You may requestaccess a copy of any or all of these filings, free of charge, at our web site, which is located athttp:// www.entergy.com,or by writing or telephoningcalling us at the following address:

Mr. Christopher T. ScreenMs. Dawn A. Abuso
Assistant Secretary
Entergy New Orleans, Inc.
P. O. Box 61000639 Loyola Avenue
New Orleans, Louisiana 7016170113
(504) 576-4212576-6755

or you may access this filing at our website (http://www.entergy.com). You may also direct your requests via e-mail to cscreen@entergy.com.dabuso@entergy.com. We do not intend our Internet address to be an active link or to otherwise incorporate the contents of the website into this prospectus or any accompanying prospectus supplement.

You should rely only on the information incorporated by reference or provided in this prospectus or any accompanying prospectus supplement. We have not, nor have any underwriters, dealers or agents, authorized anyone else to provide you with different information about us or the bonds.New Bonds. We are not, nor are any underwriters, dealers or agents, making an offer of the bondsNew Bonds in any statejurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any accompanying prospectus supplement is accurate as of any date other than the date on the front of those documents or that the documents incorporated by reference in this prospectus or any accompanying prospectus supplement are accurate as of any date other than the date those documents were filed with the SEC. Our business, financial condition, results of operations and prospects may have changed since these dates.

RATIO OF EARNINGS TO FIXED CHARGES

We have calculated ratios of earnings to fixed charges pursuant to Item 503 of Regulation S-K of the SEC as follows:

"Earnings" represent the aggregate of (1) income before the cumulative effect of an accounting change, (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 estimated interest applicable to rentalscharged to operating expenses. We accrue interest expense related to unrecognized tax benefits in income tax expense and do not include it in fixed charges.

Use of ProceedsUSE OF PROCEEDS

The net proceeds from the offering of the bondsNew Bonds will be used either (a) to repay, acquirerepurchase or redeem one or more series of our outstanding bonds or preferred stocksecurities on their stated due dates or in some cases prior to their stated due dates or (b) for other general corporate purposes including the repayment of short term debt incurred in connection with our capital spending program.purposes. The specific purposes for the proceeds of a particular series of bondsNew Bonds or the specific securities, if any, to be acquired or redeemed with the proceeds of a particular series of bondsNew Bonds will be set forthdescribed in the prospectus supplement relating to that series.

Description of the BondsDESCRIPTION OF NEW BONDS

General

The bondsWe will be issuedissue the New Bonds offered by this prospectus from time to time in one or more series under one or more separate supplemental indentures to the Mortgage and Deed of Trust dated as of May 1, 1987 between us andwith The Bank of New York (successor to Harris Trust Company of New York and Bank of Montreal Trust Company), asMellon, successor corporate trustee, and Stephen J. Giurlando, (successorsuccessor co-trustee, together referred to Mark F. McLaughlin and Z. George Klodnicki),herein as co-trustee. We refer to this 1987"trustees." This Mortgage and Deed of Trust, as the "mortgage"amended and supplemented, is referred to the corporate trustee and co-trusteein this prospectus as the "trustees."mortgage." We refer to allAll first mortgage bonds issued or to be issued under the mortgage, including the first mortgage bondsNew Bonds offered by this prospectus, are referred to herein as "bonds."first mortgage bonds."

The statements in this prospectus and any accompanying prospectus supplement concerning the bondsNew Bonds and the mortgage are not comprehensive and are subject to the detailed provisions of the mortgage. The mortgage and a form of supplemental indenture are filed as exhibits to the registration statement of which this prospectus isforms a part. You should read these documents for provisions that may be important to you. The mortgage has been qualified under the Trust Indenture Act of 1939. You should refer to the Trust Indenture Act of 1939 for provisions that apply to the first mortgage bonds.New Bonds. Wherever particular provisions or defined terms in the mortgage are referred to under this heading "Description of theNew Bonds," those provisions or defined terms are incorporated by reference in this prospectus.

Terms of Specific Series of the New Bonds

&#AThe prospectus supplement and a supplemental indenture relating to each series of bonds beingNew Bonds offered by usthis prospectus will include a description of the specific terms relating to the offering of that series. These terms will include some or allany of the following:following terms that apply to that series:

1. Thethe designation, (or name)or name, of the series of bonds;New Bonds;
2. Thethe aggregate principal amount of the series;
3. Thethe offering price of the series;
4. the date on which the series will mature;
5. The interestthe rate or method for determining the rate at which the series will bear;bear interest;
6. Thethe date from which interest on the series accrues;
7. Thethe dates on which interest on the series will be payable; and
8. Thethe prices and other terms and conditions if any, upon which we may redeem the series may be redeemed prior to maturity.maturity;

As of DecemberOctober 31, 2003, there were $2302008, we had approximately $200 million principal amount of first mortgage bonds outstanding underoutstanding.

Payment

The New Bonds and interest thereon will be paid in any coin or currency of the mortgage.United States of America that at the time of payment is legal tender at the corporate trust office of the corporate trustee in the Borough of Manhattan, City and State of New York. See "--Book-Entry Securities."

Sinking Fund

The New Bonds will not be subject to any sinking fund, maintenance and improvement fund or similar fund with respect to the first mortgage bonds.

Form and Exchange

The New Bonds will be fully-registered bonds without coupons. See "--Book-Entry Securities." The New Bonds will be exchangeable for other New Bonds of the same series in equal aggregate principal amounts. No service charge will be made for any registration of transfer or exchange of the New Bonds. However, we may require payment to cover any tax or other governmental charge that may be imposed in connection with a registration of transfer or exchange. We will not be required to provide for the transfer or exchange of any New Bond

• during the 15 days before an interest payment date (unless such series has a record date for the payment of interest),
• during the 15 days before giving any notice of redemption, or
• selected for redemption.

Security

The bonds, together with all other bonds issued now or in the future under the mortgage, will be secured by the mortgage. The mortgage constitutes, inIn the opinion of our legal counsel named under "Legality," the New Bonds will be secured, equally and ratably with all other first mortgage bonds issued and outstanding under the mortgage, by a valid and direct first mortgage lien on substantially all of our property subject to (1) excepted encumbrances, (2) bankruptcy law and

1. minor defects and encumbrances customarily found in similar utility properties but whichthat do not materially impair the use of the property in the conduct of our business, (3) business;
2. other liens, defects and encumbrances, if any, existing or created when we acquiredat the property and (4) limitations under bankruptcy law.

   Sometime of our properties are not covered by the lienacquisition of the mortgage; these include:

   property; and
   • excepted encumbrances.

In addition to properties released under the terms of the mortgage;mortgage, the mortgage does not create a lien on the following "excepted property":

• cash and securities;
• all merchandise, equipment, apparatus, materials or supplies held for sale or other disposition in the usual course of business or consumable during use;
• automobiles, vehicles and aircraft;
• aircraft, timber, minerals, mineral rights and royalties; and

• receivables, contracts, leases and operating agreements.

The mortgage contains provisions that impose athe lien of the mortgage on property acquired by uswe acquire after the date of the mortgage, other than excepted property, subject to pre-existing liens, and subject to limitations in the case of consolidation, mergerliens. However, if we consolidate or a sale ofmerge with, or sell substantially all of our assets.assets to, another corporation, the lien created by the mortgage will generally not cover the property of the successor company, other than the property it acquires from us and improvements, replacements and additions to that property.

The mortgage also provides that the trustees have a lien uponon the mortgaged property prior to the lien in favor of holders of the bonds, to ensure the payment of their reasonable compensation, expenses and disbursements of the trustees and for indemnity against certain liabilities. This lien takes priority over the lien securing the first mortgage bonds.

Issuance of Additional First Mortgage Bonds

We can issue up to $10 billion in aggregate principal amount of first mortgage bonds under the mortgage. BondsFirst mortgage bonds of any series may be issued from time to time on the following bases: (a)

1. 70% of property additions after adjustments to offset retirements; (b)
2. retirements of first mortgage bonds; or (c)
3. the deposit of cash with the trustees. Deposited cash may be withdrawn upon the bases stated in clause (a) and (b) above.

Property additions generally include, among other things, electric, gas, steam or hot water property acquired after December 31, 1986. Property additions do not include securities,Securities, automobiles, vehicles or aircraft, or property used principally for the production or gathering of natural gas.gas are not included as property additions. Deposited cash may be withdrawn upon the bases stated in clause (1) or (2) above.

With certain exceptions in the case of clause (b)(2) above, the issuance of first mortgage bonds must meet an "earnings" test. The adjusted net earnings, before income taxes, for 12 consecutive months of the preceding 18 months, before income taxes, must be at least twice the annual interest requirements on all first mortgage bonds outstanding at the time, plusincluding the additional first mortgage bonds to be issued, plus all indebtedness, if any, of prior rank. Generally,In general, interest on variable interest rate bonds, if any, is calculated using the average rate in effect during such 12-month period.

NetAs of September 30, 2008, we could have issued approximately $49 million of additional first mortgage bonds on the basis of net property additions available forand approximately $138 million on the issuancebasis of retired first mortgage bonds. In addition, as of September 30, 2008, we could have issued approximately $160 million of additional first mortgage bonds at December 31, 2003 were approximately $121 million. Our earnings foron the twelve months ended December 31, 2003 were sufficient for us to issue $10 million in newbasis of then outstanding first mortgage bonds under our mortgage (other than bonds issued to refund outstanding bonds).being retired with the proceeds of such issuance.

The mortgage contains restrictions on the issuance of first mortgage bonds against property subject to prior liens.

Other than the security afforded by the lien of the mortgage and the restrictions on the issuance of additional first mortgage bonds described above, there are no provisions of the mortgage contains no provisions that grant the holders of the first mortgage bonds protection to bondholders in the event of a highly leveraged transaction.transaction involving us. However, such a transaction would require regulatory approval from the City Council of the City of New Orleans City Council.Orleans.

Release and Substitution of Property

Property other than the Municipalization Interest (as defined in the mortgage) may be released without applying any earnings test, upon the bases of of:

We can withdraw cash upon the bases stated in clauses (b) and (c) above.

Property owned by us on December 31, 1986 may be released from the lien of the mortgage on the basis of its depreciated book value. Unfunded property may be released without meeting the earnings test if, after its release, we would have at least one dollar in unfunded property that remains subject to the lien of the mortgage. All other property may be released on the basis of its cost, as defined in the mortgage.

Dividend Covenant

Unless otherwise specified in a prospectus supplement, so long as anyThe terms of outstanding series of first mortgage bonds include our covenant to restrict our payment of a particular series remain outstanding, we will not pay any cash dividends on our common stock or repurchase common stock after a selected date closein certain circumstances.  Any dividend covenant applicable to the date of the original issuance of a series of bonds, except from creditsNew Bonds issued and sold under this prospectus will be described in the prospectus supplement relating to retained earnings accrued after such selected date plus an amount notthat series of New Bonds.  There is no assurance that the terms of future dividend covenants, if any, will be the same as those applicable to exceed $150 million, plus such additional amounts as shall be approved by the SEC under the Public Utility Holding Company Act of 1935. This does not include dividends that may be declared before such selected date.our outstanding first mortgage bonds.

Redemption and Purchase

General

The prospectus supplement for a particular series of bondsNew Bonds will contain the terms and conditions, if any, for redemption prior to maturity.

Exchange or Redemption upon Merger or Consolidation.

Although we do not currently have any plans to merge or consolidate with Entergy Louisiana, Inc.,LLC, the mortgage provides that, in the event of such a merger or consolidation, we would have the right to offer to exchange all outstanding bondsNew Bonds for a like principal amount of the new merged or consolidated company's first mortgage bonds with the same interest rates, interest payment dates, maturity dates and redemption provisions. Unless we waive this right, the holders of outstanding bondsNew Bonds must either accept such first mortgage bonds in exchange for all or a portion of their bondsNew Bonds or tender to us for redemption any bondsNew Bonds not so exchanged. The redemption price applicable for these purposes to the bondsNew Bonds will be 100% of the principal amount plus accrued interest, unless otherwise provided in a prospectus supplement.

Modification

Your rights as a bondholder may be modified with the consent of the holders of a majority in aggregate principal amount of the first mortgage bonds, or, if less than all series of first mortgage bonds are adversely affected, with the consent of the holders of a majority in aggregate principal amount of the first mortgage bonds adversely affected. In general, no modification is effective against any bondholder without that bondholder's consent if it:

1. affects the terms of payment of principal, premium, if any, or interest;
2. affects the lien of the mortgage; or
3. reduces the percentage required for modification.

Defaults and NoticeNotices Thereof

Defaults under the mortgage are defined to include:

1. default in the payment of principal;
2. default for 30 days in the payment of interest;
3. certain events of bankruptcy, insolvency or reorganization;
4. the continuation ofdefaults under a supplemental indenture; and
5. default in other covenants for 90 days after notice (unless we have in good faith commenced efforts to perform the covenant); and.

The trustees may withhold notice of default, under a supplemental indenture.except in payment of principal, interest or funds for retirement of first mortgage bonds, if they in good faith determine it is in the interests of the holders of first mortgage bonds.

The corporate trustee or the holders of 25% in aggregate principal amount of the first mortgage bonds may declare the principal and interest thereon to be due and payable on default. However, a majority of the holders may annul such declaration if we have cured the default.default has been cured. No holdersholder of first mortgage bonds may enforce the lien of the mortgage without giving the trustees written notice of a default and unless

1. the holders of 25% in aggregate principal amount of the first mortgage bonds have requested the trustees in writing to act, and offered them reasonable opportunity to act and indemnity satisfactory to them against the cost, expensecosts, expenses and liabilities to be incurred thereby; and
2. the trustees shall have failed to act.act within 60 days of such request.

The holders of a majority in aggregate principal amount of the first mortgage bonds may direct the time, method and place of conducting any proceedings for any remedy available to the trustees or exercising any trust or power conferred uponon the trustees. The trustees are not required to risk their funds or incur personal liability if athere is reasonable ground exists for believing that repayment is not reasonably assured.

Evidence to be Furnished to the Corporate Trustee

Compliance with the mortgage provisions is evidenced by written statements of our officers or persons selectedwe select or paid by us.pay. In certain cases, opinions of counsel and certifications byof an engineer, accountant, appraiser or other expert (who in some cases must be independent) are required.must be furnished. We have agreed to provide tomust give the trusteescorporate trustee an annual statementcertificate as to whether or not we have fulfilled our obligations under the mortgage throughout the preceding calendar year.

Modification

The rights of holders of bonds may be modified with the consent of the holders of a majority in aggregate principal amount of the bonds. If less than all series of bonds are adversely affected by a modification, the consent of the holders of a majority in aggregate principal amount of the bonds adversely affected is required. No modification of the terms of payment of the principal of, and premium, if any, and interest on, the bonds and no modification affecting the lien of the mortgage or reducing the percentage required for modification is effective against any holder of bonds without such holder's consent.

Satisfaction and Discharge of Mortgage

After we provide for the payment of all of the first mortgage bonds (including the bonds offered by this prospectus)New Bonds) and after paying all other sums due under the mortgage, the mortgage may be satisfied and discharged. The first mortgage bonds will be deemed to have been paid when money or Eligible Obligations (as defined below) sufficient to pay the first mortgage bonds (in the opinion of an independent accountant in the case of Eligible Obligations) at maturity or upon redemption have been irrevocably set apart or deposited with the corporate trustee, provided that the corporate trustee shall have received an opinion of counsel to the effect that the setting apart or deposit does not require registration under the Investment Company Act of 1940, does not violate any applicable laws and does not result in a taxable event with respect to the holders of the first mortgage bonds prior to the time of their right to receive payment. "Eligible Obligations" means obligations of the United States of America that do notn ot permit the redemption thereof at the issuer's option.

Book-Entry Only Securities

The New Bonds will be issued in book-entry only form and will be represented by a registered global New Bond that will be deposited with, or on behalf of, The Depository Trust Company ("DTC") (or another depository which may replace DTC as depository for the book-entry New Bonds) and registered in the name of the depository or a nominee of the depository.

The following is based solely on information furnished by DTC:

Unless otherwise specified in the applicable prospectus supplement, The Depository Trust Company, New York, New York, will act as securities depository for the bonds offered through this prospectus.New Bonds. The bondsNew Bonds will be issued as fully registeredfully-registered securities registered in the name of Cede & Co., the (DTC's partnership nomineenominee) or such other name as may be requested by an authorized representative of DTC. One or more fully registered security certificatesfully-registered New Bond certificate will be issued for each issue of the bonds,New Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC.DTC or its custodian.

DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.Act. DTC holds and provides asset servicing for United Statesover 3.5 million issues of U.S. and foreignnon-U.S. equity issues, corporate and municipal debt issues, and money market instruments from countries(from over 100 countries) that DTCDTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between the accounts of Direct Participants, thereby eliminatingParticipants' accounts. This eliminates the need for physical movement of securityse curities certificates. Direct Participants inclu deinclude both United StatesU.S. and foreignnon-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly ownedwholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is in turn, owned by a number of Direct Participants ofthe holding company for DTC, and members of the National Securities Clearing Corporation Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging MarketsFixed Income Clearing Corporation, all of which are registered clearing corporations are subsidiariesagencies. DTC is owned by the users of DTCC, as well as by The New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc.its regulated subsidiaries. Access to the DTCDTCC system is also available to other entitiesothers such as both United StatesU.S. and foreignnon-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants" and, together with Direct Participants, the "Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC rules applicable to its Direct and Indirect Participants are on file with the SEC. More information about DTC can be found atwww.d tcc.com andwww.dtc.org.

Purchases of bondsNew Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the bondsNew Bonds on the records of DTC.DTC's records. The ownership interest of each actual purchaser of each bondNew Bond ("Beneficial Owner") is in turn to be recorded on the records of the Direct Participant or theand Indirect Participant.Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchases.purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct Participant or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the bondsNew Bonds are to be accomplished by entries made on the books of Direct Participants and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in bonds,New Bonds, except in the event that us euse of the book-entry system for the bondsN ew Bonds is discontinued.

To facilitate subsequent transfers, all bondsNew Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., the partnership nominee of DTC, or such other name as may be requested by an authorized representative of DTC. The deposit of bondsthe New Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the bonds; theNew Bonds; DTC's records of DTC reflect only the identity of the Direct Participants to whose accounts such bondsNew Bonds are credited, which may or may not be the Beneficial Owners. The Direct Participants and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of bondsthe New Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the bonds,New Bonds, such as redemptions, tenders, defaults, and proposed amendments to the mortgage. For example, Beneficial Owners of bondsNew Bonds may wish to ascertain that the nominee holding the bondsNew Bonds for their benefit has agreed to obtain and to transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the corporate trustee and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all the bondsNew Bonds within an issue are being redeemed, theDTC's practice of DTC is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. nor(nor any other DTC nomineenominee) will consent or vote with respect to bondsNew Bonds unless authorized by a Direct Participant in accordance with DTC procedures.DTC's Procedures. Under its usual procedures, DTC mails an omnibus proxyOmnibus Proxy to us as soon as possible after the record date. The omnibus proxyOmnibus Proxy assigns theCede & Co.'s consenting or voting rights of Cede & Co. to those Direct Participants to whose accounts bondsNew Bonds are credited on the record date identified(identified in a listing attached to the omnibus proxy.Omnibus Proxy).

Redemption proceeds, principal payments, interest payments, and any premium payments on the bondsNew Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. TheDTC's practice of DTC is to credit theDirect Participants' accounts of Direct Participants, upon theDTC's receipt by DTC of funds and corresponding detail information from us or the corporate trustee on the payable date in accordance with their respective holdings shown on the records of DTC.DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practice,practices, as is the case with bondssecurities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC or its nominee, the corporate trustee, any underwriters or dealers or agents, or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, principal payments, interest payments, and any premiu mpre mium payments on the bondsNew Bonds to Cede & Co. or(or such other nominee as may be requested by an authorized representative of DTCDTC) is the responsibility of either the corporate trustee or us, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct Participants and Indirect Participants.

A Beneficial Owner shall give notice to elect to have its bonds purchased or tendered, through its Participant, to the tender or remarketing agent and shall effect delivery of such bonds by causing the Direct Participant to transfer the interest of the Participant in the bonds, on the records of DTC, to the tender or remarketing agent. The requirement for physical delivery of bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the bonds are transferred by Direct Participants on the records of DTC and followed by a book-entry credit of tendered bonds to the DTC account of the tender or remarketing agent.

DTC may discontinue providing its services as depository with respect to the bondsNew Bonds at any time by giving reasonable notice to the corporate trustee or us. Under such circumstances, in the event that a successor depository is not obtained, securities certificates representing the New Bonds are required to be printed and delivered.

We may decide to discontinue use of the system of book-entry only transfers through DTC or(or a successor securities depository.depository). In that event, security certificates representing the New Bonds will be printed and delivered.delivered to DTC.

The informationExcept as provided in this section concerning DTC and its book-entry system has been obtained from sources that we believethe applicable prospectus supplement, a Beneficial Owner will not be entitled to be reliable, but we take no responsibility for the accuracy thereof.

Experts

The financial statements and related financial statement schedule incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2003 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

Legality

The legalityreceive physical delivery of the bonds will be passed upon for us by Mark G. Otts, Senior Counsel - Corporate and Securities, of Entergy Services, Inc., New Orleans, Louisiana, and Thelen Reid & Priest LLP, New York, New York, and for any underwriters, dealers or agents by Pillsbury Winthrop LLP, New York, New York. Thelen Reid & Priest LLP and Pillsbury Winthrop LLP mayBonds. Accordingly, each Beneficial Owner must rely on the opinionprocedures of Mark G. Otts asDTC to matters of Louisiana law relevant to their opinions. All legal matters pertaining toexercise any rights under the Company's organization, titles to property, franchises and the lien of the mortgage and all matters pertaining to Louisiana law will be passed upon by Mark G. Otts.New Bonds.

The statements in this Prospectus as to matters of law and legal conclusions made under "Description of the Bonds" have been reviewed by Mark G. Otts and are set forth herein in reliance upon the opinion of said counsel and upon his authority as an expert.

Plan of DistributionPLAN OF DISTRIBUTION

Methods and Terms of Sale

We may use a variety of methods to sell the bonds,New Bonds including:

1. through one or more underwriters or dealers;
2. directly to one or more purchasers;
3. through one or more agents; or
4. through a combination of any such methods of sale.

The prospectus supplement relating to a particular series of the bondsNew Bonds will describeset forth the terms of the offering of the bonds, includingNew Bonds, including:

1. the name or names of any underwriters, dealers or agents and any syndicate of underwriters;
2. the initial public offering price;
3. any underwriting discounts and other items constituting underwriters' compensation;
4. the proceeds to uswe receive from suchthat sale; and
5. any discounts or concessions allowed or reallowed or paid by any underwriters to dealers.

Underwriters

If we sell the bondsNew Bonds through underwriters, the underwritersthey will acquire the bondsNew Bonds for their own account and may resell them from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The underwriters for a particular underwritten offering of bondsNew Bonds will be named in the applicable prospectus supplement and, if an underwriting syndicate is used, the managing underwriter or underwriters will be named on the cover page.page of the applicable prospectus supplement. In connection with the sale of bonds,New Bonds, the underwriters may receive compensation from us or from purchasers in the form of discounts, concessions or commissions. The obligations of the underwriters to purchase the bondsNew Bonds will be subject to certain conditions. The underwriters will be obligated to purchase all of the bondsNew Bonds of a particular series if any are purchased. However, the underwriters may purchase less than all of the bondsNew Bond s of a particular series should certain circums tancescircumstances involving a default of one or more underwriters occur.

The initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers by any underwriters may be changed from time to time.

Stabilizing Transactions

Any underwritersUnderwriters may engage in stabilizing transactions and syndicate covering transactions in accordance with Rule 104 under the Securities Exchange Act of 1934.Act. Stabilizing transactions permit bids to purchase the underlying securityNew Bond so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of the bondsNew Bonds in the open market after the distribution has been completed in order to cover syndicate short positions. SuchThese stabilizing transactions and syndicate covering transactions may cause the price of the bondsNew Bonds to be higher than it would otherwise be if thesesuch transactions had not occurred.

Agents

If we sell the bondsNew Bonds through agents, the applicable prospectus supplement will set forth the name of any agent involved in the offer or sale of the bonds,New Bonds as well as any commissions we will pay to them. Unless otherwise indicated in the applicable prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment.

Related Transactions

Underwriters, dealers and agents (or their affiliates) may engage in transactions with, or perform services for, us or our affiliates in the ordinary course of business.

Indemnification

We will agree to indemnify any underwriters, dealers, agents or purchasers and their controlling persons against certain civil liabilities, including liabilities under the Securities ActAct.

Listing

Unless otherwise specified in the applicable prospectus supplement, the New Bonds will not be listed on a national securities exchange or the Nasdaq Stock Market. No assurance can be given that any broker-dealer will make a market in any series of 1933.the New Bonds and, in any event, no assurance can be given as to the liquidity of the trading market for any of the New Bonds.

EXPERTS

The financial statements, the related financial statement schedule, incorporated in this prospectus by reference from Entergy New Orleans, Inc.'s Annual Report on Form 10-K, and the effectiveness of Entergy New Orleans, Inc.'s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference (which reports (1) express an unqualified opinion on the financial statements and financial statement schedule and include an explanatory paragraph regarding the receipt of an order from the Bankruptcy Court confirming the plan of reorganization which became effective after the close of business on May 8, 2007 and (2) express an unqualified opinion on the effectiveness of internal control over financial reporting). Such financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as ex perts in accounting and auditing.

LEGALITY

The legality of the New Bonds offered hereby will be passed upon for us by Joseph J. Cerise, Senior Counsel - - Corporate and Securities, of Entergy Services, Inc., New Orleans, Louisiana, as to matters of Louisiana law, and by Morgan, Lewis & Bockius LLP, New York, New York, as to matters of New York law. Certain legal matters with respect to the New Bonds will be passed on for any underwriters, dealers or agents by Pillsbury Winthrop Shaw Pittman LLP, New York, New York. Pillsbury Winthrop Shaw Pittman LLP regularly represents us and our affiliates in connection with various matters. Morgan, Lewis & Bockius LLP and Pillsbury Winthrop Shaw Pittman LLP may rely on the opinion of Joseph J. Cerise, as to matters of Louisiana law relevant to their opinions.

All matters pertaining to our organization and franchises, titles to property and the lien of the mortgage under Louisiana law will be passed upon for us by Joseph J. Cerise, Esq., Senior Counsel - - Corporate and Securities, of Entergy Services, Inc.

The statements in this prospectus as to matters of law and legal conclusions made under "Description of New Bonds - - Security," have been reviewed by Joseph J. Cerise, Esq. and are set forth herein in reliance upon the opinion of said counsel, and upon his authority as an expert.

PART II

INFORMATION NOT REQUIRED INPROSPECTUSIN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

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* Estimated

*Estimated

Item 15. Indemnification15.Indemnification of Directors and Officers.

We have insurance covering our expenditures that might arise in connection with itsour lawful indemnification of our directors and officers for certain of their liabilities and expenses. Our directors and officers also have insurance that insures them against certain other liabilities and expenses. The corporationcorporate laws of Louisiana permit indemnification of directors and officers in a variety of circumstances, which may include liabilities under the Securities Act of 1933, as amended (the "Securities Act"), and, under our Restatement of Articles of Incorporation, as amended. OurBy-Laws, our officers and directors may generally be indemnified to the full extent of such laws.

Item 16. List Exhibits.

See the Exhibit Index at the end of Exhibits.*this registration statement.

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Item 17.Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SECSecurities and Exchange Commission (the "SEC") pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(ii) above(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Sectionsection 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in this Registration Statement.the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be a part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424 (b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415 (a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the undersigned registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

1. any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
2. any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
3. the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
4. any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Sectionsection 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Sectionsection 15(d) of the Securities Exchange Act)Act of 1934) that is incorporated by reference in this Registration Statementthe registration statement shall be deemed to be a new registration statement relating to the securities offered herein,therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

(5)(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC,Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Orleans, State of Louisiana, on the 12th day of March 2004.November 21, 2008.

ENTERGY NEW ORLEANS, INC.
By:	/s/ Steven C. McNeal
	Steven C. McNeal
	Vice President and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints Nathan E. Langston,Theodore H. Bunting, Jr., Steven C. McNeal, and Frank Williford, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (and any Registration Statement pursuant to Rule 462(b) under the Securities Act of 1933) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and to perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfullylaw fully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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*Incorporated by reference herein.