Mail Stop 3561
April 19, 2006
Dawn A. Abuso, Esq.
Entergy Services, Inc.
446 North Boulevard
Baton Rouge, Louisiana 70802
Re: Entergy Arkansas, Inc.
Registration Statement on Form S-3
Filed March 23, 2006
File No. 333-132653
Entergy Louisiana, LLC
Registration Statement on Form S-3
Filed March 23, 2006
File No. 333-132660
Entergy Mississippi, Inc.
Registration Statement on Form S-3
Filed March 23, 2006
File No. 333-132658
Form 10-K for Fiscal Year Ended December 31, 2005
File No. 001-32718
Dear Ms. Abuso:
We have limited our review of your filing to the issues
identified in the following comments. No further review of the
registration statement has been made. Where indicated, we think
you
should revise your document in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Entergy Louisiana, LLC
Form S-3
General
1. We note that Entergy Louisiana Holdings, LLC has succeeded to
the
reporting obligations of Entergy Louisiana Inc., currently known
as
Entergy Louisiana Holdings, Inc., in connection with the 7.6%
mortgage bonds previously registered pursuant to Section 12(b) of
the
Exchange Act. Refer to the Form 8-K filed on January 6, 2006.
However, we note that the predecessor, Entergy Louisiana Holdings,
Inc. will continue its reporting obligations in connection with
the
preferred stock registered under 12(g). Please provide us with
your
analysis as to why you believe creating two reporting companies in
this manner is appropriate. Please identify any rules or staff
guidance upon which you have relied. Also, we note that in the
Form
8-K filed on January 6, 2006, you state that you expect to redeem
or
repurchase and retire the Entergy Louisiana, Inc. preferred stock
within three to nine months of the effective date of the merger-
by-
division. Please provide an update on your plans to do so and the
reason for the particular time frame of three to nine months.
Please
also describe any plans by Entergy Louisiana, Inc. to cease being
a
reporting company. We may have further comment.
Entergy Arkansas, Inc., Entergy Louisiana, LLC, and Entergy
Mississippi, Inc.
Form S-3
Fee Table
2. Please revise to indicate that you are relying on Rule 429 and
that this prospectus serves as a post-effective amendment to the
earlier registration statement.
Form 10-K for Fiscal Year Ended December 31, 2005
Controls and Procedures
3. In future filings, please amend to clarify, if true, that your
officers concluded that your disclosure controls and procedures
are
also effective in ensuring that information required to be
disclosed
in the reports that you file or submit under the Exchange Act is
accumulated and communicated to your management, including your
chief
executive officer and chief financial officer, to allow timely
decisions regarding required disclosure. Refer to Rule 13a-15(e)
of
the Exchange Act.
Legal Proceedings
4. We note that you currently reference other sections of the
document where the disclosure required by Item 103 of Regulation
S-K
may be found. However, the other sections are difficult to
locate.
Please provide the disclosure required by Item 103 of Regulation
S-K
in this section.
5. Please describe all material pending legal proceedings as
required
by Item 103 of Regulation S-K. We note the legal proceeding
between
The Clarion-Ledger and Entergy Mississippi regarding public access
to
a contract entered into by Entergy and Nissan North America.
Refer
to the article, "Court to hear `C-L` appeal about Entergy," in The
Clarion-Ledger, dated March 7, 2006. Alternatively, please tell
us
why you have not described this proceeding.
6. We note the various legal proceedings listed in your section
entitled "Litigation." Please provide all the information
required
by Item 103 of Regulation S-K. For instance, for the employment
litigation cases you mention, please include the date instituted
and
the name of the court or agency in which the proceedings are
pending.
Exhibit 31. Section 302 Certifications
7. In future filings, please revise to provide a separate
certification for the principal executive and financial officers
of
each registrant. We note that in Exhibits 31(f) and (j) you have
provided only one certification when an individual serves as a
certifying officer for multiple registrants.
*****
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
letter with your amendment that keys your responses to our
comments
and provides any requested information. Detailed letters greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Howard Baik at (202) 551-3317, Peggy Kim,
Senior
Staff Attorney, at (202) 551-3411, or me at (202) 551-3750 with
any
other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Kimberly M. Reisler, Esq.
Fax: (212) 829-2116
Dawn A. Abuso, Esq.
April 19, 2006
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