stock,
     at the rate of 6.44% per annum on the Sixth Series
     Preferred Stock, at the rate of 9.52% per annum on the
     Seventh Series Preferred Stock, at the rate of 7.84% per
     annum on the Eighth Series Preferred Stock, at the rate
     of 7.36% per annum on the Ninth Series Preferred Stock,
     at the rate of 8.56% per annum on the Tenth Series
     Preferred Stock, at the rate of 9.44% per annum on the
     Eleventh Series Preferred Stock, at the rate of 11.48%
     per annum on the Twelfth Series Preferred Stock, at the
     rate of 10.72% per annum on the Series A Preferred Stock,
     at the rate of 13.12% per annum on the Series B Preferred
     Stock, at the rate of 15.20% per annum on the Series C
     Preferred Stock, at the rate of 14.72% per annum on the
     Series D Preferred Stock, and at the rate of 12.64% per
     annum on the Series E Preferred Stock, of the par value
     thereof, and no more, and at such rate per annum on each
     additional series as shall be fixed in and by the
     resolution or resolutions of the Board of Directors of
     the Corporation providing for the issuance of the shares
     of such series, payable quarterly on February 1, May 1,
     August 1 and November 1 of each year to stockholders of
     record as of a date, not exceeding forty (40) days and
     not less than ten (10) days preceding such dividend
     payment dates, to be fixed by the Board of Directors,
     such dividends to be cumulative from the last date to
     which dividends upon the First through Tenth Series
     Preferred Stock of Louisiana Power & Light Company, a
     Florida corporation, are paid, with respect to the First
     through Tenth Series Preferred Stock, from November 2,
     1977 with respect to the Eleventh Series Preferred Stock,
     from March 1, 1979 with respect to the Twelfth Series
     Preferred Stock, from July 19, 1979 with respect to the
     Series A Preferred Stock, from October 17, 1979 with
     respect to the Series B Preferred Stock, from November 6,
     1980 with respect to the Series C Preferred Stock, from
     May 19, 1982 with respect to the Series D Preferred
     Stock, from February 24, 1983 with respect to the Series
     E Preferred Stock, and from such date with respect to
     each additional series, if made cumulative in and by the
     resolution or resolutions of the Board of Directors of
     the Corporation providing for such series, as shall be
     fixed in and by such resolution or resolutions, provided
     that, if such resolution or resolutions so provide, the
     first dividend payment date for any such additional
     series may be the dividend payment date next succeeding
     the dividend payment date immediately following the
     issuance of the shares of such series.

     The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:

          (G) Upon the affirmative vote of a majority of the
     shares of the issued and outstanding Common Stock at any
     annual meeting, or any special meeting called for that
     purpose, the Corporation may at any time redeem all of
     any series of the Preferred Stock or may from time to
     time redeem any part thereof, by paying in cash, as to
     the First Series Preferred Stock, a redemption price of
     $104.25 per share, as to the Second Series Preferred
     Stock, a redemption price of $104.21 per share, as to the
     Third Series Preferred Stock, a redemption price of
     $104.06 per share, as to the Fourth Series Preferred
     Stock, a redemption price of $104.18 per share, as to the
     Fifth Series Preferred Stock, a redemption price of
     $103.00 per share, as to the Sixth Series Preferred
     Stock, a redemption price of $102.92 per share, as to the
     Seventh Series Preferred Stock, a redemption price of
     $108.96 per share if redeemed on or prior to November 1,
     1980, $106.58 per share if redeemed subsequent to
     November 1, 1980 but on or prior to November 1, 1985, and
     $104.20 per share if redeemed subsequent to November 1,
     1985, as to the Eighth Series Preferred Stock, a
     redemption price of $107.70 per share if redeemed on or
     prior to April 1, l981, $105.74 per share if redeemed
     subsequent to April 1, 1981 but on or prior to April 1,
     1986, and $103.78 per share if redeemed subsequent to
     April 1, 1986, as to the Ninth Series Preferred Stock, a
     redemption price of $107.04 per share if redeemed on or
     prior to January 1, 1982, $105.20 per share if redeemed
     subsequent to January 1, 1982 but on or prior to January
     1, 1987, and $103.36 per share if redeemed subsequent to
     January 1, 1987, as to the Tenth Series Preferred Stock,
     a redemption price of $107.42 per share if redeemed on or
     prior to March 1, 1984, $105.28 per share if redeemed
     subsequent to March 1, 1984 but on or prior to March 1,
     1989, and $103.14 per share if redeemed subsequent to
     March 1, 1989, as to the Eleventh Series Preferred Stock,
     a redemption price of $111.44 per share if redeemed on or
     prior to November 1, 1982 (except that no share of the
     Eleventh Series Preferred Stock shall be redeemed prior
     to November 1, 1982 if such redemption is for the purpose
     or in anticipation of refunding such share through the
     use, directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock, ranking prior to or on a parity with the
     Eleventh Series Preferred Stock as to dividends or
     assets, if such borrowed funds have an effective interest
     cost to the Corporation (computed in accordance with
     generally accepted financial practice) or such stock has
     an effective dividend cost to the Corporation (so
     computed) of less than 9.4297% per annum), $109.08 per
     share if redeemed subsequent to November 1, 1982 but on
     or prior to November 1, 1987, $106.72 per share if
     redeemed subsequent to November 1, 1987 but on or prior
     to November 1, 1992, and $104.36 per share if redeemed
     subsequent to November 1, 1992, as to the Twelfth Series
     Preferred Stock, a redemption price of $113.98 per share
     if redeemed on or prior to March 1, 1984 (except that no
     share of the Twelfth Series Preferred Stock shall be
     redeemed prior to March 1, 1984 if such redemption is for
     the purpose or in anticipation of refunding such share
     through the use, directly or indirectly, of funds
     borrowed by the Corporation, or through the use, directly
     or indirectly, of funds derived through the issuance by
     the Corporation of stock ranking prior to or on a parity
     with the Twelfth Series Preferred Stock as to dividends
     or assets, if such borrowed funds have an effective
     interest cost to the Corporation (computed in accordance
     with generally accepted financial practice) or such stock
     has an effective dividend cost to the Corporation (so
     computed) of less than 11.4560% per annum), $111.11 per
     share if redeemed subsequent to March 1, 1984 but on or
     prior to March 1, 1989, $108.24 per share if redeemed
     subsequent to March 1, 1989 but on or prior to March 1,
     1994, and $105.37 per share if redeemed subsequent to
     March 1, 1994, as to the Series A Preferred Stock, a
     redemption price of $27.68 per share if redeemed on or
     prior to July 1, 1984 (except that no share of the Series
     A Preferred Stock shall be redeemed prior to July 1, 1984
     if such redemption is for the purpose or in anticipation
     of refunding such share through the use, directly or
     indirectly, of funds borrowed by the Corporation, or
     through the use, directly or indirectly, of funds derived
     through the issuance by the Corporation of stock ranking
     prior to or on a parity with the Series A Preferred Stock
     as to dividends or assets, if such borrowed funds have an
     effective interest cost to the Corporation (computed in
     accordance with generally accepted financial practice) or
     such stock has an effective dividend cost to the
     Corporation (so computed) of less than 11.2705% per
     annum), $27.01 per share if redeemed subsequent to July
     1, 1984 but on or prior to July 1, 1989, $26.34 per share
     if redeemed subsequent to July 1, 1989 but on or prior to
     July 1, 1994, and $25.67 per share if redeemed subsequent
     to July 1, 1994, as to the Series B Preferred Stock, a
     redemption price of $28.28 per share if redeemed on or
     prior to October 1, 1984 (except that no share of the
     Series B Preferred Stock shall be redeemed prior to
     October 1, 1984 if such redemption is for the purpose or
     in anticipation of refunding such share through the use,
     directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock ranking prior to or on a parity with the Series
     B Preferred Stock as to dividends or assets, if such
     borrowed funds have an effective interest cost to the
     Corporation (computed in accordance with generally
     accepted financial  practice) or such stock has an
     effective dividend cost to the Corporation (so computed)
     of less than 14.6103% per annum), $27.46 per share if
     redeemed subsequent to October 1, 1984 but on or prior to
     October 1, 1989, $26.64 per share if redeemed subsequent
     to October 1, 1989 but on or prior to October 1, 1994,
     and $25.82 per share if redeemed subsequent to October 1,
     1994, as to the Series C Preferred Stock, a redemption
     price of $28.80 per share if redeemed on or prior to
     November 1, 1985 (except that no share of the Series C
     Preferred Stock shall be redeemed prior to November 1,
     1985 if such redemption is for the purpose or in
     anticipation of refunding such share through the use,
     directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock ranking prior to or on a parity with the Series
     C Preferred Stock as to dividends or assets, if such
     borrowed funds have an effective interest cost to the
     Corporation (computed in accordance with generally
     accepted financial practice) or such stock has an
     effective dividend cost to the Corporation (so computed)
     of less than 16.0616% per annum), $27.85 per share if
     redeemed subsequent to November 1, 1985 but on or prior
     to November 1, 1990, $26.90 per share if redeemed
     subsequent to November 1, 1990 but on or prior to
     November 1, 1995, and $25.95 per share if redeemed
     subsequent to November 1, 1995, and as to the Series D
     Preferred Stock, a redemption price of $28.68 per share
     if redeemed on or prior to May 1, 1987 (except that no
     share of the Series D Preferred Stock shall be redeemed
     prior to May 1, 1987 if such redemption is for the
     purpose or in anticipation of refunding such share
     through the use, directly or indirectly, of funds
     borrowed by the Corporation, or through the use, directly
     or indirectly, of funds derived through the issuance by
     the Corporation of stock ranking prior to or on a parity
     with the Series D Preferred Stock as to dividends or
     assets, if such borrowed funds have an effective interest
     cost to the Corporation (computed in accordance with
     generally accepted financial practice) or such stock has
     an effective dividend cost to the Corporation (so
     computed) of less than 15.4233% per annum), $27.76 per
     share if redeemed subsequent to May 1, 1987 but on or
     prior to May 1, 1992, $26.84 per share if redeemed
     subsequent to May 1, 1992 but on or prior to May 1, 1997,
     and $25.92 per share if redeemed subsequent to May 1,
     1997, and as to the Series E Preferred Stock, a
     redemption price of $28.16 per share if redeemed on or
     prior to February 1, 1988 (except that no share of the
     Series E Preferred Stock shall be redeemed prior to
     February 1, 1988 if such redemption is for the purpose or
     in anticipation of refunding such share through the use,
     directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock ranking prior to or on a parity with the Series
     E Preferred Stock as to dividends or assets, if such
     borrowed funds have an effective interest cost to the
     Corporation (computed in accordance with generally
     accepted financial practice) or such stock has an
     effective dividend cost to the Corporation (so computed)
     of less than 13.1942% per annum), $27.37 per share if
     redeemed subsequent to February 1, 1988 but on or prior
     to February 1, 1993, $26.58 per share if redeemed
     subsequent to February 1, 1993 but on or prior to
     February 1, 1998, and $25.79 per share if redeemed
     subsequent to February 1, 1998, and as to each additional
     series such redemption price or prices, with such
     restrictions or limitations, if any, on redemption or
     refunding, as shall be fixed in and by the resolution or
     resolutions of the Board of Directors of the Corporation
     providing for such series; plus, in each case where
     applicable, an amount equivalent to the accumulated and
     unpaid dividends, if any, to the date fixed for
     redemption; provided that without the vote of the issued
     and outstanding Common Stock, the Series A Preferred
     Stock shall be subject to redemption as and for a sinking
     fund as follows: on July 1, 1984 and on each July 1
     thereafter (each such date being hereinafter referred to
     as a "Series A Sinking Fund Redemption Date"), for so
     long as any shares of the Series A Preferred Stock shall
     remain outstanding, the Corporation shall redeem, out of
     funds legally available therefor, 120,000 shares of the
     Series A Preferred Stock (or the number of shares then
     outstanding if less than 120,000) at the sinking fund
     redemption price of $25 per share plus, as to each share
     so redeemed, an amount equivalent to the accumulated and
     unpaid dividends thereon, if any, to the date of
     redemption (the obligation of the Corporation so to
     redeem the shares of the Series A Preferred Stock being
     hereinafter referred to as the "Series A Sinking Fund
     Obligation"); the Series A Sinking Fund Obligation shall
     be cumulative; if on any Series A Sinking Fund Redemption
     Date, the Corporation shall not have funds legally
     available therefor sufficient to redeem the full number
     of shares required to be redeemed on that date, the
     Series A Sinking Fund Obligation with respect to the
     shares not redeemed shall carry forward to each
     successive Series A Sinking Fund Redemption Date until
     such shares shall have been redeemed; whenever on any
     Series A Sinking Fund Redemption Date, the funds of the
     Corporation legally available for the satisfaction of the
     Series A Sinking Fund Obligation and all other sinking
     fund and similar obligations then existing with respect
     to any other class or series of its stock ranking on a
     parity as to dividends or assets with the Series A
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series A Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series A
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series A Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorization of
     the Board of Directors, on each Series A Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 120,000 additional shares of the Series A
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series A Sinking Fund
     Obligation on any Series A Sinking Fund Redemption Date
     any shares of the Series A Preferred Stock (including
     shares of the Series A Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series A
     Preferred Stock redeemed pursuant to the Series A Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series A Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series B
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on October 1, 1984 and on each
     October 1 thereafter (each such date being hereinafter
     referred to as a "Series B Sinking Fund Redemption
     Date"), for so long as any shares of the Series B
     Preferred Stock shall remain outstanding, the Corporation
     shall redeem, out of funds legally available therefor,
     80,000 shares of the Series B Preferred Stock (or the
     number of shares then outstanding if less than 80,000) at
     the sinking fund redemption price of $25 per share plus,
     as to each share so redeemed, an amount equivalent to the
     accumulated and unpaid dividends thereon, if any, to the
     date of redemption (the obligation of the Corporation so
     to redeem the shares of the Series B Preferred Stock
     being hereinafter referred to as the "Series B Sinking
     Fund Obligation"); the Series B Sinking Fund Obligation
     shall be cumulative; if on any Series B Sinking Fund
     Redemption Date, the Corporation shall not have funds
     legally available therefor sufficient to redeem the full
     number of shares required to be redeemed on that date,
     the Series B Sinking Fund Obligation with respect to the
     shares not redeemed shall carry forward to each
     successive Series B Sinking Fund Redemption Date until
     such shares shall have been redeemed; whenever on any
     Series B Sinking Fund Redemption Date, the funds of the
     Corporation legally available for the satisfaction of the
     Series B Sinking Fund Obligation and all other sinking
     fund and similar obligations then existing with respect
     to any other class or series of its stock ranking on a
     parity as to dividends or assets with the Series B
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series B Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series B
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series B Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorization of
     the Board of Directors, on each Series B Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 80,000 additional shares of the Series B Pre
     ferred Stock; the Corporation shall be entitled, at its
     election, to credit against its Series B Sinking Fund
     Obligation on any Series B Sinking Fund Redemption Date
     any shares of the Series B Preferred Stock (including
     shares of the Series B Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series B
     Preferred Stock redeemed pursuant to the Series B Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series B Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series C
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on November 1, 1985 and on
     each November 1 thereafter (each such date being
     hereinafter referred to as a "Series C Sinking Fund
     Redemption Date"), for so long as any shares of the
     Series C Preferred Stock shall remain outstanding, the
     Corporation shall redeem, out of funds legally available
     therefor, 60,000 shares of the Series C Preferred Stock
     (or the number of shares then outstanding if less than
     60,000) at the sinking fund redemption price of $25 per
     share plus, as to each share so redeemed, an amount
     equivalent to the accumulated and unpaid dividends
     thereon, if any, to the date of redemption (the
     obligation of the Corporation so to redeem the shares of
     the Series C Preferred Stock being hereinafter referred
     to as the "Series C Sinking Fund Obligation"); the Series
     C Sinking Fund Obligation shall be cumulative; if on any
     Series C Sinking Fund Redemption Date, the Corporation
     shall not have funds legally available therefor
     sufficient to redeem the full number of shares required
     to be redeemed on that date, the Series C Sinking Fund
     Obligation with respect to the shares not redeemed shall
     carry forward to each successive Series C Sinking Fund
     Redemption Date until such shares shall have been
     redeemed; whenever on any Series C Sinking Fund
     Redemption Date, the funds of the Corporation legally
     available for the satisfaction of the Series C Sinking
     Fund Obligation and all other sinking fund and similar
     obligations then existing with respect to any other class
     or series of its stock ranking on a parity as to
     dividends or assets with the Series C Preferred Stock
     (such Obligation and obligations collectively being
     hereinafter referred to as the "Total Sinking Fund
     Obligation") are insufficient to permit the Corporation
     to satisfy fully its Total Sinking Fund Obligation on
     that date, the Corporation shall apply to the
     satisfaction of its Series C Sinking Fund Obligation on
     that date that proportion of such legally available funds
     which is equal to the ratio of such Series C Sinking Fund
     Obligation to such Total Sinking Fund Obligation; in
     addition to the Series C Sinking Fund Obligation, the
     Corporation shall have the option, which shall be
     non-cumulative, to redeem, upon authorization of the
     Board of Directors, on each Series C Sinking Fund
     Redemption Date at the aforesaid sinking fund redemption
     price, up to 60,000 additional shares of the Series C
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series C Sinking Fund
     Obligation on any Series C Sinking Fund Redemption Date
     any shares of the Series C Preferred Stock (including
     shares of the Series C Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series C
     Preferred Stock redeemed pursuant to the Series C Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series C Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series D
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on May 1, 1987 and on each May
     1 thereafter (each such date being hereinafter referred
     to as a "Series D Sinking Fund Redemption Date"), for so
     long as any shares of the Series D Preferred Stock shall
     remain outstanding, the Corporation shall redeem, out of
     funds legally available therefor, 100,000 shares of the
     Series D Preferred Stock (or the number of shares then
     outstanding if less than 100,000) at the sinking fund
     redemption price of $25 per share plus, as to each share
     so redeemed, an amount equivalent to the accumulated and
     unpaid dividends thereon, if any, to the date of
     redemption (the obligation of the Corporation so to
     redeem the shares of the Series D Preferred Stock being
     hereinafter referred to as the "Series D Sinking Fund
     Obligation"); the Series D Sinking Fund Obligation shall
     be cumulative; if on any Series D Sinking Fund Redemption
     Date, the Corporation shall not have funds legally
     available therefor sufficient to redeem the full number
     of shares required to be redeemed on that date, the
     Series D Sinking Fund Obligation with respect to the
     shares not redeemed shall carry forward to each
     successive Series D Sinking Fund Redemption Date until
     such shares shall have been redeemed; whenever on any
     Series D Sinking Fund Redemption Date, the funds of the
     Corporation legally available for the satisfaction of the
     Series D Sinking Fund Obligation and all other sinking
     fund and similar obligations then existing with respect
     to any other class or series of its stock ranking on a
     parity as to dividends or assets with the Series D
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series D Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series D
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series D Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorized of
     the Board of Directors, on each Series D Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 100,000 additional shares of the Series D
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series D Sinking Fund
     Obligation on any Series D Sinking Fund Redemption Date
     any shares of the Series D Preferred Stock (including
     shares of the Series D Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series D
     Preferred Stock redeemed pursuant to the Series D Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series D Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series E
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on February 1, 1988 and on
     each February 1 thereafter (each such date being
     hereinafter referred to as a "Series E Sinking Fund
     Redemption Date"), for so long as any shares of the
     Series E Preferred Stock shall remain outstanding, the
     Corporation shall redeem, out of funds legally available
     therefor, 150,000 shares of the Series E Preferred Stock
     (or the number of shares then outstanding if less than
     150,000) at the sinking fund redemption price of $25 per
     share plus, as to each share so redeemed, an amount
     equivalent to the accumulated and unpaid dividends
     thereon, if any, to the date of redemption (the
     obligation of the Corporation so to redeem the shares of
     the Series E Preferred Stock being hereinafter referred
     to as the "Series E Sinking Fund Obligation"); the Series
     E Sinking Fund Obligation shall be cumulative; if on any
     Series E Sinking Fund Redemption Date, the Corporation
     shall not have funds legally available therefor
     sufficient to redeem the full number of shares required
     to be redeemed on that date, the Series E Sinking Fund
     Obligation with respect to the shares not redeemed shall
     carry forward to each successive Series E Sinking Fund
     Redemption Date until such shares shall have been
     redeemed; whenever on any Series E Sinking Fund
     Redemption Date, the funds of the Corporation legally
     available for the satisfaction of the Series E Sinking
     Fund Obligation and all other sinking fund and similar
     obligations then existing with respect to any other class
     or series of its stock ranking on a parity as to
     dividends or assets with the Series E Preferred Stock
     (such Obligation and obligations collectively being
     hereinafter referred to as the "Total Sinking Fund
     Obligation") are insufficient to permit the Corporation
     to satisfy fully its Total Sinking Fund Obligation on
     that date, the Corporation shall apply to the
     satisfaction of its Series E Sinking Fund Obligation on
     that date that proportion of such legally available funds
     which is equal to the ratio of such Series E Sinking Fund
     Obligation to such Total Sinking Fund Obligation; in
     addition to the Series E Sinking Fund Obligation, the
     Corporation shall have the option, which shall be non-
     cumulative, to redeem, upon authorized of the Board of
     Directors, on each Series E Sinking Fund Redemption Date,
     at the aforesaid sinking fund redemption price, up to
     150,000 additional shares of the Series E Preferred
     Stock; the Corporation shall be entitled, at its
     election, to credit against its Series E Sinking Fund
     Obligation on any Series E Sinking Fund Redemption Date
     any shares of the Series E Preferred Stock (including
     shares of the Series E Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series E
     Preferred Stock redeemed pursuant to the Series E Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series E Sinking Fund
     Obligation.
     
     The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:

          So long as any of the Second through Twelfth Series
     Preferred Stock or any of the Series A, Series B, Series
     C, Series D or Series E Preferred Stock remains
     outstanding, or there remains outstanding any additional
     series of Preferred Stock with respect to which the
     resolution or resolutions of the Board of Directors of
     the Corporation providing for same makes this sentence
     applicable, at any time when the aggregate of all amounts
     credited subsequent to January 1, 1953 to the
     depreciation reserve account of the Corporation and
     Louisiana Power & Light Company, a Florida corporation,
     through charges to operating revenue deductions or
     otherwise on the books of the Corporation and Louisiana
     Power & Light Company, a Florida corporation (other than
     transfers out of the balance of surplus as of December
     31, 1952), shall be less than the amount computed as
     provided in clause (aa) below, under requirements
     contained in the Corporation's mortgage indentures, then
     for the purposes of subparagraphs (a) and (b) above, in
     determining the earnings available for Common Stock
     dividends during any twelve-month period, the amount to
     be provided for depreciation in that period shall be (aa)
     the greater of the cumulative amount charged to
     depreciation expense on the books of the Corporation and
     Louisiana Power & Light Company, a Florida corporation,
     or the cumulative amount computed under requirements
     contained in the Corporation's mortgage indentures
     relating to minimum depreciation provisions (the latter
     cumulative amount being the aggregate of the largest
     amounts separately computed for entire periods of
     differing coexisting mortgage indenture requirements) for
     the period from January 1, 1953 to and including said
     twelve-month period, less (bb) the greater of the
     cumulative amount charged to depreciation expense on the
     books of the Corporation and Louisiana Power & Light
     Company, a Florida corporation, or the cumulative amount
     computed under requirements contained in the
     Corporation's mortgage indentures relating to minimum
     depreciation provisions (the latter cumulative amount
     being the aggregate of the largest amounts separately
     computed for entire periods of differing coexisting
     mortgage indenture requirements) from January 1, 1953 up
     to but excluding said twelve-month period; provided that
     in the event any company other than Louisiana Power &
     Light Company, a Florida corporation, is merged into the
     Corporation, the "cumulative amount computed under
     requirements contained in the Corporation's mortgage
     indentures relating to minimum depreciation provisions"
     referred to above shall be computed without regard, for
     the period prior to the merger, of property acquired in
     the merger, and the "cumulative amount charged to
     depreciation expense on the books of the Corporation and
     Louisiana Power & Light Company, a Florida corporation",
     shall be exclusive of amounts provided for such property
     prior to the merger.

     The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.

     The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.

     These Articles of Amendment are executed on and dated the
16th day of February, 1983.




                              Louisiana Power & Light Company


                              By:   /s/ James M. Cain
                                   James M. Cain, President


                              By:   /s/ W. H. Talbot
                                   W. H. Talbot, Secretary



                         ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS


     BEFORE ME, the undersigned authority, personally came and
appeared JAMES M. CAIN and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.


                                /s/ James M. Cain
                              James M. Cain, President
                              Louisiana Power & Light Company



                                 /s/ W. H. Talbot
                              W. H. Talbot, Secretary
                              Louisiana Power & Light Company



Sworn to and subscribed before me at New
Orleans, Louisiana, on this 16th day of
February, 1983.


    /s/ Melvin I. Schwartzman
       Notary Public



My commission is issued for life.



                      ARTICLES OF AMENDMENT
                              to the
         RESTATED ARTICLES OF INCORPORATION, AS AMENDED,
                                of
                 LOUISIANA POWER & LIGHT COMPANY



     On June 7, 1984, the shareholders of Louisiana Power &
Light  Company, a corporation organized and existing under the
laws of the  State of Louisiana, by a resolution unanimously
adopted by all of the shareholders of said corporation
entitled to vote on the matter, amended paragraph (b) of Part
I of Article 3 of the Restated Articles of Incorporation, as
amended, of said corporation to be and to read in its entirety
as follows:

          (b) 4,500,000 shares of preferred stock having a par
     value of $100 per share, which shall all be of one class
     (hereinafter called the "$100 Preferred Stock"), and
     22,000,000 shares of preferred stock having a par value
     of $25 per share, which shall all be of one class
     (hereinafter called the "$25 Preferred Stock"), which
     said two classes of preferred stock are hereinafter
     together referred to as the "Preferred Stock", and, for
     certain purposes and to such extent as are hereinafter
     set forth, are treated or referred to together as a
     single class of stock; and further with respect to the
     Preferred Stock:

               (i) Said 4,500,000 shares of $100 Preferred
          Stock shall be issuable in one or more series from
          time to time; 1,455,000 of said shares of $100
          Preferred Stock shall be divided into twelve series,
          one of which shall consist of 60,000 shares of 4.96%
          Preferred Stock, Cumulative, $100 par value
          (hereinafter sometimes called "First Series
          Preferred Stock"), one of which shall consist of
          70,000 shares of 4.16% Preferred Stock, Cumulative,
          $100 par value (hereinafter sometimes called "Second
          Series Preferred Stock"), one of which shall consist
          of 70,000 shares of 4.44% Preferred Stock,
          Cumulative, $100 par value (hereinafter sometimes
          called "Third Series Preferred Stock"), one of which
          shall consist of 75,000 shares of 5.16% Preferred
          Stock, Cumulative, $100 par value (hereinafter
          sometimes called "Fourth Series Preferred Stock"),
          one of which shall consist of 80,000 shares of 5.40%
          Preferred Stock, Cumulative, $100 par value
          (hereinafter sometimes called "Fifth Series
          Preferred Stock"), one of which shall consist of
          80,000 shares of 6.44% Preferred Stock, Cumulative,
          $100 par value (hereinafter sometimes called "Sixth
          Series Preferred Stock"), one of which shall consist
          of 70,000 shares of 9.52% Preferred Stock,
          Cumulative, $100 par value (hereinafter sometimes
          called "Seventh Series Preferred Stock"), one of
          which shall consist of 100,000 shares of 7.84%
          Preferred Stock, Cumulative, $100 par value
          (hereinafter sometimes called "Eighth Series
          Preferred Stock"), one of which shall consist of
          100,000 shares of 7.36% Preferred Stock, Cumulative,
          $100 par value (hereinafter sometimes called "Ninth
          Series Preferred Stock"), one of which shall consist
          of 100,000 shares of 8.56% Preferred Stock,
          Cumulative, $100 par value (hereinafter sometimes
          called "Tenth Series Preferred Stock"), one of which
          shall consist of 300,000 shares of 9.44% Preferred
          Stock, Cumulative, $100 par value (hereinafter
          sometimes called "Eleventh Series Preferred Stock"),
          and one of which shall consist of 350,000 shares of
          11.48% Preferred Stock, Cumulative, $100 par value
          (hereinafter sometimes called "Twelfth Series
          Preferred Stock"); and the remaining 3,045,000 of
          said shares of $100 Preferred Stock may be divided
          into and issued in additional series from time to
          time, each such additional series to be provided for
          and to be distinctively designated, and the issuance
          of the shares of each such additional series to be
          authorized, in and by a resolution or resolutions to
          be adopted by the Board of Directors of the
          Corporation in accordance with the provisions
          hereof.


               (ii) Said 22,000,000 shares of $25 Preferred
          Stock shall be issuable in one or more series from
          time to time; one series of $25 Preferred Stock
          shall consist of 2,400,000 shares of 10.72%
          Preferred Stock, Cumulative, $25 par value
          (hereinafter sometimes called "Series A Preferred
          Stock"), one series of $25 Preferred Stock shall
          consist of 1,600,000 shares of 13.12% Preferred
          Stock, Cumulative, $25 par value (hereinafter
          sometimes called "Series B Preferred Stock"), one
          series of $25 Preferred Stock shall consist of
          1,200,000 shares of 15.20% Preferred Stock,
          Cumulative, $25 par value (hereinafter sometimes
          called "Series C Preferred Stock"), one series of
          $25 Preferred Stock shall consist of 2,000,000
          shares of 14.72% Preferred Stock, Cumulative, $25
          par value (hereinafter sometimes called "Series D
          Preferred Stock"), and one series of $25 Preferred
          Stock shall consist of 3,000,000 shares of 12.64%
          Preferred Stock, Cumulative, $25 par value
          (hereinafter sometimes called "Series E Preferred
          Stock"); and the remaining 11,800,000 of said shares
          of $25 Preferred Stock may be divided into and
          issued in additional series from time to time, each
          such additional series to be provided for and to be
          distinctively designated, and the issuance of the
          shares of each such additional series to be
          authorized, in and by a resolution or resolutions to
          be adopted by the Board of Directors of the
          Corporation in accordance with the provisions
          hereof.
          
     The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended by its
shareholders as aforesaid by the Unanimous Written Consent to
such corporate action of all of the shareholders of said
corporation entitled to vote thereon, signed and executed on
June 1 , 1984, in accordance with and pursuant to the
authority granted in and by the laws of the State of Louisiana
and  particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been signed
and executed on the date aforesaid by Middle South Utilities,
Inc., which was then and is now the sole owner and shareholder
of record of 115,141,200 shares of the Common Stock of the
said Louisiana Power & Light Company, said 115,141,200 shares
being all of the outstanding Common Stock of the said
Louisiana Power & Light  Company and said Common Stock having
all of the voting power and being all of the capital stock of
the said Louisiana Power & Light Company  entitled to vote on
the foregoing amendment to its Restated Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of, authorized,
consented to, approved and constituted as the corporate action
of the said Louisiana Power & Light Company, the  amendment of
its Restated Articles of Incorporation, as amended, as
hereinabove set forth.

     The Restated Articles of Incorporation, as amended, of
said  Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
heretofore amended and as amended as hereinabove set forth,
relating in any way to the shares of stock of said Louisiana
Power & Light Company are incorporated and stated in these
Articles of Amendment by reference.  These Articles of
Amendment are executed on and dated the 7th day of June, 1984.

                         LOUISIANA POWER & LIGHT COMPANY



                         By:    /s/ James M. Cain
                              James M. Cain, President



                         By:   /s/ W. H. Talbot
                               W. H. Talbot, Secretary



                         ACKNOWLEDGMENT


STATE OF LOUISIANA  )
                    )
PARISH OF ORLEANS   )

                                
                                
     BEFORE ME, the undersigned authority, personally came and
appeared JAMES M. CAIN and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
     
     
                                /s/ James M. Cain
                              James M. Cain, President,
                              Louisiana Power & Light Company
     
     
     
     
                                /s/ W. H. Talbot
                              W. H. Talbot, Secretary,
                              Louisiana Power & Light Company
     
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 7th day
of June, 1984.



  /s/ Melvin I. Schwartzman
       Notary Public
                                
                                
My commission is issued for life.



                      ARTICLES OF AMENDMENT
                                
                             to the
         RESTATED ARTICLES OF INCORPORATION, AS AMENDED
                               of
                 LOUISIANA POWER & LIGHT COMPANY



     On August 9, 1984 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:

          Sub-paragraph (ii) of paragraph (b) of Part I of
     said Article 3 is amended to be and to read in its
     entirety as follows:

               (ii) Said 22,000,000 shares of $25 Preferred
          Stock shall be issuable in one or more series from
          time to time; one series of $25 Preferred Stock
          shall consist of 2,400,000 shares of 10.72%
          Preferred Stock, Cumulative, $25 par value
          (hereinafter sometimes called "Series A Preferred
          Stock"), one series of $25 Preferred Stock shall
          consist of 1,600,000 shares of 13.12% Preferred
          Stock, Cumulative, $25 par value (hereinafter
          sometimes called "Series B Preferred Stock"), one
          series of $25 Preferred Stock shall consist of
          1,200,000 shares of 15.20% Preferred Stock,
          Cumulative, $25 par value (hereinafter sometimes
          called "Series C Preferred Stock"), one series of
          $25 Preferred Stock shall consist of 2,000,000
          shares of 14.72% Preferred Stock, Cumulative, $25
          par value (hereinafter sometimes called "Series D
          Preferred Stock"), and one series of $25 Preferred
          Stock shall consist of 3,000,000 shares of 12.64%
          Preferred Stock, Cumulative, $25 par value
          (hereinafter sometimes called "Series E Preferred
          Stock"), and one series of $25 Preferred Stock shall
          consist of 2,000,000 shares of 19.20% Preferred
          Stock, Cumulative, $25 par value (hereinafter
          sometimes called "Series F Preferred Stock"); and
          the remaining 9,800,000 of said shares of $25
          Preferred Stock may be divided into and issued in
          additional series from time to time, each such
          additional series to be provided for and to be
          distinctively designated, and the issuance of the
          shares of each such additional series to be
          authorized, in and by a resolution or resolutions to
          be adopted by the Board of Directors of the
          Corporation in accordance with the provisions
          hereof.
          
          The second sentence of Part II of said Article 3 is
     amended to be and to read in its entirety as follows:

               The shares of each series of Preferred Stock
          shall have the same rank and shall have the same
          relative rights except with respect to such
          characteristics as are peculiar to or pertain only
          to the particular class of such series and with
          respect to the following characteristics:

                    (a) The number of shares to constitute
               each such series and the distinctive
               designation thereof;

                    (b) The annual rate or rates of dividends
               payable on shares of such series and the date
               from which such dividends shall commence to
               accumulate;

                    (c) The amount or amounts payable upon
               redemption thereof; and

                    (d) The terms and amount of the sinking
               fund requirements (if any) for the purchase or
               redemption of shares of each series of
               Preferred Stock other than the First through
               Tenth Series Preferred Stock;

          which different characteristics of clauses (a), (b),
          and (c) above are herein set forth with respect to
          the First through Tenth Series Preferred Stock and
          of clauses (a), (b), (c), and (d) above are herein
          set forth with respect to the Eleventh and Twelfth
          Series Preferred Stock and the Series A, Series B,
          Series C, Series D, Series E, and Series F Preferred
          Stock, and, with respect to each additional series
          of Preferred Stock, the designation of the class
          thereof and the different characteristics of clauses
          (a), (b), (c), and (d) above shall be set forth in
          the resolution or resolutions of the Board of
          Directors of the Corporation providing for such
          series.

          Paragraph (A) of Part III of said Article 3 is
     amended to be and to read in its entirety as follows:
     
          (A) The Preferred Stock shall be entitled, but only
     when and as declared by the Board of Directors, out of
     funds legally available for the payment of dividends, in
     preference to the Common Stock, to dividends at the rate
     of 4.96% per annum on the First Series Preferred Stock,
     at the rate of 4.16% per annum on the Second Series
     Preferred Stock, at the rate of 4.44% per annum on the
     Third Series Preferred Stock, at the rate of 5.16% per
     annum on the Fourth Series Preferred Stock, at the rate
     of 5.40% per annum on the Fifth Series Preferred Stock,
     at the rate of 6.44% per annum on the Sixth Series
     Preferred Stock, at the rate of 9.52% per annum on the
     Seventh Series Preferred Stock, at the rate of 7.84% per
     annum on the Eighth Series Preferred Stock, at the rate
     of 7.36% per annum on the Ninth Series Preferred Stock,
     at the rate of 8.56% per annum on the Tenth Series
     Preferred Stock, at the rate of 9.44% per annum on the
     Eleventh Series Preferred Stock, at the rate of 11.48%
     per annum on the Twelfth Series Preferred Stock, at the
     rate of 10.72% per annum on the Series A Preferred Stock,
     at the rate of 13.12% per annum on the Series B Preferred
     Stock, at the rate of 15.20% per annum on the Series C
     Preferred Stock, at the rate of 14.72% per annum on the
     Series D Preferred Stock, at the rate of 12.64% per annum
     on the Series E Preferred Stock, and at the rate of
     19.20% per annum on the Series F Preferred Stock, of the
     par value thereof, and no more, and at such rate per
     annum on each additional series as shall be fixed in and
     by the resolution or resolutions of the Board of
     Directors of the Corporation providing for the issuance
     of the shares of such series, payable quarterly on
     February 1, May 1, August 1 and November 1 of each year
     to stockholders of record as of a date, not exceeding
     forty (40) days and not less than ten (10) days preceding
     such dividend payment dates, to be fixed by the Board of
     Directors, such dividends to be cumulative from the last
     date to which dividends upon the First through Tenth
     Series Preferred Stock of Louisiana Power & Light
     Company, a Florida corporation, are paid, with respect to
     the First through Tenth Series Preferred Stock, from
     November 2, 1977 with respect to the Eleventh Series
     Preferred Stock, from March 1, 1979 with respect to the
     Twelfth Series Preferred Stock, from July 19, 1979 with
     respect to the Series A Preferred Stock, from October 17,
     1979 with respect to the Series B Preferred Stock, from
     November 6, 1980 with respect to the Series C Preferred
     Stock, from May 19, 1982 with respect to the Series D
     Preferred Stock, from February 24, 1983 with respect to
     the Series E Preferred Stock, from August 17, 1984 with
     respect to the Series F Preferred Stock, and from such
     date with respect to each additional series, if made
     cumulative in and by the resolution or resolutions of the
     Board of Directors of the Corporation providing for such
     series, as shall be fixed in and by such resolution or
     resolutions, provided that, if such resolution or
     resolutions so provide, the first dividend payment date
     for any such additional series may be the dividend
     payment date next succeeding the dividend payment date
     immediately following the issuance of the shares of such
     series.

     The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:

          (G) Upon the affirmative vote of a majority of the
     shares of the issued and outstanding Common Stock at any
     annual meeting, or any special meeting called for that
     purpose, the Corporation may at any time redeem all of
     any series of the Preferred Stock or may from time to
     time redeem any part thereof, by paying in cash, as to
     the First Series Preferred Stock, a redemption price of
     $104.25 per share, as to the Second Series Preferred
     Stock, a redemption price of $104.21 per share, as to the
     Third Series Preferred Stock, a redemption price of
     $104.06 per share, as to the Fourth Series Preferred
     Stock, a redemption price of $104.18 per share, as to the
     Fifth Series Preferred Stock, a redemption price of
     $103.00 per share, as to the Sixth Series Preferred
     Stock, a redemption price of $102.92 per share, as to the
     Seventh Series Preferred Stock, a redemption price of
     $108.96 per share if redeemed on or prior to November 1,
     1980, $106.58 per share if redeemed subsequent to
     November 1, 1980 but on or prior to November 1, 1985, and
     $104.20 per share if redeemed subsequent to November 1,
     1985, as to the Eighth Series Preferred Stock, a
     redemption price of $107.70 per share if redeemed on or
     prior to April 1, l981, $105.74 per share if redeemed
     subsequent to April 1, 1981 but on or prior to April 1,
     1986, and $103.78 per share if redeemed subsequent to
     April 1, 1986, as to the Ninth Series Preferred Stock, a
     redemption price of $107.04 per share if redeemed on or
     prior to January 1, 1982, $105.20 per share if redeemed
     subsequent to January 1, 1982 but on or prior to January
     1, 1987, and $103.36 per share if redeemed subsequent to
     January 1, 1987, as to the Tenth Series Preferred Stock,
     a redemption price of $107.42 per share if redeemed on or
     prior to March 1, 1984, $105.28 per share if redeemed
     subsequent to March 1, 1984 but on or prior to March 1,
     1989, and $103.14 per share if redeemed subsequent to
     March 1, 1989, as to the Eleventh Series Preferred Stock,
     a redemption price of $111.44 per share if redeemed on or
     prior to November 1, 1982 (except that no share of the
     Eleventh Series Preferred Stock shall be redeemed prior
     to November 1, 1982 if such redemption is for the purpose
     or in anticipation of refunding such share through the
     use, directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock, ranking prior to or on a parity with the
     Eleventh Series Preferred Stock as to dividends or
     assets, if such borrowed funds have an effective interest
     cost to the Corporation (computed in accordance with
     generally accepted financial practice) or such stock has
     an effective dividend cost to the Corporation (so
     computed) of less than 9.4297% per annum), $109.08 per
     share if redeemed subsequent to November 1, 1982 but on
     or prior to November 1, 1987, $106.72 per share if
     redeemed subsequent to November 1, 1987 but on or prior
     to November 1, 1992, and $104.36 per share if redeemed
     subsequent to November 1, 1992, as to the Twelfth Series
     Preferred Stock, a redemption price of $113.98 per share
     if redeemed on or prior to March 1, 1984 (except that no
     share of the Twelfth Series Preferred Stock shall be
     redeemed prior to March 1, 1984 if such redemption is for
     the purpose or in anticipation of refunding such share
     through the use, directly or indirectly, of funds
     borrowed by the Corporation, or through the use, directly
     or indirectly, of funds derived through the issuance by
     the Corporation of stock ranking prior to or on a parity
     with the Twelfth Series Preferred Stock as to dividends
     or assets, if such borrowed funds have an effective
     interest cost to the Corporation (computed in accordance
     with generally accepted financial practice) or such stock
     has an effective dividend cost to the Corporation (so
     computed) of less than 11.4560% per annum), $111.11 per
     share if redeemed subsequent to March 1, 1984 but on or
     prior to March 1, 1989, $108.24 per share if redeemed
     subsequent to March 1, 1989 but on or prior to March 1,
     1994, and $105.37 per share if redeemed subsequent to
     March 1, 1994, as to the Series A Preferred Stock, a
     redemption price of $27.68 per share if redeemed on or
     prior to July 1, 1984 (except that no share of the Series
     A Preferred Stock shall be redeemed prior to July 1, 1984
     if such redemption is for the purpose or in anticipation
     of refunding such share through the use, directly or
     indirectly, of funds borrowed by the Corporation, or
     through the use, directly or indirectly, of funds derived
     through the issuance by the Corporation of stock ranking
     prior to or on a parity with the Series A Preferred Stock
     as to dividends or assets, if such borrowed funds have an
     effective interest cost to the Corporation (computed in
     accordance with generally accepted financial practice) or
     such stock has an effective dividend cost to the
     Corporation (so computed) of less than 11.2705% per
     annum), $27.01 per share if redeemed subsequent to July
     1, 1984 but on or prior to July 1, 1989, $26.34 per share
     if redeemed subsequent to July 1, 1989 but on or prior to
     July 1, 1994, and $25.67 per share if redeemed subsequent
     to July 1, 1994, as to the Series B Preferred Stock, a
     redemption price of $28.28 per share if redeemed on or
     prior to October 1, 1984 (except that no share of the
     Series B Preferred Stock shall be redeemed prior to
     October 1, 1984 if such redemption is for the purpose or
     in anticipation of refunding such share through the use,
     directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock ranking prior to or on a parity with the Series
     B Preferred Stock as to dividends or assets, if such
     borrowed funds have an effective interest cost to the
     Corporation (computed in accordance with generally
     accepted financial  practice) or such stock has an
     effective dividend cost to the Corporation (so computed)
     of less than 14.6103% per annum), $27.46 per share if
     redeemed subsequent to October 1, 1984 but on or prior to
     October 1, 1989, $26.64 per share if redeemed subsequent
     to October 1, 1989 but on or prior to October 1, 1994,
     and $25.82 per share if redeemed subsequent to October 1,
     1994, as to the Series C Preferred Stock, a redemption
     price of $28.80 per share if redeemed on or prior to
     November 1, 1985 (except that no share of the Series C
     Preferred Stock shall be redeemed prior to November 1,
     1985 if such redemption is for the purpose or in
     anticipation of refunding such share through the use,
     directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock ranking prior to or on a parity with the Series
     C Preferred Stock as to dividends or assets, if such
     borrowed funds have an effective interest cost to the
     Corporation (computed in accordance with generally
     accepted financial practice) or such stock has an
     effective dividend cost to the Corporation (so computed)
     of less than 16.0616% per annum), $27.85 per share if
     redeemed subsequent to November 1, 1985 but on or prior
     to November 1, 1990, $26.90 per share if redeemed
     subsequent to November 1, 1990 but on or prior to
     November 1, 1995, and $25.95 per share if redeemed
     subsequent to November 1, 1995, and as to the Series D
     Preferred Stock, a redemption price of $28.68 per share
     if redeemed on or prior to May 1, 1987 (except that no
     share of the Series D Preferred Stock shall be redeemed
     prior to May 1, 1987 if such redemption is for the
     purpose or in anticipation of refunding such share
     through the use, directly or indirectly, of funds
     borrowed by the Corporation, or through the use, directly
     or indirectly, of funds derived through the issuance by
     the Corporation of stock ranking prior to or on a parity
     with the Series D Preferred Stock as to dividends or
     assets, if such borrowed funds have an effective interest
     cost to the Corporation (computed in accordance with
     generally accepted financial practice) or such stock has
     an effective dividend cost to the Corporation (so
     computed) of less than 15.4233% per annum), $27.76 per
     share if redeemed subsequent to May 1, 1987 but on or
     prior to May 1, 1992, $26.84 per share if redeemed
     subsequent to May 1, 1992 but on or prior to May 1, 1997,
     and $25.92 per share if redeemed subsequent to May 1,
     1997, as to the Series E Preferred Stock, a redemption
     price of $28.16 per share if redeemed on or prior to
     February 1, 1988 (except that no share of the Series E
     Preferred Stock shall be redeemed prior to February 1,
     1988 if such redemption is for the purpose or in
     anticipation of refunding such share through the use,
     directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock ranking prior to or on a parity with the Series
     E Preferred Stock as to dividends or assets, if such
     borrowed funds have an effective interest cost to the
     Corporation (computed in accordance with generally
     accepted financial practice) or such stock has an
     effective dividend cost to the Corporation (so computed)
     of less than 13.1942% per annum), $27.37 per share if
     redeemed subsequent to February 1, 1988 but on or prior
     to February 1, 1993, $26.58 per share if redeemed
     subsequent to February 1, 1993 but on or prior to
     February 1, 1998, and $25.79 per share if redeemed
     subsequent to February 1, 1998, and
     
     as to the Series F Preferred Stock, a redemption price of
     $29.80 per share if redeemed on or prior to August 1,
     1985, $29.27 per share if redeemed subsequent to August
     1, 1985 but on or prior to August 1, 1986, $28.73 per
     share if redeemed subsequent to August 1, 1986 but on or
     prior August 1, 1987, $28.20 per share if redeemed
     subsequent to August 1, 1987 but on or prior to August 1,
     1988, $27.67 per share if redeemed subsequent to August
     1, 1988 but on or prior to August 1, 1989, $27.13 per
     share if redeemed subsequent to August 1, 1989 but on or
     prior to August 1, 1990, $26.60 per share if redeemed
     subsequent to April 1, 1990 but on or prior to August 1,
     1991, $26.07 per share if redeemed subsequent to April 1,
     1991 but on or prior to August 1, 1992, $25.53 per share
     if redeemed subsequent to August 1, 1992 but on or prior
     to August 1, 1993, and $25.00 per share if redeemed
     subsequent to August 1, 1993, provided, however, that no
     share of the Series F Preferred Stock shall be redeemed
     prior August 1, 1989 if such redemption is for the
     purpose or in anticipation of refunding such share
     through the use, directly or indirectly, of funds
     borrowed by the Corporation, or through the use, directly
     or indirectly, of funds derived through the issuance by
     the Corporation of stock ranking prior to or on a parity
     with the Series F Preferred Stock as to dividends or
     assets, if such borrowed funds have an effective interest
     cost to the Corporation (computed in accordance with
     generally accepted financial practice) or such stock has
     an effective dividend cost to the Corporation (so
     computed) of less than 19.9171% per annum), and as to
     each additional series such redemption price or prices,
     with such restrictions or limitations, if any, on
     redemption or refunding, as shall be fixed in and by the
     resolution or resolutions of the Board of Directors of
     the Corporation providing for such series; plus, in each
     case where applicable, an amount equivalent to the
     accumulated and unpaid dividends, if any, to the date
     fixed for redemption; provided that without the vote of
     the issued and outstanding Common Stock, the Series A
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on July 1, 1984 and on each
     July 1 thereafter (each such date being hereinafter
     referred to as a "Series A Sinking Fund Redemption
     Date"), for so long as any shares of the Series A
     Preferred Stock shall remain outstanding, the Corporation
     shall redeem, out of funds legally available therefor,
     120,000 shares of the Series A Preferred Stock (or the
     number of shares then outstanding if less than 120,000)
     at the sinking fund redemption price of $25 per share
     plus, as to each share so redeemed, an amount equivalent
     to the accumulated and unpaid dividends thereon, if any,
     to the date of redemption (the obligation of the
     Corporation so to redeem the shares of the Series A
     Preferred Stock being hereinafter referred to as the
     "Series A Sinking Fund Obligation"); the Series A Sinking
     Fund Obligation shall be cumulative; if on any Series A
     Sinking Fund Redemption Date, the Corporation shall not
     have funds legally available therefor sufficient to
     redeem the full number of shares required to be redeemed
     on that date, the Series A Sinking Fund Obligation with
     respect to the shares not redeemed shall carry forward to
     each successive Series A Sinking Fund Redemption Date
     until such shares shall have been redeemed; whenever on
     any Series A Sinking Fund Redemption Date, the funds of
     the Corporation legally available for the satisfaction of
     the Series A Sinking Fund Obligation and all other
     sinking fund and similar obligations then existing with
     respect to any other class or series of its stock ranking
     on a parity as to dividends or assets with the Series A
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series A Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series A
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series A Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorization of
     the Board of Directors, on each Series A Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 120,000 additional shares of the Series A
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series A Sinking Fund
     Obligation on any Series A Sinking Fund Redemption Date
     any shares of the Series A Preferred Stock (including
     shares of the Series A Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series A
     Preferred Stock redeemed pursuant to the Series A Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series A Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series B
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on October 1, 1984 and on each
     October 1 thereafter (each such date being hereinafter
     referred to as a "Series B Sinking Fund Redemption
     Date"), for so long as any shares of the Series B
     Preferred Stock shall remain outstanding, the Corporation
     shall redeem, out of funds legally available therefor,
     80,000 shares of the Series B Preferred Stock (or the
     number of shares then outstanding if less than 80,000) at
     the sinking fund redemption price of $25 per share plus,
     as to each share so redeemed, an amount equivalent to the
     accumulated and unpaid dividends thereon, if any, to the
     date of redemption (the obligation of the Corporation so
     to redeem the shares of the Series B Preferred Stock
     being hereinafter referred to as the "Series B Sinking
     Fund Obligation"); the Series B Sinking Fund Obligation
     shall be cumulative; if on any Series B Sinking Fund
     Redemption Date, the Corporation shall not have funds
     legally available therefor sufficient to redeem the full
     number of shares required to be redeemed on that date,
     the Series B Sinking Fund Obligation with respect to the
     shares not redeemed shall carry forward to each
     successive Series B Sinking Fund Redemption Date until
     such shares shall have been redeemed; whenever on any
     Series B Sinking Fund Redemption Date, the funds of the
     Corporation legally available for the satisfaction of the
     Series B Sinking Fund Obligation and all other sinking
     fund and similar obligations then existing with respect
     to any other class or series of its stock ranking on a
     parity as to dividends or assets with the Series B
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series B Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series B
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series B Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorization of
     the Board of Directors, on each Series B Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 80,000 additional shares of the Series B Pre
     ferred Stock; the Corporation shall be entitled, at its
     election, to credit against its Series B Sinking Fund
     Obligation on any Series B Sinking Fund Redemption Date
     any shares of the Series B Preferred Stock (including
     shares of the Series B Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series B
     Preferred Stock redeemed pursuant to the Series B Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series B Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series C
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on November 1, 1985 and on
     each November 1 thereafter (each such date being
     hereinafter referred to as a "Series C Sinking Fund
     Redemption Date"), for so long as any shares of the
     Series C Preferred Stock shall remain outstanding, the
     Corporation shall redeem, out of funds legally available
     therefor, 60,000 shares of the Series C Preferred Stock
     (or the number of shares then outstanding if less than
     60,000) at the sinking fund redemption price of $25 per
     share plus, as to each share so redeemed, an amount
     equivalent to the accumulated and unpaid dividends
     thereon, if any, to the date of redemption (the
     obligation of the Corporation so to redeem the shares of
     the Series C Preferred Stock being hereinafter referred
     to as the "Series C Sinking Fund Obligation"); the Series
     C Sinking Fund Obligation shall be cumulative; if on any
     Series C Sinking Fund Redemption Date, the Corporation
     shall not have funds legally available therefor
     sufficient to redeem the full number of shares required
     to be redeemed on that date, the Series C Sinking Fund
     Obligation with respect to the shares not redeemed shall
     carry forward to each successive Series C Sinking Fund
     Redemption Date until such shares shall have been
     redeemed; whenever on any Series C Sinking Fund
     Redemption Date, the funds of the Corporation legally
     available for the satisfaction of the Series C Sinking
     Fund Obligation and all other sinking fund and similar
     obligations then existing with respect to any other class
     or series of its stock ranking on a parity as to
     dividends or assets with the Series C Preferred Stock
     (such Obligation and obligations collectively being
     hereinafter referred to as the "Total Sinking Fund
     Obligation") are insufficient to permit the Corporation
     to satisfy fully its Total Sinking Fund Obligation on
     that date, the Corporation shall apply to the
     satisfaction of its Series C Sinking Fund Obligation on
     that date that proportion of such legally available funds
     which is equal to the ratio of such Series C Sinking Fund
     Obligation to such Total Sinking Fund Obligation; in
     addition to the Series C Sinking Fund Obligation, the
     Corporation shall have the option, which shall be
     non-cumulative, to redeem, upon authorization of the
     Board of Directors, on each Series C Sinking Fund
     Redemption Date at the aforesaid sinking fund redemption
     price, up to 60,000 additional shares of the Series C
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series C Sinking Fund
     Obligation on any Series C Sinking Fund Redemption Date
     any shares of the Series C Preferred Stock (including
     shares of the Series C Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series C
     Preferred Stock redeemed pursuant to the Series C Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series C Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series D
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on May 1, 1987 and on each May
     1 thereafter (each such date being hereinafter referred
     to as a "Series D Sinking Fund Redemption Date"), for so
     long as any shares of the Series D Preferred Stock shall
     remain outstanding, the Corporation shall redeem, out of
     funds legally available therefor, 100,000 shares of the
     Series D Preferred Stock (or the number of shares then
     outstanding if less than 100,000) at the sinking fund
     redemption price of $25 per share plus, as to each share
     so redeemed, an amount equivalent to the accumulated and
     unpaid dividends thereon, if any, to the date of
     redemption (the obligation of the Corporation so to
     redeem the shares of the Series D Preferred Stock being
     hereinafter referred to as the "Series D Sinking Fund
     Obligation"); the Series D Sinking Fund Obligation shall
     be cumulative; if on any Series D Sinking Fund Redemption
     Date, the Corporation shall not have funds legally
     available therefor sufficient to redeem the full number
     of shares required to be redeemed on that date, the
     Series D Sinking Fund Obligation with respect to the
     shares not redeemed shall carry forward to each
     successive Series D Sinking Fund Redemption Date until
     such shares shall have been redeemed; whenever on any
     Series D Sinking Fund Redemption Date, the funds of the
     Corporation legally available for the satisfaction of the
     Series D Sinking Fund Obligation and all other sinking
     fund and similar obligations then existing with respect
     to any other class or series of its stock ranking on a
     parity as to dividends or assets with the Series D
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series D Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series D
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series D Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorized of
     the Board of Directors, on each Series D Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 100,000 additional shares of the Series D
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series D Sinking Fund
     Obligation on any Series D Sinking Fund Redemption Date
     any shares of the Series D Preferred Stock (including
     shares of the Series D Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series D
     Preferred Stock redeemed pursuant to the Series D Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series D Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series E
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on February 1, 1988 and on
     each February 1 thereafter (each such date being
     hereinafter referred to as a "Series E Sinking Fund
     Redemption Date"), for so long as any shares of the
     Series E Preferred Stock shall remain outstanding, the
     Corporation shall redeem, out of funds legally available
     therefor, 150,000 shares of the Series E Preferred Stock
     (or the number of shares then outstanding if less than
     150,000) at the sinking fund redemption price of $25 per
     share plus, as to each share so redeemed, an amount
     equivalent to the accumulated and unpaid dividends
     thereon, if any, to the date of redemption (the
     obligation of the Corporation so to redeem the shares of
     the Series E Preferred Stock being hereinafter referred
     to as the "Series E Sinking Fund Obligation"); the Series
     E Sinking Fund Obligation shall be cumulative; if on any
     Series E Sinking Fund Redemption Date, the Corporation
     shall not have funds legally available therefor
     sufficient to redeem the full number of shares required
     to be redeemed on that date, the Series E Sinking Fund
     Obligation with respect to the shares not redeemed shall
     carry forward to each successive Series E Sinking Fund
     Redemption Date until such shares shall have been
     redeemed; whenever on any Series E Sinking Fund
     Redemption Date, the funds of the Corporation legally
     available for the satisfaction of the Series E Sinking
     Fund Obligation and all other sinking fund and similar
     obligations then existing with respect to any other class
     or series of its stock ranking on a parity as to
     dividends or assets with the Series E Preferred Stock
     (such Obligation and obligations collectively being
     hereinafter referred to as the "Total Sinking Fund
     Obligation") are insufficient to permit the Corporation
     to satisfy fully its Total Sinking Fund Obligation on
     that date, the Corporation shall apply to the
     satisfaction of its Series E Sinking Fund Obligation on
     that date that proportion of such legally available funds
     which is equal to the ratio of such Series E Sinking Fund
     Obligation to such Total Sinking Fund Obligation; in
     addition to the Series E Sinking Fund Obligation, the
     Corporation shall have the option, which shall be non-
     cumulative, to redeem, upon authorized of the Board of
     Directors, on each Series E Sinking Fund Redemption Date,
     at the aforesaid sinking fund redemption price, up to
     150,000 additional shares of the Series E Preferred
     Stock; the Corporation shall be entitled, at its
     election, to credit against its Series E Sinking Fund
     Obligation on any Series E Sinking Fund Redemption Date
     any shares of the Series E Preferred Stock (including
     shares of the Series E Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series E
     Preferred Stock redeemed pursuant to the Series E Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series E Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series F
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on August 1, 1990 and on each
     August 1 thereafter (each such date being hereinafter
     referred to as a "Series F Sinking Fund Redemption
     Date"), for so long as any shares of the Series F
     Preferred Stock shall remain outstanding, the Corporation
     shall redeem, out of funds legally available therefor,
     400,000 shares of the Series F Preferred Stock (or the
     number of shares then outstanding if less than 400,000)
     at the sinking fund redemption price of $25 per share
     plus, as to each share so redeemed, an amount equivalent
     to the accumulated and unpaid dividends thereon, if any,
     to the date of redemption (the obligation of the
     Corporation so to redeem the shares of the Series F
     Preferred Stock being hereinafter referred to as the
     "Series F Sinking Fund Obligation"); the Series F Sinking
     Fund Obligation shall be cumulative; if on any Series F
     Sinking Fund Redemption Date, the Corporation shall not
     have funds legally available therefor sufficient to
     redeem the full number of shares required to be redeemed
     on that date, the Series F Sinking Fund Obligation with
     respect to the shares not redeemed shall carry forward to
     each successive Series F Sinking Fund Redemption Date
     until such shares shall have been redeemed; whenever on
     any Series F Sinking Fund Redemption Date, the funds of
     the Corporation legally available for the satisfaction of
     the Series F Sinking Fund Obligation and all other
     sinking fund and similar obligations then existing with
     respect to any other class or series of its stock ranking
     on a parity as to dividends or assets with the Series F
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series F Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series F
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series F Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorized of
     the Board of Directors, on each Series F Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 400,000 additional shares of the Series F
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series F Sinking Fund
     Obligation on any Series F Sinking Fund Redemption Date
     any shares of the Series F Preferred Stock (including
     shares of the Series F Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series F
     Preferred Stock redeemed pursuant to the Series F Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series F Sinking Fund
     Obligation.
     
     The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:

          So long as any of the Second through Twelfth Series
     Preferred Stock or any of the Series A, Series B, Series
     C, Series D, Series E or Series F Preferred Stock remains
     outstanding, or here remains outstanding any additional
     series of Preferred Stock with respect to which the
     resolution or resolutions of the Board of Directors of
     the Corporation providing for same makes this sentence
     applicable, at any time when the aggregate of all amounts
     credited subsequent to January 1, 1953 to the
     depreciation reserve account of the Corporation and
     Louisiana Power & Light Company, a Florida corporation,
     through charges to operating revenue deductions or
     otherwise on the books of the Corporation and Louisiana
     Power & Light Company, a Florida corporation (other than
     transfers out of the balance of surplus as of December
     31, 1952), shall be less than the amount computed as
     provided in clause (aa) below, under requirements
     contained in the Corporation's mortgage indentures, then
     for the purposes of subparagraphs (a) and (b) above, in
     determining the earnings available for Common Stock
     dividends during any twelve-month period, the amount to
     be provided for depreciation in that period shall be (aa)
     the greater of the cumulative amount charged to
     depreciation expense on the books of the Corporation and
     Louisiana Power & Light Company, a Florida corporation,
     or the cumulative amount computed under requirements
     contained in the Corporation's mortgage indentures
     relating to minimum depreciation provisions (the latter
     cumulative amount being the aggregate of the largest
     amounts separately computed for entire periods of
     differing coexisting mortgage indenture requirements) for
     the period from January 1, 1953 to and including said
     twelve-month period, less (bb) the greater of the
     cumulative amount charged to depreciation expense on the
     books of the Corporation and Louisiana Power & Light
     Company, a Florida corporation, or the cumulative amount
     computed under requirements contained in the
     Corporation's mortgage indentures relating to minimum
     depreciation provisions (the latter cumulative amount
     being the aggregate of the largest amounts separately
     computed for entire periods of differing coexisting
     mortgage indenture requirements) from January 1, 1953 up
     to but excluding said twelve-month period; provided that
     in the event any company other than Louisiana Power &
     Light Company, a Florida corporation, is merged into the
     Corporation, the "cumulative amount computed under
     requirements contained in the Corporation's mortgage
     indentures relating to minimum depreciation provisions"
     referred to above shall be computed without regard, for
     the period prior to the merger, of property acquired in
     the merger, and the "cumulative amount charged to
     depreciation expense on the books of the Corporation and
     Louisiana Power & Light Company, a Florida corporation",
     shall be exclusive of amounts provided for such property
     prior to the merger.

     The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.

     The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.

     These Articles of Amendment are executed on and dated the
10th day of August, 1984.




                              Louisiana Power & Light Company


                              By:   /s/ James M. Cain
                                   James M. Cain, President


                              By:   /s/ N. J. Briley
                                   N. J. Briley, Secretary



                         ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS


     BEFORE ME, the undersigned authority, personally came and
appeared JAMES M. CAIN and N. J. BRILEY, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.


                                /s/ James M. Cain
                              James M. Cain, President
                              Louisiana Power & Light Company



                                 /s/ N, J. Briley
                              N. J. Briley, Secretary
                              Louisiana Power & Light Company



Sworn to and subscribed before me at New
Orleans, Louisiana, on this 10th day of
August, 1984.


    /s/ Melvin I. Schwartzman
       Notary Public



My commission is issued for life.



                      ARTICLES OF AMENDMENT
                             to the
         RESTATED ARTICLES OF INCORPORATION, AS AMENDED,
                               of
                 LOUISIANA POWER & LIGHT COMPANY
                                
                                
     On February 24, 1989, the shareholders of Louisiana Power
& Light Company, a corporation organized and existing under
the laws of the State of Louisiana, by a resolution
unanimously adopted by all of the shareholders of said
corporation entitled to vote on the matter, amended paragraph
(a) of Part I of Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation to read in its
entirety as follows:

     (a) 250,000,000 shares of Common Stock, without nominal
or par value (hereinafter called the "Common Stock").

     The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended by its
shareholders as aforesaid by the Unanimous Written Consent to
such corporate action of all of the shareholders of said
corporation entitled to vote thereon, signed and executed on
February 24, 1989, in accordance with and pursuant to the
authority granted in and by the laws of the State of Louisiana
and particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been signed
and executed on the date aforesaid by Middle South Utilities,
Inc., which was then and is now the sole owner and shareholder
of record of 137,110,900 shares of the Common Stock of the
said Louisiana Power & Light Company, said 137,110,900 shares
being all of the outstanding Common Stock of the said
Louisiana Power & Light Company and said Common Stock having
all of the voting power and being all of the capital stock of
the said Louisiana Power & Light Company entitled to vote on
the foregoing amendment to its Restated Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of, authorized,
consented to, approved and constituted as the corporation
action of the said Louisiana Power & Light Company, the
amendment of its Restated Articles of Incorporation, as
amended, as hereinabove of its Restated Articles of
Incorporation, as amended, as hereinabove set forth.

     The Restated Articles of Incorporation of said Louisiana
Power & Light Company, as heretofore amended, were not amended
in any other respect than as set forth hereinabove, and all of
the provisions of said Restated Articles of Incorporation, as
heretofore amended and as amended as hereinabove set forth,
relating in any way to the shares of stock of said Louisiana
Power & Light Company are incorporated and stated in these
Articles of Amendment by Reference.

     These Articles of Amendment are executed on and dated the
28th day of February, 1989.

                              LOUISIANA POWER & LIGHT COMPANY

                              By:   /s/ Donald Hunter
                                      Donald Hunter
                                   President and Chief
                                    Operating Officer

                              By:   /s/ T. O. Lind
                                   Thomas O. Lind, Secretary


                         ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS


     BEFORE ME, the undersigned authority, personally came and
appeared DONALD HUNTER and THOMAS O. LIND, to me known and
known to me to be the President and Chief Operating Officer
and the Secretary, respectively, of Louisiana Power & Light
Company and the persons who executed the foregoing instrument
in such capacities, and who, after first being duly sworn by
me, did declare and acknowledge that they signed and executed
the foregoing instrument in such capacities for and in the
name of the said Louisiana Power & Light Company, as its and
their free act and deed, being thereunto duly authorized.


                                /s/ Donald Hunter
                              Donald Hunter
                              President and Chief
                               Operating Officer
                              Louisiana Power & Light Company



                                 /s/ Thomas O. Lind
                              Thomas O. Lind, Secretary
                              Louisiana Power & Light Company



Sworn to and subscribed before me at
New Orleans, Louisiana, on this 28th
day of February, 1989.


____________________________________
       Notary Public




                      ARTICLES OF AMENDMENT
                                
                             to the
         RESTATED ARTICLES OF INCORPORATION, AS AMENDED
                               of
                 LOUISIANA POWER & LIGHT COMPANY


     On June 24, 1991 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:

          Sub-paragraph (ii) of paragraph (b) of Part I of
     said Article 3 is amended to be and to read in its
     entirety as follows:

               (ii) Said 22,000,000 shares of $25 Preferred
          Stock shall be issuable in one or more series from
          time to time; one series of $25 Preferred Stock
          shall consist of 2,400,000 shares of 10.72%
          Preferred Stock, Cumulative, $25 par value
          (hereinafter sometimes called "Series A Preferred
          Stock"), one series of $25 Preferred Stock shall
          consist of 1,600,000 shares of 13.12% Preferred
          Stock, Cumulative, $25 par value (hereinafter
          sometimes called "Series B Preferred Stock"), one
          series of $25 Preferred Stock shall consist of
          1,200,000 shares of 15.20% Preferred Stock,
          Cumulative, $25 par value (hereinafter sometimes
          called "Series C Preferred Stock"), one series of
          $25 Preferred Stock shall consist of 2,000,000
          shares of 14.72% Preferred Stock, Cumulative, $25
          par value (hereinafter sometimes called "Series D
          Preferred Stock"), one series of $25 Preferred Stock
          shall consist of 3,000,000 shares of 12.64%
          Preferred Stock, Cumulative, $25 par value
          (hereinafter sometimes called "Series E Preferred
          Stock"), one series of $25 Preferred Stock shall
          consist of 2,000,000 shares of 19.20% Preferred
          Stock, Cumulative, $25 par value (hereinafter
          sometimes called "Series F Preferred Stock"), and
          one series of $25 Preferred Stock shall consist of
          2,000,000 shares of 9.68% Preferred Stock,
          Cumulative, $25 par value (hereinafter sometimes
          called "Series G Preferred Stock"); and the
          remaining 7,800,000 of said shares of $25 Preferred
          Stock may be divided into and issued in additional
          series from time to time, each such additional
          series to be provided for and to be distinctively
          designated, and the issuance of the shares of each
          such additional series to be authorized, in and by a
          resolution or resolutions to be adopted by the Board
          of Directors of the Corporation in accordance with
          the provisions hereof.
          
          The second sentence of Part II of said Article 3 is
     amended to be and to read in its entirety as follows:

               The shares of each series of Preferred Stock
          shall have the same rank and shall have the same
          relative rights except with respect to such
          characteristics as are peculiar to or pertain only
          to the particular class of such series and with
          respect to the following characteristics:
          
                    (a) The number of shares to constitute
               each such series and the distinctive
               designation thereof;

                    (b) The annual rate or rates of dividends
               payable on shares of such series and the date
               from which such dividends shall commence to
               accumulate;
               
                    (c) The amount or amounts payable upon
               redemption thereof; and
               
                    (d) The terms and amount of the sinking
               fund requirements (if any) for the purchase or
               redemption of shares of each series of
               Preferred Stock other than the First through
               Tenth Series Preferred Stock;

          which different characteristics of clauses (a), (b),
          and (c) above are herein set forth with respect to
          the First through Tenth Series Preferred Stock and
          of clauses (a), (b), (c), and (d) above are herein
          set forth with respect to the Eleventh and Twelfth
          Series Preferred Stock and the Series A, Series B,
          Series C, Series D, Series E, Series F, and Series G
          Preferred Stock, and, with respect to each
          additional series of Preferred Stock, the desig
          nation of the class thereof and the different
          characteristics of clauses (a), (b), (c), and (d)
          above shall be set forth in the resolution or
          resolutions of the Board of Directors of the
          Corporation providing for such series.
          
          Paragraph (A) of Part III of said Article 3 is
     amended to be and to read in its entirety as follows:
     
               (A) The Preferred Stock shall be entitled, but
          only when and as declared by the Board of Directors,
          out of funds legally available for the payment of
          dividends, in preference to the Common Stock, to
          dividends at the rate of 4.96% per annum on the
          First Series Preferred Stock, at the rate of 4.16%
          per annum on the Second Series Preferred Stock, at
          the rate of 4.44% per annum on the Third Series
          Preferred Stock, at the rate of 5.16% per annum on
          the Fourth Series Preferred Stock, at the rate of
          5.40% per annum on the Fifth Series Preferred Stock,
          at the rate of 6.44% per annum on the Sixth Series
          Preferred Stock, at the rate of 9.52% per annum on
          the Seventh Series Preferred Stock, at the rate of
          7.84% per annum on the Eighth Series Preferred
          Stock, at the rate of 7.36% per annum on the Ninth
          Series Preferred Stock, at the rate of 8.56% per
          annum on the Tenth Series Preferred Stock, at the
          rate of 9.44% per annum on the Eleventh Series
          Preferred Stock, at the rate of 11.48% per annum on
          the Twelfth Series Preferred Stock, at the rate of
          10.72% per annum on the Series A Preferred Stock, at
          the rate of 13.12% per annum on the Series B
          Preferred Stock, at the rate of 15.20% per annum on
          the Series C Preferred Stock, at the rate of 14.72%
          per annum on the Series D Preferred Stock, at the
          rate of 12.64% per annum on the Series E Preferred
          Stock, at the rate of 19.20% per annum on the Series
          F Preferred Stock, and at the rate of 9.68% per
          annum on the Series G Preferred Stock, of the par
          value thereof, and no more, and at such rate per
          annum on each additional series as shall be fixed in
          and by the resolution or resolutions of the Board of
          Directors of the Corporation providing for the
          issuance of the shares of such series, payable
          quarterly on February 1, May 1, August 1 and
          November 1 of each year to stockholders of record as
          of a date, not exceeding forty (40) days and not
          less than ten (10) days preceding such dividend
          payment dates, to be fixed by the Board of
          Directors, such dividends to be cumulative from the
          last date to which dividends upon the First through
          Tenth Series Preferred Stock of Louisiana Power &
          Light Company, a Florida corporation, are paid, with
          respect to the First through Tenth Series Preferred
          Stock, from November 2, 1977 with respect to the
          Eleventh Series Preferred Stock, from March 1, 1979
          with respect to the Twelfth Series Preferred Stock,
          from July 19, 1979 with respect to the Series A
          Preferred Stock, from October 17, 1979 with respect
          to the Series B Preferred Stock, from November 6,
          1980 with respect to the Series C Preferred Stock,
          from May 19, 1982 with respect to the Series D
          Preferred Stock, from February 24, 1983 with respect
          to the Series E Preferred Stock, from August 17,
          1984 with respect to the Series F Preferred Stock,
          from July 2, 1991 with respect to the Series G
          Preferred Stock, and from such date with respect to
          each additional series, if made cumulative in and by
          the resolution or resolutions of the Board of
          Directors of the Corporation providing for such
          series, as shall be fixed in and by such resolution
          or resolutions, provided that, if such resolution or
          resolutions so provide, the first dividend payment
          date for any such additional series may be the
          dividend payment date next succeeding the dividend
          payment date immediately following the issuance of
          the shares of such series.
     
          The first sentence of paragraph (G) of Part III of
     said Article 3 is amended to be and to read in its
     entirety as follows:
          
               (G) Upon the affirmative vote of a majority of
          the shares of the issued and outstanding Common
          Stock at any annual meeting, or any special meeting
          called for that purpose, the Corporation may at any
          time redeem all of any series of the Preferred Stock
          or may from time to time redeem any part thereof, by
          paying in cash, as to the First Series Preferred
          Stock, a redemption price of $104.25 per share, as
          to the Second Series Preferred Stock, a redemption
          price of $104.21 per share, as to the Third Series
          Preferred Stock, a redemption price of $104.06 per
          share, as to the Fourth Series Preferred Stock, a
          redemption price of $104.18 per share, as to the
          Fifth Series Preferred Stock, a redemption price of
          $103.00 per share, as to the Sixth Series Preferred
          Stock, a redemption price of $102.92 per share, as
          to the Seventh Series Preferred Stock, a redemption
          price of $108.96 per share if redeemed on or prior
          to November 1, 1980, $106.58 per share if redeemed
          subsequent to November 1, 1980 but on or prior to
          November 1, 1985, and $104.20 per share if redeemed
          subsequent to November 1, 1985, as to the Eighth
          Series Preferred Stock, a redemption price of
          $107.70 per share if redeemed on or prior to April
          1, 1981, $105.74 per share if redeemed subsequent to
          April 1, 1981 but on or prior to April 1, 1986, and
          $103.78 per share if redeemed subsequent to April 1,
          1986, as to the Ninth Series Preferred Stock, a
          redemption price of $107.04 per share if redeemed on
          or prior to January 1, 1982, $105.20 per share if
          redeemed subsequent to January 1, 1982 but on or
          prior to January 1, 1987, and $103.36 per share if
          redeemed subsequent to January 1, 1987, as to the
          Tenth Series Preferred Stock, a redemption price of
          $107.42 per share if redeemed on or prior to March
          1, 1984, $105.28 per share if redeemed subsequent to
          March 1, 1984 but on or prior to March 1, 1989, and
          $103.14 per share if redeemed subsequent to March 1,
          1989, as to the Eleventh Series Preferred Stock, a
          redemption price of $111.44 per share if redeemed on
          or prior to November 1, 1982 (except that no share
          of the Eleventh Series Preferred Stock shall be
          redeemed prior to November 1, 1982 if such
          redemption is for the purpose or in anticipation of
          refunding such share through the use, directly or
          indirectly, of funds borrowed by the Corporation, or
          through the use, directly or indirectly, of funds
          derived through the issuance by the Corporation of
          stock ranking prior to or on a parity with the Elev
          enth Series Preferred Stock as to dividends or
          assets, if such borrowed funds have an effective
          interest cost to the Corporation (computed in
          accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          9.4297% per annum), $109.08 per share if redeemed
          subsequent to November 1, 1982 but on or prior to
          November 1, 1987, $106.72 per share if redeemed
          subsequent to November 1, 1987 but on or prior to
          November 1, 1992, and $104.36 per share if redeemed
          subsequent to November 1, 1992, as to the Twelfth
          Series Preferred Stock, a redemption price of
          $113.98 per share if redeemed on or prior to March
          1, 1984 (except that no share of the Twelfth Series
          Preferred Stock shall be redeemed prior to March 1,
          1984 if such redemption is for the purpose or in
          anticipation of refunding such share through the
          use, directly or indirectly, of funds borrowed by
          the Corporation, or through the use, directly or
          indirectly, of funds derived through the issuance by
          the Corporation of stock ranking prior to or on a
          parity with the Twelfth Series Preferred Stock as to
          dividends or assets, if such borrowed funds have an
          effective interest cost to the Corporation (computed
          in accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          11.4560% per annum), $111.11 per share if redeemed
          subsequent to March 1, 1984 but on or prior to March
          1, 1989, $108.24 per share if redeemed subsequent to
          March 1, 1989 but on or prior to March 1, 1994, and
          $105.37 per share if redeemed subsequent to March 1,
          1994, as to the Series A Preferred Stock, a
          redemption price of $27.68 per share if redeemed on
          or prior to July 1, 1984 (except that no share of
          the Series A Preferred Stock shall be redeemed prior
          to July 1, 1984 if such redemption is for the
          purpose or in anticipation of refunding such share
          through the use, directly or indirectly, of funds
          borrowed by the Corporation, or through the use,
          directly or indirectly, of funds derived through the
          issuance by the Corporation of stock ranking prior
          to or on a parity with the Series A Preferred Stock
          as to dividends or assets, if such borrowed funds
          have an effective interest cost to the Corporation
          (computed in accordance with generally accepted
          financial practice) or such stock has an effective
          dividend cost to the Corporation (so computed) of
          less than 11.2705% per annum), $27.01 per share if
          redeemed subsequent to July 1, 1984 but on or prior
          to July 1, 1989, $26.34 per share if redeemed
          subsequent to July 1, 1989 but on or prior to July
          1, 1994, and $25.67 per share if redeemed subsequent
          to July 1, 1994, as to the Series B Preferred Stock,
          a redemption price of $28.28 per share if redeemed
          on or prior to October 1, 1984 (except that no share
          of the Series B Preferred Stock shall be redeemed
          prior to October 1, 1984 if such redemption is for
          the purpose or in anticipation of refunding such
          share through the use, directly or indirectly, of
          funds borrowed by the Corporation, or through the
          use, directly or indirectly, of funds derived
          through the issuance by the Corporation of stock
          ranking prior to or on a parity with the Series B
          Preferred Stock as to dividends or assets, if such
          borrowed funds have an effective interest cost to
          the Corporation (computed in accordance with
          generally accepted financial practice) or such stock
          has an effective dividend cost to the Corporation
          (so computed) of less than 14.6103% per annum),
          $27.46 per share if redeemed subsequent to October
          1, 1984 but on or prior to October 1, 1989, $26.64
          per share if redeemed subsequent to October 1, 1989
          but on or prior to October 1, 1994, and $25.82 per
          share if redeemed subsequent to October 1, 1994, as
          to the Series C Preferred Stock, a redemption price
          of $28.80 per share if redeemed on or prior to
          November 1, 1985 (except that no share of the Series
          C Preferred Stock shall be redeemed prior to
          November 1, 1985 if such redemption is for the
          purpose or in anticipation of refunding such share
          through the use, directly or indirectly, of funds
          borrowed by the Corporation, or through the use,
          directly or indirectly, of funds derived through the
          issuance by the Corporation of stock ranking prior
          to or on a parity with the Series C Preferred Stock
          as to dividends or assets, if such borrowed funds
          have an effective interest cost to the Corporation
          (computed in accordance with generally accepted
          financial practice) or such stock has an effective
          dividend cost to the Corporation (so computed) of
          less than 16.0616% per annum), $27.85 per share if
          redeemed subsequent to November 1, 1985 but on or
          prior to November 1, 1990, $26.90 per share if
          redeemed subsequent to November 1, 1990 but on or
          prior to November 1, 1995, and $25.95 per share if
          redeemed subsequent to November 1, 1995, as to the
          Series D Preferred Stock, a redemption price of
          $28.68 per share if redeemed on or prior to May 1,
          1987 (except that no share of the Series D Preferred
          Stock shall be redeemed prior to May 1, 1987 if such
          redemption is for the purpose or in anticipation of
          refunding such share through the use, directly or
          indirectly, of funds borrowed by the Corporation, or
          through the use, directly or indirectly, of funds
          derived through the issuance by the Corporation of
          stock ranking prior to or on a parity with the
          Series D Preferred Stock as to dividends or assets,
          if such borrowed funds have an effective interest
          cost to the Corporation (computed in accordance with
          generally accepted financial practice) or such stock
          has an effective dividend cost to the Corporation
          (so computed) of less than 15.4233% per annum),
          $27.76 per share if redeemed subsequent to May 1,
          1987 but on or prior to May 1, 1992, $26.84 per
          share if redeemed subsequent to May 1, 1992 but on
          or prior to May 1, 1997, and $25.92 per share if
          redeemed subsequent to May 1, 1997, as to the Series
          E Preferred Stock, a redemption price of $28.16 per
          share if redeemed on or prior to February 1, 1988
          (except that no share of the Series E Preferred
          Stock shall be redeemed prior to February 1, 1988 if
          such redemption is for the purpose or in
          anticipation of refunding such share through the
          use, directly or indirectly, of funds borrowed by
          the Corporation, or through the use, directly or
          indirectly, of funds derived through the issuance by
          the Corporation of stock ranking prior to or on a
          parity with the Series E Preferred Stock as to
          dividends or assets, if such borrowed funds have an
          effective interest cost to the Corporation (computed
          in accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          13.1942% per annum), $27.37 per share if redeemed
          subsequent to February 1, 1988 but on or prior to
          February 1, 1993, $26.58 per share if redeemed
          subsequent to February 1, 1993 but on or prior to
          February 1, 1998, and $25.79 per share if redeemed
          subsequent to February 1, 1998, as to the Series F
          Preferred Stock, a redemption price of $29.80 per
          share if redeemed on or prior to August 1, 1985,
          $29.27 per share if redeemed subsequent to August 1,
          1985 but on or prior to August 1, 1986, $28.73 per
          share if redeemed subsequent to August 1, 1986 but
          on or prior to August 1, 1987, $28.20 per share if
          redeemed subsequent to August 1, 1987 but on or
          prior to August 1, 1988, $27.67 per share if
          redeemed subsequent to August 1, 1988 but on or
          prior to August 1, 1989, $27.13 per share if
          redeemed subsequent to August 1, 1989 but on or
          prior to August 1, 1990, $26.60 per share if
          redeemed subsequent to August 1, 1990 but on or
          prior to August 1, 1991, $26.07 per share if
          redeemed subsequent to August 1, 1991 but on or
          prior to August 1, 1992, $25.53 per share if
          redeemed subsequent to August 1, 1992 but on or
          prior to August 1, 1993, and $25.00 per share if
          redeemed subsequent to August 1, 1993, provided,
          however, that no share of the Series F Preferred
          Stock shall be redeemed prior to August 1, 1989 if
          such redemption is for the purpose or in
          anticipation of refunding such share through the
          use, directly or indirectly, of funds borrowed by
          the Corporation, or through the use, directly or
          indirectly, of funds derived through the issuance by
          the Corporation of stock ranking prior to or on a
          parity with the Series F Preferred Stock as to
          dividends or assets, if such borrowed funds have an
          effective interest cost to the Corporation (computed
          in accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          19.9171% per annum, and as to the Series G Preferred
          Stock, a redemption price of $25.00 per share
          (except that no share of the Series G Preferred
          Stock shall be redeemed on or before August 1,
          1996), and as to each additional series such
          redemption price or prices, with such restrictions
          or limitations, if any, on redemption or refunding,
          as shall be fixed in and by the resolution or
          resolutions of the Board of Directors of the
          Corporation providing for such series; plus, in each
          case where applicable, an amount equivalent to the
          accumulated and unpaid dividends, if any, to the
          date fixed for redemption; provided that without the
          vote of the issued and outstanding Common Stock, the
          Series A Preferred Stock shall be subject to
          redemption as and for a sinking fund as follows: on
          July 1, 1984 and on each July 1 thereafter (each
          such date being hereinafter referred to as a "Series
          A Sinking Fund Redemption Date"), for so long as any
          shares of the Series A Preferred Stock shall remain
          outstanding, the Corporation shall redeem, out of
          funds legally available therefor, 120,000 shares of
          the Series A Preferred Stock (or the number of
          shares then outstanding if less than 120,000) at the
          sinking fund redemption price of $25 per share plus,
          as to each share so redeemed, an amount equivalent
          to the accumulated and unpaid dividends thereon, if
          any, to the date of redemption (the obligation of
          the Corporation so to redeem the shares of the
          Series A Preferred Stock being hereinafter referred
          to as the "Series A Sinking Fund Obligation"); the
          Series A Sinking Fund Obligation shall be
          cumulative; if on any Series A Sinking Fund
          Redemption Date, the Corporation shall not have
          funds legally available therefor sufficient to
          redeem the full number of shares required to be
          redeemed on that date, the Series A Sinking Fund
          Obligation with respect to the shares not redeemed
          shall carry forward to each successive Series A
          Sinking Fund Redemption Date until such shares shall
          have been redeemed; whenever on any Series A Sinking
          Fund Redemption Date, the funds of the Corporation
          legally available for the satisfaction of the Series
          A Sinking Fund Obligation and all other sinking fund
          and similar obligations then existing with respect
          to any other class or series of its stock ranking on
          a parity as to dividends or assets with the Series A
          Preferred Stock (such Obligation and obligations
          collectively being hereinafter referred to as the
          "Total Sinking Fund Obligation") are insufficient to
          permit the Corporation to satisfy fully its Total
          Sinking Fund Obligation on that date, the
          Corporation shall apply to the satisfaction of its
          Series A Sinking Fund Obligation on that date that
          proportion of such legally available funds which is
          equal to the ratio of such Series A Sinking Fund
          Obligation to such Total Sinking Fund Obligation; in
          addition to the Series A Sinking Fund Obligation,
          the Corporation shall have the option, which shall
          be non-cumulative, to redeem, upon authorization of
          the Board of Directors, on each Series A Sinking
          Fund Redemption Date, at the aforesaid sinking fund
          redemption price, up to 120,000 additional shares of
          the Series A Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series A Sinking Fund Obligation on any Series A
          Sinking Fund Redemption Date any shares of the
          Series A Preferred Stock (including shares of the
          Series A Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series A
          Preferred Stock redeemed pursuant to the Series A
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series A Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series B Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on October 1, 1984 and on each October 1
          thereafter (each such date being hereinafter
          referred to as a "Series B Sinking Fund Redemption
          Date"), for so long as any shares of the Series B
          Preferred Stock shall remain outstanding, the
          Corporation shall redeem, out of funds legally
          available therefor, 80,000 shares of the Series B
          Preferred Stock (or the number of shares then
          outstanding if less than 80,000) at the sinking fund
          redemption price of $25 per share plus, as to each
          share so redeemed, an amount equivalent to the
          accumulated and unpaid dividends thereon, if any, to
          the date of redemption (the obligation of the
          Corporation so to redeem the shares of the Series B
          Preferred Stock being hereinafter referred to as the
          "Series B Sinking Fund Obligation"); the Series B
          Sinking Fund Obligation shall be cumulative; if on
          any Series B Sinking Fund Redemption Date, the
          Corporation shall not have funds legally available
          therefor sufficient to redeem the full number of
          shares required to be redeemed on that date, the
          Series B Sinking Fund Obligation with respect to the
          shares not redeemed shall carry forward to each
          successive Series B Sinking Fund Redemption Date
          until such shares shall have been redeemed; whenever
          on any Series B Sinking Fund Redemption Date, the
          funds of the Corporation legally available for the
          satisfaction of the Series B Sinking Fund Obligation
          and all other sinking fund and similar obligations
          then existing with respect to any other class or
          series of its stock ranking on a parity as to
          dividends or assets with the Series B Preferred
          Stock (such Obligation and obligations collectively
          being hereinafter referred to as the "Total Sinking
          Fund Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Series B Sinking Fund
          Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Series B Sinking Fund Obligation to such
          Total Sinking Fund Obligation; in addition to the
          Series B Sinking Fund Obligation, the Corporation
          shall have the option, which shall be
          non-cumulative, to redeem, upon authorization of the
          Board of Directors, on each Series B Sinking Fund
          Redemption Date, at the aforesaid sinking fund
          redemption price, up to 80,000 additional shares of
          the Series B Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series B Sinking Fund Obligation on any Series B
          Sinking Fund Redemption Date any shares of the
          Series B Preferred Stock (including shares of the
          Series B Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series B
          Preferred Stock redeemed pursuant to the Series B
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series B Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series C Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on November 1, 1985 and on each November 1
          thereafter (each such date being hereinafter
          referred to as a "Series C Sinking Fund Redemption
          Date"), for so long as any shares of the Series C
          Preferred Stock shall remain outstanding, the
          Corporation shall redeem, out of funds legally
          available therefor, 60,000 shares of the Series C
          Preferred Stock (or the number of shares then
          outstanding if less than 60,000) at the sinking fund
          redemption price of $25 per share plus, as to each
          share so redeemed, an amount equivalent to the
          accumulated and unpaid dividends thereon, if any, to
          the date of redemption (the obligation of the
          Corporation so to redeem the shares of the Series C
          Preferred Stock being hereinafter referred to as the
          "Series C Sinking Fund Obligation"); the Series C
          Sinking Fund Obligation shall be cumulative; if on
          any Series C Sinking Fund Redemption Date, the
          Corporation shall not have funds legally available
          therefor sufficient to redeem the full number of
          shares required to be redeemed on that date, the
          Series C Sinking Fund Obligation with respect to the
          shares not redeemed shall carry forward to each
          successive Series C Sinking Fund Redemption Date
          until such shares shall have been redeemed; whenever
          on any Series C Sinking Fund Redemption Date, the
          funds of the Corporation legally available for the
          satisfaction of the Series C Sinking Fund Obligation
          and all other sinking fund and similar obligations
          then existing with respect to any other class or
          series of its stock ranking on a parity as to
          dividends or assets with the Series C Preferred
          Stock (such Obligation and obligations collectively
          being hereinafter referred to as the "Total Sinking
          Fund Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Series C Sinking Fund
          Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Series C Sinking Fund Obligation to such
          Total Sinking Fund Obligation; in addition to the
          Series C Sinking Fund Obligation, the Corporation
          shall have the option, which shall be
          non-cumulative, to redeem, upon authorization of the
          Board of Directors, on each Series C Sinking Fund
          Redemption Date, at the aforesaid sinking fund
          redemption price, up to 60,000 additional shares of
          the Series C Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series C Sinking Fund Obligation on any Series C
          Sinking Fund Redemption Date any shares of the
          Series C Preferred Stock (including shares of the
          Series C Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series C
          Preferred Stock redeemed pursuant to the Series C
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series C Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series D Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on May 1, 1987 and on each May 1 thereafter
          (each such date being hereinafter referred to as a
          "Series D Sinking Fund Redemption Date"), for so
          long as any shares of the Series D Preferred Stock
          shall remain outstanding, the Corporation shall
          redeem, out of funds legally available therefor,
          100,000 shares of the Series D Preferred Stock (or
          the number of shares then outstanding if less than
          100,000) at the sinking fund redemption price of $25
          per share plus, as to each share so redeemed, an
          amount equivalent to the accumulated and unpaid
          dividends thereon, if any, to the date of redemption
          (the obligation of the Corporation so to redeem the
          shares of the Series D Preferred Stock being
          hereinafter referred to as the "Series D Sinking
          Fund Obligation"); the Series D Sinking Fund
          Obligation shall be cumulative; if on any Series D
          Sinking Fund Redemption Date, the Corporation shall
          not have funds legally available therefor sufficient
          to redeem the full number of shares required to be
          redeemed on that date, the Series D Sinking Fund
          Obligation with respect to the shares not redeemed
          shall carry forward to each successive Series D
          Sinking Fund Redemption Date until such shares shall
          have been redeemed; whenever on any Series D Sinking
          Fund Redemption Date, the funds of the Corporation
          legally available for the satisfaction of the Series
          D Sinking Fund Obligation and all other sinking fund
          and similar obligations then existing with respect
          to any other class or series of its stock ranking on
          a parity as to dividends or assets with the Series D
          Preferred Stock (such Obligation and obligations
          collectively being hereinafter referred to as the
          "Total Sinking Fund Obligation") are insufficient to
          permit the Corporation to satisfy fully its Total
          Sinking Fund Obligation on that date, the
          Corporation shall apply to the satisfaction of its
          Series D Sinking Fund Obligation on that date that
          proportion of such legally available funds which is
          equal to the ratio of such Series D Sinking Fund
          Obligation to such Total Sinking Fund Obligation; in
          addition to the Series D Sinking Fund Obligation,
          the Corporation shall have the option, which shall
          be non-cumulative, to redeem, upon authorization of
          the Board of Directors, on each Series D Sinking
          Fund Redemption Date, at the aforesaid sinking fund
          redemption price, up to 100,000 additional shares of
          the Series D Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series D Sinking Fund Obligation on any Series D
          Sinking Fund Redemption Date any shares of the
          Series D Preferred Stock (including shares of the
          Series D Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series D
          Preferred Stock redeemed pursuant to the Series D
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series D Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series E Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on February 1, 1988 and on each February 1
          thereafter (each such date being hereinafter
          referred to as a "Series E Sinking Fund Redemption
          Date"), for so long as any shares of the Series E
          Preferred Stock shall remain outstanding, the
          Corporation shall redeem, out of funds legally
          available therefor, 150,000 shares of the Series E
          Preferred Stock (or the number of shares then
          outstanding if less than 150,000) at the sinking
          fund redemption price of $25 per share plus, as to
          each share so redeemed, an amount equivalent to the
          accumulated and unpaid dividends thereon, if any, to
          the date of redemption (the obligation of the
          Corporation so to redeem the shares of the Series E
          Preferred Stock being hereinafter referred to as the
          "Series E Sinking Fund Obligation"); the Series E
          Sinking Fund Obligation shall be cumulative; if on
          any Series E Sinking Fund Redemption Date, the
          Corporation shall not have funds legally available
          therefor sufficient to redeem the full number of
          shares required to be redeemed on that date, the
          Series E Sinking Fund Obligation with respect to the
          shares not redeemed shall carry forward to each
          successive Series E Sinking Fund Redemption Date
          until such shares shall have been redeemed; whenever
          on any Series E Sinking Fund Redemption Date, the
          funds of the Corporation legally available for the
          satisfaction of the Series E Sinking Fund Obligation
          and all other sinking fund and similar obligations
          then existing with respect to any other class or
          series of its stock ranking on a parity as to
          dividends or assets with the Series E Preferred
          Stock (such Obligation and obligations collectively
          being hereinafter referred to as the "Total Sinking
          Fund Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Series E Sinking Fund
          Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Series E Sinking Fund Obligation to such
          Total Sinking Fund Obligation; in addition to the
          Series E Sinking Fund Obligation, the Corporation
          shall have the option, which shall be
          non-cumulative, to redeem, upon authorization of the
          Board of Directors, on each Series E Sinking Fund
          Redemption Date, at the aforesaid sinking fund
          redemption price, up to 150,000 additional shares of
          the Series E Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series E Sinking Fund Obligation on any Series E
          Sinking Fund Redemption Date any shares of the
          Series E Preferred Stock (including shares of the
          Series E Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series E
          Preferred Stock redeemed pursuant to the Series E
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series E Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series F Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on August 1, 1990 and on each August 1
          thereafter (each such date being hereinafter
          referred to as a "Series F Sinking Fund Redemption
          Date"), for so long as any shares of the Series F
          Preferred Stock shall remain outstanding, the
          Corporation shall redeem, out of funds legally
          available therefor, 400,000 shares of the Series F
          Preferred Stock (or the number of shares then
          outstanding if less than 400,000) at the sinking
          fund redemption price of $25 per share plus, as to
          each share so redeemed, an amount equivalent to the
          accumulated and unpaid dividends thereon, if any, to
          the date of redemption (the obligation of the
          Corporation so to redeem the shares of the Series F
          Preferred Stock being hereinafter referred to as the
          "Series F Sinking Fund Obligation"); the Series F
          Sinking Fund Obligation shall be cumulative; if on
          any Series F Sinking Fund Redemption Date, the
          Corporation shall not have funds legally available
          therefor sufficient to redeem the full number of
          shares required to be redeemed on that date, the
          Series F Sinking Fund Obligation with respect to the
          shares not redeemed shall carry forward to each
          successive Series F Sinking Fund Redemption Date
          until such shares shall have been redeemed; whenever
          on any Series F Sinking Fund Redemption Date, the
          funds of the Corporation legally available for the
          satisfaction of the Series F Sinking Fund Obligation
          and all other sinking fund and similar obligations
          then existing with respect to any other class or
          series of its stock ranking on a parity as to
          dividends or assets with the Series F Preferred
          Stock (such Obligation and obligations collectively
          being hereinafter referred to as the "Total Sinking
          Fund Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Series F Sinking Fund
          Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Series F Sinking Fund Obligation to such
          Total Sinking Fund Obligation; in addition to the
          Series F Sinking Fund Obligation, the Corporation
          shall have the option, which shall be
          non-cumulative, to redeem, upon authorization of the
          Board of Directors, on each Series F Sinking Fund
          Redemption Date, at the aforesaid sinking fund
          redemption price, up to 400,000 additional shares of
          the Series F Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series F Sinking Fund Obligation on any Series F
          Sinking Fund Redemption Date any shares of the
          Series F Preferred Stock (including shares of the
          Series F Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series F
          Preferred Stock redeemed pursuant to the Series F
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series F Sinking Fund Obligation.
     
          The last sentence of paragraph (H) of Part III of
     said Article 3 is amended to be and to read in its
     entirety as follows:

               So long as any of the Second through Twelfth
          Series Preferred Stock or any of the Series A,
          Series B, Series C, Series D, Series E, Series F, or
          Series G Preferred Stock remains outstanding, or
          there remains outstanding any additional series of
          Preferred Stock with respect to which the resolution
          or resolutions of the Board of Directors of the
          Corporation providing for same makes this sentence
          applicable, at any time when the aggregate of all
          amounts credited subsequent to January 1, 1953 to
          the depreciation reserve account of the Corporation
          and Louisiana Power & Light Company, a Florida
          corporation, through charges to operating revenue
          deductions or otherwise on the books of the
          Corporation and Louisiana Power & Light Company, a
          Florida corporation (other than transfers out of the
          balance of surplus as of December 31, 1952), shall
          be less than the amount computed as provided in
          clause (aa) below, under requirements contained in
          the Corporation's mortgage indentures, then for the
          purposes of subparagraphs (a) and (b) above, in
          determining the earnings available for Common Stock
          dividends during any twelve-month period, the amount
          to be provided for depreciation in that period shall
          be (aa) the greater of the cumulative amount charged
          to depreciation expense on the books of the
          Corporation and Louisiana Power & Light Company, a
          Florida corporation, or the cumulative amount
          computed under requirements contained in the
          Corporation's mortgage indentures relating to
          minimum depreciation provisions (the latter
          cumulative amount being the aggregate of the largest
          amounts separately computed for entire periods of
          differing coexisting mortgage indenture
          requirements) for the period from January 1, 1953 to
          and including said twelve month period, less (bb)
          the greater of the cumulative amount charged to
          depreciation expense on the books of the Corporation
          and Louisiana Power & Light Company, a Florida
          corporation, or the cumulative amount computed under
          requirements contained in the Corporation's mortgage
          indentures relating to minimum depreciation
          provisions (the latter cumulative amount being the
          aggregate of the largest amounts separately computed
          for entire periods of differing coexisting mortgage
          indenture requirements) from January 1, 1953 up to
          but excluding said twelve-month period; provided
          that in the event any company other than Louisiana
          Power & Light Company, a Florida corporation, is
          merged into the Corporation, the "cumulative amount
          computed under requirements contained in the
          Corporation's mortgage indentures relating to
          minimum depreciation provisions" referred to above
          shall be computed without regard, for the period
          prior to the merger, of property acquired in the
          merger, and the "cumulative amount charged to
          depreciation expense on the books of the Corporation
          and Louisiana Power & Light Company, a Florida
          corporation", shall be exclusive of amounts provided
          for such property prior to the merger.
          
     The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of Incorpora
tion and Sections 24B(6) and 33A and E of Title 12 of the
Louisiana Revised Statutes of 1950, as amended.
     
     The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
     
     These Articles of Amendment are executed on and dated the
24th day of June, 1991.
     
                         LOUISIANA POWER & LIGHT COMPANY


                         By:   /s/ Gerald D. McInvale
                                 Gerald D. McInvale,
                               Senior Vice President


                         By:   /s/ Lee W. Randall
                                  Lee W. Randall,
                               Assistant Secretary
                                


                         ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS

BEFORE ME, the undersigned authority, personally came and
appeared Gerald D. McInvale and Lee W. Randall, to me known to
be a Senior Vice President and an Assistant Secretary,
respectively, of Louisiana Power & Light Company and the
persons who executed the foregoing instrument in such
capacities, and who, after first being duly sworn by me, did
declare and acknowledge that they signed and executed the
foregoing instrument in such capacities for and in the name of
the said Louisiana Power & Light Company, as its and their
free act and deed, being thereunto duly authorized.


                                /s/ Gerald D. McInvale
                                   Gerald D. McInvale,
                                 Senior Vice President


                                /s/ Lee W. Randall
                                   Lee W. Randall
                                 Assistant Secretary

Sworn to and subscribed before me at New
Orleans, Louisiana on this 24th day of
June, 1991.


     /s/ Melvin I. Schwartzman
     Melvin I. Schwartzman,
     Notary Public for the Parish of
     Orleans, State of Louisiana

My Commission is issued for life.



                      ARTICLES OF AMENDMENT
                             to the
         RESTATED ARTICLES OF INCORPORATION, AS AMENDED
                               of
                 LOUISIANA POWER & LIGHT COMPANY


     On October 24, 1991 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:

          Sub-paragraph (i) of paragraph (b) of Part I of said
     Article 3 is amended to be and to read in its entirety as
     follows:

               (i) Said 4,500,000 shares of $100 Preferred
          Stock shall be issuable in one or more series from
          time to time; 1,805,000 of said shares of $100
          Preferred Stock shall be divided into thirteen
          series, one of which shall consist of 60,000 shares
          of 4.96% Preferred Stock, Cumulative, $100 par value
          (hereinafter sometimes called "First Series
          Preferred Stock"), one of which shall consist of
          70,000 shares of 4.16% Preferred Stock, Cumulative,
          $100 par value (hereinafter sometimes called "Second
          Series Preferred Stock"), one of which shall consist
          of 70,000 shares of 4.44% Preferred Stock,
          Cumulative, $100 par value (hereinafter sometimes
          called "Third Series Preferred Stock"), one of which
          shall consist of 75,000 shares of 5.16% Preferred
          Stock, Cumulative, $100 par value (hereinafter
          sometimes called "Fourth Series Preferred Stock"),
          one of which shall consist of 80,000 shares of 5.40%
          Preferred Stock, Cumulative, $100 par value
          (hereinafter sometimes called "Fifth Series
          Preferred Stock"), one of which shall consist of
          80,000 shares of 6.44% Preferred Stock, Cumulative,
          $100 par value (hereinafter sometimes called "Sixth
          Series Preferred Stock"), one of which shall consist
          of 70,000 shares of 9.52% Preferred Stock,
          Cumulative, $100 par value (hereinafter sometimes
          called "Seventh Series Preferred Stock"), one of
          which shall consist of 100,000 shares of 7.84%
          Preferred Stock, Cumulative, $100 par value
          (hereinafter sometimes called "Eighth Series
          Preferred Stock"), one of which shall consist of
          100,000 shares of 7.36% Preferred Stock, Cumulative,
          $100 par value (hereinafter sometimes called "Ninth
          Series Preferred Stock"), one of which shall consist
          of 100,000 shares of 8.56% Preferred Stock,
          Cumulative, $100 par value (hereinafter sometimes
          called "Tenth Series Preferred Stock"), one of which
          shall consist of 300,000 shares of 9.44% Preferred
          Stock, Cumulative, $100 par value (hereinafter
          sometimes called "Eleventh Series Preferred Stock"),
          one of which shall consist of 350,000 shares of
          11.48% Preferred Stock, Cumulative, $100 par value
          (hereinafter sometimes called "Twelfth Series
          Preferred Stock"), and one of which shall consist of
          350,000 shares of 8% Preferred Stock, Cumulative,
          $100 par value (hereinafter sometimes called
          "Thirteenth Series Preferred Stock"); and the
          remaining 2,695,000 of said shares of $100 Preferred
          Stock may be divided into and issued in additional
          series from time to time, each such additional
          series to be provided for and to be distinctively
          designated, and the issuance of the shares of each
          such additional series to be authorized, in and by a
          resolution or resolutions to be adopted by the Board
          of Directors of the Corporation in accordance with
          the provisions hereof.
          
          The second sentence of Part II of said Article 3 is
     amended to be and to read in its entirety as follows:

               The shares of each series of Preferred Stock
          shall have the same rank and shall have the same
          relative rights except with respect to such
          characteristics as are peculiar to or pertain only
          to the particular class of such series and with
          respect to the following characteristics:
          
                    (a) The number of shares to constitute
               each such series and the distinctive
               designation thereof;

                    (b) The annual rate or rates of dividends
               payable on shares of such series and the date
               from which such dividends shall commence to
               accumulate;

                    (c) The amount or amounts payable upon
               redemption thereof; and

                    (d) The terms and amount of the sinking
               fund requirements (if any) for the purchase or
               redemption of shares of each series of
               Preferred Stock other than the First through
               Tenth Series Preferred Stock;

          which different characteristics of clauses (a), (b),
          and (c) above are herein set forth with respect to
          the First through Tenth Series Preferred Stock and
          of clauses (a), (b), (c), and (d) above are herein
          set forth with respect to the Eleventh, Twelfth, and
          Thirteenth Series Preferred Stock and the Series A,
          Series B, Series C, Series D, Series E, Series F,
          and Series G Preferred Stock, and, with respect to
          each additional series of Preferred Stock, the
          designation of the class thereof and the different
          characteristics of clauses (a), (b), (c), and (d)
          above shall be set forth in the resolution or
          resolutions of the Board of Directors of the
          Corporation providing for such series.
     
          Paragraph (A) of Part III of said Article 3 is
     amended to be and to read in its entirety as follows:

               (A) The Preferred Stock shall be entitled, but
          only when and as declared by the Board of Directors,
          out of funds legally available for the payment of
          dividends, in preference to the Common Stock, to
          dividends at the rate of 4.96% per annum on the
          First Series Preferred Stock, at the rate of 4.16%
          per annum on the Second Series Preferred Stock, at
          the rate of 4.44% per annum on the Third Series
          Preferred Stock, at the rate of 5.16% per annum on
          the Fourth Series Preferred Stock, at the rate of
          5.40% per annum on the Fifth Series Preferred Stock,
          at the rate of 6.44% per annum on the Sixth Series
          Preferred Stock, at the rate of 9.52% per annum on
          the Seventh Series Preferred Stock, at the rate of
          7.84% per annum on the Eighth Series Preferred
          Stock, at the rate of 7.36% per annum on the Ninth
          Series Preferred Stock, at the rate of 8.56% per
          annum on the Tenth Series Preferred Stock, at the
          rate of 9.44% per annum on the Eleventh Series
          Preferred Stock, at the rate of 11.48% per annum on
          the Twelfth Series Preferred Stock, at the rate of
          8% per annum on the Thirteenth Series Preferred
          Stock, at the rate of 10.72% per annum on the Series
          A Preferred Stock, at the rate of 13.12% per annum
          on the Series B Preferred Stock, at the rate of
          15.20% per annum on the Series C Preferred Stock, at
          the rate of 14.72% per annum on the Series D
          Preferred Stock, at the rate of 12.64% per annum on
          the Series E Preferred Stock, at the rate of 19.20%
          per annum on the Series F Preferred Stock, and at
          the rate of 9.68% per annum on the Series G
          Preferred Stock, of the par value thereof, and no
          more, and at such rate per annum on each additional
          series as shall be fixed in and by the resolution or
          resolutions of the Board of Directors of the
          Corporation providing for the issuance of the shares
          of such series, payable quarterly on February 1, May
          1, August 1 and November 1 of each year to
          stockholders of record as of a date, not exceeding
          forty (40) days and not less than ten (10) days
          preceding such dividend payment dates, to be fixed
          by the Board of Directors, such dividends to be
          cumulative from the last date to which dividends
          upon the First through Tenth Series Preferred Stock
          of Louisiana Power & Light Company, a Florida
          corporation, are paid, with respect to the First
          through Tenth Series Preferred Stock, from November
          2, 1977 with respect to the Eleventh Series
          Preferred Stock, from March 1, 1979 with respect to
          the Twelfth Series Preferred Stock, from October 31,
          1991 with respect to the Thirteenth Series Preferred
          Stock, from July 19, 1979 with respect to the Series
          A Preferred Stock, from October 17, 1979 with
          respect to the Series B Preferred Stock, from
          November 6, 1980 with respect to the Series C
          Preferred Stock, from May 19, 1982 with respect to
          the Series D Preferred Stock, from February 24, 1983
          with respect to the Series E Preferred Stock, from
          August 17, 1984 with respect to the Series F
          Preferred Stock, from July 2, 1991 with respect to
          the Series G Preferred Stock, and from such date
          with respect to each additional series, if made
          cumulative in and by the resolution or resolutions
          of the Board of Directors of the Corporation
          providing for such series, as shall be fixed in and
          by such resolution or resolutions, provided that, if
          such resolution or resolutions so provide, the first
          dividend payment date for any such additional series
          may be the dividend payment date next succeeding the
          dividend payment date immediately following the
          issuance of the shares of such series.
     
          The first sentence of paragraph (G) of Part III of
     said Article 3 is amended to be and to read in its
     entirety as follows:
          
               (G) Upon the affirmative vote of a majority of
          the shares of the issued and outstanding Common
          Stock at any annual meeting, or any special meeting
          called for that purpose, the Corporation may at any
          time redeem all of any series of the Preferred Stock
          or may from time to time redeem any part thereof, by
          paying in cash, as to the First Series Preferred
          Stock, a redemption price of $104.25 per share, as
          to the Second Series Preferred Stock, a redemption
          price of $104.21 per share, as to the Third Series
          Preferred Stock, a redemption price of $104.06 per
          share, as to the Fourth Series Preferred Stock, a
          redemption price of $104.18 per share, as to the
          Fifth Series Preferred Stock, a redemption price of
          $103.00 per share, as to the Sixth Series Preferred
          Stock, a redemption price of $102.92 per share, as
          to the Seventh Series Preferred Stock, a redemption
          price of $108.96 per share if redeemed on or prior
          to November 1, 1980, $106.58 per share if redeemed
          subsequent to November 1, 1980 but on or prior to
          November 1, 1985, and $104.20 per share if redeemed
          subsequent to November 1, 1985, as to the Eighth
          Series Preferred Stock, a redemption price of
          $107.70 per share if redeemed on or prior to April
          1, 1981, $105.74 per share if redeemed subsequent to
          April 1, 1981 but on or prior to April 1, 1986, and
          $103.78 per share if redeemed subsequent to April 1,
          1986, as to the Ninth Series Preferred Stock, a
          redemption price of $107.04 per share if redeemed on
          or prior to January 1, 1982, $105.20 per share if
          redeemed subsequent to January 1, 1982 but on or
          prior to January 1, 1987, and $103.36 per share if
          redeemed subsequent to January 1, 1987, as to the
          Tenth Series Preferred Stock, a redemption price of
          $107.42 per share if redeemed on or prior to March
          1, 1984, $105.28 per share if redeemed subsequent to
          March 1, 1984 but on or prior to March 1, 1989, and
          $103.14 per share if redeemed subsequent to March 1,
          1989, as to the Eleventh Series Preferred Stock, a
          redemption price of $111.44 per share if redeemed on
          or prior to November 1, 1982 (except that no share
          of the Eleventh Series Preferred Stock shall be
          redeemed prior to November 1, 1982 if such
          redemption is for the purpose or in anticipation of
          refunding such share through the use, directly or
          indirectly, of funds borrowed by the Corporation, or
          through the use, directly or indirectly, of funds
          derived through the issuance by the Corporation of
          stock ranking prior to or on a parity with the
          Eleventh Series Preferred Stock as to dividends or
          assets, if such borrowed funds have an effective
          interest cost to the Corporation (computed in
          accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          9.4297% per annum), $109.08 per share if redeemed
          subsequent to November 1, 1982 but on or prior to
          November 1, 1987, $106.72 per share if redeemed
          subsequent to November 1, 1987 but on or prior to
          November 1, 1992, and $104.36 per share if redeemed
          subsequent to November 1, 1992, as to the Twelfth
          Series Preferred Stock, a redemption price of
          $113.98 per share if redeemed on or prior to March
          1, 1984 (except that no share of the Twelfth Series
          Preferred Stock shall be redeemed prior to March 1,
          1984 if such redemption is for the purpose or in
          anticipation of refunding such share through the
          use, directly or indirectly, of funds borrowed by
          the Corporation, or through the use, directly or
          indirectly, of funds derived through the issuance by
          the Corporation of stock ranking prior to or on a
          parity with the Twelfth Series Preferred Stock as to
          dividends or assets, if such borrowed funds have an
          effective interest cost to the Corporation (computed
          in accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          11.4560% per annum), $111.11 per share if redeemed
          subsequent to March 1, 1984 but on or prior to March
          1, 1989, $108.24 per share if redeemed subsequent to
          March 1, 1989 but on or prior to March 1, 1994, and
          $105.37 per share if redeemed subsequent to March 1,
          1994, as to the Thirteenth Series Preferred Stock, a
          redemption price of $100.00 per share (except that
          no share of the Thirteenth Series Preferred Stock
          shall be redeemed on or before November 1, 1999), as
          to the Series A Preferred Stock, a redemption price
          of $27.68 per share if redeemed on or prior to July
          1, 1984 (except that no share of the Series A
          Preferred Stock shall be redeemed prior to July 1,
          1984 if such redemption is for the purpose or in
          anticipation of refunding such share through the
          use, directly or indirectly, of funds borrowed by
          the Corporation, or through the use, directly or
          indirectly, of funds derived through the issuance by
          the Corporation of stock ranking prior to or on a
          parity with the Series A Preferred Stock as to
          dividends or assets, if such borrowed funds have an
          effective interest cost to the Corporation (computed
          in accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          11.2705% per annum), $27.01 per share if redeemed
          subsequent to July 1, 1984 but on or prior to July
          1, 1989, $26.34 per share if redeemed subsequent to
          July 1, 1989 but on or prior to July 1, 1994, and
          $25.67 per share if redeemed subsequent to July 1,
          1994, as to the Series B Preferred Stock, a re
          demption price of $28.28 per share if redeemed on or
          prior to October 1, 1984 (except that no share of
          the Series B Preferred Stock shall be redeemed prior
          to October 1, 1984 if such redemption is for the
          purpose or in anticipation of refunding such share
          through the use, directly or indirectly, of funds
          borrowed by the Corporation, or through the use,
          directly or indirectly, of funds derived through the
          issuance by the Corporation of stock ranking prior
          to or on a parity with the Series B Preferred Stock
          as to dividends or assets, if such borrowed funds
          have an effective interest cost to the Corporation
          (computed in accordance with generally accepted
          financial practice) or such stock has an effective
          dividend cost to the Corporation (so computed) of
          less than 14.6103% per annum), $27.46 per share if
          redeemed subsequent to October 1, 1984 but on or
          prior to October 1, 1989, $26.64 per share if
          redeemed subsequent to October 1, 1989 but on or
          prior to October 1, 1994, and $25.82 per share if
          redeemed subsequent to October 1, 1994, as to the
          Series C Preferred Stock, a redemption price of
          $28.80 per share if redeemed on or prior to November
          1, 1985 (except that no share of the Series C
          Preferred Stock shall be redeemed prior to November
          1, 1985 if such redemption is for the purpose or in
          anticipation of refunding such share through the
          use, directly or indirectly, of funds borrowed by
          the Corporation, or through the use, directly or
          indirectly, of funds derived through the issuance by
          the Corporation of stock ranking prior to or on a
          parity with the Series C Preferred Stock as to
          dividends or assets, if such borrowed funds have an
          effective interest cost to the Corporation (computed
          in accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          16.0616% per annum), $27.85 per share if redeemed
          subsequent to November 1, 1985 but on or prior to
          November 1, 1990, $26.90 per share if redeemed
          subsequent to November 1, 1990 but on or prior to
          November 1, 1995, and $25.95 per share if redeemed
          subsequent to November 1, 1995, as to the Series D
          Preferred Stock, a redemption price of $28.68 per
          share if redeemed on or prior to May 1, 1987 (except
          that no share of the Series D Preferred Stock shall
          be redeemed prior to May 1, 1987 if such redemption
          is for the purpose or in anticipation of refunding
          such share through the use, directly or indirectly,
          of funds borrowed by the Corporation, or through the
          use, directly or indirectly, of funds derived
          through the issuance by the Corporation of stock
          ranking prior to or on a parity with the Series D
          Preferred Stock as to dividends or assets, if such
          borrowed funds have an effective interest cost to
          the Corporation (computed in accordance with
          generally accepted financial practice) or such stock
          has an effective dividend cost to the Corporation
          (so computed) of less than 15.4233% per annum),
          $27.76 per share if redeemed subsequent to May 1,
          1987 but on or prior to May 1, 1992, $26.84 per
          share if redeemed subsequent to May 1, 1992 but on
          or prior to May 1, 1997, and $25.92 per share if
          redeemed subsequent to May 1, 1997, as to the Series
          E Preferred Stock, a redemption price of $28.16 per
          share if redeemed on or prior to February 1, 1988
          (except that no share of the Series E Preferred
          Stock shall be redeemed prior to February 1, 1988 if
          such redemption is for the purpose or in
          anticipation of refunding such share through the
          use, directly or indirectly, of funds borrowed by
          the Corporation, or through the use, directly or
          indirectly, of funds derived through the issuance by
          the Corporation of stock ranking prior to or on a
          parity with the Series E Preferred Stock as to
          dividends or assets, if such borrowed funds have an
          effective interest cost to the Corporation (computed
          in accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          13.1942% per annum), $27.37 per share if redeemed
          subsequent to February 1, 1988 but on or prior to
          February 1, 1993, $26.58 per share if redeemed
          subsequent to February 1, 1993 but on or prior to
          February 1, 1998, and $25.79 per share if redeemed
          subsequent to February 1, 1998, as to the Series F
          Preferred Stock, a redemption price of $29.80 per
          share if redeemed on or prior to August 1, 1985,
          $29.27 per share if redeemed subsequent to August 1,
          1985 but on or prior to August 1, 1986, $28.73 per
          share if redeemed subsequent to August 1, 1986 but
          on or prior to August 1, 1987, $28.20 per share if
          redeemed subsequent to August 1, 1987 but on or
          prior to August 1, 1988, $27.67 per share if
          redeemed subsequent to August 1, 1988 but on or
          prior to August 1, 1989, $27.13 per share if
          redeemed subsequent to August 1, 1989 but on or
          prior to August 1, 1990, $26.60 per share if
          redeemed subsequent to August 1, 1990 but on or
          prior to August 1, 1991, $26.07 per share if
          redeemed subsequent to August 1, 1991 but on or
          prior to August 1, 1992, $25.53 per share if
          redeemed subsequent to August 1, 1992 but on or
          prior to August 1, 1993, and $25.00 per share if
          redeemed subsequent to August 1, 1993, provided,
          however, that no share of the Series F Preferred
          Stock shall be redeemed prior to August 1, 1989 if
          such redemption is for the purpose or in
          anticipation of refunding such share through the
          use, directly or indirectly, of funds borrowed by
          the Corporation, or through the use, directly or
          indirectly, of funds derived through the issuance by
          the Corporation of stock ranking prior to or on a
          parity with the Series F Preferred Stock as to
          dividends or assets, if such borrowed funds have an
          effective interest cost to the Corporation (computed
          in accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          19.9171% per annum, and as to the Series G Preferred
          Stock, a redemption price of $25.00 per share
          (except that no share of the Series G Preferred
          Stock shall be redeemed on or before August 1,
          1996), and as to each additional series such
          redemption price or prices, with such restrictions
          or limitations, if any, on redemption or refunding,
          as shall be fixed in and by the resolution or
          resolutions of the Board of Directors of the
          Corporation providing for such series; plus, in each
          case where applicable, an amount equivalent to the
          accumulated and unpaid dividends, if any, to the
          date fixed for redemption; provided that without the
          vote of the issued and outstanding Common Stock, the
          Thirteenth Series Preferred Stock shall be subject
          to redemption as and for a sinking fund as follows:
          on November 1, 2001 (such date being hereinafter
          referred to as the "Thirteenth Series Sinking Fund
          Redemption Date"), the Corporation shall redeem, out
          of funds legally available therefor, all of the
          shares of the Thirteenth Series Preferred Stock then
          outstanding at the sinking fund redemption price of
          $100 per share plus, as to each share so redeemed,
          an amount equivalent to the accumulated and unpaid
          dividends thereon, if any, to the date of redemption
          (the obligation of the Corporation to redeem all of
          the shares of the Thirteenth Series Preferred Stock
          on the Thirteenth Series Sinking Fund Redemption
          Date or, as hereinafter provided for, on any annual
          anniversary thereof on which shares of the
          Thirteenth Series Preferred Stock are outstanding
          (each such annual anniversary being hereinafter
          referred to as the "Thirteenth Series Sinking Fund
          Redemption Date Annual Anniversary") being
          hereinafter referred to as the "Thirteenth Series
          Sinking Fund Obligation"); the Thirteenth Series
          Sinking Fund Obligation shall be cumulative and if
          on the Thirteenth Series Sinking Fund Redemption
          Date, or on any Thirteenth Series Sinking Fund
          Redemption Date Annual Anniversary, the Corporation
          shall not have funds legally available therefor
          sufficient to redeem all of the shares of the
          Thirteenth Series Preferred Stock then outstanding,
          the Thirteenth Series Sinking Fund Obligation with
          respect to the shares not redeemed shall carry
          forward to each successive Thirteenth Series Sinking
          Fund Redemption Date Annual Anniversary until all of
          the outstanding shares of the Thirteenth Series
          Preferred Stock shall have been redeemed; if on the
          Thirteenth Series Sinking Fund Redemption Date or on
          any Thirteenth Series Sinking Fund Redemption Date
          Annual Anniversary, the funds of the Corporation
          legally available for the satisfaction of the
          Thirteenth-Series Sinking Fund Obligation and all
          other sinking fund and similar obligations then
          existing with respect to any other class or series
          of its stock ranking on a parity as to dividends or
          assets with the Thirteenth Series Preferred Stock
          (such Obligation and obligations collectively being
          hereinafter referred to as the "Total Sinking Fund
          Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Thirteenth Series Sinking
          Fund Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Thirteenth Series Sinking Fund Obligation to
          such Total Sinking Fund Obligation; and provided
          that without the vote of the issued and outstanding
          Common Stock, the Series A Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on July 1, 1984 and on each July 1
          thereafter (each such date being hereinafter
          referred to as a "Series A Sinking Fund Redemption
          Date"), for so long as any shares of the Series A
          Preferred Stock shall remain outstanding, the
          Corporation shall redeem, out of funds legally
          available therefor, 120,000 shares of the Series A
          Preferred Stock (or the number of shares then
          outstanding if less than 120,000) at the sinking
          fund redemption price of $25 per share plus, as to
          each share so redeemed, an amount equivalent to the
          accumulated and unpaid dividends thereon, if any, to
          the date of redemption (the obligation of the
          Corporation so to redeem the shares of the Series A
          Preferred Stock being hereinafter referred to as the
          "Series A Sinking Fund Obligation"); the Series A
          Sinking Fund Obligation shall be cumulative; if on
          any Series A Sinking Fund Redemption Date, the
          Corporation shall not have funds legally available
          therefor sufficient to redeem the full number of
          shares required to be redeemed on that date, the
          Series A Sinking Fund Obligation with respect to the
          shares not redeemed shall carry forward to each
          successive Series A Sinking Fund Redemption Date
          until such shares shall have been redeemed; whenever
          on any Series A Sinking Fund Redemption Date, the
          funds of the Corporation legally available for the
          satisfaction of the Series A Sinking Fund Obligation
          and all other sinking fund and similar obligations
          then existing with respect to any other class or
          series of its stock ranking on a parity as to
          dividends or assets with the Series A Preferred
          Stock (such Obligation and obligations collectively
          being hereinafter referred to as the "Total Sinking
          Fund Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Series A Sinking Fund
          Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Series A Sinking Fund Obligation to such
          Total Sinking Fund Obligation; in addition to the
          Series A Sinking Fund Obligation, the Corporation
          shall have the option, which shall be
          non-cumulative, to redeem, upon authorization of the
          Board of Directors, on each Series A Sinking Fund
          Redemption Date, at the aforesaid sinking fund
          redemption price, up to 120,000 additional shares of
          the Series A Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series A Sinking Fund Obligation on any Series A
          Sinking Fund Redemption Date any shares of the
          Series A Preferred Stock (including shares of the
          Series A Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series A
          Preferred Stock redeemed pursuant to the Series A
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series A Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series B Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on October 1, 1984 and on each October 1
          thereafter (each such date being hereinafter
          referred to as a "Series B Sinking Fund Redemption
          Date"), for so long as any shares of the Series B
          Preferred Stock shall remain outstanding, the
          Corporation shall redeem, out of funds legally
          available therefor, 80,000 shares of the Series B
          Preferred Stock (or the number of shares then
          outstanding if less than 80,000) at the sinking fund
          redemption price of $25 per share plus, as to each
          share so redeemed, an amount equivalent to the
          accumulated and unpaid dividends thereon, if any, to
          the date of redemption (the obligation of the
          Corporation so to redeem the shares of the Series B
          Preferred Stock being hereinafter referred to as the
          "Series B Sinking Fund Obligation"); the Series B
          Sinking Fund Obligation shall be cumulative; if on
          any Series B Sinking Fund Redemption Date, the
          Corporation shall not have funds legally available
          therefor sufficient to redeem the full number of
          shares required to be redeemed on that date, the
          Series B Sinking Fund Obligation with respect to the
          shares not redeemed shall carry forward to each
          successive Series B Sinking Fund Redemption Date
          until such shares shall have been redeemed; whenever
          on any Series B Sinking Fund Redemption Date, the
          funds of the Corporation legally available for the
          satisfaction of the Series B Sinking Fund Obligation
          and all other sinking fund and similar obligations
          then existing with respect to any other class or
          series of its stock ranking on a parity as to
          dividends or assets with the Series B Preferred
          Stock (such Obligation and obligations collectively
          being hereinafter referred to as the "Total Sinking
          Fund Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Series B Sinking Fund
          Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Series B Sinking Fund Obligation to such
          Total Sinking Fund Obligation; in addition to the
          Series B Sinking Fund Obligation, the Corporation
          shall have the option, which shall be
          non-cumulative, to redeem, upon authorization of the
          Board of Directors, on each Series B Sinking Fund
          Redemption Date, at the aforesaid sinking fund
          redemption price, up to 80,000 additional shares of
          the Series B Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series B Sinking Fund Obligation on any Series B
          Sinking Fund Redemption Date any shares of the
          Series B Preferred Stock ( including shares of the
          Series B Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series B
          Preferred Stock redeemed pursuant to the Series B
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series B Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series C Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on November 1, 1985 and on each November 1
          thereafter (each such date being hereinafter
          referred to as a "Series C Sinking Fund Redemption
          Date"), for so long as any shares of the Series C
          Preferred Stock shall remain outstanding, the
          Corporation shall redeem, out of funds legally
          available therefor, 60,000 shares of the Series C
          Preferred Stock (or the number of shares then
          outstanding if less than 60,000) at the sinking fund
          redemption price of $25 per share plus, as to each
          share so redeemed, an amount equivalent to the
          accumulated and unpaid dividends thereon, if any, to
          the date of redemption (the obligation of the
          Corporation so to redeem the shares of the Series C
          Preferred Stock being hereinafter referred to as the
          "Series C Sinking Fund Obligation"); the Series C
          Sinking Fund Obligation shall be cumulative; if on
          any Series C Sinking Fund Redemption Date, the
          Corporation shall not have funds legally available
          therefor sufficient to redeem the full number of
          shares required to be redeemed on that date, the
          Series C Sinking Fund Obligation with respect to the
          shares not redeemed shall carry forward to each
          successive Series C Sinking Fund Redemption Date
          until such shares shall have been redeemed; whenever
          on any Series C Sinking Fund Redemption Date, the
          funds of the Corporation legally available for the
          satisfaction of the Series C Sinking Fund Obligation
          and all other sinking fund and similar obligations
          then existing with respect to any other class or
          series of its stock ranking on a parity as to
          dividends or assets with the Series C Preferred
          Stock (such Obligation and obligations collectively
          being hereinafter referred to as the "Total Sinking
          Fund Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Series C Sinking Fund
          Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Series C Sinking Fund Obligation to such
          Total Sinking Fund Obligation; in addition to the
          Series C Sinking Fund Obligation, the Corporation
          shall have the option, which shall be
          non-cumulative, to redeem, upon authorization of the
          Board of Directors, on each Series C Sinking Fund
          Redemption Date, at the aforesaid sinking fund
          redemption price, up to 60,000 additional shares of
          the Series C Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series C Sinking Fund Obligation on any Series C
          Sinking Fund Redemption Date any shares of the
          Series C Preferred Stock (including shares of the
          Series C Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series C
          Preferred Stock redeemed pursuant to the Series C
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series C Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series D Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on May 1, 1987 and on each May 1 thereafter
          (each such date being hereinafter referred to as a
          "Series D Sinking Fund Redemption Date"), for so
          long as any shares of the Series D Preferred Stock
          shall remain outstanding, the Corporation shall
          redeem, out of funds legally available therefor,
          100,000 shares of the Series D Preferred Stock (or
          the number of shares then outstanding if less than
          100,000) at the sinking fund redemption price of $25
          per share plus, as to each share so redeemed, an
          amount equivalent to the accumulated and unpaid
          dividends thereon, if any, to the date of redemption
          (the obligation of the Corporation so to redeem the
          shares of the Series D Preferred Stock being
          hereinafter referred to as the "Series D Sinking
          Fund Obligation"); the Series D Sinking Fund
          Obligation shall be cumulative; if on any Series D
          Sinking Fund Redemption Date, the Corporation shall
          not have funds legally available therefor sufficient
          to redeem the full number of shares required to be
          redeemed on that date, the Series D Sinking Fund
          Obligation with respect to the shares not redeemed
          shall carry forward to each successive Series D
          Sinking Fund Redemption Date until such shares shall
          have been redeemed; whenever on any Series D Sinking
          Fund Redemption Date, the funds of the Corporation
          legally available for the satisfaction of the Series
          D Sinking Fund Obligation and all other sinking fund
          and similar obligations then existing with respect
          to any other class or series of its stock ranking on
          a parity as to dividends or assets with the Series D
          Preferred Stock (such Obligation and obligations
          collectively being hereinafter referred to as the
          "Total Sinking Fund Obligation") are insufficient to
          permit the Corporation to satisfy fully its Total
          Sinking Fund Obligation on that date, the
          Corporation shall apply to the satisfaction of its
          Series D Sinking Fund Obligation on that date that
          proportion of such legally available funds which is
          equal to the ratio of such Series D Sinking Fund
          Obligation to such Total Sinking Fund Obligation; in
          addition to the Series D Sinking Fund Obligation,
          the Corporation shall have the option, which shall
          be non-cumulative, to redeem, upon authorization of
          the Board of Directors, on each Series D Sinking
          Fund Redemption Date, at the aforesaid sinking fund
          redemption price, up to 100,000 additional shares of
          the Series D Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series D Sinking Fund Obligation on any Series D
          Sinking Fund Redemption Date any shares of the
          Series D Preferred Stock (including shares of the
          Series D Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series D
          Preferred Stock redeemed pursuant to the Series D
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series D Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series E Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on February 1, 1988 and on each February 1
          thereafter (each such date being hereinafter
          referred to as a "Series E Sinking Fund Redemption
          Date"), for so long as any shares of the Series E
          Preferred Stock shall remain outstanding, the
          Corporation shall redeem, out of funds legally
          available therefor, 150,000 shares of the Series E
          Preferred Stock (or the number of shares then
          outstanding if less than 150,000) at the sinking
          fund redemption price of $25 per share plus, as to
          each share so redeemed, an amount equivalent to the
          accumulated and unpaid dividends thereon, if any, to
          the date of redemption (the obligation of the
          Corporation so to redeem the shares of the Series E
          Preferred Stock being hereinafter referred to as the
          "Series E Sinking Fund Obligation"); the Series E
          Sinking Fund Obligation shall be cumulative; if on
          any Series E Sinking Fund Redemption Date, the
          Corporation shall not have funds legally available
          therefor sufficient to redeem the full number of
          shares required to be redeemed on that date, the
          Series E Sinking Fund Obligation with respect to the
          shares not redeemed shall carry forward to each
          successive Series E Sinking Fund Redemption Date
          until such shares shall have been redeemed; whenever
          on any Series E Sinking Fund Redemption Date, the
          funds of the Corporation legally available for the
          satisfaction of the Series E Sinking Fund Obligation
          and all other sinking fund and similar obligations
          then existing with respect to any other class or
          series of its stock ranking on a parity as to
          dividends or assets with the Series E Preferred
          Stock (such Obligation and obligations collectively
          being hereinafter referred to as the "Total Sinking
          Fund Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Series E Sinking Fund
          Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Series E Sinking Fund Obligation to such
          Total Sinking Fund Obligation; in addition to the
          Series E Sinking Fund Obligation, the Corporation
          shall have the option, which shall be
          non-cumulative, to redeem, upon authorization of the
          Board of Directors, on each Series E Sinking Fund
          Redemption Date, at the aforesaid sinking fund
          redemption price, up to 150,000 additional shares of
          the Series E Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series E Sinking Fund Obligation on any Series E
          Sinking Fund Redemption Date any shares of the
          Series E Preferred Stock (including shares of the
          Series E Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series E
          Preferred Stock redeemed pursuant to the Series E
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series E Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series F Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on August 1, 1990 and on each August 1
          thereafter (each such date being hereinafter
          referred to as a "Series F Sinking Fund Redemption
          Date"), for so long as any shares of the Series F
          Preferred Stock shall remain outstanding, the
          Corporation shall redeem, out of funds legally
          available therefor, 400,000 shares of the Series F
          Preferred Stock (or the number of shares then
          outstanding if less than 400,000) at the sinking
          fund redemption price of $25 per share plus, as to
          each share so redeemed, an amount equivalent to the
          accumulated and unpaid dividends thereon, if any, to
          the date of redemption (the obligation of the
          Corporation so to redeem the shares of the Series F
          Preferred Stock being hereinafter referred to as the
          "Series F Sinking Fund Obligation"); the Series F
          Sinking Fund Obligation shall be cumulative; if on
          any Series F Sinking Fund Redemption Date, the
          Corporation shall not have funds legally available
          therefor sufficient to redeem the full number of
          shares required to be redeemed on that date, the
          Series F Sinking Fund Obligation with respect to the
          shares not redeemed shall carry forward to each
          successive Series F Sinking Fund Redemption Date
          until such shares shall have been redeemed; whenever
          on any Series F Sinking Fund Redemption Date, the
          funds of the Corporation legally available for the
          satisfaction of the Series F Sinking Fund Obligation
          and all other sinking fund and similar obligations
          then existing with respect to any other class or
          series of its stock ranking on a parity as to
          dividends or assets with the Series F Preferred
          Stock (such Obligation and obligations collectively
          being hereinafter referred to as the "Total Sinking
          Fund Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Series F Sinking Fund
          Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Series F Sinking Fund Obligation to such
          Total Sinking Fund Obligation; in addition to the
          Series F Sinking Fund Obligation, the Corporation
          shall have the option, which shall be
          non-cumulative, to redeem, upon authorization of the
          Board of Directors, on each Series F Sinking Fund
          Redemption Date, at the aforesaid sinking fund
          redemption price, up to 400,000 additional shares of
          the Series F Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series F Sinking Fund Obligation on any Series F
          Sinking Fund Redemption Date any shares of the
          Series F Preferred Stock (including shares of the
          Series F Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series F
          Preferred Stock redeemed pursuant to the Series F
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series F Sinking Fund Obligation.

          The last sentence of paragraph (H) of Part III of
     said Article 3 is amended to be and to read in its
     entirety as follows:
          
               So long as any of the Second through Thirteenth
          Series Preferred Stock or any of the Series A,
          Series B, Series C, Series D, Series E, Series F, or
          Series G Preferred Stock remains outstanding, or
          there remains outstanding any additional series of
          Preferred Stock with respect to which the resolution
          or resolutions of the Board of Directors of the
          Corporation providing for same makes this sentence
          applicable, at any time when the aggregate of all
          amounts credited subsequent to January 1, 1953 to
          the depreciation reserve account of the Corporation
          and Louisiana Power & Light Company, a Florida
          corporation, through charges to operating revenue
          deductions or otherwise on the books of the
          Corporation and Louisiana Power & Light Company, a
          Florida corporation (other than transfers out of the
          balance of surplus as of December 31, 1952), shall
          be less than the amount computed as provided in
          clause (aa) below, under requirements contained in
          the Corporation's mortgage indentures, then for the
          purposes of subparagraphs (a) and (b) above, in
          determining the earnings available for Common Stock
          dividends during any twelve-month period, the amount
          to be provided for depreciation in that period shall
          be (aa) the greater of the cumulative amount charged
          to depreciation expense on the books of the
          Corporation and Louisiana Power & Light Company, a
          Florida corporation, or the cumulative amount
          computed under requirements contained in the
          Corporation's mortgage indentures relating to
          minimum depreciation provisions (the latter
          cumulative amount being the aggregate of the largest
          amounts separately computed for entire periods of
          differing coexisting mortgage indenture
          requirements) for the period from January 1, 1953 to
          and including said twelvemonth period, less (bb) the
          greater of the cumulative amount charged to
          depreciation expense on the books of the Corporation
          and Louisiana Power & Light Company, a Florida
          corporation, or the cumulative amount computed under
          requirements contained in the Corporation's mortgage
          indentures relating to minimum depreciation
          provisions (the latter cumulative amount being the
          aggregate of the largest amounts separately computed
          for entire periods of differing coexisting mortgage
          indenture requirements) from January 1, 1953 up to
          but excluding said twelve-month period; provided
          that in the event any company other than Louisiana
          Power & Light Company, a Florida corporation, is
          merged into the Corporation, the "cumulative amount
          computed under requirements contained in the
          Corporation's mortgage indentures relating to
          minimum depreciation provisions" referred to above
          shall be computed without regard, for the period
          prior to the merger, of property acquired in the
          merger, and the "cumulative amount charged to
          depreciation expense on the books of the Corporation
          and Louisiana Power & Light Company, a Florida
          corporation", shall be exclusive of amounts provided
          for such property prior to the merger.
     
     The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of Incorpora
tion and Sections 24B(6) and 33A and E of Title 12 of the
Louisiana Revised Statutes of 1950, as amended.

   The Restated Articles of Incorporation, as amended, of said
Louisiana Power & Light Company were not amended in any other
respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.

   These Articles of Amendment are executed on and dated the
24th day of October, 1991.
                         LOUISIANA POWER & LIGHT COMPANY


                         By:   /s/ Gerald D. McInvale
                             Gerald D. McInvale,
                           Senior Vice President


                    By:   /s/ T. O. Lind
                           T. O. Lind, Secretary



                         ACKNOWLEDGMENT

STATE OF ARKANSAS

COUNTY OF PULASKI

     BEFORE ME, the undersigned authority, personally came and
appeared Gerald D. McInvale and T. O. Lind, to me known to be
a Senior Vice President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
     
                         /s/ Gerald D. McInvale
                         Gerald D. McInvale,
                         Senior Vice President


                          /s/ T. O. Lind
                         T. O. Lind
                         Secretary

Sworn to and subscribed before me at
Little Rock, Pulaski County, Arkansas
on this 24th day of October, 1991.

     /s/ Shirley Hunter
Notary Public for the County of
Pulaski, State of Arkansas

My Commission expires on March 1, 2001.



                      ARTICLES OF AMENDMENT
                             to the
         RESTATED ARTICLES OF INCORPORATION, AS AMENDED
                               of
                 LOUISIANA POWER & LIGHT COMPANY


     On January 27, 1992 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:
     
          Sub-paragraph (i) of paragraph (b) of Part I of said
     Article 3 is amended to be and to read in its entirety as
     follows:

               (i) Said 4,500,000 shares of $100 Preferred
          Stock shall be issuable in one or more series from
          time to time; 2,305,000 of said shares of $100
          Preferred Stock shall be divided into fourteen
          series, one of which shall consist of 60,000 shares
          of 4.96% Preferred Stock, Cumulative, $100 par value
          (hereinafter sometimes called "First Series
          Preferred Stock"), one of which shall consist of
          70,000 shares of 4.16% Preferred Stock, Cumulative,
          $100 par value (hereinafter sometimes called "Second
          Series Preferred Stock"), one of which shall consist
          of 70,000 shares of 4.44% Preferred Stock,
          Cumulative, $100 par value (hereinafter sometimes
          called "Third Series Preferred Stock"), one of which
          shall consist of 75,000 shares of 5.16% Preferred
          Stock, Cumulative, $100 par value (hereinafter
          sometimes called "Fourth Series Preferred Stock"),
          one of which shall consist of 80,000 shares of 5.40%
          Preferred Stock, Cumulative, $100 par value
          (hereinafter sometimes called "Fifth Series
          Preferred Stock"), one of which shall consist of
          80,000 shares of 6.44% Preferred Stock, Cumulative,
          $100 par value (hereinafter sometimes called "Sixth
          Series Preferred Stock"), one of which shall consist
          of 70,000 shares of 9.52% Preferred Stock,
          Cumulative, $100 par value (hereinafter sometimes
          called "Seventh Series Preferred Stock"), one of
          which shall consist of 100,000 shares of 7.84%
          Preferred Stock, Cumulative, $100 par value
          (hereinafter sometimes called "Eighth Series
          Preferred Stock"), one of which shall consist of
          100,000 shares of 7.36% Preferred Stock, Cumulative,
          $100 par value (hereinafter sometimes called "Ninth
          Series Preferred Stock"), one of which shall consist
          of 100,000 shares of 8.56% Preferred Stock,
          Cumulative, $100 par value (hereinafter sometimes
          called "Tenth Series Preferred Stock"), one of which
          shall consist of 300,000 shares of 9.44% Preferred
          Stock, Cumulative, $100 par value (hereinafter
          sometimes called "Eleventh Series Preferred Stock"),
          one of which shall consist of 350,000 shares of
          11.48% Preferred Stock, Cumulative, $100 par value
          (hereinafter sometimes called "Twelfth Series
          Preferred Stock"), one of which shall consist of
          350,000 shares of 8% Preferred Stock, Cumulative,
          $100 par value (hereinafter sometimes called
          "Thirteenth Series Preferred Stock"), and one of
          which shall consist of 500,000 shares of 7%
          Preferred Stock, Cumulative, $100 par value
          (hereinafter sometimes called "Fourteenth Series Pre
          ferred Stock"); and the remaining 2,195,000 of said
          shares of $100 Preferred Stock may be divided into
          and issued in additional series from time to time,
          each such additional series to be provided for and
          to be distinctively designated, and the issuance of
          the shares of each such additional series to be
          authorized, in and by a resolution or resolutions to
          be adopted by the Board of Directors of the
          Corporation in accordance with the provisions
          hereof.
          
          The second sentence of Part II of said Article 3 is
     amended to be and to read in its entirety as follows:

               The shares of each series of Preferred Stock
          shall have the same rank and shall have the same
          relative rights except with respect to such
          characteristics as are peculiar to or pertain only
          to the particular class of such series and with
          respect to the following characteristics:
               
                    (a) The number of shares to constitute
               each such series and the distinctive
               designation thereof;

                    (b) The annual rate or rates of dividends
               payable on shares of such series and the date
               from which such dividends shall commence to
               accumulate;
               
                    (c) The amount or amounts payable upon
               redemption thereof; and

                    (d) The terms and amount of the sinking
               fund requirements (if any) for the purchase or
               redemption of shares of each series of
               Preferred Stock other than the First through
               Tenth Series Preferred Stock;
          
          which different characteristics of clauses (a), (b),
          and (c) above are herein set forth with respect to
          the First through Tenth Series Preferred Stock and
          of clauses (a), (b), (c), and (d) above are herein
          set forth with respect to the Eleventh, Twelfth,
          Thirteenth, and Fourteenth Series Preferred Stock
          and the Series A, Series B, Series C, Series D,
          Series E, Series F, and Series G Preferred Stock,
          and, with respect to each additional series of
          Preferred Stock, the designation of the class
          thereof and the different characteristics of clauses
          (a), (b), (c), and (d) above shall be set forth in
          the resolution or resolutions of the Board of
          Directors of the Corporation providing for such
          series.
          
          Paragraph (A) of Part III of said Article 3 is
     amended to be and to read in its entirety as follows:
          
               (A) The Preferred Stock shall be entitled, but
          only when and as declared by the Board of Directors,
          out of funds legally available for the payment of
          dividends, in preference to the Common Stock, to
          dividends at the rate of 4.96% per annum on the
          First Series Preferred Stock, at the rate of 4.16%
          per annum on the Second Series Preferred Stock, at
          the rate of 4.44% per annum on the Third Series
          Preferred Stock, at the rate of 5.16% per annum on
          the Fourth Series Preferred Stock, at the rate of
          5.40% per annum on the Fifth Series Preferred Stock,
          at the rate of 6.44% per annum on the Sixth Series
          Preferred Stock, at the rate of 9.52% per annum on
          the Seventh Series Preferred Stock, at the rate of
          7.84% per annum on the Eighth Series Preferred
          Stock, at the rate of 7.36% per annum on the Ninth
          Series Preferred Stock, at the rate of 8.56% per
          annum on the Tenth Series Preferred Stock, at the
          rate of 9.44% per annum on the Eleventh Series
          Preferred Stock, at the rate of 11.48% per annum on
          the Twelfth Series Preferred Stock, at the rate of
          8% per annum on the Thirteenth Series Preferred
          Stock, at the rate of 7% per annum on the Fourteenth
          Series Preferred Stock, at the rate of 10.72% per
          annum on the Series A Preferred Stock, at the rate
          of 13.12% per annum on the Series B Preferred Stock,
          at the rate of 15.20% per annum on the Series C
          Preferred Stock, at the rate of 14.72% per annum on
          the Series D Preferred Stock, at the rate of 12.64%
          per annum on the Series E Preferred Stock, at the
          rate of 19.20% per annum on the Series F Preferred
          Stock, and at the rate of 9.68% per annum on the
          Series G Preferred Stock, of the par value thereof,
          and no more, and at such rate per annum on each
          additional series as shall be fixed in and by the
          resolution or resolutions of the Board of Directors
          of the Corporation providing for the issuance of the
          shares of such series, payable quarterly on February
          1, May 1, August 1 and November 1 of each year to
          stockholders of record as of a date, not exceeding
          forty (40) days and not less than ten (10) days
          preceding such dividend payment dates, to be fixed
          by the Board of Directors, such dividends to be
          cumulative from the last date to which dividends
          upon the First through Tenth Series Preferred Stock
          of Louisiana Power & Light Company, a Florida
          corporation, are paid, with respect to the First
          through Tenth Series Preferred Stock, from November
          2, 1977 with respect to the Eleventh Series
          Preferred Stock, from March 1, 1979 with respect to
          the Twelfth Series Preferred Stock, from October 31,
          1991 with respect to the Thirteenth Series Preferred
          Stock, from February 4, 1992 with respect to the
          Fourteenth Series Preferred Stock, from July 19,
          1979 with respect to the Series A Preferred Stock,
          from October 17, 1979 with respect to the Series B
          Preferred Stock, from November 6, 1980 with respect
          to the Series C Preferred Stock, from May 19, 1982
          with respect to the Series D Preferred Stock, from
          February 24, 1983 with respect to the Series E
          Preferred Stock, from August 17, 1984 with respect
          to the Series F Preferred Stock, from July 2, 1991
          with respect to the Series G Preferred Stock, and
          from such date with respect to each additional
          series, if made cumulative in and by the resolution
          or resolutions of the Board of Directors of the
          Corporation providing for such series, as shall be
          fixed in and by such resolution or resolutions,
          provided that, if such resolution or resolutions so
          provide, the first dividend payment date for any
          such additional series may be the dividend payment
          date next succeeding the dividend payment date
          immediately following the issuance of the shares of
          such series.
          
          The first sentence of paragraph (G) of Part III of
     said Article 3 is amended to be and to read in its
     entirety as follows:

               (G) Upon the affirmative vote of a majority of
          the shares of the issued and outstanding Common
          Stock at any annual meeting, or any. special meeting
          called for that purpose, the Corporation may at any
          time redeem all of any series of the Preferred Stock
          or may from time to time redeem any part thereof, by
          paying in cash, as to the First Series Preferred
          Stock, a redemption price of $104.25 per share, as
          to the Second Series Preferred Stock, a redemption
          price of $104.21 per share, as to the Third Series
          Preferred Stock, a redemption price of $104.06 per
          share, as to the Fourth Series Preferred Stock, a
          redemption price of $104.18 per share, as to the
          Fifth Series Preferred Stock, a redemption price of
          $103.00 per share, as to the Sixth Series Preferred
          Stock, a redemption price of $102.92 per share, as
          to the Seventh Series Preferred Stock, a redemption
          price of $108.96 per share if redeemed on or prior
          to November 1, 1980, $106.58 per share if redeemed
          subsequent to November 1, 1980 but on or prior to
          November 1, 1985, and $104.20 per share if redeemed
          subsequent to November 1, 1985, as to the Eighth
          Series Preferred Stock, a redemption price of
          $107.70 per share if redeemed on or prior to April
          1, 1981, $105.74 per share if redeemed subsequent to
          April 1, 1981 but on or prior to April 1, 1986, and
          $103.78 per share if redeemed subsequent to April 1,
          1986, as to the Ninth Series Preferred Stock, a
          redemption price of $107.04 per share if redeemed on
          or prior to January 1, 1982, $105.20 per share if
          redeemed subsequent to January 1, 1982 but on or
          prior to January 1, 1987, and $103.36 per share if
          redeemed subsequent to January 1, 1987, as to the
          Tenth Series Preferred Stock, a redemption price of
          $107.42 per share if redeemed on or prior to March
          1, 1984, $105.28 per share if redeemed subsequent to
          March 1, 1984 but on or prior to March 1, 1989, and
          $103.14 per share if redeemed subsequent to March 1,
          1989, as to the Eleventh Series Preferred Stock, a
          redemption price of $111.44 per share if redeemed on
          or prior to November 1, 1982 (except that no share
          of the Eleventh Series Preferred Stock shall be
          redeemed prior to November 1, 1982 if such
          redemption is for the purpose or in anticipation of
          refunding such share through the use, directly or
          indirectly, of funds borrowed by the Corporation, or
          through the use, directly or indirectly, of funds
          derived through the issuance by the Corporation of
          stock ranking prior to or on a parity with the
          Eleventh Series Preferred Stock as to dividends or
          assets, if such borrowed funds have an effective
          interest cost to the Corporation (computed in
          accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          9.4297% per annum), $109.08 per share if redeemed
          subsequent to November 1, 1982 but on or prior to
          November 1, 1987, $106.72 per share if redeemed
          subsequent to November 1, 1987 but on or prior to
          November 1, 1992, and $104.36 per share if redeemed
          subsequent to November 1, 1992, as to the Twelfth
          Series Preferred Stock, a redemption price of
          $113.98 per share if redeemed on or prior to March
          1, 1984 (except that no share of the Twelfth Series
          Preferred Stock shall be redeemed prior to March 1,
          1984 if such redemption is for the purpose or in
          anticipation of refunding such share through the
          use, directly or indirectly, of funds borrowed by
          the Corporation, or through the use, directly or
          indirectly, of funds derived through the issuance by
          the Corporation of stock ranking prior to or on a
          parity with the Twelfth Series Preferred Stock as to
          dividends or assets, if such borrowed funds have an
          effective interest cost to the Corporation (computed
          in accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          11.4560% per annum), $111.11 per share if redeemed
          subsequent to March 1, 1984 but on or prior to March
          1, 1989, $108.24 per share if redeemed subsequent to
          March 1, 1989 but on or prior to March 1, 1994, and
          $105.37 per share if redeemed subsequent to March 1,
          1994, as to the Thirteenth Series Preferred Stock, a
          redemption price of $100.00 per share (except that
          no share of the Thirteenth Series Preferred Stock
          shall be redeemed on or before November 1, 1999), as
          to the Fourteenth Series Preferred Stock, a
          redemption price of $100.00 per share (except that
          no share of the Fourteenth Series Preferred Stock
          shall be redeemed on or before February 1, 1998), as
          to the Series A Preferred Stock, a redemption price
          of $27.68 per share if redeemed on or prior to July
          1, 1984 (except that no share of the Series A
          Preferred Stock shall be redeemed prior to July 1,
          1984 if such redemption is for the purpose or in
          anticipation of refunding such share through the
          use, directly or indirectly, of funds borrowed by
          the Corporation, or through the use, directly or
          indirectly, of funds derived through the issuance by
          the Corporation of stock ranking prior to or on a
          parity with the Series A Preferred Stock as to
          dividends or assets, if such borrowed funds have an
          effective interest cost to the Corporation (computed
          in accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          11.2705% per annum), $27.01 per share if redeemed
          subsequent to July 1, 1984 but on or prior to July
          1, 1989, $26.34 per share if redeemed subsequent to
          July 1, 1989 but on or prior to July 1, 1994, and
          $25.67 per share if redeemed subsequent to July 1,
          1994, as to the Series B Preferred Stock, a
          redemption price of $28.28 per share if redeemed on
          or prior to October 1, 1984 (except that no share of
          the Series B Preferred Stock shall be redeemed prior
          to October 1, 1984 if such redemption is for the
          purpose or in anticipation of refunding such share
          through the use, directly or indirectly, of funds
          borrowed by the Corporation, or through the use,
          directly or indirectly, of funds derived through the
          issuance by the Corporation of stock ranking prior
          to or on a parity with the Series B Preferred Stock
          as to dividends or assets, if such borrowed funds
          have an effective interest cost to the Corporation
          (computed in accordance with generally accepted
          financial practice) or such stock has an effective
          dividend cost to the Corporation (so computed) of
          less than 14.6103% per annum), $27.46 per share if
          redeemed subsequent to October 1, 1984 but on or
          prior to October 1, 1989, $26.64 per share if
          redeemed subsequent to October 1, 1989 but on or
          prior to October 1, 1994, and $25.82 per share if
          redeemed subsequent to October 1, 1994, as to the
          Series C Preferred Stock, a redemption price of
          $28.80 per share if redeemed on or prior to November
          1, 1985 (except that no share of the Series C
          Preferred Stock shall be redeemed prior to November
          1, 1985 if such redemption is for the purpose or in
          anticipation of refunding such share through the
          use, directly or indirectly, of funds borrowed by
          the Corporation, or through the use, directly or
          indirectly, of funds derived through the issuance by
          the Corporation of stock ranking prior to or on a
          parity with the Series C Preferred Stock as to
          dividends or assets, if such borrowed funds have an
          effective interest cost to the Corporation (computed
          in accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          16.0616% per annum), $27.85 per share if redeemed
          subsequent to November 1, 1985 but on or prior to
          November 1, 1990, $26.90 per share if redeemed
          subsequent to November 1, 1990 but on or prior to
          November 1, 1995, and $25.95 per share if redeemed
          subsequent to November 1, 1995, as to the Series D
          Preferred Stock, a redemption price of $28.68 per
          share if redeemed on or prior to May 1, 1987 (except
          that no share of the Series D Preferred Stock shall
          be redeemed prior to May 1, 1987 if such redemption
          is for the purpose or in anticipation of refunding
          such share through the use, directly or indirectly,
          of funds borrowed by the Corporation, or through the
          use, directly or indirectly, of funds derived
          through the issuance by the Corporation of stock
          ranking prior to or on a parity with the Series D
          Preferred Stock as to dividends or assets, if such
          borrowed funds have an effective interest cost to
          the Corporation (computed in accordance with
          generally accepted financial practice) or such stock
          has an effective dividend cost to the Corporation
          (so computed) of less than 15.4233% per annum),
          $27.76 per share if redeemed subsequent to May 1,
          1987 but on or prior to May 1, 1992, $26.84 per
          share if redeemed subsequent to May 1, 1992 but on
          or prior to May 1, 1997, and $25.92 per share if
          redeemed subsequent to May 1, 1997, as to the Series
          E Preferred Stock, a redemption price of $28.16 per
          share if redeemed on or prior to February 1, 1988
          (except that no share of the Series E Preferred
          Stock shall be redeemed prior to February 1, 1988 if
          such redemption is for the purpose or in
          anticipation of refunding such share through the
          use, directly or indirectly, of funds borrowed by
          the Corporation, or through the use, directly or
          indirectly, of funds derived through the issuance by
          the Corporation of stock ranking prior to or on a
          parity with the Series E Preferred Stock as to
          dividends or assets, if such borrowed funds have an
          effective interest cost to the Corporation (computed
          in accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          13.1942% per annum), $27.37 per share if redeemed
          subsequent to February 1, 1988 but on or prior to
          February 1, 1993, $26.58 per share if redeemed
          subsequent to February 1, 1993 but on or prior to
          February 1, 1998, and $25.79 per share if redeemed
          subsequent to February 1, 1998, as to the Series F
          Preferred Stock, a redemption price of $29.80 per
          share if redeemed on or prior to August 1, 1985,
          $29.27 per share if redeemed subsequent to August 1,
          1985 but on or prior to August 1, 1986, $28.73 per
          share if redeemed subsequent to August 1, 1986 but
          on or prior to August 1, 1987, $28.20 per share if
          redeemed subsequent to August 1, 1987 but on or
          prior to August 1, 1988, $27.67 per share if
          redeemed subsequent to August 1, 1988 but on or
          prior to August 1, 1989, $27.13 per share if
          redeemed subsequent to August 1, 1989 but on or
          prior to August 1, 1990, $26.60 per share if
          redeemed subsequent to August 1, 1990 but on or
          prior to August 1, 1991, $26.07 per share if
          redeemed subsequent to August 1, 1991 but on or
          prior to August 1, 1992, $25.53 per share if
          redeemed subsequent to August 1, 1992 but on or
          prior to August 1, 1993, and $25.00 per share if
          redeemed subsequent to August 1, 1993, provided,
          however, that no share of the Series F Preferred
          Stock shall be redeemed prior to August 1, 1989 if
          such redemption is for the purpose or in
          anticipation of refunding such share through the
          use, directly or indirectly, of funds borrowed by
          the Corporation, or through the use, directly or
          indirectly, of funds derived through the issuance by
          the Corporation of stock ranking prior to or on a
          parity with the Series F Preferred Stock as to
          dividends or assets, if such borrowed funds have an
          effective interest cost to the Corporation (computed
          in accordance with generally accepted financial
          practice) or such stock has an effective dividend
          cost to the Corporation (so computed) of less than
          19.9171% per annum, and as to the Series G Preferred
          Stock, a redemption price of $25.00 per share
          (except that no share of the Series G Preferred
          Stock shall be redeemed on or before August 1,
          1996), and as to each additional series such
          redemption price or prices, with such restrictions
          or limitations, if any, on redemption or refunding,
          as shall be fixed in and by the resolution or
          resolutions of the Board of Directors of the
          Corporation providing for such series; plus, in each
          case where applicable, an amount equivalent to the
          accumulated and unpaid dividends, if any, to the
          date fixed for redemption; provided that without the
          vote of the issued and outstanding Common Stock, the
          Thirteenth Series Preferred Stock shall be subject
          to redemption as and for a sinking fund as follows:
          on November 1, 2001 (such date being hereinafter
          referred to as the "Thirteenth Series Sinking Fund
          Redemption Date"), the Corporation shall redeem, out
          of funds legally available therefor, all of the
          shares of the Thirteenth Series Preferred Stock then
          outstanding at the sinking fund redemption price of
          $100 per share plus, as to each share so redeemed,
          an amount equivalent to the accumulated and unpaid
          dividends thereon, if any, to the date of redemption
          (the obligation of the Corporation to redeem all of
          the shares of the Thirteenth Series Preferred Stock
          on the Thirteenth Series Sinking Fund Redemption
          Date or, as hereinafter provided for, on any annual
          anniversary thereof on which shares of the
          Thirteenth Series Preferred Stock are outstanding
          (each such annual anniversary being hereinafter
          referred to as the "Thirteenth Series Sinking Fund
          Redemption Date Annual Anniversary") being
          hereinafter referred to as the "Thirteenth Series
          Sinking Fund Obligation"); the Thirteenth Series
          Sinking Fund Obligation shall be cumulative and if
          on the Thirteenth Series Sinking Fund Redemption
          Date, or on any Thirteenth Series Sinking Fund
          Redemption Date Annual Anniversary, the Corporation
          shall not have funds legally available therefor
          sufficient to redeem all of the shares of the
          Thirteenth Series Preferred Stock then outstanding,
          the Thirteenth Series Sinking Fund Obligation with
          respect to the shares not redeemed shall carry
          forward to each successive Thirteenth Series Sinking
          Fund Redemption Date Annual Anniversary until all of
          the outstanding shares of the Thirteenth Series
          Preferred Stock shall have been redeemed; if on the
          Thirteenth Series Sinking Fund Redemption Date or on
          any Thirteenth Series Sinking Fund Redemption Date
          Annual Anniversary, the funds of the Corporation
          legally available for the satisfaction of the
          Thirteenth Series Sinking Fund Obligation and all
          other sinking fund and similar obligations then
          existing with respect to any other class or series
          of its stock ranking on a parity as to dividends or
          assets with the Thirteenth Series Preferred Stock
          (such Obligation and obligations collectively being
          hereinafter referred to as the "Total Sinking Fund
          Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Thirteenth Series Sinking
          Fund Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Thirteenth Series Sinking Fund Obligation to
          such Total Sinking Fund Obligation; and provided
          that without the vote of the issued and outstanding
          Common Stock, the Fourteenth Series Preferred Stock
          shall be subject to redemption as and for a sinking
          fund as follows: on February 1, 1999 (such date
          being hereinafter referred to as the "Fourteenth
          Series Sinking Fund Redemption Date"), the
          Corporation shall redeem, out of funds legally
          available therefor, all of the shares of the
          Fourteenth Series Preferred Stock then outstanding
          at the sinking fund redemption price of $100 per
          share plus, as to each share so redeemed, an amount
          equivalent to the accumulated and unpaid dividends
          thereon, if any, to the date of redemption (the
          obligation of the Corporation to redeem all of the
          shares of the Fourteenth Series Preferred Stock on
          the Fourteenth Series Sinking Fund Redemption Date
          or, as hereinafter provided for, on any annual
          anniversary thereof on which shares of the
          Fourteenth Series Preferred Stock are outstanding
          (each such annual anniversary being hereinafter
          referred to as the "Fourteenth Series Sinking Fund
          Redemption Date Annual Anniversary") being
          hereinafter referred to as the "Fourteenth Series
          Sinking Fund Obligation"); the Fourteenth Series
          Sinking Fund Obligation shall be cumulative and if
          on the Fourteenth Series Sinking Fund Redemption
          Date, or on any Fourteenth Series Sinking Fund
          Redemption Date Annual Anniversary, the Corporation
          shall not have funds legally available therefor
          sufficient to redeem all of the shares of the
          Fourteenth Series Preferred Stock then outstanding,
          the Fourteenth Series Sinking Fund Obligation with
          respect to the shares not redeemed shall carry
          forward to each successive Fourteenth Series Sinking
          Fund Redemption Date Annual Anniversary until all of
          the outstanding shares of the Fourteenth Series
          Preferred Stock shall have been redeemed; if on the
          Fourteenth Series Sinking Fund Redemption Date or on
          any Fourteenth Series Sinking Fund Redemption Date
          Annual Anniversary, the funds of the Corporation
          legally available for the satisfaction of the
          Fourteenth Series Sinking Fund Obligation and all
          other sinking fund and similar obligations then
          existing with respect to any other class or series
          of its stock ranking on a parity as to dividends or
          assets with the Fourteenth Series Preferred Stock
          (such Obligation and obligations collectively being
          hereinafter referred to as the "Total Sinking Fund
          Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Fourteenth Series Sinking
          Fund Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Fourteenth Series Sinking Fund Obligation to
          such Total Sinking Fund Obligation; and provided
          that without the vote of the issued and outstanding
          Common Stock, the Series A Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on July 1, 1984 and on each July 1
          thereafter (each such date being hereinafter
          referred to as a "Series A Sinking Fund Redemption
          Date"), for so long as any shares of the Series A
          Preferred Stock shall remain outstanding, the
          Corporation shall redeem, out of funds legally
          available therefor, 120,000 shares of the Series A
          Preferred Stock (or the number of shares then
          outstanding if less than 120,000) at the sinking
          fund redemption price of $25 per share plus, as to
          each share so redeemed, an amount equivalent to the
          accumulated and unpaid dividends thereon, if any, to
          the date of redemption (the obligation of the
          Corporation so to redeem the shares of the Series A
          Preferred Stock being hereinafter referred to as the
          "Series A Sinking Fund Obligation"); the Series A
          Sinking Fund Obligation shall be cumulative; if on
          any Series A Sinking Fund Redemption Date, the
          Corporation shall not have funds legally available
          therefor sufficient to redeem the full number of
          shares required to be redeemed on that date, the
          Series A Sinking Fund Obligation with respect to the
          shares not redeemed shall carry forward to each
          successive Series A Sinking Fund Redemption Date
          until such shares shall have been redeemed; whenever
          on any Series A Sinking Fund Redemption Date, the
          funds of the Corporation legally available for the
          satisfaction of the Series A Sinking Fund Obligation
          and all other sinking fund and similar obligations
          then existing with respect to any other class or
          series of its stock ranking on a parity as to
          dividends or assets with the Series A Preferred
          Stock (such Obligation and obligations collectively
          being hereinafter referred to as the "Total Sinking
          Fund Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Series A Sinking Fund
          Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Series A Sinking Fund Obligation to such
          Total Sinking Fund Obligation; in addition to the
          Series A Sinking Fund Obligation, the Corporation
          shall have the option, which shall be
          non-cumulative, to redeem, upon authorization of the
          Board of Directors, on each Series A Sinking Fund
          Redemption Date, at the aforesaid sinking fund
          redemption price, up to 120,000 additional shares of
          the Series A Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series A Sinking Fund Obligation on any Series A
          Sinking Fund Redemption Date any shares of the
          Series A Preferred Stock (including shares of the
          Series A Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series A
          Preferred Stock redeemed pursuant to the Series A
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series A Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series B Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on October 1, 1984 and on each October 1
          thereafter (each such date being hereinafter
          referred to as a "Series B Sinking Fund Redemption
          Date"), for so long as any shares of the Series B
          Preferred Stock shall remain outstanding, the
          Corporation shall redeem, out of funds legally
          available therefor, 80,000 shares of the Series B
          Preferred Stock (or the number of shares then
          outstanding if less than 80,000) at the sinking fund
          redemption price of $25 per share plus, as to each
          share so redeemed, an amount equivalent to the
          accumulated and unpaid dividends thereon, if any, to
          the date of redemption (the obligation of the
          Corporation so to redeem the shares of the Series B
          Preferred Stock being hereinafter referred to as the
          "Series B Sinking Fund Obligation"); the Series B
          Sinking Fund Obligation shall be cumulative; if on
          any Series B Sinking Fund Redemption Date, the
          Corporation shall not have funds legally available
          therefor sufficient to redeem the full number of
          shares required to be redeemed on that date, the
          Series B Sinking Fund Obligation with respect to the
          shares not redeemed shall carry forward to each
          successive Series B Sinking Fund Redemption Date
          until such shares shall have been redeemed; whenever
          on any Series B Sinking Fund Redemption Date, the
          funds of the Corporation legally available for the
          satisfaction of the Series B Sinking Fund Obligation
          and all other sinking fund and similar obligations
          then existing with respect to any other class or
          series of its stock ranking on a parity as to
          dividends or assets with the Series B Preferred
          Stock (such Obligation and obligations collectively
          being hereinafter referred to as the "Total Sinking
          Fund Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Series B Sinking Fund
          Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Series B Sinking Fund Obligation to such
          Total Sinking Fund Obligation; in addition to the
          Series B Sinking Fund Obligation, the Corporation
          shall have the option, which shall be
          non-cumulative, to redeem, upon authorization of the
          Board of Directors, on each Series B Sinking Fund
          Redemption Date, at the aforesaid sinking fund
          redemption price, up to 80,000 additional shares of
          the Series B Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series B Sinking Fund Obligation on any Series B
          Sinking Fund Redemption Date any shares of the
          Series B Preferred Stock (including shares of the
          Series B Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series B
          Preferred Stock redeemed pursuant to the Series B
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series B Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series C Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on November 1, 1985 and on each November 1
          thereafter (each such date being hereinafter
          referred to as a "Series C Sinking Fund Redemption
          Date"), for so long as any shares of the Series C
          Preferred Stock shall remain outstanding, the
          Corporation shall redeem, out of funds legally
          available therefor, 60,000 shares of the Series C
          Preferred Stock (or the number of shares then
          outstanding if less than 60,000) at the sinking fund
          redemption price of $25 per share plus, as to each
          share so redeemed, an amount equivalent to the
          accumulated and unpaid dividends thereon, if any, to
          the date of redemption (the obligation of the
          Corporation so to redeem the shares of the Series C
          Preferred Stock being hereinafter referred to as the
          "Series C Sinking Fund Obligation"); the Series C
          Sinking Fund Obligation shall be cumulative; if on
          any Series C Sinking Fund Redemption Date, the
          Corporation shall not have funds legally available
          therefor sufficient to redeem the full number of
          shares required to be redeemed on that date, the
          Series C Sinking Fund Obligation with respect to the
          shares not redeemed shall carry forward to each
          successive Series C Sinking Fund Redemption Date
          until such shares shall have been redeemed; whenever
          on any Series C Sinking Fund Redemption Date, the
          funds of the Corporation legally available for the
          satisfaction of the Series C Sinking Fund Obligation
          and all other sinking fund and similar obligations
          then existing with respect to any other class or
          series of its stock ranking on a parity as to divi
          dends or assets with the Series C Preferred Stock
          (such Obligation and obligations collectively being
          hereinafter referred to as the "Total Sinking Fund
          Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Series C Sinking Fund
          Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Series C Sinking Fund Obligation to such
          Total Sinking Fund Obligation; in addition to the
          Series C Sinking Fund Obligation, the Corporation
          shall have the option, which shall be
          non-cumulative, to redeem, upon authorization of the
          Board of Directors, on each Series C Sinking Fund
          Redemption Date, at the aforesaid sinking fund
          redemption price, up to 60,000 additional shares of
          the Series C Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series C Sinking Fund Obligation on any Series C
          Sinking Fund Redemption Date any shares of the
          Series C Preferred Stock (including shares of the
          Series C Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series C
          Preferred Stock redeemed pursuant to the Series C
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series C Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series D Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on May 1, 1987 and on each May 1 thereafter
          (each such date being hereinafter referred to as a
          "Series D Sinking Fund Redemption Date"), for so
          long as any shares of the Series D Preferred Stock
          shall remain outstanding, the Corporation shall
          redeem, out of funds legally available therefor,
          100,000 shares of the Series D Preferred Stock (or
          the number of shares then outstanding if less than
          100,000) at the sinking fund redemption price of $25
          per share plus, as to each share so redeemed, an
          amount equivalent to the accumulated and unpaid
          dividends thereon, if any, to the date of redemption
          (the obligation of the Corporation so to redeem the
          shares of the Series D Preferred Stock being
          hereinafter referred to as the "Series D Sinking
          Fund Obligation"); the Series D Sinking Fund
          Obligation shall be cumulative; if on any Series D
          Sinking Fund Redemption Date, the Corporation shall
          not have funds legally available therefor sufficient
          to redeem the full number of shares required to be
          redeemed on that date, the Series D Sinking Fund
          Obligation with respect to the shares not redeemed
          shall carry forward to each successive Series D
          Sinking Fund Redemption Date until such shares shall
          have been redeemed; whenever on any Series D Sinking
          Fund Redemption Date, the funds of the Corporation
          legally available for the satisfaction of the Series
          D Sinking Fund Obligation and all other sinking fund
          and similar obligations then existing with respect
          to any other class or series of its stock ranking on
          a parity as to dividends or assets with the Series D
          Preferred Stock (such Obligation and obligations
          collectively being hereinafter referred to as the
          "Total Sinking Fund Obligation") are insufficient to
          permit the Corporation to satisfy fully its Total
          Sinking Fund Obligation on that date, the
          Corporation shall apply to the satisfaction of its
          Series D Sinking Fund Obligation on that date that
          proportion of such legally available funds which is
          equal to the ratio of such Series D Sinking Fund
          Obligation to such Total Sinking Fund Obligation; in
          addition to the Series D Sinking Fund Obligation,
          the Corporation shall have the option, which shall
          be non-cumulative, to redeem, upon authorization of
          the Board of Directors, on each Series D Sinking
          Fund Redemption Date, at the aforesaid sinking fund
          redemption price, up to 100,000 additional shares of
          the Series D Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series D Sinking Fund Obligation on any Series D
          Sinking Fund Redemption Date any shares of the
          Series D Preferred Stock (including shares of the
          Series D Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series D
          Preferred Stock redeemed pursuant to the Series D
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series D Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series E Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on February 1, 1988 and on each February 1
          thereafter (each such date being hereinafter
          referred to as a "Series E Sinking Fund Redemption
          Date"), for so long as any shares of the Series E
          Preferred Stock shall remain outstanding, the
          Corporation shall redeem, out of funds legally
          available therefor, 150,000 shares of the Series E
          Preferred Stock (or the number of shares then
          outstanding if less than 150,000) at the sinking
          fund redemption price of $25 per share plus, as to
          each share so redeemed, an amount equivalent to the
          accumulated and unpaid dividends thereon, if any, to
          the date of redemption (the obligation of the
          Corporation so to redeem the shares of the Series E
          Preferred Stock being hereinafter referred to as the
          "Series E Sinking Fund Obligation"); the Series E
          Sinking Fund Obligation shall be cumulative; if on
          any Series E Sinking Fund Redemption Date, the
          Corporation shall not have funds legally available
          therefor sufficient to redeem the full number of
          shares required to be redeemed on that date, the
          Series E Sinking Fund Obligation with respect to the
          shares not redeemed shall carry forward to each
          successive Series E Sinking Fund Redemption Date
          until such shares shall have been redeemed; whenever
          on any Series E Sinking Fund Redemption Date, the
          funds of the Corporation legally available for the
          satisfaction of the Series E Sinking Fund Obligation
          and all other sinking fund and similar obligations
          then existing with respect to any other class or
          series of its stock ranking on a parity as to
          dividends or assets with the Series E Preferred
          Stock (such Obligation and obligations collectively
          being hereinafter referred to as the "Total Sinking
          Fund Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Series E Sinking Fund
          Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Series E Sinking Fund Obligation to such
          Total Sinking Fund Obligation; in addition to the
          Series E Sinking Fund Obligation, the Corporation
          shall have the option, which shall be
          non-cumulative, to redeem, upon authorization of the
          Board of Directors, on each Series E Sinking Fund
          Redemption Date, at the aforesaid sinking fund
          redemption price, up to 150,000 additional shares of
          the Series E Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series E Sinking Fund Obligation on any Series E
          Sinking Fund Redemption Date any shares of the
          Series E Preferred Stock (including shares of the
          Series E Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series E
          Preferred Stock redeemed pursuant to the Series E
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series E Sinking Fund Obligation; and provided that
          without the vote of the issued and outstanding
          Common Stock, the Series F Preferred Stock shall be
          subject to redemption as and for a sinking fund as
          follows: on August 1, 1990 and on each August 1
          thereafter (each such date being hereinafter
          referred to as a "Series F Sinking Fund Redemption
          Date"), for so long as any shares of the Series F
          Preferred Stock shall remain outstanding, the
          Corporation shall redeem, out of funds legally
          available therefor, 400,000 shares of the Series F
          Preferred Stock (or the number of shares then
          outstanding if less than 400,000) at the sinking
          fund redemption price of $25 per share plus, as to
          each share so redeemed, an amount equivalent to the
          accumulated and unpaid dividends thereon, if any, to
          the date of redemption (the obligation of the
          Corporation so to redeem the shares of the Series F
          Preferred Stock being hereinafter referred to as the
          "Series F Sinking Fund Obligation"); the Series F
          Sinking Fund Obligation shall be cumulative; if on
          any Series F Sinking Fund Redemption Date, the
          Corporation shall not have funds legally available
          therefor sufficient to redeem the full number of
          shares required to be redeemed on that date, the
          Series F Sinking Fund Obligation with respect to the
          shares not redeemed shall carry forward to each
          successive Series F Sinking Fund Redemption Date
          until such shares shall have been redeemed; whenever
          on any Series F Sinking Fund Redemption Date, the
          funds of the Corporation legally available for the
          satisfaction of the Series F Sinking Fund Obligation
          and all other sinking fund and similar obligations
          then existing with respect to any other class or
          series of its stock ranking on a parity as to
          dividends or assets with the Series F Preferred
          Stock (such Obligation and obligations collectively
          being hereinafter referred to as the "Total Sinking
          Fund Obligation") are insufficient to permit the
          Corporation to satisfy fully its Total Sinking Fund
          Obligation on that date, the Corporation shall apply
          to the satisfaction of its Series F Sinking Fund
          Obligation on that date that proportion of such
          legally available funds which is equal to the ratio
          of such Series F Sinking Fund Obligation to such
          Total Sinking Fund Obligation; in addition to the
          Series F Sinking Fund Obligation, the Corporation
          shall have the option, which shall be
          non-cumulative, to redeem, upon authorization of the
          Board of Directors, on each Series F Sinking Fund
          Redemption Date, at the aforesaid sinking fund
          redemption price, up to 400,000 additional shares of
          the Series F Preferred Stock; the Corporation shall
          be entitled, at its election, to credit against its
          Series F Sinking Fund Obligation on any Series F
          Sinking Fund Redemption Date any shares of the
          Series F Preferred Stock (including shares of the
          Series F Preferred Stock optionally redeemed at the
          aforesaid sinking fund redemption price) theretofore
          redeemed, other than shares of the Series F
          Preferred Stock redeemed pursuant to the Series F
          Sinking Fund Obligation, purchased or otherwise
          acquired and not previously credited against the
          Series F Sinking Fund Obligation.
          
          The last sentence of paragraph (H) of Part III of
     said Article 3 is amended to be and to read in its
     entirety as follows:
          
               So long as any of the Second through Fourteenth
          Series Preferred Stock or any of the Series A,
          Series B, Series C, Series D, Series E, Series F, or
          Series G Preferred Stock remains outstanding, or
          there remains outstanding any additional series of
          Preferred Stock with respect to which the resolution
          or resolutions of the Board of Directors of the
          Corporation providing for same makes this sentence
          applicable, at any time when the aggregate of all
          amounts credited subsequent to January 1, 1953 to
          the depreciation reserve account of the Corporation
          and Louisiana Power & Light Company, a Florida
          corporation, through charges to operating revenue
          deductions or otherwise on the books of the
          Corporation and Louisiana Power & Light Company, a
          Florida corporation (other than transfers out of the
          balance of surplus as of December 31, 1952), shall
          be less than the amount computed as provided in
          clause (aa) below, under requirements contained in
          the Corporation's mortgage indentures, then for the
          purposes of subparagraphs (a) and (b) above, in
          determining the earnings available for Common Stock
          dividends during any twelve-month period, the amount
          to be provided for depreciation in that period shall
          be (aa) the greater of the cumulative amount charged
          to depreciation expense on the books of the
          Corporation and Louisiana Power & Light Company, a
          Florida corporation, or the cumulative amount
          computed under requirements contained in the
          Corporation's mortgage indentures relating to
          minimum depreciation provisions (the latter
          cumulative amount being the aggregate of the largest
          amounts separately computed for entire periods of
          differing coexisting mortgage indenture
          requirements) for the period from January 1, 1953 to
          and including said twelve-month period, less (bb)
          the greater of the cumulative amount charged to
          depreciation expense on the books of the Corporation
          and Louisiana Power & Light Company, a Florida
          corporation, or the cumulative amount computed under
          requirements contained in the Corporation's mortgage
          indentures relating to minimum depreciation provi
          sions (the latter cumulative amount being the
          aggregate of the largest amounts separately computed
          for entire periods of differing coexisting mortgage
          indenture requirements) from January 1, 1953 up to
          but excluding said twelve-month period; provided
          that in the event any company other than Louisiana
          Power & Light Company, a Florida corporation, is
          merged into the Corporation, the "cumulative amount
          computed under requirements contained in the
          Corporation's mortgage indentures relating to
          minimum depreciation provisions" referred to above
          shall be computed without regard, for the period
          prior to the merger, of property acquired in the
          merger, and the "cumulative amount charged to
          depreciation expense on the books of the Corporation
          and Louisiana Power & Light Company, a Florida
          corporation", shall be exclusive of amounts provided
          for such property prior to the merger.
     
     The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of Incorpora
tion and Sections 24B(6) and 33A and E of Title 12 of the
Louisiana Revised Statutes of 1950, as amended.

     The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.

     These Articles of Amendment are executed on and dated the
27th day of January, 1992.

                              LOUISIANA POWER & LIGHT COMPANY


                              By:   /s/ Gerald D. McInvale
                                       Gerald D. McInvale,
                                     Senior Vice President


                              By:   /s/ T. O. Lind
                                      T. O. Lind, Secretary





                         ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS

     BEFORE ME, the undersigned authority, personally came and
appeared Gerald D. McInvale and T. O. Lind, to me known to be
a Senior Vice President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
     
                                 /s/ Gerald D. McInvale
                              Gerald D. McInvale,
                              Senior Vice President



                                /s/ T. O. Lind
                              T. O. Lind, Secretary

Sworn to and subscribed before me at
New Orleans, Orleans Parish, Louisiana,
on this 27th day of January, 1992.

  /s/ Melvin I. Schwartzman
    Melvin I. Schwartzman,
  Notary Public in and for the
      Parish of Orleans,
      State of Louisiana

My Commission is issued for life.


                      ARTICLES OF AMENDMENT
                             to the
         RESTATED ARTICLES OF INCORPORATION, AS AMENDED
                               of
                 LOUISIANA POWER & LIGHT COMPANY


     On October 22, 1992 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:

          Sub-paragraph (ii) of paragraph (b) of Part I of
     said Article 3 is amended to be and to read in its
     entirety as follows:
          
               (ii) Said 22,000,000 shares of $25 Preferred
          Stock shall be issuable in one or more series from
          time to time; one series of $25 Preferred Stock
          shall consist of 2,400,000 shares of 10.72%
          Preferred Stock, Cumulative, $25 par value
          (hereinafter sometimes called "Series A Preferred
          Stock"), one series of $25 Preferred Stock shall
          consist of 1,600,000 shares of 13.12% Preferred
          Stock, Cumulative, $25 par value (hereinafter
          sometimes called "Series B Preferred Stock"), one
          series of $25 Preferred Stock shall consist of
          1,200,000 shares of 15.20% Preferred Stock,
          Cumulative, $25 par value (hereinafter sometimes
          called "Series C Preferred Stock"), one series of
          $25 Preferred Stock shall consist of 2,000,000
          shares of 14.72% Preferred Stock, Cumulative, $25
          par value (hereinafter sometimes called "Series D
          Preferred Stock"), one series of $25 Preferred Stock
          shall consist of 3,000,000 shares of 12.64%
          Preferred Stock, Cumulative, $25 par value
          (hereinafter sometimes called "Series E Preferred
          Stock"), one series of $25 Preferred Stock shall
          consist of 2,000,000 shares of 19.20% Preferred
          Stock, Cumulative, $25 par value (hereinafter
          sometimes called "Series F Preferred Stock"), one
          series of $25 Preferred Stock shall consist of
          2,000,000 shares of 9.68% Preferred Stock,
          Cumulative, $25 par value (hereinafter sometimes
          called "Series G Preferred Stock"), and one series
          of $25 Preferred Stock shall consist of 1,480,000
          shares of 8% Preferred Stock, Cumulative, $25 par
          value (hereinafter sometimes called "Series H
          Preferred Stock"); and the remaining 6,320,000 of
          said shares of $25 Preferred Stock may be divided
          into and issued in additional series from time to
          time, each such additional series to be provided for
          and to be distinctively designated, and the issuance
          of the shares of each such additional series to be
          authorized, in and by a resolution or resolutions to
          be adopted by the Board of Directors of the
          Corporation in accordance with the provisions
          hereof.
          
     The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:

          The shares of each series of Preferred Stock shall
     have the same rank and shall have the same relative
     rights except with respect to such characteristics as are
     peculiar to or pertain only to the particular class of
     such series and with respect to the following
     characteristics:

               (a) The number of shares to constitute each
          such series and the distinctive designation thereof;

               (b) The annual rate or rates of dividends
          payable on shares of such series and the date from
          which such dividends shall commence to accumulate;

               (c) The amount or amounts payable upon
          redemption thereof; and

               (d) The terms and amount of the sinking fund
          requirements (if any) for the purchase or redemption
          of shares of each series of Preferred Stock other
          than the First through Tenth Series Preferred Stock;

     which different characteristics of clauses (a), (b), and
     (c) above are herein set forth with respect to the First
     through Tenth Series Preferred Stock and of clauses (a),
     (b), (c), and (d) above are herein set forth with respect
     to the Eleventh, Twelfth, Thirteenth, and Fourteenth
     Series Preferred Stock and the Series A, Series B, Series
     C, Series D, Series E, Series F, Series G and Series H
     Preferred Stock, and, with respect to each additional
     series of Preferred Stock, the designation of the class
     thereof and the different characteristics of clauses (a),
     (b), (c), and (d) above shall be set forth in the
     resolution or resolutions of the Board of Directors of
     the Corporation providing for such series.
     
     Paragraph (A) of Part III of said Article 3 is amended to
be and to read in its entirety as follows:

          (A) The Preferred Stock shall be entitled, but only
     when and as declared by the Board of Directors, out of
     funds legally available for the payment of dividends, in
     preference to the Common Stock, to dividends at the rate
     of 4.96% per annum on the First Series Preferred Stock,
     at the rate of 4.16% per annum on the Second Series
     Preferred Stock, at the rate of 4.44% per annum on the
     Third Series Preferred Stock, at the rate of 5.16% per
     annum on the Fourth Series Preferred Stock, at the rate
     of 5.40% per annum on the Fifth Series Preferred Stock,
     at the rate of 6.44% per annum on the Sixth Series
     Preferred Stock, at the rate of 9.52% per annum on the
     Seventh Series Preferred Stock, at the rate of 7.84% per
     annum on the Eighth Series Preferred Stock, at the rate
     of 7.36% per annum on the Ninth Series Preferred Stock,
     at the rate of 8.56% per annum on the Tenth Series
     Preferred Stock, at the rate of 9.44% per annum on the
     Eleventh Series Preferred Stock, at the rate of 11.48%
     per annum on the Twelfth Series Preferred Stock, at the
     rate of 8% per annum on the Thirteenth Series Preferred
     Stock, at the rate of 7% per annum on the Fourteenth
     Series Preferred Stock, at the rate of 10.72% per annum
     on the Series A Preferred Stock, at the rate of 13.12%
     per annum on the Series B Preferred Stock, at the rate of
     15.20% per annum on the Series C Preferred Stock, at the
     rate of 14.72% per annum on the Series D Preferred Stock,
     at the rate of 12.64% per annum on the Series E Preferred
     Stock, at the rate of 19.20% per annum on the Series F
     Preferred Stock, at the rate of 9.68% per annum on the
     Series G Preferred Stock, and at the rate of 8% per annum
     on the Series H Preferred Stock, of the par value
     thereof, and no more, and at such rate per annum on each
     additional series as shall be fixed in and by the
     resolution or resolutions of the Board of Directors of
     the Corporation providing for the issuance of the shares
     of such series, payable quarterly on February 1, May 1,
     August 1 and November 1 of each year to stockholders of
     record as of a date, not exceeding forty (40) days and
     not less than ten (10) days preceding such dividend
     payment dates, to be fixed by the Board of Directors,
     such dividends to be cumulative from the last date to
     which dividends upon the First through Tenth Series
     Preferred Stock of Louisiana Power & Light Company, a
     Florida corporation, are paid, with respect to the First
     through Tenth Series Preferred Stock, from November 2,
     1977 with respect to the Eleventh Series Preferred Stock,
     from March 1, 1979 with respect to the Twelfth Series
     Preferred Stock, from October 31, 1991 with respect to
     the Thirteenth Series Preferred Stock, from February 4,
     1992 with respect to the Fourteenth Series Preferred
     Stock, from July 19, 1979 with respect to the Series A
     Preferred Stock, from October 17, 1979 with respect to
     the Series B Preferred Stock, from November 6, 1980 with
     respect to the Series C Preferred Stock, from May 19,
     1982 with respect to the Series D Preferred Stock, from
     February 24, 1983 with respect to the Series E Preferred
     Stock, from August 17, 1984 with respect to the Series F
     Preferred Stock, from July 2, 1991 with respect to the
     Series G Preferred Stock, from October 29, 1992 with
     respect to the Series H Preferred Stock, and from such
     date with respect to each additional series, if made
     cumulative in and by the resolution or resolutions of the
     Board of Directors of the Corporation providing for such
     series, as shall be fixed in and by such resolution or
     resolutions, provided that, if such resolution or
     resolutions so provide, the first dividend payment date
     for any such additional series may be the dividend
     payment date next succeeding the dividend payment date
     immediately following the issuance of the shares of such
     series.
     
     The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:

          (G) Upon the affirmative vote of a majority of the
     shares of the issued and outstanding Common Stock at any
     annual meeting, or any special meeting called for that
     purpose, the Corporation may at any time redeem all of
     any series of the Preferred Stock or may from time to
     time redeem any part thereof, by paying in cash, as to
     the First Series Preferred Stock, a redemption price of
     $104.25 per share, as to the Second Series Preferred
     Stock, a redemption price of $104.21 per share, as to the
     Third Series Preferred Stock, a redemption price of
     $104.06 per share, as to the Fourth Series Preferred
     Stock, a redemption price of $104.18 per share, as to the
     Fifth Series Preferred Stock, a redemption price of
     $103.00 per share, as to the Sixth Series Preferred
     Stock, a redemption price of $102.92 per share, as to the
     Seventh Series Preferred Stock, a redemption price of
     $108.96 per share if redeemed on or prior to November 1,
     1980, $106.58 per share if redeemed subsequent to
     November 1, 1980 but on or prior to November 1, 1985, and
     $104.20 per share if redeemed subsequent to November 1,
     1985, as to the Eighth Series Preferred Stock, a
     redemption price of $107.70 per share if redeemed on or
     prior to April 1, 1981, $105.74 per share if redeemed
     subsequent to April 1, 1981 but on or prior to April 1,
     1986, and $103.78 per share if redeemed subsequent to
     April 1, 1986, as to the Ninth Series Preferred Stock, a
     redemption price of $107.04 per share if redeemed on or
     prior to January 1, 1982, $105.20 per share if redeemed
     subsequent to January 1, 1982 but on or prior to January
     1, 1987, and $103.36 per share if redeemed subsequent to
     January 1, 1987, as to the Tenth Series Preferred Stock,
     a redemption price of $107.42 per share if redeemed on or
     prior to March 1, 1984, $105.28 per share if redeemed
     subsequent to March 1, 1984 but on or prior to March 1,
     1989, and $103.14 per share if redeemed subsequent to
     March 1, 1989, as to the Eleventh Series Preferred Stock,
     a redemption price of $111.44 per share if redeemed on or
     prior to November 1, 1982 (except that no share of the
     Eleventh Series Preferred Stock shall be redeemed prior
     to November 1, 1982 if such redemption is for the purpose
     or in anticipation of refunding such share through the
     use, directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock ranking prior to or on a parity with the
     Eleventh Series Preferred Stock as to dividends or
     assets, if such borrowed funds have an effective interest
     cost to the Corporation (computed in accordance with
     generally accepted financial practice) or such stock has
     an effective dividend cost to the Corporation (so
     computed) of less than 9.4297% per annum), $109.08 per
     share if redeemed subsequent to November 1, 1982 but on
     or prior to November 1, 1987, $106.72 per share if
     redeemed subsequent to November 1, 1987 but on or prior
     to November 1, 1992, and $104.36 per share if redeemed
     subsequent to November 1, 1992, as to the Twelfth Series
     Preferred Stock, a redemption price of $113.98 per share
     if redeemed on or prior to March 1, 1984 (except that no
     share of the Twelfth Series Preferred Stock shall be
     redeemed prior to March 1, 1984 if such redemption is for
     the purpose or in anticipation of refunding such share
     through the use, directly or indirectly, of funds
     borrowed by the Corporation, or through the use, directly
     or indirectly, of funds derived through the issuance by
     the Corporation of stock ranking prior to or on a parity
     with the Twelfth Series Preferred Stock as to dividends
     or assets, if such borrowed funds have an effective
     interest cost to the Corporation (computed in accordance
     with generally accepted financial practice) or such stock
     has an effective dividend cost to the Corporation (so com
     puted) of less than 11.4560% per annum), $111.11 per
     share if redeemed subsequent to March 1, 1984 but on or
     prior to March 1, 1989, $108.24 per share if redeemed
     subsequent to March 1, 1989 but on or prior to March 1,
     1994, and $105.37 per share if redeemed subsequent to
     March 1, 1994, as to the Thirteenth Series Preferred
     Stock, a redemption price of $100.00 per share (except
     that no share of the Thirteenth Series Preferred Stock
     shall be redeemed on or before November 1, 1999), as to
     the Fourteenth Series Preferred Stock, a redemption price
     of $100.00 per share (except that no share of the
     Fourteenth Series Preferred Stock shall be redeemed on or
     before February 1, 1998), as to the Series A Preferred
     Stock, a redemption price of $27.68 per share if redeemed
     on or prior to July 1, 1984 (except that no share of the
     Series A Preferred Stock shall be redeemed prior to July
     1, 1984 if such redemption is for the purpose or in
     anticipation of refunding such share through the use,
     directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock ranking prior to or on a parity with the Series
     A Preferred Stock as to dividends or assets, if such
     borrowed funds have an effective interest cost to the
     Corporation (computed in accordance with generally
     accepted financial practice) or such stock has an
     effective dividend cost to the Corporation (so computed)
     of less than 11.2705% per annum), $27.01 per share if
     redeemed subsequent to July 1, 1984 but on or prior to
     July 1, 1989, $26.34 per share if redeemed subsequent to
     July 1, 1989 but on or prior to July 1, 1994, and $25.67
     per share if redeemed subsequent to July 1, 1994, as to
     the Series B Preferred Stock, a redemption price of
     $28.28 per share if redeemed on or prior to October 1,
     1984 (except that no share of the Series B Preferred
     Stock shall be redeemed prior to October 1, 1984 if such
     redemption is for the purpose or in anticipation of
     refunding such share through the use, directly or
     indirectly, of funds borrowed by the Corporation, or
     through the use, directly or indirectly, of funds derived
     through the issuance by the Corporation of stock ranking
     prior to or on a parity with the Series B Preferred Stock
     as to dividends or assets, if such borrowed funds have an
     effective interest cost to the Corporation (computed in
     accordance with generally accepted financial practice) or
     such stock has an effective dividend cost to the
     Corporation (so computed) of less than 14.6103% per
     annum), $27.46 per share if redeemed subsequent to
     October 1, 1984 but on or prior to October 1, 1989,
     $26.64 per share if redeemed subsequent to October 1,
     1989 but on or prior to October 1, 1994, and $25.82 per
     share if redeemed subsequent to October 1, 1994, as to
     the Series C Preferred Stock, a redemption price of
     $28.80 per share if redeemed on or prior to November 1,
     1985 (except that no share of the Series C Preferred
     Stock shall be redeemed prior to November 1, 1985 if such
     redemption is for the purpose or in anticipation of
     refunding such share through the use, directly or
     indirectly, of funds borrowed by the Corporation, or
     through the use, directly
     or indirectly, of funds derived through the issuance by
     the Corporation of stock ranking prior to or on a parity
     with the Series C Preferred Stock as to dividends or
     assets, if such borrowed funds have an effective interest
     cost to the Corporation (computed in accordance with
     generally accepted financial practice) or such stock has
     an effective dividend cost to the Corporation (so
     computed) of less than 16.0616% per annum), $27.85 per
     share if redeemed subsequent to November 1, 1985 but on
     or prior to November 1, 1990, $26.90 per share if
     redeemed subsequent to November 1, 1990 but on or prior
     to November 1, 1995, and $25.95 per share if redeemed
     subsequent to November 1, 1995, as to the Series D
     Preferred Stock, a redemption price of $28.68 per share
     if redeemed on or prior to May 1, 1987 (except that no
     share of the Series D Preferred Stock shall be redeemed
     prior to May 1, 1987 if such redemption is for the
     purpose or in anticipation of refunding such share
     through the use, directly or indirectly, of funds
     borrowed by the Corporation, or through the use, directly
     or indirectly, of funds derived through the issuance by
     the Corporation of stock ranking prior to or on a parity
     with the Series D Preferred Stock as to dividends or
     assets, if such borrowed funds have an effective interest
     cost to the Corporation (computed in accordance with
     generally accepted financial practice) or such stock has
     an effective dividend cost to the Corporation (so
     computed) of less than 15.4233% per annum), $27.76 per
     share if redeemed subsequent to May 1, 1987 but on or
     prior to May 1, 1992, $26.84 per share if redeemed
     subsequent to May 1, 1992 but on or prior to May 1, 1997,
     and $25.92 per share if redeemed subsequent to May 1,
     1997, as to the Series E Preferred Stock, a redemption
     price of $28.16 per share if redeemed on or prior to
     February 1, 1988 (except that no share of the Series E
     Preferred Stock shall be redeemed prior to February 1,
     1988 if such redemption is for the purpose or in
     anticipation of refunding such share through the use,
     directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock ranking prior to or on a parity with the Series
     E Preferred Stock as to dividends or assets, if such
     borrowed funds have an effective interest cost to the
     Corporation (computed in accordance with generally
     accepted financial practice) or such stock has an
     effective dividend cost to the Corporation (so computed)
     of less than 13.1942% per annum), $27.37 per share if
     redeemed subsequent to February 1, 1988 but on or prior
     to February 1, 1993, $26.58 per share if redeemed
     subsequent to February 1, 1993 but on or prior to
     February 1, 1998, and $25.79 per share if redeemed
     subsequent to February 1, 1998, as to the Series F
     Preferred Stock, a redemption price of $29.80 per share
     if redeemed on or prior to August 1, 1985, $29.27 per
     share if redeemed subsequent to August 1, 1985 but on or
     prior to August 1, 1986, $28.73 per share if redeemed
     subsequent to August 1, 1986 but on or prior to August 1,
     1987, $28.20 per share if redeemed subsequent to August
     1, 1987 but on or prior to August 1, 1988, $27.67 per
     share if redeemed subsequent to August 1, 1988 but on or
     prior to August 1, 1989, $27.13 per share if redeemed
     subsequent to August 1, 1989 but on or prior to August 1,
     1990, $26.60 per share if redeemed subsequent to August
     1, 1990 but on or prior to August 1, 1991, $26.07 per
     share if redeemed subsequent to August 1, 1991 but on or
     prior to August 1, 1992, $25.53 per share if redeemed
     subsequent to August 1, 1992 but on or prior to August 1,
     1993, and $25.00 per share if redeemed subsequent to
     August 1, 1993, provided, however, that no share of the
     Series F Preferred Stock shall be redeemed prior to
     August 1, 1989 if such redemption is for the purpose or
     in anticipation of refunding such share through the use,
     directly or indirectly, of funds borrowed by the
     Corporation, or through the use, directly or indirectly,
     of funds derived through the issuance by the Corporation
     of stock ranking prior to or on a parity with the Series
     F Preferred Stock as to dividends or assets, if such
     borrowed funds have an effective interest cost to the
     Corporation (computed in accordance with generally
     accepted financial practice) or such stock has an
     effective dividend cost to the Corporation (so computed)
     of less than 19.9171% per annum, as to the Series G
     Preferred Stock, a redemption price of $25.00 per share
     (except that no share of the Series G Preferred Stock
     shall be redeemed on or before August 1, 1996), and as to
     the Series H Preferred Stock, a redemption price of
     $25.00 per share (except that no share of the Series H
     Preferred Stock shall be redeemed on or before October 1,
     1997), and as to each additional series such redemption
     price or prices, with such restrictions or limitations,
     if any, on redemption or refunding, as shall be fixed in
     and by the resolution or resolutions of the Board of
     Directors of the Corporation providing for such series;
     plus, in each case where applicable, an amount equivalent
     to the accumulated and unpaid dividends, if any, to the
     date fixed for redemption; provided that without the vote
     of the issued and outstanding Common Stock, the
     Thirteenth Series Preferred Stock shall be subject to
     redemption as and for a sinking fund as follows: on
     November 1, 2001 (such date being hereinafter referred to
     as the "Thirteenth Series Sinking Fund Redemption Date"),
     the Corporation shall redeem, out of funds legally
     available therefor, all of the shares of the Thirteenth
     Series Preferred Stock then outstanding at the sinking
     fund redemption price of $100 per share plus, as to each
     share so redeemed, an amount equivalent to the
     accumulated and unpaid dividends thereon, if any, to the
     date of redemption (the obligation of the Corporation to
     redeem all of the shares of the Thirteenth Series
     Preferred Stock on the Thirteenth Series Sinking Fund
     Redemption Date or, as hereinafter provided for, on any
     annual anniversary thereof on which shares of the
     Thirteenth Series Preferred Stock are outstanding (each
     such annual anniversary being hereinafter referred to as
     the "Thirteenth Series Sinking Fund Redemption Date
     Annual Anniversary") being hereinafter referred to as the
     "Thirteenth Series Sinking Fund Obligation"); the
     Thirteenth Series Sinking Fund Obligation shall be
     cumulative and if on the Thirteenth Series Sinking Fund
     Redemption Date, or on any Thirteenth Series Sinking Fund
     Redemption Date Annual Anniversary, the Corporation shall
     not have funds legally available therefor sufficient to
     redeem all of the shares of the Thirteenth Series
     Preferred Stock then outstanding, the Thirteenth Series
     Sinking Fund Obligation with respect to the shares not
     redeemed shall carry forward to each successive
     Thirteenth Series Sinking Fund Redemption Date Annual
     Anniversary until all of the outstanding shares of the
     Thirteenth Series Preferred Stock shall have been
     redeemed; if on the Thirteenth Series Sinking Fund
     Redemption Date or on any Thirteenth Series Sinking Fund
     Redemption Date Annual Anniversary, the funds of the
     Corporation legally available for the satisfaction of the
     Thirteenth Series Sinking Fund Obligation and all other
     sinking fund and similar obligations then existing with
     respect to any other class or series of its stock ranking
     on a parity as to dividends or assets with the Thirteenth
     Series Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Thirteenth Series Sinking Fund
     Obligation on that date that proportion of such legally
     available funds which is equal to the ratio of such
     Thirteenth Series Sinking Fund Obligation to such Total
     Sinking Fund Obligation; and provided that without the
     vote of the issued and outstanding Common Stock, the
     Fourteenth Series Preferred Stock shall be subject to
     redemption as and for a sinking fund as follows: on
     February 1, 1999 (such date being hereinafter referred to
     as the "Fourteenth Series Sinking Fund Redemption Date"),
     the Corporation shall redeem, out of funds legally
     available therefor, all of the shares of the Fourteenth
     Series Preferred Stock then outstanding at the sinking
     fund redemption price of $100 per share plus, as to each
     share so redeemed, an amount equivalent to the
     accumulated and unpaid dividends thereon, if any, to the
     date of redemption (the obligation of the Corporation to
     redeem all of the shares of the Fourteenth Series
     Preferred Stock on the Fourteenth Series Sinking Fund
     Redemption Date or, as hereinafter provided for, on any
     annual anniversary thereof on which shares of the
     Fourteenth Series Preferred Stock are outstanding (each
     such annual anniversary being hereinafter referred to as
     the "Fourteenth Series Sinking Fund Redemption Date
     Annual Anniversary") being hereinafter referred to as the
     "Fourteenth Series Sinking Fund Obligation"); the
     Fourteenth Series Sinking Fund Obligation shall be
     cumulative and if on the Fourteenth Series Sinking Fund
     Redemption Date, or on any Fourteenth Series Sinking Fund
     Redemption Date Annual Anniversary, the Corporation shall
     not have funds legally available therefor sufficient to
     redeem all of the shares of the Fourteenth Series
     Preferred Stock then outstanding, the Fourteenth Series
     Sinking Fund Obligation with respect to the shares not
     redeemed shall carry forward to each successive
     Fourteenth Series Sinking Fund Redemption Date Annual
     Anniversary until all of the outstanding shares of the
     Fourteenth Series Preferred Stock shall have been
     redeemed; if on the Fourteenth Series Sinking Fund
     Redemption Date or on any Fourteenth Series Sinking Fund
     Redemption Date Annual Anniversary, the funds of the
     Corporation legally available for the satisfaction of the
     Fourteenth Series Sinking Fund Obligation and all other
     sinking fund and similar obligations then existing with
     respect to any other class or series of its stock ranking
     on a parity as to dividends or assets with the Fourteenth
     Series Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Fourteenth Series Sinking Fund
     Obligation on that date that proportion of such legally
     available funds which is equal to the ratio of such
     Fourteenth Series Sinking Fund Obligation to such Total
     Sinking Fund Obligation; and provided that without the
     vote of the issued and outstanding Common Stock, the
     Series A Preferred Stock shall be subject to redemption
     as and for a sinking fund as follows: on July 1, 1984 and
     on each July 1 thereafter (each such date being
     hereinafter referred to as a "Series A Sinking Fund
     Redemption Date"), for so long as any shares of the
     Series A Preferred Stock shall remain outstanding, the
     Corporation shall redeem, out of funds legally available
     therefor, 120,000 shares of the Series A Preferred Stock
     (or the number of shares then outstanding if less than
     120,000) at the sinking fund redemption price of $25 per
     share plus, as to each share so redeemed, an amount
     equivalent to the accumulated and unpaid dividends
     thereon, if any, to the date of redemption (the
     obligation of the Corporation so to redeem the shares of
     the Series A Preferred Stock being hereinafter referred
     to as the "Series A Sinking Fund Obligation" ); the
     Series A Sinking Fund Obligation shall be cumulative; if
     on any Series A Sinking Fund Redemption Date, the
     Corporation shall not have funds legally available
     therefor sufficient to redeem the full number of shares
     required to be redeemed on that date, the Series A
     Sinking Fund Obligation with respect to the shares not
     redeemed shall carry forward to each successive Series A
     Sinking Fund Redemption Date until such shares shall have
     been redeemed; whenever on any Series A Sinking Fund
     Redemption Date, the funds of the Corporation legally
     available for the satisfaction of the Series A Sinking
     Fund Obligation and all other sinking fund and similar
     obligations then existing with respect to any other class
     or series of its stock ranking on a parity as to
     dividends or assets with the Series A Preferred Stock
     (such Obligation and obligations collectively being
     hereinafter referred to as the "Total Sinking Fund
     Obligation") are insufficient to permit the Corporation
     to satisfy fully its Total Sinking Fund Obligation on
     that date, the Corporation shall apply to the
     satisfaction of its Series A Sinking Fund Obligation on
     that date that proportion of such legally available funds
     which is equal to the ratio of such Series A Sinking Fund
     Obligation to such Total Sinking Fund Obligation; in
     addition to the Series A Sinking Fund Obligation, the
     Corporation shall have the option, which shall be
     non-cumulative, to redeem, upon authorization of the
     Board of Directors, on each Series A Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 120, 000 additional shares of the Series A
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series A Sinking Fund
     Obligation on any Series A Sinking Fund Redemption Date
     any shares of the Series A Preferred Stock (including
     shares of the Series A Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series A
     Preferred Stock redeemed pursuant to the Series A Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series A Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series B
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on October 1, 1984 and on each
     October 1 thereafter (each such date being hereinafter
     referred to as a "Series B Sinking Fund Redemption
     Date"), for so long as any shares of the Series B
     Preferred Stock shall remain outstanding, the Corporation
     shall redeem, out of funds legally available therefor,
     80,000 shares of the Series B Preferred Stock (or the
     number of shares then outstanding if less than 80,000) at
     the sinking fund redemption price of $25 per share plus,
     as to each share so redeemed, an amount equivalent to the
     accumulated and unpaid dividends thereon, if any, to the
     date of redemption (the obligation of the Corporation so
     to redeem the shares of the Series B Preferred Stock
     being hereinafter referred to as the "Series B Sinking
     Fund Obligation"); the Series B Sinking Fund Obligation
     shall be cumulative; if on any Series B Sinking Fund
     Redemption Date, the Corporation shall not have funds
     legally available therefor sufficient to redeem the full
     number of shares required to be redeemed on that date,
     the Series B Sinking Fund Obligation with respect to the
     shares not redeemed shall carry forward to each
     successive Series B Sinking Fund Redemption Date until
     such shares shall have been redeemed; whenever on any
     Series B Sinking Fund Redemption Date, the funds of the
     Corporation legally available for the satisfaction of the
     Series B Sinking Fund Obligation and all other sinking
     fund and similar obligations then existing with respect
     to any other class or series of its stock ranking on a
     parity as to dividends or assets with the Series B
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series B Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series B
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series B Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorization of
     the Board of Directors, on each Series B Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 80,000 additional shares of the Series B
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series B Sinking Fund
     Obligation on any Series B Sinking Fund Redemption Date
     any shares of the Series B Preferred Stock (including
     shares of the Series B Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series B
     Preferred Stock redeemed pursuant to the Series B Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series B Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series C
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on November 1, 1985 and on
     each November 1 thereafter (each such date being
     hereinafter referred to as a "Series C Sinking Fund
     Redemption Date"), for so long as any shares of the
     Series C Preferred Stock shall remain outstanding, the
     Corporation shall redeem, out of funds legally available
     therefor, 60,000 shares of the Series C Preferred Stock
     (or the number of shares then outstanding if less than
     60,000) at the sinking fund redemption price of $25 per
     share plus, as to each share so redeemed, an amount
     equivalent to the accumulated and unpaid dividends
     thereon, if any, to the date of redemption (the
     obligation of the Corporation so to redeem the shares of
     the Series C Preferred Stock being hereinafter referred
     to as the "Series C Sinking Fund Obligation"); the Series
     C Sinking Fund Obligation shall be cumulative; if on any
     Series C Sinking Fund Redemption Date, the Corporation
     shall not have funds legally available therefor
     sufficient to redeem the full number of shares required
     to be redeemed on that date, the Series C Sinking Fund
     Obligation with respect to the shares not redeemed shall
     carry forward to each successive Series C Sinking Fund
     Redemption Date until such shares shall have been
     redeemed; whenever on any Series C Sinking Fund
     Redemption Date, the funds of the Corporation legally
     available for the satisfaction of the Series C Sinking
     Fund Obligation and all other sinking fund and similar
     obligations then existing with respect to any other class
     or series of its stock ranking on a parity as to
     dividends or assets with the Series C Preferred Stock
     (such Obligation and obligations collectively being
     hereinafter referred to as the "Total Sinking Fund
     Obligation") are insufficient to permit the Corporation
     to satisfy fully its Total Sinking Fund Obligation on
     that date, the Corporation shall apply to the
     satisfaction of its Series C Sinking Fund Obligation on
     that date that proportion of such legally available funds
     which is equal to the ratio of such Series C Sinking Fund
     Obligation to such Total Sinking Fund Obligation; in
     addition to the Series C Sinking Fund Obligation, the
     Corporation shall have the option, which shall be
     non-cumulative, to redeem, upon authorization of the
     Board of Directors, on each Series C Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 60,000 additional shares of the Series C
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series C Sinking Fund
     Obligation on any Series C Sinking Fund Redemption Date
     any shares of the Series C Preferred Stock (including
     shares of the Series C Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series C
     Preferred Stock redeemed pursuant to the Series C Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series C Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series D
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on May 1, 1987 and on each May
     1 thereafter (each such date being hereinafter referred
     to as a "Series D Sinking Fund Redemption Date"), for so
     long as any shares of the Series D Preferred Stock shall
     remain outstanding, the Corporation shall redeem, out of
     funds legally available therefor, 100,000 shares of the
     Series D Preferred Stock (or the number of shares then
     outstanding if less than 100,000) at the sinking fund
     redemption price of $25 per share plus, as to each share
     so redeemed, an amount equivalent to the accumulated and
     unpaid dividends thereon, if any, to the date of
     redemption (the obligation of the Corporation so to
     redeem the shares of the Series D Preferred Stock being
     hereinafter referred to as the "Series D Sinking Fund
     Obligation"); the Series D Sinking Fund Obligation shall
     be cumulative; if on any Series D Sinking Fund Redemption
     Date, the Corporation shall not have funds legally
     available therefor sufficient to redeem the full number
     of shares required to be redeemed on that date, the
     Series D Sinking Fund Obligation with respect to the
     shares not redeemed shall carry forward to each
     successive Series D Sinking Fund Redemption Date until
     such shares shall have been redeemed; whenever on any
     Series D Sinking Fund Redemption Date, the funds of the
     Corporation legally available for the satisfaction of the
     Series D Sinking Fund Obligation and all other sinking
     fund and similar obligations then existing with respect
     to any other class or series of its stock ranking on a
     parity as to dividends or assets with the Series D
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series D Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series D
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series D Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorization of
     the Board of Directors, on each Series D Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 100,000 additional shares of the Series D
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series D Sinking Fund
     Obligation on any Series D Sinking Fund Redemption Date
     any shares of the Series D Preferred Stock (including
     shares of the Series D Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series D
     Preferred Stock redeemed pursuant to the Series D Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series D Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series E
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on February 1, 1988 and on
     each February 1 thereafter (each such date being
     hereinafter referred to as a "Series E Sinking Fund
     Redemption Date"), for so long as any shares of the
     Series E Preferred Stock shall remain outstanding, the
     Corporation shall redeem, out of funds legally available
     therefor, 150,000 shares of the Series E Preferred Stock
     (or the number of shares then outstanding if less than
     150,000) at the sinking fund redemption price of $25 per
     share plus, as to each share so redeemed, an amount
     equivalent to the accumulated and unpaid dividends
     thereon, if any, to the date of redemption (the
     obligation of the Corporation so to redeem the shares of
     the Series E Preferred Stock being hereinafter referred
     to as the "Series E Sinking Fund Obligation"); the Series
     E Sinking Fund Obligation shall be cumulative; if on any
     Series E Sinking Fund Redemption Date, the Corporation
     shall not have funds legally available therefor
     sufficient to redeem the full number of shares required
     to be redeemed on that date, the Series E Sinking Fund
     Obligation with respect to the shares not redeemed shall
     carry forward to each successive Series E Sinking Fund
     Redemption Date until such shares shall have been
     redeemed; whenever on any Series E Sinking Fund
     Redemption Date, the funds of the Corporation legally
     available for the satisfaction of the Series E Sinking
     Fund Obligation and all other sinking fund and similar
     obligations then existing with respect to any other class
     or series of its stock ranking on a parity as to
     dividends or assets with the Series E Preferred Stock
     (such Obligation and obligations collectively being
     hereinafter referred to as the "Total Sinking Fund
     Obligation") are insufficient to permit the Corporation
     to satisfy fully its Total Sinking Fund Obligation on
     that date, the Corporation shall apply to the
     satisfaction of its Series E Sinking Fund Obligation on
     that date that proportion of such legally available funds
     which is equal to the ratio of such Series E Sinking Fund
     Obligation to such Total Sinking Fund Obligation; in
     addition to the Series E Sinking Fund Obligation, the
     Corporation shall have the option, which shall be
     non-cumulative, to redeem, upon authorization of the
     Board of Directors, on each Series E Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 150,000 additional shares of the Series E
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series E Sinking Fund
     Obligation on any Series E Sinking Fund Redemption Date
     any shares of the Series E Preferred Stock (including
     shares of the Series E Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series E
     Preferred Stock redeemed pursuant to the Series E Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series E Sinking Fund
     Obligation; and provided that without the vote of the
     issued and outstanding Common Stock, the Series F
     Preferred Stock shall be subject to redemption as and for
     a sinking fund as follows: on August 1, 1990 and on each
     August 1 thereafter (each such date being hereinafter
     referred to as a "Series F Sinking Fund Redemption
     Date"), for so long as any shares of the Series F
     Preferred Stock shall remain outstanding, the Corporation
     shall redeem, out of funds legally available therefor,
     400,000 shares of the Series F Preferred Stock (or the
     number of shares then outstanding if less than 400,000)
     at the sinking fund redemption price of $25 per share
     plus, as to each share so redeemed, an amount equivalent
     to the accumulated and unpaid dividends thereon, if any,
     to the date of redemption (the obligation of the
     Corporation so to redeem the shares of the Series F
     Preferred Stock being hereinafter referred to as the
     "Series F Sinking Fund Obligation"); the Series F Sinking
     Fund Obligation shall be cumulative; if on any Series F
     Sinking Fund Redemption Date, the Corporation shall not
     have funds legally available therefor sufficient to
     redeem the full number of shares required to be redeemed
     on that date, the Series F Sinking Fund Obligation with
     respect to the shares not redeemed shall carry forward to
     each successive Series F Sinking Fund Redemption Date
     until such shares shall have been redeemed; whenever on
     any Series F Sinking Fund Redemption Date, the funds of
     the Corporation legally available for the satisfaction of
     the Series F Sinking Fund Obligation and all other
     sinking fund and similar obligations then existing with
     respect to any other class or series of its stock ranking
     on a parity as to dividends or assets with the Series F
     Preferred Stock (such Obligation and obligations
     collectively being hereinafter referred to as the "Total
     Sinking Fund Obligation") are insufficient to permit the
     Corporation to satisfy fully its Total Sinking Fund
     Obligation on that date, the Corporation shall apply to
     the satisfaction of its Series F Sinking Fund Obligation
     on that date that proportion of such legally available
     funds which is equal to the ratio of such Series F
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the Series F Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be non-cumulative, to redeem, upon authorization of
     the Board of Directors, on each Series F Sinking Fund
     Redemption Date, at the aforesaid sinking fund redemption
     price, up to 400,000 additional shares of the Series F
     Preferred Stock; the Corporation shall be entitled, at
     its election, to credit against its Series F Sinking Fund
     Obligation on any Series F Sinking Fund Redemption Date
     any shares of the Series F Preferred Stock (including
     shares of the Series F Preferred Stock optionally
     redeemed at the aforesaid sinking fund redemption price)
     theretofore redeemed, other than shares of the Series F
     Preferred Stock redeemed pursuant to the Series F Sinking
     Fund Obligation, purchased or otherwise acquired and not
     previously credited against the Series F Sinking Fund
     Obligation.
          
     The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
     
          So long as any of the Second through Fourteenth
     Series Preferred Stock or any of the Series A, Series B,
     Series C, Series D, Series E, Series F, Series G or
     Series H Preferred Stock remains outstanding, or there
     remains outstanding any additional series of Preferred
     Stock with respect to which the resolution or resolutions
     of the Board of Directors of the Corporation providing
     for same makes this sentence applicable, at any time when
     the aggregate of all amounts credited subsequent to
     January 1, 1953 to the depreciation reserve account of
     the Corporation and Louisiana Power & Light Company, a
     Florida corporation, through charges to operating revenue
     deductions or otherwise on the books of the Corporation
     and Louisiana Power & Light Company, a Florida
     corporation (other than transfers out of the balance of
     surplus as of December 31, 1952), shall be less than the
     amount computed as provided in clause (aa) below, under
     requirements contained in the Corporation's mortgage
     indentures, then for the purposes of subparagraphs (a)
     and (b) above, in determining the earnings available for
     Common Stock dividends during any twelve-month period,
     the amount to be provided for depreciation in that period
     shall be (aa) the greater of the cumulative amount
     charged to depreciation expense on the books of the
     Corporation and Louisiana Power & Light Company, a
     Florida corporation, or the cumulative amount computed
     under requirements contained in the Corporation's
     mortgage indentures relating to minimum depreciation
     provisions (the latter cumulative amount being the
     aggregate of the largest amounts separately computed for
     entire periods of differing coexisting mortgage indenture
     requirements) for the period from January 1, 1953 to and
     including said twelve-month period, less (bb) the greater
     of the cumulative amount charged to depreciation expense
     on the books of the Corporation and Louisiana Power &
     Light Company, a Florida corporation, or the cumulative
     amount computed under requirements contained in the
     Corporation's mortgage indentures relating to minimum
     depreciation provisions (the latter cumulative amount
     being the aggregate of the largest amounts separately
     computed for entire periods of differing coexisting
     mortgage indenture requirements) from January 1, 1953 up
     to but excluding said twelve-month period; provided that
     in the event any company other than Louisiana Power &
     Light Company, a Florida corporation, is merged into the
     Corporation, the "cumulative amount computed under
     requirements contained in the Corporation's mortgage
     indentures relating to minimum depreciation provisions"
     referred to above shall be computed without regard, for
     the period prior to the merger, of property acquired in
     the merger, and the "cumulative amount charged to
     depreciation expense on the books of the Corporation and
     Louisiana Power & Light Company, a Florida corporation",
     shall be exclusive of amounts provided for such property
     prior to the merger.
     
     The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.
     
     The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
 
     These Articles of Amendment are executed on and dated the
22nd day of October, 1992.

                         LOUISIANA POWER & LIGHT COMPANY

                         By:  /s/ Gerald D. McInvale
                                 Gerald D. McInvale
                                Senior Vice President


                         By:   /s/ Gary L. Florreich
                               Gary L. Florreich,
                              Assistant Secretary and
                                Assistant Treasurer





                         ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS

     BEFORE ME, the undersigned authority, personally came and
appeared Gerald D. McInvale and Gary L. Florreich, to me known
to be a Senior Vice President and an Assistant Secretary and
Assistant Treasurer, respectively, of Louisiana Power & Light
Company and the persons who executed the foregoing instrument
in such capacities, and who, after first being duly sworn by
me, did declare and acknowledge that they signed and executed
the foregoing instrument in such capacities for and in the
name of the said Louisiana Power & Light Company, as its and
their free act and deed, being thereunto duly authorized.
     
                         /s/ Gerald D. McInvale
                         Gerald D. McInvale,
                         Senior Vice President



                         /s/ Gary L. Florreich
                         Gary L. Florreich,
                         Assistant Secretary and
                          Assistant Treasurer

Sworn to and subscribed before me at
New Orleans, Orleans Parish, Louisiana,
on this 22nd day of October, 1992.


    /s/ Charles McChord Carrico
      Charles McChord Carrico,
       Notary Public, Parish
   of Orleans, State of Louisiana

My Commission is issued for life.



                      ARTICLES OF AMENDMENT
                             TO THE
      RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
                               OF
                 LOUISIANA POWER & LIGHT COMPANY
                                
                                
     On May 5, 1994, the shareholders of Louisiana Power & Light

Company, a corporation organized and existing under the laws of

the State of Louisiana, by a resolution unanimously adopted by

all of the shareholders of said corporation entitled to vote on

the matter, amended the first sentence of the first paragraph of

Article 5 of the Restatement of Articles of Incorporation, as

amended, of said corporation to read in its entirety as follows:



                           "ARTICLE 5
     
     The Board of Directors shall consist of such number of
     directors as shall be determined from time to time as
     provided in this Article 5.  Directors shall be elected
     at each annual meeting of stockholders and, subject to
     the provisions of Article 3 hereof, each director so
     elected shall hold office until the next annual meeting
     of stockholders and until his successor is elected and
     qualified.  The stockholders or the Board of Directors
     shall have the power from time to time to fix the
     number of directors of the corporation, provided that
     the number so fixed shall not be less than three (3)
     and not more than fifteen (15).  If the number of
     directors is increased, the additional directors may,
     to the extent permitted by law and subject to the
     provisions of Article 3 hereof, be elected by the
     stockholders or by a majority of the directors in
     office at the time of the increase, or, if not so
     elected prior to the next annual meeting of
     stockholders, such additional directors shall be
     elected at such annual meeting.  If the number of
     directors is decreased and the decrease does not exceed
     the number of vacancies in the Board then existing,
     then, subject to the provisions of Article 3 hereof,
     the stockholders or the Board of Directors may provide
     that it shall become effective forthwith; and to the
     extent that the decrease does exceed such number of
     vacancies, the stockholders or the Board of Directors
     may provide that it shall not become effective until
     the next election of directors by the stockholders.  If
     the Board of Directors shall fail to adopt a resolution
     which fixes initially the number of directors, the
     number of directors shall be nine (9).  If, after the
     number of directors shall have been fixed by such
     resolution, such resolution shall be ineffective or
     shall cease to be in effect for any cause other than by
     being superseded by another such resolution, the number
     of directors shall be that number specified in the
     latest of such resolutions, whether or not such
     resolution continues in effect."
     
     The Restatement of Articles of Incorporation, as amended, of

the said Louisiana Power & Light Company was amended by its

shareholders as aforesaid by the Unanimous Written Consent to

such corporate action of all of the shareholders of said

corporation entitled to vote thereon, signed and executed on May

5, 1994, in accordance with and pursuant to the authority granted

in and by the laws of the State of Louisiana and particularly,

but not by way of limitation, Section 76 of Title 12 of the

Louisiana Revised Statutes of 1950, as amended, the said

Unanimous Written Consent having been signed and executed on the

date aforesaid by Entergy Corporation, which was then and is now

the sole owner and shareholder of record of 165,173,180 shares of

the Common Stock of the said Louisiana Power & Light Company,

said 165,173,180 shares being all of the outstanding Common Stock

of the said Louisiana Power & Light Company and said Common Stock

having all of the voting power and being all of the capital stock

of the said Louisiana Power & Light Company entitled to vote on

the foregoing amendment to its Restatement of Articles of

Incorporation, as amended; and in and by said Unanimous Written

Consent the said Entergy Corporation affirmatively voted all of

said stock in favor of, authorized, consented to, approved and

constituted as the corporate action of the said Louisiana Power &

Light Company, the amendment of its Restatement of Articles of

Incorporation, as amended, as hereinabove set forth.

     The Restatement of Articles of Incorporation of said

Louisiana Power & Light Company, as heretofore amended, was not

amended in any other respect than as set forth hereinabove, and

all of the provisions of said Restatement of Articles of

Incorporation, as heretofore amended and as amended as

hereinabove set forth, relating in any way to the shares of stock

of said Louisiana Power & Light Company are incorporated and

stated in these Articles of Amendment by reference.

     These Articles of Amendment are executed on and dated the

21st day of July, 1994.



                    LOUISIANA POWER & LIGHT COMPANY


                    By       /s/ Glenn E. Harder
                        Glenn E. Harder, Vice President


                    By    /s/ Christopher T. Screen
                        Christopher T. Screen, Assistant Secretary



                                
                         ACKNOWLEDGMENT
                                
                                
STATE OF LOUISIANA

PARISH OF ORLEANS


     BEFORE ME, the undersigned authority, personally came and
appeared Glenn E. Harder and Christopher T. Screen, to me known
and known to me to be a Vice President and the Assistant
Secretary, respectively, of Louisiana Power & Light Company and
the persons who executed the foregoing instrument in such
capacities, and who, after first being duly sworn by me, did
declare and acknowledge that they signed and executed the
foregoing instrument in such capacities for and in the name of
the said Louisiana Power & Light Company, as its and their free
act and deed, being thereunto duly authorized.



                             /s/ Glenn E. Harder
                         Glenn E. Harder, Vice President
                         Louisiana Power & Light Company



                           /s/ Christopher T. Screen
                         Christopher T. Screen,
                           Assistant Secretary
                         Louisiana Power & Light Company


Sworn to and subscribed before me at
New Orleans, Louisiana, on this 21st day
of July 1994.



     /s/ Mary H. Tooke
         Notary Public
My commission is issued for life.

                                                 Exhibit 3(b)
                                
               RESTATED ARTICLES OF INCORPORATION
                                
                               OF

                MISSISSIPPI POWER & LIGHT COMPANY


    Pursuant to the provisions of Section 64 of the
Misissippi Business Corporation Law (Section 79-3-127,
Mississippi Code of 1972, as amended), the undersigned
Corporation adopts the following Restated Articles of In
corporation:
    
     FIRST: The name of the Corporation is MISSISSIPPI POWER
& LIGHT COMPANY.

     SECOND: The period of its duration is ninety-nine (99)
years.

     THIRD: The purpose or purposes which the Corporation is
authorized to pursue are:

     To acquire, buy, hold, own, sell, lease, exchange,
dispose of, finance, deal in, construct, build, equip,
improve, use, operate, maintain and work upon:

        (a) Any and all kinds of plants and systems for the
     manufacture, production, storage, utilization, purchase,
     sale, supply, transmission, distribution or disposition
     of electricity, natural or artificial gas, water or
     steam, or power produccd tbereby, or of ice and
     refrigeration of any and every kind;
        
        (b) Any and all kinds of telephone, telegraph,
     radio, wireless and other systems, facilities and
     devices for the receipt and transmission of sounds and
     signals, any and all kinds of interurban, city and
     street railways and railroads and bus lines for the
     transportation of passengers and/or freight,
     transmission lines, systems, appliances, equipment and
     devices and tracks, stations, buildings and other
     structures and facilities;
        
        (c) Any and all kinds of works, power plants,
     manufactories, structures, substations, systems, tracks,
     machinery, generators, motors, lamps, poles, pipes,
     wires, cables, conduits, apparatus, devices, equipment,
     supplies, articles and merchandise of every kind
     pertaining to or in anywise connected with the
     construction, operation or maintenance of telephone,
     telegraph, radio, wireless and other systems, facilities
     and devices for the receipt and transmission of sounds
     and signals, or of interurban, city and street railways
     and railroads and bus lines, or in anywise connected
     with or pertaining to the manufacture, production,
     purchase, use, sale, supply, transmission, distribution,
     regulation, control or application of electricity,
     natural or artificial gas, water, steam, ice,
     refrigeration and power or any other purposes;
        
     To acquire, buy, hold, own, sell, lease, exchange,
dispose of, transmit, distribute, deal in, use, manufacture,
produce, furnish and supply street and interurban railway and
bus service, electricity, natural or artificial gas, light,
heat, ice, refrigeration, water and steam in any form and for
any purposes whatsoever, and any power or force or energy in
any form and for any purposes whatsoever;
    
    To buy, sell, manufacture, produce and generally deal in
milk, cream and any articles or substances used or usable in
or in connection with the manufacture and production of ice
cream, ices, beverages and soda fountain supplies; to buy,
sell, manufacture, produce and generally deal in ice cream
and ices;
    
     To acquire, organize, assemble, develop, build up and
operate constructing and operating and other organizations
and systems, and to hire, sell, lease, exchange, turn over,
deliver and dispose of such organizations and systems in
whole or in part and as going organizations and systems and
otherwise, and to enter into and perform contracts,
agreements and undertakings of any kind in connection with
any or all the foregoing powers;

     To do a general contracting business;

     To purchase, acquire, develop, mine, explore, drill,
hold, own and dispose of lands, interests in and rights with
respect to lands and waters and fixed and movable property;

     To borrow money and contract debts when necessary for
the transaction of the business of the Corporation or for the
exercise of its corporate rights, privileges or franchises or
for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures and
other obligations and evidences of indebtedness payable at a
specified time or times or payable upon the happening of a
specified event or events, whether secured by mortgage,
pledge or otherwise or unsecured, for money borrowed or in
payment for property purchased or acquired or any other
lawful objects;

     To guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the
capital stock of, or any bonds, securities or evidences of
indebtedness created by, any other corporation or
corporations of the State of Mississippi or any other state
or government and, while the owner of such stock, to exercise
all the rights, powers and privileges of individual ownership
with respect thereto including the right to vote thereon, and
to consent and otherwise act with respect thereto;

     To aid in any manner any corporation or association,
domestic or foreign, or any firm or individual, any shares of
stock in which or any bonds, debentures, notes, securities,
evidences of indebtedness, contracts or obligations of which
are held by or for the Corporation or in which or in the
welfare of which the Corporation shall have any interest, and
to do any acts designed to protect, preserve, improve or
enhance the value of any property at any time held or
controlled by the Corporation, or in which it may be at any
time interested; and to organize or promote or facilitate the
organization of subsidiary companies;

     To purchase, hold, sell and transfer shares of its own
capital stock, provided that the Corporation shall not
purchase its own shares of capital stock except frorn surplus
of its assets over its liabilities including capital; and
provided, further, that the shares of its own capital stock
owned by the Corporation shall not be voted upon directly or
indirectly nor counted as outstanding for the purposes of any
stockholders' quorum or vote;

     In any manner to acquire, enjoy, utilize and to dispose
of patents, copyrights and trade-marks and any licenses or
other rights or interests therein and thereunder:
    
    To purchase, acquire, hold, own or dispose of franchises,
concessions, consents, privileges and licenses necessary for
and in its opinion useful or desirable for or in connection
with the foregoing powers;
    
     To do all and everything necessary and proper for the
accomplishment of the objects enumerated in these Restated
Articles of Incorporation or any amendment thereof or
necessary or incidental to the protection and benefits of the
Corporation, and in general to carry on any lawful business
necessary or not incidental to the attainment of the objects
of the Corporation whether or not such business is similar in
nature to the objects set forth in these Restated Articles of
Incorporation or any amendment thereof.

     To do any or all things herein set forth, to the same
extent and as fully as natural persons might or could do, and
in any part of the world, and as principal, agent, contractor
or otherwise, and either alone or in conjunction with any
other persons, firms, associations or corporations;

     To conduct its business in all its branches in the State
of Mississippi, other states, the District of Columbia, the
territories and colonies of the United States, and any
foreign countries, and to have one or more offices out of the
State of Mississippi and to hold, purchase, mortgage and
convey real and personal property both within and without the
State of Mississippi; provided, however, that the Corporation
shall not exercise any of the powers set forth herein for the
purpose of engaging in business as a street railway,
telegraph or telephone company unless prior tbereto this
Article Third shall have been amended to set forth a
description of the line and the points it will traverse.

     FOURTH: The aggregate number of shares which the
Corporation shall have authority to issue is 17,004,478
shares, divided into 2,004,476 shares of Preferred Stock of
the par value of $100 per share and 15,000,000 shares of
Common Stock without par value.

     The preferences, limitations and relative rights in
respect of the shares of each class and the variations in the
relative rights and preferences as between series of any
preferred or special class in series are as follows:

     The Preferred Stock shall be issuable in one or more
series from tirne to time and the shares of each series shall
have the same rank and be identical with each other and shall
have the same relative rights except with respect to the
following:
        
        (a) The number of shares to constitute each such
     series and the distinctive designation thereof;
        
        (b) The annual rate or rates of dividends payable on
     shares of such series, the dates on which dividends
     shall be paid in each year and the date from which such
     dividends shall commence to accumulate;
        
        (c) The amount or amounts payable upon redemption
     thereof; and
        
        (d) The sinking fund provisions, if any, for the
     redemption or purchase of shares;

which different characterics of clauses (a), (b), (c) and (d)
above may be stated and expressed with respect to each series
in the resolution or resolutions providing for the issue of
such series adopted by the Board of Directors or in these
Restated Articles of Incorporation of any amendment thereof.

     A series of 60,000 shares of Preferred Stock shall:

        (a) be designated "4.36% Preferred Stock Cumulative,
     $100 Par Value";
        
        (b) have a dividend rate of $4.36 per share per
     annum payable quarterly on February 1, May 1, August 1
     and November 1 of each year, the first dividend date to
     be February 1, 1963, and such dividends to be cumulative
     from the last date to which dividends upon the 4.36%
     Preferred Stock Cumulative, $100 Par Value, of
     Mississippi Power & Light Company, a Florida
     corporation, are paid;
        
        (c) be subject to redemption in the manner provided
     herein with respect to the Preferred Stock at the price
     of $105.36 per share if redeemed on or before February
     1, 1964, and of $103.88 per share if redeemed after
     February 1, 1964, in each case plus an amount equivalent
     to the accumulated and unpaid dividends thereon, if any,
     to the date fixed for redemption.

A series of 44,476 shares of the Preferred Stock shall:

        (a) be designated "4.56% Preferred Stock,
     Cumulative, $100 Par Value";
        
        (b) have a dividend rate of $4.56 per share per
     annum payable quarterly on February 1, May 1, August 1
     and November 1 of each year, the first dividend date to
     be February 1, 1963, and such dividends to be cumulative
     from the last date to which dividends upon the 4.56%
     Preferred Stock, Cumulative, $100 Par Value, of
     Mississippi Power & Light Company, a Florida
     corporation, are paid; and
        
        (c) be subject to redemption in the manner provided
     herein with respect to the Preferred Stock at the price
     of $108.50 per share if redeemed on or before November
     1, l964, and of $107.00 per share if redeemed after
     November 1, 1964, in each case plus an amount equivalent
     to the accumulated and unpaid dividends thereon, if any,
     to the date fixed for redemption.

A series of 100,000 shares of the Preferred Stock shall:

        (a) be designated "4.92% Preferred Stock,
     Cumulative, $100 Par Value";
        
        (b) have a dividend rate of $4.92 per share per
     annum payable quarterly on February 1, May 1, August 1
     and November 1 of each year, the first dividend date to
     be February 1, 1966, and such dividends to be cumulative
     from the date of issue of said series; and
        
        (c) be subject to redemption at the price of $106.30
     per share if redeemed on or before January 1, 1971, of
     $104.38 per share if redeemed after January 1, 1971 and
     on or before January 1, 1976, and of $102.88 per share
     if redeemed after January 1, 1976, in each case plus an
     amount equivalent to the accumulated and unpaid
     dividends thereon, if any, to the date fixed for
     redemption.

A series of 75,000 shares of the Preferred Stock shall:

        (a) be designated "9.16% Preferred Stock,
     Cumulative, $100 Par Value";
        
        (b) have a dividend rate of $9.16 per share per
     annum payable quarterly on February 1, May 1, August 1
     and November 1 of each year, the first dividend date to
     be November 1, 1970, and such dividends to be cumulative
     from the date of issue of said series; and
        
        (c) be subject to redemption at the price of $110.93
     per share if redeemed on or before August 1, 1975, of
     $108.64 per share if redeemed after August 1, 1975 and
     on or before August 1, 1980, of $106.35 per share if
     redeemed after August 1, 1980 and on or before August 1,
     1985, and of $104.06 per share if redeemed after August
     1, 1985, in each case plus an amount equivalent to the
     accumulated and unpaid dividends thereon, if any, to the
     date fixed for redemption; provided, however, that no
     share of the 9.16% Preferred Stock, Cumulative, $100 Par
     Value, shall be redeemed prior to August 1, 1975 if such
     redemption is for the purpose or in anticipation of
     refunding such share through the use, directly or
     indirectly, of funds borrowed by the Corporation, or
     through the use, directly or indirectly, of funds
     derived through the issuance by the Corporation of stock
     ranking prior to or on a parity with the 9.16% Preferred
     Stock, Cumulative, $100 Par Value, as to dividends or
     assets, if such borrowed funds have an effective
     interest cost to the Corporation (computed in accordance
     with generally aocepted financial practice) or such
     stock has an effective dividend cost to the Corporation
     (so computed) of less than the effective dividend cost
     to the Corporation of the 9.16% Preferred Stock,
     Cumulative, $100 Per Value.

A series of 100,000 shares of the Preferred Stock shall:

        (a) be designated "7.44% Preferred Stock,
     Cumulative, $100 Par Value";
        
        (b) have a dividend rate of $7.44 per share per
     annum payable quarterly on February 1, May 1, August 1
     and November 1 of each year, the first dividend date to
     be May 1, 1973, and such dividends to be cumulative from
     February 14, 1973; and
        
        (c) be subject to redemption at the price of $108.39
     per share if redeemed on or before February 1, 1978, of
     $106.53 per share if redeemed after February 1, 1978 and
     on or before February 1, 1983, of $104.67 per share if
     redeemed after February 1, 1983 and on or before
     February 1, 1988, and of $102.81 per share if redeemed
     after February 1, 1988, in each case plus an amount
     equivalent to the accumulated and unpaid dividends
     thereon, if any, to the date fixed for redemption;
     provided, however, that no share of the 7.44% Preferred
     Stock, Cumulative, $100 Par Value, shall be redeemed
     prior to February 1, 1978 if such redemption is for the
     purpose or in anticipation of refunding such share
     through the use, directly or indirectly, of funds
     borrowed by the Corporation, or through the use,
     directly or indirectly, of funds derived through the
     issuance by the Corporation of stock ranking prior to or
     on a parity with the 7.44% Preferred Stock, Cumulative,
     $100 Par Value, as to dividends or assets, if such
     borrowed funds have an effective interest cost to the
     Corporation (computed in accordance with generally
     accepted financial practice) or such stock has an
     effective dividend cost to the Corporation (so computed)
     of less than the effective dividend cost to the
     Corporation of the 7.44% Preferred Stock, Cumulative,
     S100 Par Value.

A series of 200,000 shares of the Preferred Stock shall:

        (a) be designated "17% Preferred Stock, Cumulative,
     $100 Par Value"
        
        (b) have a dividend rate of $17.00 per share per
     annum payable quarterly on February 1, May 1, August 1
     and November 1 of each year, the first dividend date to
     be November 1, 1981, and such dividends to be cumulative
     from the date of issuance;
        
        (c) be subject to redemption at the price of $117.00
     per share if redeemed on or before September 1, 1986, of
     $112.75 per share if redeemed after September 1, 1986
     and on or before September 1, 1991, of $108.50 per share
     if redeemed after September 1, 1991 and on or before
     September 1, 1996, and of $104.25 per share if redeemed
     after September 1, 1996, in each case plus an amount
     equivalent to the accumulated and unpaid dividends
     thereon, if any, to the date fixed for redemption;
     provided, however, that no share of the 17% Preferred
     Stock Cumulative, $100 Par Value, shall be redeemed
     prior to September 1, 1986 if such redemption is for the
     purpose or in anticipation of refunding such share
     through the use, directly or indirectly, of funds
     borrowed by the Corporation or through the use, directly
     or indirectly, of funds derived through the issuance by
     the Corporation of stock ranking prior to or on a parity
     with the 17% Preferred Stock, Cumulative, $100 Par
     Value, as to dividends or assets if such borrowed funds
     have an effective interest cost to the Corporation
     (computed in accordance with generally accepted
     financial practice) or such stock; has an effective
     dividend cost to the Corporation (so computed) of less
     than the effective dividend cost to the Corporation of
     the 17% Preferred Stock, Cumulative, $100 Par Value; and
        
        (d) be subject to redemption as and for a sinking
     fund as follows: On September 1, 1986 and on each
     September 1 thereafter (each such date being hereinafter
     referred to as a "17% Sinking Fund Redemption Date"),
     for so long as any shares of the 17% Preferred Stock,
     Cumulative, $100 Par Value, shall remain outstanding,
     the Corporation shall redeem, out of funds legally
     available therefor, 10,000 shares of the 17% Preferred
     Stock, Cumulative, $100 Par VaIue (or the number of
     shares then outstanding if less than 10,000) at the
     sinking fund redemption price of $100 per share plus, as
     to each share so redeemed, an amount equivalent to the
     accumulated and unpaid dividends thereon, if any, to the
     date of redemption (the obligation of the Corporation so
     to redeem the shares of the 17% Preferred Stock,
     Cumulative, $100 Par Value, being hereinafter referred
     to as the "17% Sinking Fund Obligation"); the 17%
     Sinking Fund Obligation shall be cumulative; if on any
     17% Sinking Fund Redemption Date, the Corporation shall
     not have funds legally available therefor sufficient to
     redeem the full number of shares required to be redeemed
     on that date, the 17% Sinking Fund Obligation with
     respect to the shares not redeemed shall carry forward
     to each successive 17% Sinking Fund Redemption Date
     until such shares shall have been redeemed; whenever on
     any 17% Sinking Fund Redemption Date, the funds of the
     Corporation legally available for the satisfaction of
     the 17% Sinking Fund Obligation and all other sinking
     fund and similar obligations then existing with respect
     to any other class or series of its stock ranking on a
     parity as to dividends or assets with the 17% Preferred
     Stock, Cumulative, $100 Par Value (such Obligation and
     obligations collectively being hereinafter referred to
     as the "Total Sinking Fund Obligation") are insufficient
     to permit the Corporation to satisfy fully its Total
     Sinking Fund Obligation on that date, the Corporation
     shall apply to the satisfaction of its 17% Sinking Fund
     Obligation on that date that proportion of such legally
     available funds which is equal to the ratio of such 17%
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation; in addition to the 17% Sinking Fund
     Obligation, the Corporation shall have the option, which
     shall be noncumulative, to redeem, upon authorization of
     the Board of Directors, on each 17% Sinking Fund
     Redemption Date, at the aforesaid sinking fund
     redemption price, up to 10,000 additional shares of the
     17% Preferred Stock, Cumulative, $100 Par Value; the
     Corporation shall be entitled, at its election, to
     credit against its 17% Sinking Fund Obligation on any
     17% Sinking Fund Redemption Date any shares of the 17%
     Preferred Stock, Cumulative, Stock Par Value (including
     shares of the 17% Preferred Stock, Cumulative, $100 Par
     Value optionally redeemed at the aforesaid sinking fund
     price) theretofore redeemed (other than shares of the
     17% Preferred Stock, Cumulative, $100 Par Value redeemed
     pursuant to the 17% Sinking Fund Obligation) purchased
     or otherwise acquired and not previously credited
     against the 17% Sinking Fund Obligation.

A series of 100,000 shares of the Preferred Stock shall:
        
        (a) be designated "14-3/4% Preferred Stock,
     Cumulative, $100 Par Value";
        
        (b) have a divedend rate of $14.75 per share per
     annum payable quarterly on February 1, May 1, August 1
     and November 1 of each year, the first dividend date to
     be May 1 1982, and such dividends to be cumulative from
     the date of issuance;
        
        (c) be subject to redemption at the price of $114.75
     per share if redeemed after the issuanoe and sale and on
     or before March 1, 1983, $113.11 per share if redeemed
     after March 1, 1983 and on or before March 1, 1984,
     $111.47 per share if redeemed after March 1, 1984 and on
     or before March 1, 1985, $109.83 per share if redeemed
     after March 1, 1985 and on or before March 1, 1986,
     $108.19 per share if redeemed after March 1, 1986 and on
     or before March 1, 1987, $106.56  per share if redeemed
     after March 1, 1987 and on or before March 1, 1988,
     $104.92 per share if redeemed after March 1, 1988 and on
     or before March 1, 1989, $103.28 per share if redeemed
     after March 1, 1989 and on or before March 1, l990,
     $101.64 per share if redeemed after March 1, 1990 and on
     or before March 1, 1991, and $100.00 per share if
     redeemed after March 1, 1991, in each case plus an
     amount equivalent to the accumulated and unpaid
     dividends thereon, if any, to the date fixed for
     redemption; provided, however, that no share of the 14-
     3/4% Preferred Stock, Cumulative, $100 Par Value, shall
     be redeemed prior to March 1, 1987 if such redemption is
     for the purpose or in anticipation of refunding such
     share through the use, directly or indirectly, of funds
     borrowed by the Corporation, or through the use,
     directly or indirectly, of funds derived through the
     issuance by the Corporation of stock ranking prior to or
     on a parity with the 14-3/4% Preferred Stock,
     Cumulative, $100 Par Value, as to dividends or assets,
     if such borrowed funds have an effective interest cost
     to the Corporation (computed in accordance with
     generally accepted financial practice) or such stock has
     an effective dividend cost to the Corporation (so
     oomputed) of less than the effective dividend cost to
     the Corporation of the 14-3/4% Preferred Stock,
     Cumulative, $100 Par Value; and
        
        (d) be subject to redemption as and for a sinking
     fund as follows.  On March 1, 1990, 1991 and 1992 (each
     such date being hereinafteir referred to as a "14-3/4%
     Sinking Fund Redemption Date"), the Corporation shall
     redeem, out of funds legally available therefor, 33,333,
     33,333 and 33,334 shares, respectively, of the 14-3/4%
     Preferred Stock, Cumulative, $100 Par Value, at the
     sinking fund redemption price of $100 per share plus, as
     to each share so redeemed, an amount equivalent to the
     accumulated and unpaid dividends thereon, if any, to the
     date of redemption (the obligation of the Corporation so
     to redeem the shares of the 14-3/4% Preferred Stock,
     Cumulative, $100 Par Value, being hereinafter referred
     to as the "14-3/4% Sinking Fund Obligation"); the 14-
     3/4% Sinking Fund Obligation shall be cumulative; if on
     any 14-3/4% Sinking Fund Redemption Date, the
     Corporation shall not have funds legally available
     therefor sufficient to redeem the full number of shares
     required to be redeemed on that date, the 14-3/4%
     Sinking Fund Obligation with respect to the shares not
     redeemed shall carry forward to each successive 14-3/4%
     Sinking Fund Redemption Date (or, in the event the 14-
     3/4% Sinking Fund Obligation is not satisfied on March
     1, 1992, to such date as soon thereafter as funds are
     legally available to satisfy the 14-3/4% Sinking Fund
     Obligation) until such shares shall have been redeemed;
     whenever on any 14-3/4% Sinking Fund Redemption Date,
     the funds of the Corporation legally available for the
     satisfaction of the 14-3/4% Sinking Fund Obligation and
     all other sinking fund and similar obligations then
     existing with respect to any other class or series of
     its stock ranking on a parity as to dividends or assets
     with the 14-3/4% Preferred Stock, Cumulative, $100 Par
     Value (such Obligation and obligations collectively
     being hereinafter referred to as the "Total Sinking Fund
     Obligation") are insufficient to permit the Corporation
     to satisfy fully its Total Sinking Fund Obligation on
     that date, the Corporation shall apply to the
     satisfaction of its 14-3/4% Sinking Fund Obligation on
     that date that proportion of such legally available
     funds which is equal to the ratio of such 14-3/4%
     Sinking Fund Obligation to such Total Sinking Fund
     Obligation.
        
A series of 100,000 shares of the Preferred Stock shall:
         
         (a) be designated "12.00% Preferred Stock,
     Cumulative, $100 Par Value";
     
        (b) have a dividend rate of $12.00 per share per
     annum payable quarterly on February 1, May 1, August 1
     and November l of each year, the first dividend date to
     be May 1, 1983, and such dividends to be cumulative from
     the date of issuance;
        
        (c) be subject to redemption at the price of $112.00
     per share if redeemed on or before March 1, 1988, of
     $109.00 per share if redeemed after March 1, 1988 and on
     or before March 1, 1993, of $106.00 per share if
     redeemed after March 1, 1993 and on or before March 1,
     1998, and of $103.00 per share if redeemed after March
     1, 1998, in each case plus an amount equivalent to the
     accumulated and unpaid dividends thereon, if any, to the
     date fixed for redemption; provided, however, that no
     share of the 12.00% Preferred Stock, Cumulative, $100
     Par Value, shall be redeemed prior to March 1, 1988 if
     such redemption is for the purpose or in anticipation of
     refunding such share through the use, directly or
     indirectly, of funds borrowed by the Corporation, or
     through the use, directly or indirectly, of funds
     derived through the issuance by the Corporation of stock
     ranking prior to or on a parity with the 12.00%
     Preferred Stock, Cumulative, $100 Par Value, as to
     dividends or assets, if such borrowed funds have an
     effective interest cost to the Corporation (computed in
     accordance with generally accepted financial practice)
     or such stock has an effective dividend cost to the
     Corporation (so computed) of less than 12.7497% to per
     annum; and
     
          (d) be subject to redemption as and for a sinking
     fund as follows: on March 1, 1888 and on each March 1
     thereafter (each such date being hereinafter referred to
     as a "12.00% Sinking Fund Redemption Date"), for so long
     as any shares of the 12.00% Preferred Stock, Cumulative,
     $100 Par Value, shall remain outstanding, the
     Corporation shall redeem, out of funds legally available
     therefor, 5,000 shares of the 12.00% Preferred Stock,
     Cumulative, $100 Par Value (or the number of shares then
     outstanding if less than 5,000) at the sinking fund
     redemption price of $100 per share plus, as to each
     share so redeemed, an amount equivalent to the
     accumulated and unpaid dividends thereon, if any, to the
     date of redemption (the obligation of the Corporation so
     to redeem the shares of the 12.00% Preferred Stock,
     Cumulative, $100 Par Value, being hereinafter referred
     to as the "12.00% Sinking Fund Obligation"); the 12.00%
     Sinking Fund Obligation shall be cumulative; if on any
     12.00% Sinking Fund Redemption Date, the Corporation
     shall not have funds legally available therefor
     sufficient to redeem the full number of shares required
     to be redeemed on that date, the 12.00% Sinking Fund
     Obligation with respect to the shares not redeemed shall
     carry forward to each successive 12.00% Sinking Fund
     Redemption Date until such shares shall have been
     redeemed; whenever on any 12.00% Sinking Fund Redemption
     Date, the funds of the Corporation legally available for
     the satisfaction of the 12.00% Sinking Fund Obligation
     and all other sinking fund and similar obligations then
     existing with respect to any other class or series of
     its stock ranking on a parity as to dividends or assets
     with the 12.00% Preferred Stock Cumulative, $100 Par
     Value (such Obligation and obligations collectively
     being hereinafter referred to as the "Total Sinking Fund
     Obligation") are insufficient to permit the Corporation
     to satisfy fully its Total Sinking Fund Obligation on
     that date, the Corporation shall apply to the
     satisfaction of its 12.00% Sinking Fund Obligation on
     that date that proportion of such legally available
     funds which is equal to the ratio of such 12.00% Sinking
     Fund Obligation to such Total Sinking Fund Obligation;
     in addition to the 12.00% Sinking Fund Obligation, the
     Corporation shall have the option, which shall be
     noncumulative, to redeem, upon authorization of the
     Board of Directors, on each 12.00% Sinking Fund
     Redemption Date, at the aforesaid sinking fund
     redemption price, up to 5,000 additional shares of the
     12.00% Preferred Stock Cumulative, $100 Par Value; the
     Corporation shall be entitled, at its election, to
     credit against its 12.00% Sinking Fund Obligation on any
     12.00% Sinking Fund Redemption Date any shares of the
     12.00% Preferred Stock, Cumulative, $100 Par Value
     (including shares of the 12.00% Preferred Stock
     Cumulative, $100 Par Value optionally redeemed at the
     aforesaid sinking fund price) theretofore redeemed
     (other than shares of the 12.00% Preferred Stock,
     Cumulative, $100 Par Value redeemed pursuant to the
     12.00% Sinking Fund Obligation) purchased or otherwise
     acquired and not previously credited against the 12.00%
     Sinking Fund Obligation.
    
    Subject to the foregoing, the distinguishing
characteristics of the Preferred Stock shall be:
    
     (A) Each series of the Preferred Stock, pari passu with
all shares of preferred stock of any class or series then
outstanding, shall be entitled but only when and as declared
by the Board of Directors, out of funds legally available for
the payment of dividends in preference to the Common Stock,
to dividends at tbe rate stated and expressed with respect to
such series herein or by the resolution or resolutions
providing for the issue of such series adopted by tbe Board
of Directors; such dividends to be cumulative from such date
and payable on such dates in each year as may be stated and
expressed in said resolution, to stockholders of record as of
a date not to exceed 40 days and not less than 10 days
preceding the dividend payment dates so fixed.

     (B) If and when dividends payable on any of the
Preferred Stock of the Corporation at any time outstanding
shall be in defauIt in an amount equal to four full quarterly
payments or more per share, and thereafter until all
dividends on any such preferred stock in default shall have
been paid, the holders of the Preferred Stock pari passu with
the holders of other preferred stock then outstanding, voting
separately as a class, shall be entitled to elect the
smallest number of directors necessary to constitute a
majority of the full Board of Directors, and, except as
provided in the following paragraph, the holders of the
Comrnon Stock, voting separately as a class, shall be
entitled to elect the remaining directors of the Corporation.
The termns of office, as directors, of all persons who may be
directors of the Corporation at the time shall terminate upon
the election of a majority of the Board of Directors by the
holders of the Preferred Stock except that if the holders of
the Common Stock shall not have elected the remaining
directors of the Corporation, then, and only in that event,
the directors of the Corporation in office just prior to the
election of a majority of the Board of Directors by the
holders of the Preferred Stock shall elect the remaining
directors of the Corporation. Thereafter, while such default
continues and the majority of the Board of Directors is being
elected by the holders of the Preferred Stock, the remaining
directors, whether elected by directors, as aforesaid, or
whether originally or later elected by holders of the Common
Stock shall continue in office until their successors are
elected by holders of the Common Stock and shall qualify.

    If and when all dividends then in default on the
Preferred Stock; then outstanding shall be paid (such
dividends to be declared and paid out of any funds legally
available therefor as soon as reasonably practicable), the
holders of the Preferred Stock shall be divested of any
special right with respect to the election of directors, and
the voting power of the holders of the Preferred Stock and
the holders of the Common Stock shall revert to the status
existing before the first dividend payment date on which
dividends on the Preferred Stock were not paid in full, but
always subject to the same provisions for vesting such
special rights in the bolders of the Preferred Stock in case
of further like defaults in the payment of dividends thereon
as described in the immediately foregoing paragraph. Upon
termination of any such special voting right upon payment of
all accumulated and unpaid dividends on the Preferred Stock,
the terms of office of all persons who may have been elected
directors of the Corporation by vote of the holders of the
Preferred Stock as a class, pursuant to such special voting
right shall forthwith terminate, and the resulting vacancies
shall be filled by the vote of a majority of the remaining
directors.
    
     In case of any vacancy in the office of a director
occurring among the directors elected by the holders of the
Preferred Stock, voting separately as a class, the remaining
directors elected by the holders of the Preferred Stock, by
affirmative vote of a majority thereof, or the remaining
director so elected if there be but one, may elect a
successor or successors to hold office for the unexpired term
or terms of the director or directors whose place or places
shall be vacant. Likewise, in case of any vacancy in the
office of a director occurring among the directors not
elected by the holders of the Preferred Stock, the remaining
directors not elected by the holders of the Preferred Stock,
by affirmative vote of a majority thereof, or the remaining
director so elected if there be but one, may elect a
successor or successors to hold office for the unexpired term
or terms of the director or directors whose place or places
shall be vacant.

     Whenever the right shall have accrued to the holders of
the Preferred Stock to elect directors, voting separately as
a class, it shall be the duty of the President, a Vice-
President or the Secretary of the Corporation forthwith to
call and cause notice to be given to the shareholders
entitled to vote of a meeting to be held at such time as the
Corporation's officers may fix, not less than forty-five nor
more than sixty days after the accrual of such right, for the
purpose of electing directors. The notice so given shall be
mailed to each holder of record of preferred stock at his
last known address appearing on the books of the Corporation
and shall set forth, among other things, (i) that by reason
of the fact that dividends payable on preferred stock are in
default in an amount equal to four full quarterly payments or
more per share, the holders of the Preferred Stock, voting
separately as a class, have the right to elect the smallest
number of directors necessary to constitute a majority of the
full Board of Directors of the Corporation, (ii) that any
holder of the Preferred Stock has the right, at any
reasonable time, to inspect, and make copies of, the list or
lists of holders of the Preferred Stock maintained at the
principal office of the Corporation or at the office of any
Transfer Agent of the Preferred Stock, and (iii) either the
entirety of this paragraph or the substance thereof with
respect to the number of shares of the Preferred Stock
required to be represented at any meeting, or adjournment
thereof, called for the election of directors of the
Corporation. At the first meeting of stockholders held for
the purpose of electing directors during such time as the
holders of the Preferred Stock shall have the special right,
voting separately as a class, to elect directors, the
presence in person or by proxy of the holders of a majority
of the outstanding Common Stock shall be required to
constitute a quorum of such class for the election of
directors, and the presence in person or by proxy of the
holders of a majority of the outstanding Preferred Stock
shall be required to constitute a quorum of such class for
the election of directors; provided, however, that in the
absence of a quorum of the holders of the Preferred Stock, no
election of directors shall be held, but a majority of the
holders of the Preferred Stock who are present in person or
by proxy shall have power to adjourn the election of the
directors to a date not less than fifteen nor more than fifty
days from the giving of the notice of such adjourned meeting
hereinafter provided for; and provided, further, that at such
adjourned meeting, the presence in person or by proxy of the
holders of 35% of the outstanding Preferred Stock shall be
required to constitute a quorum of such class for the
election of directors. In the event such first meeting of
stockholders shall be so adjourned, it shall be the duty of
the President, a Vice-President or the Secretary of the
Corporation, within ten days from the date on which such
first meeting shall have been adjourned, to cause notice of
such adjourned meeting to be given to the shareholders
entitled to vote thereat, such adjourned meeting to be held
not less than fifteen days nor more than fifty days from the
giving of such second notice. Such second notice. shall be
given in the form and manner hereinabove provided for with
respect to the notice required to be given of such first
meeting of stockholders, and shall further set forth that a
quorum was not present at such first meeting and that the
holders of 35% of the outstanding Preferred Stock shall be
required to constitute a quorum of such class for the
election of directors at such adjourned meeting. If the
requisite quorum of holders of the Preferred Stock shall not
be present at said adjourned meeting, then the directors of
the Corporation then in office shall remain in office until
the next Annual Meeting of the Corporation, or special
meeting in lieu thereof and until their successors shall have
been elected and shall qualify. Neither such first meeting
nor such adjourned meeting shall be held on a date within
sixty days of the date of the next Annual Meeting of the
Corporation, or special meeting in lieu thereof. At each
Annual Meeting of the Corporation, or special meeting in lieu
thereof, held during such time as the holders of the
Preferred Stock, voting separately as a class. shall have the
right to elect a majority of the Board of Directors, the
foregoing provisions of this paragraph shall govern each
Annual Meeting, or special meeting in lieu thereof, as if
said Annual Meeting or special meeting were the first meeting
of stockholders held for the purpose of electing directors
after the right of the holders of the Preferred Stock, voting
separately as a class, to elect a majority of the Board of
Directors, should have accrued the exception, that if, at any
adjourned annual meeting, or special meeting in lieu thereof,
the holders of 35% of the outstanding Preferred Stock are not
present in person or by proxy, all the directors shall be
elected by a vote of the holders of a majority of the Common
Stock of the Corporation present or represented at the
meeting.

    (C) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of at
least two-thirds of the total number of shares of the
Preferred Stock then outstanding:
    
          (1) create, authorize or issue any new stock which,
     after issuance would rank prior to the Preferred Stock
     as to dividends, in liquidation, dissolution, winding up
     or distribution, or create, authorize or issue any
     security convertible into shares of any such stock
     except for the purpose of providing funds for the
     redemption of all of the Preferred Stock then
     outstanding, such new stock or security not to be issued
     until such redemption shall have been authorized and
     notice of such redemption given and the aggregate
     redemption price deposited as provided in paragraph (G)
     below; provided, however, that any such new stock or
     security shall be issued within twelve months after the
     vote of the Preferred Stock herein provided for
     authorizing the issuance of such new stock or security;
     or

          (2) amend, alter, or repeal any of the rights,
     preferences or powers of the holders of the Preferred
     Stock so as to affect adversely any such rights,
     preferences or powers; provided, however, that if such
     amendment, alteration or repeal affects adversely the
     rights, preferences or powers of one or more, but not
     all, series of Preferred Stock at the time outstanding,
     only the consent of the holders of at least two-thirds
     of the total number of outstanding shares of all series
     so affected shall be required; and provided, further,
     that an amendment to increase or decrease the authorized
     amount of Preferred Stock or to create or authorize, or
     increase or decrease the amount of, any class of stock;
     ranking on a parity with the outstanding shares of the
     Preferred Stock as to dividends or assets shall not be
     deemed to affect adversely the rights, preferences or
     powers of the holders of the Preferred Stock or any
     series thereof.

     (D) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of the
holders of a majority of the total number of shares of the
Preferred Stock then outstanding:

          (1) merge or consolidate with or into any other
     corporation or corporations or sell or otherwise dispose
     of all or substantially all of the assets of the
     Corporation, unless such merger or consolidation or sale
     or other disposition, or the exchange, issuance or
     assumption of all securities to be issued or assumed in
     connection with any such merger or consolidation or sale
     or other disposition, shall have been ordered, approved
     or permitted under the Public Utility Holding Company
     Act of 1935; or

          (2) issue or assume any unsecured notes, debentures
     or other securities representing unsecured indebtedness
     for purposes other than (i) the refunding of outstanding
     unsecured indebtedness theretofore issued or assumed by
     the Corporation resulting in equal or longer maturities,
     or (ii) the reacquisition, redemption or other
     retirement of all outstanding shares of the Preferred
     Stock, if immediately after such issue or assumption,
     the total principal amount of all unsecured notes,
     debentures or other securities representing unsecured
     indebtedness issued or assumed by the Corporation,
     including unsecured indebtedness then to be issued or
     assumed (but excluding the principal amount then
     outstanding of any unsecured notes, debentures, or other
     securities representing unsecured indebtedness having a
     maturity in excess of ten (10) years and in amount not
     exceeding 10% of the aggregate of (a) and (b) of this
     section below) would exceed ten per centum (10%) of the
     aggregate of (a) the total principal amount of all bonds
     or other securities representing secured indebtedness
     issued or assumed by the Corporation and then to be
     outstanding, and (b) the capital and surplus of the
     Corporation as then to be stated on the books of account
     of the Corporation.  When unsecured notes, debentures or
     other securities representing unsecured debt of a
     maturity in excess of ten (10) years shall become of a
     maturity of ten (10) years or less, it shall then be
     regarded as unsecured debt of a maturity of less than
     ten (10) years and shall be computed with such debt for
     the purpose of determining the percentage ratio to the
     sum of (a) and (b) above of unsecured debt of a maturity
     of less than ten (10) years, and when provision shall
     have been made, whether through a sinking fund or
     otherwise, for the retirement, prior to their maturity,
     of unsecured notes, debentures, or other securities
     representing unsecured debt of a maturity in excess of
     ten (10) years, the amount of any such security so
     required to be retired in less than ten (10) years shall
     be regarded as unsecured debt of a maturity of less than
     ten (10) years (and not as unsecured debt of a maturity
     in excess of ten (10) years) and shall be computed with
     such debt for the purpose of determining the percentage
     ratio to the sum of (a) and (b) above of unsecured debt
     of a maturity of less than ten (10) years, provided,
     however, that the payment due upon the maturity of
     unsecured debt having an original single maturity in
     excess of ten (10) years or the payment due upon the
     latest maturity of any serial debt which had original
     maturities in excess of ten (10) years shall not, for
     purposes of this provision, be regarded as unsecured
     debt of a maturity of less than ten (10) years until
     such payment or payments shall be required to be made
     within three (3) years; furthermore, when unsecured
     notes, debentures or other securities representing
     unsecured debt of a maturity of less than ten (10) years
     shall exceed 10% of the sum of (a) and (b) above, no
     additional unsecured notes, debentures or other
     securities representing unsecured debt shall be issued
     or assumed (except for the purpose set forth in (i) or
     (ii) above) until such ratio is reduced to 10% of the
     sum of (a) and (b) above; or

          (3) issue, sell or otherwise dispose of any shares
     of the Preferred Stock in addition to the 104,476 shares
     of the Preferred Stock originally authorized, or of any
     other class of stock ranking on a parity with the
     Preferred Stock as to dividends or in liquidation,
     dissolution, winding up or distribution, unless the
     gross income of the Corporation and Mississippi Power &
     Light Company, a Florida corporation, for a period of
     twelve (12) consecutive calendar months within the
     fifteen (15) calendar months immediately preceding the
     issuance, sale or disposition of such stock, determined
     in accordance with generally acccepted accounting
     practices (but in any event after deducting all taxes
     and the greater of (a) the amount for said period
     charged by the Corporation and Mississippi Power & Light
     Company, a Florida corporation, on their books to
     depreciation expense or (b) the largest amount required
     to be provided therefor by any mortgage indenture of the
     Corporation) to be available for the payment of
     interest, shall have been at least one and one-half
     times the sum of (i) the annual interest charges on all
     interest bearing indebtedness of the Corporation and
     (ii) the annual dividend requirements on all outstanding
     shares of the Preferred Stock and of all other classes
     of stock ranking prior to, or on a parity with, the
     Preferred Stock as to dividends or distributions,
     including the shares proposed to be issued; provided,
     that there shall be excluded from the foregoing
     computation interest charges on all indebtedness and
     dividends on all shares of stock which are to be retired
     in connection with the issue of such additional shares
     of the Preferred Stock or other class of stocks ranking
     prior to, or on a parity with, the Preferred Stock as to
     dividends or distributions; and provided, further, that
     in any case where such additional shares of the
     Preferred Stock, or other class of stock ranking on a
     parity with the Preferred Stock as to dividends or
     distributions, are to be issued in connection with the
     acquisition of additional property, the gross income of
     the property to be so acquired, computed on the same
     basis as the gross income of the Corporation, may be
     included on a pro forma basis in making the foregoing
     computation; or

          (4) issue, sell, or otherwise dispose of any shares
     of the Preferred Stock, in addition to the 104,476
     shares of the Preferred Stock originally authorized, or
     of any other class of stock ranking on a parity with the
     Preferred Stock as to dividends or distributions, unless
     the aggregate of the capital of the Corporation
     applicable to the Common Stock and the surplus of the
     Corporation shall be not less than the aggregate amount
     payable on the involuntary liquidation, dissolution, or
     winding up of the Corporation, in respect of all shares
     of the Preferred Stock and all shares of stock, if any,
     ranking prior thereto, or on a parity therewith, as to
     dividends or distributions, which will be outstanding
     after the issue of the shares proposed to be issued;
     provided, that if, for the purposes of meeting the
     requirements of this subparagraph (4), it becomes
     necessary to take into consideration any earned surplus
     of the Corporation, the Corporation shall not thereafter
     pay any dividends on shares of the Common Stock which
     would result in reducing the Corporation's Common Stock
     equity (as in paragraph (H) hereinafter defined) to an
     amount less than the aggregate amount payable, on
     involuntary liquidation, dissolution or winding up the
     Corporation, on all shares of the Preferred Stock and of
     any stock ranking prior to, or on a parity with, the
     Preferred Stock, as to dividends or other distributions,
     at the time outstanding.

     (E) Each holder of Conunon Stock of the Corporation
shall be entitled to one vote, in person or by proxy, for
each share of such stock standing in his name on the books of
the Corporation.  Except as hereinbefore expressly provided
in this Section Fourth, the holders of the Preferred Stock
shall have no power to vote and shall be entitled to no
notice of any meeting of the stockholders of the Corporation.
As to matters upon which holders of the Preferred Stock are
entitled to vote as hereinbefore expressly provided, each
holder of such Preferred Stock shall be entitled to one vote,
in person or by proxy, for each share of such Preferred Stock
standing in his name on the books of the Corporation.

    (F) In the event of any voluntary liquidation,
dissolution or winding up of the Corporation, the Preferred
Stock, pari passu with all shares of preferred stock of any
class or series then outstanding, shall have a preference
over the Common Stock until an amount equal to the then
current redemption price shall have been paid.  In the event
of any involuntary liquidation, dissolution or winding up of
the Corporation, which shall include any such liquidation,
dissolution or winding up which may arise out of or result
from the condemnation or purchase of all or a major portion
of the properties of the Corporation, by (i) the United
States Government or any authority, agency or instrumentality
thereof, (ii) a state of the United States or any polltical
subdivision, authority, agency, or instrumentality thereof,
or (iii) a disrict, cooperative or other association or
entity not organized for profit, the Preferred Stock, pari
passu with all shares of preferred stock of any class or
series then outstanding, shall also have a preference over
the Common Stock until the full par value thereof and an
amount equal to all accumulated and unpaid dividends thereon
shall have been paid by dividends or distribution.
    
     (G) Upon the affirmative vote of a majority of the
shares of the issued and outstanding Common Stock at any
annual meeting, or any special meeting called for that
purpose, the Corporation may at any time redeem all of any
series of said Preferred Stock or may from time to time
redeem any part thereof, by paying in cash the redemption
price then applicable thereto as stated and expressed with
respect to such series in the resolution providing for the
issue of such shares adopted by the Board of Directors of the
Corporation, or in these Restated Articles of Incorporation
or any amendment thereof, plus, in each case, an amount
equivalent to the accumulated and unpaid dividends, if any,
to the date of redemption.  Notice of the intention of the
Corporation to redeem all or any part of the Preferred Stock
shall be mailed not less than thirty (30) days nor more than
sixty (60) days before the date of redemption to each holder
of record of Preferred Stock to be redeemed, at his post
office address as shown by the Corporation's records, and not
less than thirty (30) days' nor more than sixty (60) days'
notioe of such redemption may be published in such manner as
may be prescribed by resolution of the Board of Directors of
the Corporation; and, in the event of such publication, no
defect in the mailing of such notice shall affect the
validity of the proceedings for the redemption of any shares
of Preferred Stock so to be redeemed.  Contemporaneously with
the mailing or the publication of such notice as aforesaid or
at any time thereafter prior to the date of redemption, the
Corporation may deposit the aggregate redemption price (or
the portion thereof not already paid in the redemption of
such Preferred Stock so to be redeemed) with any bank or
trust company in the City of New York, New York, or in the
City of Jackson, Mississippi, named in such notice, payable
to the order of the record holders of the Preferred Stock so
to be redeemed, as the case may be, on the endorsement and
surrender of their certificates, and thereupon said holders
shall cease to be stockholders wlth respect to such shares;
and from and after the making of such deposit such holders
shall have no interest in or claim against the Corporation
with respect to said shares, but shall be enlitled only to
receive such moneys from said bank or trust company, with
interest, if any, allowed by such bank or trust company on
such moneys deposited as in this paragraph provided, on
endorsement and surrender of their certificates, as
aforesaid.  Any moneys so deposited, plus interest thereon,
if any, remaining unclaimed at the end of six years from the
date fixed for redemption, if thereafter requested by
resolution of the Board of Directors, shall be repaid to the
Corporation, and in the event of such repayment to the
Corporation, such holders of record of the shares so redeemed
as shall not have made claim against such moneys prior to
such repayment to the Corporation, shall be deemed to be
unsecured creditors of the Corporation for an amount, without
interest, equivalent to the amount deposited, plus interest
thereon, if any, allowed by such bank or trust company, as
above stated, for the redemption of such shares and so paid
to the Corporation. Shares of the Preferred Stock which have
been redeemed shall not be reissued.  If less than all of the
shares of the Preferred Stock are to be redeemed, the shares
thereof to be redeemed shall be selected by lot, in such
manner as the Board of Directors of the Corporation shall
determine, by an independent bank or trust company selected
for that purpose by the Board of Directors of the
Corporation.  Nothing herein contained shall limit any legal
right of the Corporation to purchase or otherwise acquire any
shares of the Preferred Stock; provided, however, that, so
long as any shares of the Preferred Stock are outstanding,
the Corporation shall not redeem, purchase or otherwise
acquire less than all of the shares of the Preferred Stock,
if, at the time of such redemption, purchase or other
acquisition, dividends payable on the Preferred Stock shall
be in default in whole or in part, unless, prior to or
concurrently with such redemption, purchase or other
acquisition, all such defaults shall be cured or unless such
redemption, purchase or other acquisition shall have been
ordered, approved or permitted under the Public Utility
Holding Company Act of 1935; and provided further that, so
long as any shares of the Preferred Stock are outstanding,
the Corporation shall not make any payment or set aside any
funds for payment into any sinking fund for the purchase or
redemption of any shares of the Preferred Stock, if, at the
time of such payment, or the setting apart of funds for such
payment, dividends payable on the Preferred Stock shall be in
default in whole or in part, unless, prior to or concurrently
with such payment or the setting apart of funds for such
payment, all such defaults shall be cured or unless such
payment, or the setting apart of funds for such payment,
shall bave been ordered, approved or permitted under the
Public Utility Holding Company Act of 1935.  Any shares of
the Preferred Stock so redeemed, purchased or acquired shall
retired and cancelled.

     (H) For the purposes of this paragraph (H) and
subparagraph (4) of paragraph (D) the term "Common Stock
Equity" shall mean the aggregate of the par value of, or
stated capital represented by, the outstanding shares (other
than shares owned by the Corporation) of stock ranking junior
to the Preferred Stock as to dividends and assets, of the
premium on such junior stock and of the surplus (including
earned surplus, capital surplus and surplus invested in
plant) of the Corporation less (1) any amounts recorded on
the books of the Corporation for utility plant and other
plant in excess of the original cost thereof, (2) unamortized
debt discount and expense, capital stock discount and expense
and any other intangible items set forth on the asset side of
the balance sheet as a result of accounting convention, (3)
the excess, if any, of the aggregate amount payable on
involuntary liquidation, dissolution or winding up of the
affairs of the Corporation upon all outstanding preferred
stock of the Corporation over the aggregate par or stated
value thereof and any premiums thereon and (4) the excess, if
any, for the period beginning with January 1, 1954, to the
end of the month within ninety (90) days preceding the date
as of which Common Stock Equity is determined, of the
cumulative amount computed under requirements contained in
the Corporation's mortgage indentures relating to minimum
depreciation provisions (this cumulative amount being the
aggregate of the largest amounts separately computed for
entire periods of differing coexisting mortgage indenture
requirements), over the amount charged by the Corporation and
Mississippi Power & Light Company, a Florida corporation, on
their books for depreciation during such period, including
the final fraction of a year; provided, however, that no
deductions shall be required to be made in respect of items
referred to in subdivisions (1) and (2) of this paragraph (H)
in cases in which such items are being amortized or are
provided for, or are being provided for, by reserves. For the
purpose of this paragraph (H): (i) the term "total
capitalization" shall mean the sum of the Common Stock Equity
plus item three (3) in this paragraph (H) and the stated
capital applicable to, and any premium on, outstanding stock
of the Corporation not included in Common Stock Equity, and
the principal amount of all outstanding debt of the
Corporation maturing more than twelve months after the date
of issue thereof; and (ii) the term "dividends on Common
Stock" shall embrace dividends on Common Stock (other than
dividends payable only in shares of Common Stock),
distributions on, and purchases or other acquisitions for
value of, any Common Stock of the Corporation or other stock
if any, subordinate to its Preferred Stock.  So long as any
shares of the Preferred Stock are outstanding, the
Corporation shall not declare or pay any dividends on the
Common Stock, except as follows:
    
          (a) If and so long as the Common Stock Equity at
     the end of the calendar month immediately preceding the
     date on which a dividend on Common Stock is declared is,
     or as a result of such dividend would become, less than
     20% of total capitalization, the Corporation shall not
     declare such dividends in an amount which, together with
     all other dividends on Common Stock paid within the year
     ending with and including the date on which such
     dividend is payable, exceeds 50% of the net income of
     the Corporation available for dividends on the Common
     Stock for the twelve full calendar months immediately
     preceding the month in which such dividends are
     declared, except in an amount not exceeding the
     aggregate of dividends on Common Stock which under the
     restrictions set forth above in this subparagraph (a)
     could have been, and have not been, declared; and
     
          (b) If and so long as the Common Stock Equity at
     the end of the calendar month immediately preceding the
     date on which a dividend on Common Stock is declared is,
     or as a result of such dividend would become, less than
     25% but not less than 20% of total capitalization, the
     Corporation shall not declare dividends on the Common
     Stock in an amount which, together with all other
     dividends on Comrnon Stock paid within the year ending
     with and including the date on which such dividend is
     payable, exceeds 75% of the net income of the
     Corporation and Mississippi Power & Light Company, a
     Florida corporation, available for dividends on the
     Common Stock for the twelve full calendar months
     immediately preceding the month in which such dividends
     are declared, except in an amount not exceeding the
     aggregate of dividends on Common Stock which under the
     restrictions set forth above in subparagraph (a) and in
     this subparagraph (b) could have been and have not been
     declared; and
     
          (c) If any time when the Common Stock Equity is 25%
     or more of total capitalization, the Corporation may not
     declare dividends on shares of the Common Stock which
     would reduce the Common Stock Equity below 25% of total
     capitalization, except to the extent provided in
     subparagraphs (a) and (b) above.

     At anytime when the aggregate of all amounts credited
subsequent to January 1, 1954, to the depreciation reserve
account of the Corporation and Mississippi Power & Light
Company, a Florida corporation, through charges to operating
revenue deductions or otherwise on the books of the
Corporation and Mississippi Power & Light Company, a Florida
corporation, shall be less than the amount computed as
provided in clause (aa) below, under requirements contained
in the Corporation's mortgage indentures, then for the
purposes of subparagraphs (a) and (b) above, in determining
the earnings available for common stock dividends during any
twelve-month period, the amount to be provided for
depreciation in that period shall be (aa) the greater of the
cumulative amount charged to depreciation expense on the
books of the Corporation and Mississippi Power & Light
Company, a Florida corporation, or the cumulative amount
computer under requirements contained in the Corporation's
mortgage indentures relating to minimum depreciation
provisions (the latter cumulative amount being the aggregate
of the largest amounts separately computed for entire periods
of differing co-existing mortgage indenture requirements) for
the period from January 1, 1954, to and including said twelve-
month period, less (bb) the greater of the cumulative amount
charged to depreciation expense on the books of the
Corporation and Mississippi Power & Light Company, a Florida
corporation, or the cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions (the
latter cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of differing
coexisting mortgage indenture requirements) from January 1,
1954, up to but excluding said twelve-month period; provided
that in the event any company other than Mississippi Power &
Light Company, a Florida corporation, is merged into the
Corporation the "cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions"
referred to above shall be computed without regard, for the
period perior to the merger, of property acquired in the
merger, and the "cumulative amount charged to depreciation
expense on the books of the Corporation" shall be exclusive
of amounts provided for such property prior to the merger.

     (I) The Board of Directors are hereby expressly
authorized by resolution or resolutions to state and express
the series and distinctive serial designation of any
authorized and unissued shares of Preferred Stock proposed to
be issued, the number of shares to constitute each such
series, the annnal rate or rates of dividends payable on
shares of each series together with the dates on which such
dividends shall be paid in each year, the date from which
such dividends shall commence to accumulate, the amount or
amounts payable upon redemption and the sinking fund
provisions, if any, for the redemption or purchase of shares.

    (J) Dividends may be paid upon the Common Stock only when
(i) dividends have been paid or declared and funds set apart
for the payment of dividends as aforesaid on the Preferred
Stock from thc date(s) after which dividends thereon became
cumulative, to the beginning of the period then current, with
respect to which such dividends on the Preferred Stock are
usually declared, and (ii) all payments have been made or
funds have been set aside for payments then or theretofore
due under sinking fund provisions, if any, for the redemption
or purchase of shares of any series of the Preferred Stock,
but whenever (x) there shall have been paid or declared and
funds shall have been set apart for the payment of all such
dividends upon the Preferred Stock as aforesaid, and (y) all
payments shall have been made or funds shall have been set
aside for payments then or theretofore due under sinking fund
provisions, if any, for the redemption or purchase of shares
of any series of the Preferred Stock, then, subject to the
limitations above set forth, dividends upon the Common Stock
may be declared payable then or thereafter, out of any net
earnings or surplus of assets over liabilities, including
capital, then remaining. After the payment of the limited
dividends and/or shares in distribution of assets to which
the Preferred Stock is expressly entitled in preference to
the Common Stock, in accordancc with the provisions
hereinabove set forth, the Common Stock alone (subject to the
rights of any class of stock hereafter authorized) shall
receive all further dividends and shares in distribution.

     (K) Subject to the limitations hereinabove set forth the
Corporation from time to time may resell any of its own
stock, purchased or otherwise acquired by it as hereinafter
provided for, at such price as may be fixed by its Board of
Directors or Executive Committee.

     (L) Subject to the limitations hereinabove set forth the
Corporation in order to acquire funds with which to redeem
any outstanding Preferred Stock of any class, may issue and
sell stock of any class then authorized but unissued, bonds,
notes, evidences of indebtedness, or other securities.

     (M) Subject to the limitations hereinabove set forth the
Board of Directors of the Corporation may at any time
authorize the conversion or exchange of the whole or any
particular share of the outstanding preferred stock of any
class with the consent of the holder thereof, into or for
stock of any other class at the time of such consent
authorized but unissued and may fix the terms and conditions
upon which such conversion or exchange may be made; provided
that without the consent of the holders of record of
two-thirds of the shares of Common Stock outstanding given at
a meeting of the holders of the Common Stock called and held
as provided by the By-Laws or given in writing without a
meeting, the Board of Directors shall not authorize the
conversion or exchange of any preferred stock of any class
into or for Common Stock or authorize the conversion or
exchange of any preferred stock; of any class into or for
preferred stock of any other class, if by such conversion or
exchange the amount which the holders of the shares of stock
so converted or exchanged would be entitled to receive either
as dividends or shares in distribution of assets in
preference to the Common Stock would be increased.

     (N) A consolidation, merger or amalgamation of the
Corporation with or into any other corporation or
corporations shall not be deemed a distribution of assets of
the Corporation within the meaning of any provisions of these
Restated Articles of Incorporation.
    
     (O) The consideration received by the Corporation from
the sale of any additional stock without nominal or par value
shall be entered in the Corporation's capital stock account.

     (P) Subject to the limitations hereinabove set forth
upon the vote of a majority of all the Directors of the
Corporation and of a majority of the total number of shares
of stock then issued and outstanding and entitled to vote,
irrespective of class (or if the vote of a larger number or
different proportion of shares is required by the laws of the
State of Mississippi notwithstanding the above agreement of
the stockholders of the Corporation to the contrary, then
upon the vote of the larger number or different proportion of
shares so required), the Corporation may from time to time
create or authorize one or more other classes of stock with
such preferences, designations, rights, privileges, powers,
restrictions, limitations and qualifications as may be
determined by said vote, which may be the same as or
different from the preferences, designations, rights,
privileges, powers, restrictions, limitations and
qualifications of the classes of stock of the Corporation
then authorized. Any such vote authorizing the creation of a
new class of stock may provide that all moneys payable by the
Corporation with respect to any class of stock thereby
authorized shall be paid in the money of any foreign country
named therein or designated by the Board of Directors,
pursuant to authority therein granted, at a fixed rate of
exchange with the money of the United States of America
therein stated or provided for and all such payments shall be
made accordingly. Any such vote may authorize any shares of
any class then authorized but unissued to be issued as shares
of such new class or classes

     (Q) Subject to the limitations hereinabove set forth,
either the Preferred Stock or the Common Stock or both of
said classes of stock, may be increased at any time upon vote
of the holders of a majority of the total number of shares of
the Corporation then issued and outstanding and entitled to
vote thereon, irrespective of class.

     (R) If any provisions in this Section Fourth shall be in
conflict or inconsistent with any other provisions of these
Restated Articles of Incorporation of the Corporation the
provisions of this Section Fourth shall prevail and govern.

     FIFTH:  The Corporation will not commence business until
at least $1,000 has been received by it as consideration for
the issuance of shares.

     SIXTH: Existing provisions limiting or denying to
shareholders the preemptive right to acquire additional or
treasury shares of the Corporation are:
    
     No holder of any stock of the Corporation shall be
entitled as of right to purchase or subscribe for any part of
any unissued stock of the Corporation, or any additional
stock of any class to be issued by reason of any increase of
the authorized capital stock of the Corporation or of bonds,
certificates of indebtedness, debentures, or other securities
convertible into stock of the Corporation, but any such
unissued stock or any such additional authorized issue of new
stock, or of securities convertible into stock, may be issued
and disposed of by the Board of Directors without offering to
the stockholders then of record, or to any class of
stockholders, any thereof on any terms.

     SEVENTH: Existing provisions of the Restated Articles of
Incorporation for the regulation of the internal affairs of
the Corporation are:
     
          (a) General authority is hereby conferred upon the
     Board of Directors to fix the consideration for which
     shares of stock of the Corporation without nominal or
     par value may be issued and disposed of, and the shares
     of stock of the Corporation without nominal or par
     value, whether authorized by these Restated Articles of
     Incorporation or by subsequent increase of the
     authorized number of shares of stock or by amendment of
     these Restated Articles of Incorporation by
     consolidation or merger or otherwise, and/or any
     securities convertible into stock of the Corporation
     without nominal or par value may be issued and disposed
     of for such consideration and on such terms and in such
     manner as may be fixed from time to time by the Board of
     Directors.
     
          (b) The issue of the whole, or any part determined
     by the Board of Directors, of the shares of stock of the
     Corporation as partly paid, and subject to calls thereon
     until the whole thereof shall have been paid, is hereby
     authorized.
     
          (c) The Board of Directors shall have power to
     authorize the payment of compensation to the directors
     for services to the Corporation, including fees for
     attendance at meetings of the Board of Directors or the
     Executive Committee and all other committees and to
     determine the amount of such compensation and fees.

          (d) The Corporation may issue a new certificate of
     stock in the place of any certificate theretofore issued
     by it, alleged to have been lost or destroyed and the
     Board of Directors may, in their discretion, require the
     owner of the lost or destroyed certificate, or his legal
     representative, to give bond in such sum as they may
     direct as indemnity against any claim that may be made
     against the Corporation, its officers, employees or
     agents by reason thereof; a new certificate may be
     issued without requiring any bond when, in the judgment
     of the directors, it is proper so to do.
     
          If the Corporation shall neglect or refuse to issue
     such a new certificate and it shall appear that the
     owner thereof has applied to the Corporation for a new
     certificate in place thereof and has made due proof of
     the loss or destruction thereof and has given such
     notice of his application for such new certificate on
     such newspaper of general circulation, published in the
     State of Mississippi as reasonably should be approved by
     the Board of Directors, and in such other newspaper as
     may be required by the Board of Directors, and has
     tendered to the Corporation adequate security to
     indemnify the Corporation, its officers employees, or
     agents, and any person other than such applicant who
     shall thereafter appear to be the lawful owner of such
     alleged lost or destroyed certificate against damage,
     loss or expense because of the issuance of such new
     certificate, and the effect thereof as herein provided,
     then, unless there is adequate cause why such new
     certificate shall not be issued, the Corporation, upon
     the receipt of said indemnity, shall issue a new
     certificate of stock in place of such lost or destroyed
     certificate. In the event that the Corporation shall
     nevertheless refuse to issue a new certificate as
     aforesaid, the applicant may then petition any court of
     competent jurisdiction for relief against the failure of
     the Corporation to perform its obligations hereunder. In
     the event that the Corporation shall issue such new
     certificate, any person who shall thereafter claim any
     rights under the certificate in place of which such new
     certificate is issued, whether such new certificate is
     issued pursuant to the judgment or decree of such court
     or voluntarily by the Corporation after the publication
     of notice and the receipt of proof and indemnity as
     aforesaid, shall have recourse to such indemnity and the
     Corporation shall be discharged from all liability to
     such person by reason of such certificate and the shares
     represented thereby.
     
          (e) No stockholder shall have any right to inspect
     any account, book or document of the Corporation, except
     as conferred by statute or authorized by the directors.
         
          (f) A director of the Corporation shall not be
     disqualified by his office from dealing or contracting
     with the Corporation either as a vendor, purchaser or
     otherwise, nor shall any transaction or contract of the
     Corporation be void or voidable by reason of the fact
     that any director or any firm of which any director is a
     member or any corporation of which any director is a
     shareholder, officer or director, is in any way
     interested in such transaction or contract, provided
     that such transaction or contract is or shall be
     authorized, ratified or approved either (1) by a vote of
     a majority of a quorum of the Board of Directors or the
     Executive Committee, without counting in such majority
     or quorum any directors so interested or members of a
     firm so interested or a shareholder, officer or director
     of a corporation so interested, or (2) by the written
     consent, or by vote at a stockholders' meeting of the
     holders of record of a majority in number of all the
     outstanding shares of stock of the Corporation entitled
     to vote; nor shall any director be liable to account to
     the Corporation for any profits realized by or from or
     through any such transaction or contract of the
     Corporation, authorized, ratified or approved as
     aforesaid by reason of the fact that he or any firm of
     which he is a member or any corporation of which he is a
     shareholder, officer or director was interested in such
     transaction or contract. Nothing herein contained shall
     create any liability in the events above described or
     prevent the authorization, ratification or approval of
     such contract in any other manner provided by law.
     
          (g) Any director may be removed, whether cause
     shall be assigned for his removal or not, and his place
     filled at any meeting of the stockholders by the vote of
     a majority of the outstanding stock of the Corporation
     entitled to vote. Vacancies in the Board of Directors,
     except vacancies arising from the removal of directors,
     shall be filed by the directors remaining in office.
     
          (h) Any property of the Corporation not essential
     to the conduct of its corporate business and purposes
     may be sold, leased, exchanged or otherwise disposed of
     by authority of its Board of Directors and the
     Corporation may sell, lease or exchange all of its
     property and franchises or any of its property,
     franchises, corporate rights or privileges essential to
     the conduct of its corporate business and purposes upon
     the consent of and for such considerations and upon such
     terms as may be authorized by a majority of the Board of
     Directors and the holders of a majority of the
     outstanding shares of stock entitled to vote, expressed
     in writing or by vote at a meeting called for that
     purpose in the manner provided by the By-Laws of the
     Corporation for special meetings of stockholders; and at
     no time shall any of the plants, properties, easements,
     franchises (other than corporate franchises) or
     securities then owned by the Corporation be deemed to be
     property, franchises, corporate rights or privileges
     essential to the conduct of the corporate business and
     purposes of the Corporation.
     
          Upon the vote or consent of the stockholders
     required to dissolve the Corporation, the Corporation
     shall have power, as the attorney and agent of the
     holders of all of its outstanding stock, to sell, assign
     and transfer all such stock to a new corporation
     organized under the laws of the United States, the State
     of Mississippi or any other state, and to receive as the
     consideration therefor shares of stock of such new
     corporation of the several classes into which the stock
     of the Corporation is then divided, equal in number to
     the number of shares of stock of the Corporation of said
     several classes then outstanding, such shares of said
     new corporation to have the same preferences, voting
     powers, restrictions and qualifications thereof as may
     then attach to the classes of stock of the Corporation
     then outstanding so far as the same shall be consistent
     with such laws of the United States or of the State of
     Mississippi or of such other state, except that the
     whole or any part of such stock or any class thereof may
     be stock with or without nominal or par value. In order
     to make effective such a sale, assignment and transfer,
     the Corporation shall have the right to transfer all its
     outstanding stock on its books and to issue and deliver
     new certificates therefor in such names and amounts as
     such new corporation may direct without receiving for
     cancellation the certificates for such stock previously
     issued and then outstanding. Upon completion of such
     sale, assignment and transfer, the holders of the stock
     of the Corporation shall have no rights or interests in
     or against the Corporation except the right, upon
     surrender of certificates for stock of the Corporation
     properly endorsed, if required, to receive from the
     Corporation certificates for shares of stock of such new
     corporation of the class corresponding to the class of
     the shares surrendered, equal in number to the number of
     shares of the stock of the Corporation so surrendered.
     
          (i) Upon the written assent or pursuant to the
     affirmative vote in person or by proxy of the holders of
     a majority in number of the shares then outstanding and
     entitled to vote, irrespective of class, (1) any or
     every statute of the State of Mississippi hereafter
     enacted, whereby the rights, powers or privileges of the
     Corporation are or may be increased, diminished or in
     any way affected or whereby the rights, powers or
     privileges of the stockholders of corporations organized
     under the law under which the Corporation is organized,
     are increased, diminished or in any way affected or
     whereby effect is given to the action taken by any part,
     less than all, of the stockholders of any such
     corporation, shall, notwithstanding any provisions which
     may at the time be contained in these Restated Articles
     of Incorporation or any law, apply to the Corporation,
     and shall be binding not only upon the Corporation, but
     upon every stockholder thereof, to the same extent as if
     such statute had been in force at the date of the making
     and filing of these Restated Articles of Incorporation
     and/or (2) amendments of these Restated Articles of
     Incorporation authorized at the time of the making of
     such amendments by the laws of the State of Mississippi
     may be made.
     
     EIGHTH: The Restated Articles of Incorporation correctly
set forth without change the corresponding provisions of the
Articles of Incorporation as heretofore amended and restated,
and supersede the original Articles of Incorporation, and all
amendments thereto, and prior Restated Articles of
Incorporation and all amendments thereto.

     DATED: December 21, 1983.



                         MISSISSIPPI POWER & LIGHT COMPANY



                          By: D. C. LUTKEN

                               Its President

[CORPORATE SEAL]


                         By: F. S. YORK, JR.

                                Its Secretary


STATE OF MISSISSIPPI
COUNTY OF HINDS

    I, Bethel Ferguson, a Notary Public, do hereby certify
that on this 21st day of December, 1983, personally appeared
before me D. C. Lutken. who, being by me first duly sworn,
declared that he is the President of Mississippi Power &
Light Company, that he signed the foregoing document as
President of the Corporation, and that the statements therein
contained are true.
                                BETHEL FERGUSON
                                  Notary Public

My commission expires July 23, 1987.

                                   
                                   [NOTARY'S SEAL]



               RESTATED ARTICLES OF INCORPORATION
                               of
                MISSISSIPPI POWER & LIGHT COMPANY
                                
                                
                    Filing and Recording Data


Restated Articles of Incorporation filed with Secretary of
State--December 21, 1983

Certificate of Restated Articles of Incorporation issued by
Secretary of State--December 21, 1983

Certificate of Restated Articles of Incorporation and
Restated Articles of Incorporation filed for record in the
office of the Chancery Clerk of the First Judicial District
of Hinds County, Mississippi, Book 189, Page 624--December
22, 1983.
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
      Statement of Resolution Establishing Series of Shares
                                
                        October 25, 1984

     Pursuant to the provisions of Section 79-3-29 of the
Mississippi Business Corporation Law, the undersigned
Corporation submits the following statement for the purpose
of establishing and designating a series of shares and fixing
and determining the relative rights and preferences thereof:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The attached resolution establishing and designating
         a series of shares and fixing and determining the
         relative rights and preferences thereof was duly
         adopted by the Board of Directors of the Corporation
         on October 24, 1984.
        
         Dated this the 25th day of October, 1984.
        
                         MISSISSIPPI POWER & LIGHT COMPANY



                         By/s/ William Cavanaugh, III
                              William Cavanaugh, III
                                    President


                         By   /s/ Frank S. York, Jr.
                                Frank S. York, Jr.
                              Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                                

                                
STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify
that on this October 25, 1984, personally appeared before me
William Cavanaugh, III, who, being by me first duly sworn,
declared that he is President of Mississippi Power & Light
Company, that he executed the foregoing document as President
of the Corporation, and that the statements therein contained
are true.


                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public


My Commission Expires:


   March 30, 1986


STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify
that on this October 25, 1984, personally appeared before me
Frank S. York, Jr., who, being by me first duly sworn,
declared that he is Senior Vice President, Chief Financial
Officer and Secretary of Mississippi Power & Light Company,
that he executed the foregoing document as Senior Vice
President, Chief Financial Officer and Secretary of the
Corporation, and that the statements therein contained are
true.


                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public




My Commission Expires:


   March 30, 1986



RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as
follows:

A series of 150,000 shares of the Preferred Stock shall:

     (a)  be designated "16.16% Preferred Stock, Cumulative,
$100 Par Value;"

     (b)  have a dividend rate of $16.16 per share per annum
payable quarterly on February 1, May 1, August 1, and
November 1 of each year, the first dividend date to be
February 1, 1986, and such dividends to be cumulative from
the date of issuance;

     (c)  be subject to redemption at the price of $116.16
per share if redeemed on or before November 1, 1989, of
$112.12 per share if redeemed after November 1, 1989, and on
or before November 1, 1994, of $108.08 per share if redeemed
after November 1, 1994, and on or before November 1, 1999,
and of $104.04 per share if redeemed after November 1, 1999,
in each case plus an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date fixed for
redemption; provided, however, that no share of the 16.16%
Preferred Stock, Cumulative, $100 Par Value, shall be
redeemed prior to November 1, 1989, if such redemption is for
the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation of
stock ranking prior to or on a parity with the 16.16%
Preferred Stock, Cumulative, $100 Par Value, as to dividends
or assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed) of
less than 16.2772% per annum; and

     (d)  be subject to redemption as and for a sinking fund
as follows:  on November 1, 1989 and on each November 1
thereafter (each such date being hereinafter referred to as a
"16.16% Sinking Fund Redemption Date"), for so long as any
shares of the 16.16% Preferred Stock, Cumulative, $100 Par
Value, shall remain outstanding, the Corporation shall
redeem, out of funds legally available therefor, 7,500 shares
of the 16.16% Preferred Stock, Cumulative, $100 Par Value,
(or the number of shares than outstanding if less than 7,500)
at the sinking fund redemption price of $100 per share plus,
as to each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the date
of redemption (the obligation of the Corporation so to redeem
the shares of the 16.16% Preferred Stock, Cumulative, $100
Par Value, being hereinafter referred to as the "16.16%
Sinking Fund Obligation"); the 16.16% Sinking Fund Obligation
shall be cumulative; if on any 16.16% Sinking Fund Redemption
Date, the Corporation shall not have funds legally available
therefor sufficient to redeem the full number of shares
required to be redeemed on that date, the 16.16% Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive 16.16% Sinking Fund
Redemption Date until such shares shall have been redeemed;
whenever on any 16.16% Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the 16.16% Sinking Fund Obligation and all
other sinking fund and similar obligations than existing with
respect to any other class or series of its stock ranking on
a parity as to dividends or assets with the 16.16% Preferred
Stock, Cumulative, $100 Par Value (such obligation and
obligations collectively being hereinafter referred to as the
"Total Sinking Fund Obligations"),  are insufficient to
permit the Corporation to satisfy fully its Total Sinking
Fund Obligation on that date, the Corporation shall apply to
the satisfaction on its 16.16% Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such 16.16% Sinking Fund
Obligation to such Total Sinking Fund Obligation; in addition
to the 16.16% Sinking Fund Obligation, the Corporation shall
have the option, which shall be noncumulative, to redeem,
upon authorization of the Board of Directors, on each 16.16%
Sinking Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 7,500 additional shares of the 16.16%
Preferred Stock, Cumulative $100 Par Value; the Corporation
shall be entitled, at its election, to credit against its
16.16% Sinking Fund Obligation on any 16.16% Sinking Fund
Redemption Date any shares of the Preferred Stock,
Cumulative, $100 Par Value (including shares of the 16.16%
Preferred Stock, Cumulative, $100 Par Value, optionally
redeemed at the aforesaid sinking fund price) theretofore
redeemed (other than shares of the 16.16% Preferred Stock,
Cumulative, $100 Par Value, redeemed pursuant to the 16.16%
Sinking Fund Obligation) purchased or otherwise acquired and
not previously credited against the 16.16% Sinking Fund
Obligation.
                
                
                

                MISSISSIPPI POWER & LIGHT COMPANY
                                
      Statement of Resolution Establishing Series of Shares
                                
                          July 24, 1986
                                
     Pursuant to the provisions of Section 79-3-29 of the
Mississippi Code of 1972, the undersigned Corporation submits
the following statement for the purpose of establishing and
designating a series of shares and fixing and determining the
relative rights and preferences thereof:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The attached resolution establishing and designating
         a series of shares and fixing and determining the
         relative rights and preferences thereof was duly
         adopted by the Board of Directors of the Corporation
         on July 24, 1986.
        
         Dated this the 24th day of July, 1986.
        
                         MISSISSIPPI POWER & LIGHT COMPANY



                         By/s/ William Cavanaugh, III
                              William Cavanaugh, III
                                    President


                         By   /s/ Frank S. York, Jr.
                                Frank S. York, Jr.
                              Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                                

                                

STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joseph L. Blount, a Notary Public, do hereby certify
that on this July 24, 1986, personally appeared before me
William Cavanaugh, III, who, being by me first duly sworn,
declared that he is President of Mississippi Power & Light
Company, a Mississippi corporation, that he executed the
foregoing document as President of the Corporation, and that
the statements therein contained are true.


                                 /s/ Joseph L. Blount
                              Joseph L. Blount, Notary Public


My Commission Expires:


   January 20, 1990









STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joseph L. Blount, a Notary Public, do hereby certify
that on this July 24, 1986, personally appeared before me
Frank S. York, Jr., who, being by me first duly sworn,
declared that he is Senior Vice President, Chief Financial
Officer and Secretary of Mississippi Power & Light Company, a
Mississippi corporation, that he executed the foregoing
document as Senior Vice President, Chief Financial Officer
and Secretary of the Corporation, and that the statements
therein contained are true.


                                   /s/ Joseph L. Blount
                              Joseph L. Blount, Notary Public




My Commission Expires:


   January 20, 1990



RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as
follows:

A series of 350,000 shares of the Preferred Stock shall:

     (a)  be designated "9% Preferred Stock, Cumulative, $100
Par Value;"

     (b)  have a dividend rate of $9.00 per share per annum
payable quarterly on February 1, May 1, August 1, and
November 1 of each year, the first dividend date to be
November 1, 1986, and such dividends to be cumulative from
the date of issuance;

     (c)  be subject to redemption at the price of $109.00
per share if redeemed on or before July 1, 1991, of $106.75
per share if redeemed after July 1, 1991, in each case plus
an amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption; provided,
however, that no share of the 9% Preferred Stock, Cumulative,
$100 Par Value, shall be redeemed prior to July 1, 1991, if
such redemption is for the purpose or in anticipation of
refunding such share through the use, directly or indirectly,
of funds borrowed by the Corporation, or through the use,
directly or indirectly, of funds derived through the issuance
by the Corporation of stock ranking prior to or on a parity
with the 9% Preferred Stock, Cumulative, $100 Par Value, as
to dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or
such stock has an effective dividend cost to the Corporation
(so computed) of less than 9.9901% per annum; and

     (d)  be subject to redemption as and for a sinking fund
as follows:  on July 1, 1991, and on each July 1 thereafter
(each such date being hereinafter referred to as a "9%
Sinking Fund Redemption Date"), for so long as any shares of
the 9% Preferred Stock, Cumulative, $100 Par Value, shall
remain outstanding, the Corporation shall redeem, out of
funds legally available therefor, 70,000 shares of the 9%
Preferred Stock, Cumulative, $100 Par Value, (or the number
of shares than outstanding if less than 70,000) at the
sinking fund redemption price of $100 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the date
of redemption (the obligation of the Corporation so to redeem
the shares of the 9% Preferred Stock, Cumulative, $100 Par
Value, being hereinafter referred to as the "9% Sinking Fund
Obligation"); the 9% Sinking Fund Obligation shall be
cumulative; if on any 9.% Sinking Fund Redemption Date, the
Corporation shall not have funds legally available therefor
sufficient to redeem the full number of shares required to be
redeemed on that date, the 9% Sinking Fund Obligation with
respect to the shares not redeemed shall carry forward to
each successive 9% Sinking Fund Redemption Date until such
shares shall have been redeemed; whenever on any 9% Sinking
Fund Redemption Date, the funds of the Corporation legally
available for the satisfaction of the 9% Sinking Fund
Obligation and all other sinking fund and similar obligations
than existing with respect to any other class or series of
its stock ranking on a parity as to dividends or assets with
the 9% Preferred Stock, Cumulative, $100 Par Value (such
obligation and obligations collectively being hereinafter
referred to as the "Total Sinking Fund Obligations"),  are
insufficient to permit the Corporation to satisfy fully its
Total Sinking Fund Obligation on that date, the Corporation
shall apply to the satisfaction on its 9% Sinking Fund
Obligation on that date that proportion of such legally
available funds which is equal to the ratio of such 9%
Sinking Fund Obligation to such Total Sinking Fund
Obligation; the Corporation shall be entitled, at its
election, to credit against its 9% Sinking Fund Obligation on
any 9% Sinking Fund Redemption Date any shares of the
Preferred Stock, Cumulative, $100 Par Value, theretofore
redeemed (other than shares of the 9% Preferred Stock,
Cumulative, $100 Par Value, redeemed pursuant to the 9%
Sinking Fund Obligation) purchased or otherwise acquired and
not previously credited against the 9% Sinking Fund
Obligation.




                MISSISSIPPI POWER & LIGHT COMPANY
                                
               Statement of Cancellation of Shares
                                
                        September 1, 1986
                                
     Pursuant to the provisions of Section 79-3-133 of the
Mississippi Code of 1972, the undersigned Corporation submits
the following statement of cancellation of redeemable shares
by redemption:

     1. The name of the corporation is Mississippi Power &
        Light Company.
     
     2. The number of redeemable shares cancelled through
        redemption is 20,000 shares of 17% preferred stock,
        cumulative, $100 par value.
     
     3. The aggregate number of issued shares, itemized by
        class and series, after giving effect to such
        cancellation is as follows:
        
        (a) 6,275,000 shares of common stock, without par
             value;
        (b) 59,920 shares of 4.36% preferred stock,
             cumulative, $100 par value;
        (c) 43,888 shares of 4.56% preferred stock,
             cumulative, $100 par value;
        (d) 100,000 shares of 4.92% preferred stock,
             cumulative, $100 par value;
        (e) 75,000 shares of 9.16% preferred stock,
             cumulative, $100 par value;
        (f) 100,000 shares of 7.44% preferred stock,
             cumulative, $100 par value;
        (g) 180,000 shares of 17% preferred stock,
             cumulative, $100 par value;
        (h) 100,000 shares of 14.75% preferred stock,
             cumulative, $100 par value;
        (i) 100,000 shares of 12% preferred stock,
             cumulative, $100 par value;
        (j) 150,000 shares of 16.16% preferred stock,
             cumulative, $100 par value;
        (k) 350,000 shares of 9% preferred stock,
             cumulative, $100 par value;
     
     4. The amount, expressed in dollars, of the stated
        capital of the Corporation, after giving effect to
        such cancellation is $270,205,800.00.
     
     5. The Restated Articles of Incorporation of the
        Corporation provide that the cancelled shares shall
        not be reissued, and the number of shares which the
        Corporation has authority to issue, itemized by
        class, after giving effect to such cancellation, is
        as follows:
        
        (a) 15,000,000 shares of common stock, without par
             value, 6,275,000 of such shares being issued
             and outstanding at the date hereof; and
        (b) 1,984,476 shares of preferred stock, 1,258,808
             shares of which are issued and outstanding as
             outlined above.
        
        Dated this the 10th day of December, 1986.
        
                         MISSISSIPPI POWER & LIGHT COMPANY

                         By   /s/ Frank S. York, Jr.
                                  Frank S. York, Jr.
                               Senior Vice President,
                              Chief Financial Officer
                                   and Secretary

                         By        /s/ A. H. Mapp
                                     A. H. Mapp
                               Assistant Secretary and
                                 Assistant Treasurer
                                



STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify
that on this 10th day of December, 1986, personally appeared
before me Frank S. York, Jr., who, being by me first duly
sworn, declared that he is Senior Vice President, Chief
Financial Officer and Secretary of Mississippi Power & Light
Company, a Mississippi corporation, that he executed the
foregoing document as Senior Vice President, Chief Financial
Officer and Secretary of the Corporation, and that the
statements therein contained are true.

                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public
My Commission Expires:

________________________


STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify
that on this 10th day of December, 1986, personally appeared
before me A. H. Mapp, who, being by me first duly sworn,
declared that he is Assistant Secretary and Assistant
Treasurer of Mississippi Power & Light Company, a Mississippi
corporation, that he executed the foregoing document as
Senior Vice President, Chief Financial Officer and Secretary
of the Corporation, and that the statements therein contained
are true.

                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public

My Commission Expires:

________________________
                                


                MISSISSIPPI POWER & LIGHT COMPANY
                                
               Statement of Cancellation of Shares
                                
                        November 1, 1986
                                
     Pursuant to the provisions of Section 79-3-133 of the
Mississippi Code of 1972, the undersigned Corporation submits
the following statement of cancellation of redeemable shares
by redemption:

     1. The name of the corporation is Mississippi Power &
        Light Company.
     
     2. The number of redeemable shares cancelled through
        redemption is 180,000 shares of 17% preferred stock,
        cumulative, $100 par value.
     
     3. The aggregate number of issued shares, itemized by
        class and series, after giving effect to such
        cancellation is as follows:
        
        (a) 6,275,000 shares of common stock, without par
             value;
        (b) 59,920 shares of 4.36% preferred stock,
             cumulative, $100 par value;
        (c) 43,888 shares of 4.56% preferred stock,
             cumulative, $100 par value;
        (d) 100,000 shares of 4.92% preferred stock,
             cumulative, $100 par value;
        (e) 75,000 shares of 9.16% preferred stock,
             cumulative, $100 par value;
        (f) 100,000 shares of 7.44% preferred stock,
             cumulative, $100 par value;
        (g) 100,000 shares of 14.75% preferred stock,
             cumulative, $100 par value;
        (h) 100,000 shares of 12% preferred stock,
             cumulative, $100 par value;
        (i) 150,000 shares of 16.16% preferred stock,
             cumulative, $100 par value;
        (j) 350,000 shares of 9% preferred stock,
             cumulative, $100 par value;
     
     4. The amount, expressed in dollars, of the stated
        capital of the Corporation, after giving effect to
        such cancellation is $252,205,800.00.
     
     5. The Restated Articles of Incorporation of the
        Corporation provide that the cancelled shares shall
        not be reissued, and the number of shares which the
        Corporation has authority to issue, itemized by
        class, after giving effect to such cancellation, is
        as follows:
        
        (a) 15,000,000 shares of common stock, without par
             value, 6,275,000 of such shares being issued
             and outstanding at the date hereof; and
        (b) 1,804,476 shares of preferred stock, 1,078,808
             shares of which are issued and outstanding as
             outlined above.
        
        Dated this the 10th day of December, 1986.
        
                         MISSISSIPPI POWER & LIGHT COMPANY

                         By   /s/ Frank S. York, Jr.
                                  Frank S. York, Jr.
                               Senior Vice President,
                              Chief Financial Officer
                                   and Secretary

                         By        /s/ A. H. Mapp
                                     A. H. Mapp
                               Assistant Secretary and
                                 Assistant Treasurer
                                


STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify
that on this 10th day of December, 1986, personally appeared
before me Frank S. York, Jr., who, being by me first duly
sworn, declared that he is Senior Vice President, Chief
Financial Officer and Secretary of Mississippi Power & Light
Company, a Mississippi corporation, that he executed the
foregoing document as Senior Vice President, Chief Financial
Officer and Secretary of the Corporation, and that the
statements therein contained are true.

                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public

My Commission Expires:

________________________


STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify
that on this 10th day of December, 1986, personally appeared
before me A. H. Mapp, who, being by me first duly sworn,
declared that he is Assistant Secretary and Assistant
Treasurer of Mississippi Power & Light Company, a Mississippi
corporation, that he executed the foregoing document as
Senior Vice President, Chief Financial Officer and Secretary
of the Corporation, and that the statements therein contained
are true.

                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public

My Commission Expires:

________________________



                MISSISSIPPI POWER & LIGHT COMPANY
                                
               Statement of Cancellation of Shares
                                
                        November 1, 1986
                                
     Pursuant to the provisions of Section 79-3-133 of the
Mississippi Code of 1972, the undersigned Corporation submits
the following statement of cancellation of redeemable shares
by redemption:

     1. The name of the corporation is Mississippi Power &
        Light Company.
     
     2. The number of redeemable shares cancelled through
        redemption is 100,000 shares of 14.75% preferred
        stock, cumulative, $100 par value.
     
     3. The aggregate number of issued shares, itemized by
        class and series, after giving effect to such
        cancellation is as follows:
        
        (a) 6,275,000 shares of common stock, without par
             value;
        (b) 59,920 shares of 4.36% preferred stock,
             cumulative, $100 par value;
        (c) 43,888 shares of 4.56% preferred stock,
             cumulative, $100 par value;
        (d) 100,000 shares of 4.92% preferred stock,
             cumulative, $100 par value;
        (e) 75,000 shares of 9.16% preferred stock,
             cumulative, $100 par value;
        (f) 100,000 shares of 7.44% preferred stock,
             cumulative, $100 par value;
        (g) 100,000 shares of 12% preferred stock,
             cumulative, $100 par value;
        (h) 150,000 shares of 16.16% preferred stock,
             cumulative, $100 par value;
        (i) 350,000 shares of 9% preferred stock,
             cumulative, $100 par value;
     
     4. The amount, expressed in dollars, of the stated
        capital of the Corporation, after giving effect to
        such cancellation is $242,205,800.00.
     
     5. The Restated Articles of Incorporation of the
        Corporation provide that the cancelled shares shall
        not be reissued, and the number of shares which the
        Corporation has authority to issue, itemized by
        class, after giving effect to such cancellation, is
        as follows:
        
        (a) 15,000,000 shares of common stock, without par
             value, 6,275,000 of such shares being issued
             and outstanding at the date hereof; and
        (b) 1,704,476 shares of preferred stock, 978,808
             shares of which are issued and outstanding as
             outlined above.
        
        Dated this the 10th day of December, 1986.
        
                         MISSISSIPPI POWER & LIGHT COMPANY

                         By   /s/ Frank S. York, Jr.
                                  Frank S. York, Jr.
                               Senior Vice President,
                              Chief Financial Officer
                                   and Secretary

                         By        /s/ A. H. Mapp
                                     A. H. Mapp
                               Assistant Secretary and
                                 Assistant Treasurer
                                


STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify
that on this 10th day of December, 1986, personally appeared
before me Frank S. York, Jr., who, being by me first duly
sworn, declared that he is Senior Vice President, Chief
Financial Officer and Secretary of Mississippi Power & Light
Company, a Mississippi corporation, that he executed the
foregoing document as Senior Vice President, Chief Financial
Officer and Secretary of the Corporation, and that the
statements therein contained are true.

                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public

My Commission Expires:

________________________


STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify
that on this 10th day of December, 1986, personally appeared
before me A. H. Mapp, who, being by me first duly sworn,
declared that he is Assistant Secretary and Assistant
Treasurer of Mississippi Power & Light Company, a Mississippi
corporation, that he executed the foregoing document as
Senior Vice President, Chief Financial Officer and Secretary
of the Corporation, and that the statements therein contained
are true.

                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public

My Commission Expires:

________________________



                MISSISSIPPI POWER & LIGHT COMPANY
                                
      Statement of Resolution Establishing Series of Shares
                                
                        January 13, 1987
                                
     Pursuant to the provisions of Section 79-3-29 of the
Mississippi Code of 1972, the undersigned Corporation submits
the following statement for the purpose of establishing and
designating a series of shares and fixing and determining the
relative rights and preferences thereof:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The attached resolution establishing and designating
         a series of shares and fixing and determining the
         relative rights and preferences thereof was duly
         adopted by the Board of Directors of the Corporation
         on January 13, 1987.
        
         Dated this the 13th day of January, 1987.
        
                         MISSISSIPPI POWER & LIGHT COMPANY



                         By      /s/ D. C. Lutken
                                   D. C. Lutken
                              President, Chairman of
                               the Board and Chief
                                Executive Officer


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                                

                                
STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify
that on this January 13, 1987, personally appeared before me
D. C. Lutken, who, being by me first duly sworn, declared
that he is President, Chairman of the Board and Chief
Executive Officer of Mississippi Power & Light Company, a
Mississippi corporation, that he executed the foregoing
document as President, Chairman of the Board and Chief
Executive Officer of the Corporation, and that the statements
therein contained are true.


                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public


My Commission Expires:


________________________



STATE OF MISSISSIPPI

COUNTY OF MINDS

     I, Joy L. Spears, a Notary Public, do hereby certify
that on this January 13, 1987, personally appeared before me
G. A. Goff, who, being by me first duly sworn, declared that
he is Senior Vice President, Chief Financial Officer and
Secretary of Mississippi Power & Light Company, a Mississippi
corporation, that he executed the foregoing document as
Senior Vice President, Chief Financial Officer and Secretary
of the Corporation, and that the statements therein contained
are true.


                                 /s/ Joy L. Spears
                              Joy L. Spears, Notary Public




My Commission Expires:


________________________




RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as
follows:

A series of 350,000 shares of the Preferred Stock shall:

     (a)  be designated "9.76% Preferred Stock, Cumulative,
$100 Par Value;"

     (b)  have a dividend rate of $9.76 per share per annum
payable quarterly on February 1, May 1, August 1, and
November 1 of each year, the first dividend date to be May 1,
1987, and such dividends to be cumulative from the date of
issuance;

     (c)  be subject to redemption at the price of $109.76
per share if redeemed on or before January 1, 1988, of
$108.68 per share if redeemed after January 1, 1988, and on
or before January 1, 1989, of $107.60 per share if redeemed
after January 1, 1989,, and on or before January 1, 1990, of
$106.51 per share if redeemed after January 1, 1990, and on
or before January 1, 1991, of $105.43 per share if redeemed
after January 1, 1991, and on or before January 1, 1992, of
$104.34 per share if redeemed after January 1, 1992, and on
or before January 1, 1993, of $103.26 per share if redeemed
after January 1, 1993, and on or before January 1, 1994, of
$102.17 per share if redeemed after January 1, 1994, and on
or before January 1, 1995, of $101.09 per share if redeemed
after January 1, 1995, and on or before January 1, 1996, and
of $100.00 per share if redeemed after January 1, 1996, in
each case plus an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date fixed for
redemption; provided, however, that no share of the 9.76%
Preferred Stock, Cumulative, $100 Par Value, shall be
redeemed prior to January 1, 1992, if such redemption is for
the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation of
stock ranking prior to or on a parity with the 9.76%
Preferred Stock, Cumulative, $100 Par Value, as to dividends
or assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed) of
less than 9.9165% per annum; and

     (d)  be subject to redemption as and for a sinking fund
as follows:  on January 1, 1993, and on each January 1
thereafter (each such date being hereinafter referred to as a
"9.76% Sinking Fund Redemption Date"), for so long as any
shares of the 9.76% Preferred Stock, Cumulative, $100 Par
Value, shall remain outstanding, the Corporation shall
redeem, out of funds legally available therefor, 70,000
shares of the 9.76% Preferred Stock, Cumulative, $100 Par
Value, (or the number of shares than outstanding if less than
70,000) at the sinking fund redemption price of $100 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends thereon,
if any, to the date of redemption (the obligation of the
Corporation so to redeem the shares of the 9.76% Preferred
Stock, Cumulative, $100 Par Value, being hereinafter referred
to as the "9.76% Sinking Fund Obligation"); the 9.76% Sinking
Fund Obligation shall be cumulative; if on any 9.76% Sinking
Fund Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date, the
9.76% Sinking Fund Obligation with respect to the shares not
redeemed shall carry forward to each successive 9.76% Sinking
Fund Redemption Date until such shares shall have been
redeemed; whenever on any 9.76% Sinking Fund Redemption Date,
the funds of the Corporation legally available for the
satisfaction of the 9.76% Sinking Fund Obligation and all
other sinking fund and similar obligations than existing with
respect to any other class or series of its stock ranking on
a parity as to dividends or assets with the 9.76% Preferred
Stock, Cumulative, $100 Par Value (such obligation and
obligations collectively being hereinafter referred to as the
"Total Sinking Fund Obligations"),  are insufficient to
permit the Corporation to satisfy fully its Total Sinking
Fund Obligation on that date, the Corporation shall apply to
the satisfaction on its 9.76% Sinking Fund Obligation on that
date that proportion of such legally available funds which is
equal to the ratio of such 9.76% Sinking Fund Obligation to
such Total Sinking Fund Obligation; the Corporation shall be
entitled, at its election, to credit against its 9.76%
Sinking Fund Obligation on any 9.76% Sinking Fund Redemption
Date any shares of the Preferred Stock, Cumulative, $100 Par
Value, theretofore  redeemed (other than shares of the 9.76%
Preferred Stock, Cumulative, $100 Par Value, redeemed
pursuant to the 9.76% Sinking Fund Obligation) purchased or
otherwise acquired and not previously credited against the
9.76% Sinking Fund Obligation.

FURTHER RESOLVED That the officers of the Company are hereby
authorized and directed to execute, file, publish and record
all such statements and other documents, and to do and
perform all such other and further acts and things, as in the
judgment of the officer or officers taking such action may be
necessary or desirable for the purpose of causing the
immediately preceding resolution to become fully effective
and of causing said resolution to become and constitute an
amendment of the Restated Articles of Incorporation of the
Company, all in the manner and to the extent required by the
Mississippi Business Corporation Law.




                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                 Section 79-4-6.31 (Supp. 1987)
                                
                          March 8, 1988
                                
     The undersigned corporation, pursuant to Section 79-4-
6.31 of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 5,000 shares of 12%
         Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
         (a) 15,000,000 shares of common stock, without par
             value, 6,275,000 of such shares being issued and
             outstanding at the date hereof; and
         (b) 1,699,476 shares of preferred stock, 1,323,808
             shares of which are issued and outstanding in
             the following series:
             (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
             (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
             (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
             (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
             (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
             (vi) 95,000 shares of 12% preferred stock,
                  cumulative, $100 par value;
             (vii)150,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
             (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
             (ix) 350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 8th day of March, 1988.
        
                         MISSISSIPPI POWER & LIGHT COMPANY

                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary

                         By      /s/ J. R. Martin
                                   J. R. Martin
                              Treasurer and Assistant
                                     Secretary
                
                

                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                 Section 79-4-6.31 (Supp. 1988)
                                
                        January 19, 1989
                                
     The undersigned corporation, pursuant to Section 79-4-
6.31 of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 1,500 shares of 12%
         Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,699,476 shares of preferred stock, 1,323,808
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 93,500 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)150,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 19th day of January, 1989.
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
           
           

           REGISTERED AGENT/OFFICE STATEMENT OF CHANGE
                     (Mark appropriate box)
                                

             X DOMESTIC               X PROFIT

               FOREIGN                  NONPROFIT


1.   Name of Corporation:
          Mississippi Power & Light Company

                                  Federal Tax ID:  64-0205830

2.   Current street address of registered office:
          308 East Pearl Street
          Jackson, Mississippi  39201

3.   New street address of registered office:  (No change)


4.   Name of current registered agent:
          Donald C. Lutken or Robert C. Grenfell

5.   Name of new registered agent:
          Michael B. Bemis or Robert C. Grenfell

6.   (Mark appropriate box)
     (X)  The undersigned hereby accepts designation as
          registered agent for service of process.

               /s/ Michael B. Bemis
               /s/ Robert C. Grenfell

     ( )  Statement of written consent if attached.

7.   ( )  Nonprofit. The street address of the registered
                     office and the street address of the
                     principal office of its registered
                     agent will be identical.
     (X)  Profit.    The street address of the registered
                     office and the street address of the
                     business office of its registered agent
                     will be identical.

8.   The corporation has been notified of the change of
     registered office.

          Mississippi Power & Light Company
             Corporate Name



By:   Michael B. Bemis, President and COO  /s/ Michael B. Bemis
        PRINTED NAME/CORPORATE TITLE              SIGNATURE
                                
                                


                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                 Section 79-4-6.31 (Supp. 1988)
                                
                         March 30, 1989
                                
     The undersigned corporation, pursuant to Section 79-4-
6.31 of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 8,500 shares of 12%
         Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,699,476 shares of preferred stock, 1,323,808
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 85,000 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)150,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 30th day of March, 1989.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary

                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                 Section 79-4-6.31 (Supp. 1988)
                                
                         March 30, 1989
                                
     The undersigned corporation, pursuant to Section 79-4-
6.31 of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 5,800 shares of 12%
         Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,692,176 shares of preferred stock, 1,316,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 87,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)150,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 30th day of March, 1989.
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                                


                     ARTICLES OF CORRECTION
                     (Mark appropriate box)
                                

            X  PROFIT                   NONPROFIT


The undersigned corporation, pursuant to Section 79-4-1.24
(if a profit corporation) or Section 79-11-113 (if a
nonprofit corporation) of the Mississippi Code of 1972, as
amended, hereby executes the following document and sets
forth:

1.   The name of the corporation is:
          Mississippi Power & Light Company

2.   (Mark appropriate box.)
     (X)  The document to be corrected is Articles of
          Amendment which became effective on March 31,
          1989 (date).

     ( )  A copy of the document to be corrected is attached.

3.   The aforesaid articles contain the following incorrect
     statement:
          See Attachment "A"

4.   a. The reason such statement is incorrect is:  The
     reduction in the number of shares of the class and
     series referred to in attachment A was incorrectly
     states as 8,500, and should have been 5,800, which
     incorrect statement is a component of certain other
     statements made in the Articles of Amendment, all as
     reflected in attachment "A".

     or

     b. The manner in which the execution of such document
     was defective was:

5.   The correction is as follows: Attachment "B", a new
     executed form of Articles of Amendment, is substituted
     in its entirety for the Articles of Amendment referred
     to above.

6.   The certificate of correction shall become effective on
     March 31, 1989.


By: Mississippi Power & Light Company          /s/ G. A. Goff
      printed name/corporation title            G. A. Goff
                                        Senior Vice President,
                                        Chief Financial Officer
                                             and Secretary


                                

                         ATTACHMENT "A"
                                

     The following incorrect statements were included in the
Articles of Amendment under Miss. Code Ann. Section 74-4-6.31
(Supp. 1988) dated March 30, 1989:

       1. Paragraph 2 thereof provided as follows:  "The
          reduction in the number of authorized shares,
          itemized by class and series, is 8,500 shares of
          12% Preferred Stock, Cumulative, $100 par value."
      
       2. Paragraph 3(b) provided in part as follows:
          "1,699,476 shares of preferred stock, 1,323,808
          shares of which are issued and outstanding in the
          following series:
      
          (vi) 85,000 shares of 12% preferred stock,
               cumulative, $100 par value;
      
                                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                 Section 79-4-6.31 (Supp. 1988)
                                
                        November 2, 1989
                                
     The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (Supp. 1988), submits the following
document and sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 90,000 shares of
         16.16% Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,602,176 shares of preferred stock, 1,226,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $200 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 87,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)60,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 2nd day of November, 1989.
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                
                

                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1972)
                                
                         March 28, 1990
                                
     The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1972), submits the following document and
sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 10,000 shares of
         12.009% Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,592,176 shares of preferred stock, 1,216,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $200 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 77,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)60,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 30th day of March, 1990.
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                
                

                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1972)
                                
                        November 2, 1990
                                
     The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1972), submits the following document and
sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 15,000 shares of
         16.16% Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,577,176 shares of preferred stock, 1,201,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 77,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)45,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 2nd day of November, 1990.
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                                

           [Letterhead of Wise Carter Child & Caraway]


                         March 26, 1991
                                

Ms. Sylvia Jacobs
Branch Supervisor-Corporations Business Services
Secretary of State of State of Mississippi
202 North Congress Street, Suite 601
Jackson, MS  39205


Re:  Mississippi Power & Light Company
     Articles of Amendment

Dear Ms. Jacobs:

     I received your Notice of Return regarding the Articles
of Amendment we recently filed for Mississippi Power & Light
Company under Section 79-4-6.31 of the Mississippi Code.
Your Notice of Return states that we must use Form C-3
provided in the Guide for Domestic Corporations published by
the Mississippi Secretary of State.

     I draw your attention to the fact that the Articles of
Amendment we are filing are being filed under Section 79-4-
6.31 (1989) of the Mississippi Code, and not Section 79-4-
10.06.  I agree that if we were filing Articles of Amendment
under Section 79-4-10.06, the proper form to use would be
Form C-3 provided by the Mississippi Secretary of State.
However, the Articles of Amendment we are filing are being
filed only because stock was redeemed by the corporation and
is now being cancelled.

     We have used the form enclosed with this letter numerous
times in the past to file Articles of Amendment pursuant to
Section 79-4-6.31, after consultation with Ray Bailey.  It is
my opinion that the form for the standard Articles of
Amendment would not be appropriate for the type of amendment
we are filing, and there is no place on the form to provide
the information required under Section 79-4-6.31.
Accordingly, I am returning our duplicate originals of the
Articles of Amendment and request that you file one among the
records in your office, and return the conformed copy, marked
"Filed," to my attention at the above address.

     If you have any questions, please feel free to call at
the above direct dial number.


                         Very truly yours,


                            /s/ J. Michael Cockrell
                              J. Michael Cockrell
                                
DMC/st
Enclosure
                                

                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                         March 18, 1991
                                
     The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is (a) 80 shares of
         4.36% preferred stock, cumulative, $100 par value;
         (b) 588 shares of 4.56% preferred stock, cumulative,
         $100 par value; and (c) 10,000 shares of 12%
         preferred stock, cumulative, $100 par value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,566,508 shares of preferred stock, 1,191,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 67,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)45,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)350,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 18th day of March, 1991.
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ G. A. Goff
                                   G. A. Goff
                               Senior Vice President,
                              Chief Financial Officer
                                  and Secretary
                
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                          July 12, 1991
                                
     The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 70,000 shares of
         9.00% Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,496,508 shares of preferred stock, 1,121,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 67,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)45,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)280,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 12th day of July, 1991.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ A. H. Mapp
                                     A. H. Mapp
                              Assistant Treasurer and
                                 Assistant Secretary
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                        November 19, 1991
                                
     The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 15,000 shares of
         16.16% Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,481,508 shares of preferred stock, 1,106,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 67,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)30,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)280,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 19th day of November, 1991.
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ A. H. Mapp
                                     A. H. Mapp
                              Assistant Treasurer and
                                 Assistant Secretary




                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                         March 13, 1992
                                
     The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 10,000 shares of
         12% Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 7,579,400 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,471,508 shares of preferred stock, 1,096,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 57,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)30,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)280,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 13th day of March, 1992.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ A. H. Mapp
                         Title:    Assistant Secretary
                
                
                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                          July 15, 1992
                                
     The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 70,000 shares of
         9.00% Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,401,508 shares of preferred stock, 1,026,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 57,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)30,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)210,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
        
        Dated this the 15th day of July, 1992.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ A. H. Mapp
                         Title:    Assistant Secretary



                MISSISSIPPI POWER & LIGHT COMPANY
                                
         Articles of Amendment - Statement of Resolution
                  Establishing Series of Shares
                                
                        October 22, 1992
                                
     Pursuant to the provisions of Section 79-4-6.02(d) of
the Mississippi Code of 1972 (Supp. 1989), Mississippi Power
& Light Company submits the following statement for the
purpose of establishing and designating a series of shares
and fixing and determining the relative rights and
preferences thereof:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The attached resolution establishing and designating
         a series of shares and fixing and determining the
         relative rights and preferences thereof was duly
         adopted by the Board of Directors of the Corporation
         on October 22, 1992.
        
         Dated this the 22nd day of October, 1992.
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By       /s/ A. H. Mapp
                                  Allan H. Mapp
                              Assistant Secretary and
                                 Assistant Treasurer
                                


                MISSISSIPPI POWER & LIGHT COMPANY
            Excerpts from the minutes of the Meeting
       of the Board of Directors held on October 22, 1992

RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as
follows:

A series of 200,000 shares of the Preferred Stock shall:

     (a)  be designated as the "8.36% Preferred Stock,
Cumulative, $100 Par Value";

     (b)  have a dividend rate of $8.36 per share per annum
payable quarterly on February 1, May 1, August 1, and
November 1 of each year, the first dividend date to be
February 1, 1993, and such dividends to be cumulative from
the date of issuance; and

     (c)  be subject to redemption at the price of $100 par
share plus an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for redemption
(except that no share of the 8.36% Preferred Stock shall be
redeemed on or before October 1, 1997).

FURTHER RESOLVED That the officers of the Company are hereby
authorized and directed to execute, file and publish and
record all such statements and other documents, and to do and
perform all such other and further acts and things, as in the
judgment of the officer and officers taking such action may
be necessary or desirable for the purpose of causing the
immediately preceding resolution to become fully effective
and of causing said resolution to become and constitute an
amendment of the Restated Articles of Incorporation of the
Company, all in the manner and to the extent required by the
Mississippi Business Corporation Law.



                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                        November 6, 1992
                                
     The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 15,000 shares of
         16.16% Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,386,508 shares of preferred stock, 1,211,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 57,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)15,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)210,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 350,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (x)  200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 6th day of November, 1993.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By     /s/ A. H. Mapp
                         Title:    Assistant Secretary


                
                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                        January 12, 1993
                                
     The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 70,000 shares of
         9.76% Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,316,508 shares of preferred stock, 1,141,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 57,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)15,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)210,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 280,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (x)  200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 12th day of January, 1993.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By      /s/ A. H. Mapp
                         Title:    Assistant Secretary



                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                         March 10, 1993
                                
     The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 10,000 shares of
         12.00% Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,306,508 shares of preferred stock, 1,131,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 47,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)15,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)210,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 280,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (x)  200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 10th day of March, 1993.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By       /s/ A. H. Mapp
                         Title:    Assistant Secretary




                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                          July 12, 1993
                                
     The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 70,000 shares of
         9.00% Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,236,508 shares of preferred stock, 1,061,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 47,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)15,000 shares of 16.16% preferred stock,
                  cumulative, $100 par value;
            (viii)140,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (ix) 280,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (x)  200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 12th day of July, 1993.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By  /s/ James W. Snider
                         Title:    Assistant Secretary
                
                

                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                        November 15, 1993
                                
     The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 15,000 shares of
         16.16% Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
         (b)1,221,508 shares of preferred stock, 1,046,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 47,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)140,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (viii)280,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (ix) 200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 15th day of November, 1993.
        
        
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By  /s/ James W. Snider
                         Title:    Assistant Secretary



                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-10.06 (1989)
                                
                        February 4, 1994
                                
     The undersigned corporation, pursuant to Section 79-4-
10.06 of the Mississippi Code of 1972, as amended, submits
the following document and sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  As evidenced by the attached Stockholder's Written
         Approval of Amendment authorizing 1,500,000
         additional shares of Preferred Stock of the par
         value of $100 per share, the following amendment of
         the Restated Articles of Incorporation, as amended
         (the "Charter"), was proposed by the Board of
         Directors of Mississippi Power & Light Company on
         October 29, 1993, was adopted by the stockholders of
         the Corporation entitled to vote on the amendment on
         February 4, 1994, in accordance with and in the
         manner prescribed by the laws of the State of
         Mississippi and the Charter of Mississippi Power &
         Light Company:
     
         The first paragraph in Article FOURTH of the Charter
         is amended to read as follows:
     
             FOURTH: The aggregate number of shares which
             the Corporation shall have authority to issue
             is 17,721,508 shares, divided into 2,721,508
             shares of Preferred Stock of the par value of
             $100 per share and 15,000,000 shares of Common
             Stock without par value.
        
     3.  Pursuant to the Laws of the State of Mississippi and
         the Charter of Mississippi Power & Light Company,
         the holders of Preferred Stock of the par value of
         $100 per share were not entitled to vote on the
         amendment as a separate voting group.  The holders
         of the outstanding shares of common stock were the
         only stockholders entitled to vote on the amendment.
     
     4. The number of shares of common stock of the
        corporation outstanding at the time of such adoption
        was 8,666,357; and the number of shares entitled to
        vote thereon was 8,666,357.
        
        Dated this the 4th day of February, 1994.
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By:   /s/ Edwin Lupberger
                                   Edwin Lupberger
                              Chairman of the Board and
                               Chief Executive Officer


                         By:   /s/ Donald E. Meiners
                                   Donald E. Meiners
                                      President



                MISSISSIPPI POWER & LIGHT COMPANY
                                
           Articles of Amendment Under Miss. Code Ann.
                                
                    Section 79-4-6.31 (1989)
                                
                         March 17, 1994
                                
     The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:

     1.  The name of the corporation is Mississippi Power &
         Light Company.
     2.  The reduction in the number of authorized shares,
         itemized by class and series, is 10,000 shares of
         12.00% Preferred Stock, Cumulative, $100 Par Value.
     3.  The total number of authorized shares, itemized by
         class and series, remaining after reduction of the
         shares is as follows:
        
         (a)15,000,000 shares of common stock, without par
            value, 8,666,357 of such shares being issued and
            outstanding at the date hereof; and
         (b)2,641,508 shares of preferred stock, 966,508
            shares of which are issued and outstanding in
            the following series:
            
            (i)  59,920 shares of 4.36% preferred stock,
                  cumulative, $100 par value;
            (ii) 43,888 shares of 4.56% preferred stock,
                  cumulative, $100 par value;
            (iii)100,000 shares of 4.92% preferred stock,
                  cumulative, $100 par value;
            (iv) 75,000 shares of 9.16% preferred stock,
                  cumulative, $100 par value;
            (v)  100,000 shares of 7.44% preferred stock,
                  cumulative, $100 par value;
            (vi) 37,700 shares of 12% preferred stock,
                  cumulative, $100 par value;
            (vii)140,000 shares of 9% preferred stock,
                  cumulative, $100 par value;
            (viii)210,000 shares of 9.76% preferred stock,
                  cumulative, $100 par value; and
            (ix) 200,000 shares of 8.36% preferred stock,
                  cumulative, $100 par value.
        
        Dated this the 17th day of March, 1994.
     
        
                         MISSISSIPPI POWER & LIGHT COMPANY


                         By:   /s/ J. W. Snider, Jr.
                                   Assistant Secretary


                                                Exhibit 3(c)

          RESTATEMENT

              OF                    UNITED STATES OF AMERICA

  ARTICLES OF INCORPORATION           STATE OF LOUISIANA

              OF                       PARISH OF ORLEANS

NEW ORLEANS PUBLIC SERVICE INC.       CITY OF NEW ORLEANS



     BE IT KNOWN, That on this 30 day of September, 1969,

     BEFORE ME, James G. Burke, Jr., a Notary Public, duly
commissioned, sworn and qualified in and for the Parish of
Orleans, State of Louisiana, therein residing, and in the
presence of the witnesses hereinafter named and undersigned,

                PERSONALLY CAME AND APPEARED:
                              
     LIONEL J. CUCULLU, who declared that, pursuant to
Louisiana Revised Statutes, Title 12, the holder of all the
issued and outstanding shares of New Orleans Public Service
Inc. entitled to vote on the matter had executed, in
duplicate, a consent in writing, an original of which is
annexed hereto, authorizing and directing the Restatement of
the Articles of Incorporation of the Corporation, and the
simultaneous amendment of Articles SECOND, FOURTH, SEVENTH,
NINTH, TENTH and ELEVENTH of said Articles of Incorporation,
and that, pursuant to said consent, he appears to execute
this instrument to make effective such Restatement and
simultaneous amendments.

                   INTRODUCTORY PARAGRAPH
                              
     This Restatement of the Articles of Incorporation of
New Orleans Public Service Inc. accurately copies the
Articles of Incorporation of said Corporation originally
adopted by Consolidation Agreement dated December 28, 1925,
between New Orleans Public Service Inc. (New Orleans
Company), Consumers Electric Light & Power Company
(Consumers Company), and Citizens Light & Power Company,
Inc. (Citizens Company), and filed for record with the
Recorder of Mortgages for the Parish of Orleans on December
29,1925, to be effective and operative January 1, 1926, and
all amendments thereto in effect at the date of this
Restatement and those adopted simultaneously therewith,
which amendments have been effected in conformity with
Louisiana Revised Statutes, Title 12, Chapter 1, or with
prior laws applicable at the time of the respective
amendments; and this Restatement contains no substantial
change in the provisions of the original Articles or the
amendments thereto, except that said Articles as restated
hereinbelow omit the names and addresses of the directors
from Article NINTH, and the contemporaneous amendments of
Article SECOND so as to provide perpetual corporate
existence; Article FOURTH so as to expand the objects and
purposes for which the Corporation is established to permit
it to engage in any lawful activity for which corporations
may be formed under the Business Corporation Law of
Louisiana; and Articles SEVENTH, NINTH, TENTH and ELEVENTH
so as to delete provisions which are no longer applicable.
    
                 RESTATEMENT OF ARTICLES OF
                        INCORPORATION
             OF NEW ORLEANS PUBLIC SERVICE INC.

     FIRST: The name of the Corporation shall be "NEW
ORLEANS PUBLIC SERVICE INC.", and said Corporation shall
have, possess and exercise all the rights, powers,
privileges, immunities and franchises of the corporations,
parties hereto, and shall be subject to all the duties and
obligations of said respective corporations; it shall have,
enjoy and be possessed of all of the property, real,
personal and mixed, of every kind and nature, owned,
possessed and enjoyed by or for said corporations, parties
hereto; it shall have power to issue bonds and dispose of
the same, in such form and denominations and bearing such
interest as the Board of Directors may determine, and to
secure payment thereof by mortgage of every and all of the
property, franchises, rights, privileges and immunities of
said Corporation at the time of the consolidation acquired
or thereafter to be acquired and of the companies, parties
hereto; to do all acts and things which said companies so
consolidated or any of them might have done previous to said
consolidation, and the further right to consolidate with any
other street railway company, electric company or gas light
company, or any other consolidated company.

     SECOND: Said Corporation, "NEW ORLEANS PUBLIC SERVICE
INC.", under its said corporate name, shall have power and
authority to have and enjoy perpetual corporate existence
and succession from and after the date hereof; to contract,
sue and be sued; to make and use a corporate seal and the
same to break or alter at pleasure; to hold, receive, lease,
purchase and convey, as well as mortgage, hypothecate and
pledge property, real, personal and mixed, corporeal and
incorporeal; to name and appoint such managers, agents,
directors and officers as its business, interests or
convenience may require; and to make and establish, as well
as alter and amend from time to time such by-laws, rules and
regulations for the proper conduct, management and
regulation of the affairs of said Corporation as may be
necessary and proper; and to have, possess and enjoy all
rights, powers, privileges, franchises and immunities now or
hereafter authorized by law.

     THIRD: The domicile of said Corporation shall be in the
City of New Orleans, State of Louisiana, and all citations
or other legal process shall be served upon the President of
said Corporation, or, in his absence, upon one of the Vice-
Presidents thereof, or, in the absence of said officers,
upon the Secretary of said Corporation.

     FOURTH: The objects and purposes for which this
Corporation is established and the nature of the business to
be carried on by it are hereby specified and declared to be:

     To locate, construct, purchase, own or lease, maintain
and operate street railway, tramways, interurban railways,
bus lines and other similar local transportation agencies in
and about the City of New Orleans, elsewhere in the State of
Louisiana and in other states and territories of the United
States; to purchase or otherwise acquire, own and operate
the properties formerly owned, controlled or leased and
operated by New Orleans Railway & Light Company and/or its
Receiver and/or its constituent and subsidiary companies; to
carry and transport passengers, freight, mail and express;
to purchase, own or lease. develop and operate on, or
adjacent to, or in the vicinity of, its said lines of
railway, parks and pleasure grounds and their appurtenances
for the promotion of travel over its lines of railway and as
adjuncts thereto; to construct, own, purchase or lease, or
otherwise acquire, maintain and operate in the State of
Louisiana and other states and territories of the United
States, plants, works and systems for generating,
distributing, supplying and vending electricity for light,
heat, power and other purposes; to construct, purchase, own,
lease or otherwise acquire, maintain and operate gas plants,
works, pipe lines and distribution systems for the
manufacture, storage, distributing and vending of gas for
light, heat, power and other purposes (including also the
production, transportation, storage, vending and
distributing of natural gas in the City of New Orleans,
elsewhere in the State of Louisiana and in other states and
territories of the United States); to construct, purchase,
own or lease, maintain and operate in the City of New
Orleans, elsewhere in the State of Louisiana and in other
states and territories of the United States, plants, works
and systems for the generation, distribution and vending of
steam for heating purposes and of cold air or other products
or articles for refrigeration or cooling purposes; to
exercise the right and power of expropriation and eminent
domain in the acquisition of property as may be authorized
and permitted by law; to consolidate or merge with other
street railway, interurban, railroad, tramway, bus lines.
electric light and power and gas companies. or any company
doing any business in whole or in part similar to that for
which this Corporation is established, or as may now or
shall hereafter be permitted by law; to purchase or
otherwise acquire its own shares of stock (so far as may be
permitted by law) and its bonds, debentures, notes, scrip or
other securities or evidences of indebtedness and to hold,
sell, transfer or reissue the same; to purchase. acquire and
own any or all of the property, assets, franchises, and the
stocks and bonds and other securities of any corporation or
corporations organized under the laws of the State of
Louisiana, or of any other state or country, for all or any
of the purposes herein defined or incidental thereto, and to
guarantee the bonds or other obligations and dividends on
the stock of any of the said corporations, and generally to
do and perform any and all acts and things, and to acquire,
hold and exercise any and all rights, powers, privileges and
franchises as relate to the objects hereinabove set forth,
or any of them, and to engage in any other lawful activity
for which corporations may be formed under the Business
Corporation Law of Louisiana.

     FIFTH: The amount of the capital stock of the
Corporation shall be Seventy-seven Million Four Hundred Nine
Thousand Eight Hundred Dollars ($77,409,800), together with
the aggregate par value of capital stock issued after
September 1, 1969, by this Corporation as hereinafter
provided.

     The total authorized number of shares of capital stock
that may be issued by the Corporation shall be 6,197,798
shares, of which 6,000,000 shares shall have a par value of
$10 per share and 197,798 shares shall have a par value of
$100 per share.

     The shares of capital stock hereby authorized to be
issued shall be divided among the following classes:
     
     6,000,000 shares of $10 par value per share shall be
     Common Stock;
     77,798 shares of $100 par value per share shall be 4-
     3/4% Preferred Stock (hereinafter sometimes referred to
     as the "4-3/4% Preferred Stock"); and
     120,000 shares of $100 par value per share shall be
     Preferred Stock (which, together with such additional
     shares thereof as may be hereafter authorized, is
     herein