UNITED STATES
		  SECURITIES AND EXCHANGE COMMISSION
			Washington, D.C. 20549

			       FORM 10-K

 (Mark One)
    X     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	  THE SECURITIES EXCHANGE ACT OF 1934

	  For the Fiscal Year Ended December 31, 2001

		    OR

	  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,    IRS Employer
File Number     Address of Principal Executive         Identification No.
		Offices and Telephone Number
1-11299         ENTERGY CORPORATION                    72-1229752
		(a Delaware corporation)
		639 Loyola Avenue
		New Orleans, Louisiana 70113
		Telephone (504) 576-4000

1-10764         ENTERGY ARKANSAS, INC.                 71-0005900
		(an Arkansas corporation)
		425 West Capitol Avenue, 40th Floor
		Little Rock, Arkansas 72201
		Telephone (501) 377-4000

1-27031         ENTERGY GULF STATES, INC.              74-0662730
		(a Texas corporation)
		350 Pine Street
		Beaumont, Texas  77701
		Telephone (409) 838-6631

1-8474          ENTERGY LOUISIANA, INC.                72-0245590
		(a Louisiana corporation)
		4809 Jefferson Highway
		Jefferson, Louisiana 70121
		Telephone (504) 840-2734

0-320           ENTERGY MISSISSIPPI, INC.              64-0205830
		(a Mississippi corporation)
		308 East Pearl Street
		Jackson, Mississippi 39201
		Telephone (601) 368-5000

0-5807          ENTERGY NEW ORLEANS, INC.              72-0273040
		(a Louisiana corporation)
		1600 Perdido Street, Building 505
		New Orleans, Louisiana 70112
		Telephone (504) 670-3674

1-9067          SYSTEM ENERGY RESOURCES, INC.          72-0752777
		(an Arkansas corporation)
		Echelon One
		1340 Echelon Parkway
		Jackson, Mississippi 39213
		Telephone (601) 368-5000


<PAGE>

Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
										Name of Each Exchange
Registrant                     Title of Class                                   on Which Registered
<S>                            <C>                                                  <C>
Entergy Corporation            Common Stock, $0.01 Par Value - 222,201,504          New York Stock Exchange, Inc.
				 shares outstanding at February 28, 2002            Chicago Stock Exchange Inc.
										    Pacific Exchange Inc.

Entergy Arkansas Capital I     8-1/2% Cumulative Quarterly Income Preferred         New York Stock Exchange, Inc.
				 Securities, Series A

Entergy Gulf States, Inc.      Preferred Stock, Cumulative, $100 Par Value:
				 $4.40 Dividend Series                              New York Stock Exchange, Inc.
				 $4.52 Dividend Series                              New York Stock Exchange, Inc.
				 $5.08 Dividend Series                              New York Stock Exchange, Inc.
				 Adjustable Rate Series B (Depository Receipts)     New York Stock Exchange, Inc.

Entergy Gulf States Capital I  8.75% Cumulative Quarterly Income Preferred          New York Stock Exchange, Inc.
				 Securities, Series A

Entergy Louisiana Capital I    9% Cumulative Quarterly Income Preferred             New York Stock Exchange, Inc.
				 Securities, Series A


</TABLE>

Securities registered pursuant to Section 12(g) of the Act:

Registrant                      Title of Class

Entergy Arkansas, Inc.          Preferred Stock, Cumulative, $100 Par Value
				Preferred Stock, Cumulative, $0.01 Par Value

Entergy Gulf States, Inc.       Preferred Stock, Cumulative, $100 Par Value

Entergy Louisiana, Inc.         Preferred Stock, Cumulative, $100 Par Value
				Preferred Stock, Cumulative, $25 Par Value

Entergy Mississippi, Inc.       Preferred Stock, Cumulative, $100 Par Value

Entergy New Orleans, Inc.       Preferred Stock, Cumulative, $100 Par Value


<PAGE>

     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 ____

      Indicate  by  check  mark  if disclosure  of  delinquent  filers
pursuant  to  Item 405 of Regulation S-K is not contained herein,  and
will  not be contained, to the best of the registrants' knowledge,  in
definitive  proxy or information statements incorporated by  reference
in  Part III of this Form 10-K or any amendment to this Form 10-K. [X]

      The  aggregate market value of Entergy Corporation Common Stock,
$0.01 Par Value, held by non-affiliates, was $9.2 billion based on the
reported last sale price of $41.28 per share for such stock on the New
York  Stock  Exchange  on February 28, 2002.  Entergy  Corporation  is
directly or indirectly the sole holder of the common stock of  Entergy
Arkansas,  Inc.,  Entergy Gulf States, Inc., Entergy Louisiana,  Inc.,
Entergy  Mississippi,  Inc., Entergy New  Orleans,  Inc.,  and  System
Energy Resources, Inc.


		  DOCUMENTS INCORPORATED BY REFERENCE

      Portions  of  the Proxy Statement of Entergy Corporation  to  be
filed  in  connection with its Annual Meeting of Stockholders,  to  be
held May 10, 2002, are incorporated by reference into Parts I and  III
hereof.

			   TABLE OF CONTENTS

								Page
							       Number

Definitions                                                       i
Part I
     Item  1. Business                                            1
     Item  2. Properties                                         45
     Item  3. Legal Proceedings                                  45
     Item  4. Submission of Matters to a Vote of Security        45
	       Holders
	      Directors and Executive Officers of Entergy        45
	       Corporation
Part II
     Item  5. Market for Registrants' Common Equity and          48
	       Related Stockholder Matters
     Item  6. Selected Financial Data                            49
     Item  7. Management's Discussion and Analysis of            49
	       Financial Condition and Results of
	       Operations
     Item 7A. Quantitative and Qualitative Disclosures           49
	       About Market Risk
     Item  8. Financial Statements and Supplementary Data        50
     Item  9. Changes in and Disagreements with Accountants     228
	       on Accounting and Financial Disclosure
Part III
     Item 10. Directors and Executive Officers of the           228
	       Registrants
     Item 11. Executive Compensation                            232
     Item 12. Security Ownership of Certain Beneficial          244
	       Owners and Management
     Item 13. Certain Relationships and Related Transactions    247
Part IV
     Item 14. Exhibits, Financial Statement Schedules, and      248
	       Reports on Form 8-K
Signatures                                                      249
Report of Independent Accountants on Financial Statement        257
   Schedules
Index to Financial Statement Schedules                          S-1
Exhibit Index                                                   E-1

       This   combined  Form  10-K  is  separately  filed  by  Entergy
Corporation,  Entergy  Arkansas,  Inc.,  Entergy  Gulf  States,  Inc.,
Entergy  Louisiana,  Inc.,  Entergy  Mississippi,  Inc.,  Entergy  New
Orleans,   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 representations only as
to  itself  and makes no other representations whatsoever  as  to  any
other company.

      This  report should be read in its entirety.  No one section  of
the report deals with all aspects of the subject matter.


<PAGE>

		      FORWARD-LOOKING INFORMATION

      The  following constitutes a "Safe Harbor" statement  under  the
Private  Securities  Litigation Reform Act  of  1995:   Investors  are
cautioned  that  forward-looking  statements  contained  herein   with
respect  to the revenues, earnings, performance, strategies, prospects
and  other  aspects  of  the business of Entergy Corporation,  Entergy
Arkansas,  Inc.,  Entergy Gulf States, Inc., Entergy Louisiana,  Inc.,
Entergy  Mississippi,  Inc., Entergy New  Orleans,  Inc.,  and  System
Energy  Resources,  Inc. and their affiliated  companies  may  involve
risks  and  uncertainties.   A number of factors  could  cause  actual
results or outcomes to differ materially from those indicated by  such
forward-looking  statements.   These  factors  include,  but  are  not
limited  to,  risks  and uncertainties relating to:   the  effects  of
weather, the performance of generating units and transmission systems,
the  possession of nuclear materials, fuel and purchased power  prices
and  availability, the effects of regulatory decisions and changes  in
law, litigation, capital spending requirements and the availability of
capital,  the  onset  of  competition,  the  ability  to  recover  net
regulatory  assets and other potential stranded costs, the effects  of
recent  developments  in  the California  electricity  market  on  the
utility  industry  nationally,  advances  in  technology,  changes  in
accounting  standards, corporate restructuring and changes in  capital
structure,  the  success  of new business  ventures,  changes  in  the
markets   for   electricity  and  other  energy-related   commodities,
including  the  use  of  financial  and  derivative  instruments   and
volatility of changes in market prices, changes in interest rates  and
in  financial  and  foreign currency markets generally,  the  economic
climate  and  growth  in  Entergy's service  territories,  changes  in
corporate strategies, actions of rating agencies, and other factors.

<PAGE>
			      DEFINITIONS

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

Abbreviation or Acronym            Term

ADEQ                Arkansas Department of Environmental Quality
AFUDC               Allowance for Funds Used During Construction
Algiers             15th Ward of the City of New Orleans, Louisiana
ALJ                 Administrative Law Judge
ANO 1 and 2         Units  1  and  2  of  Arkansas Nuclear  One  Steam
		    Electric  Generating Station (nuclear),  owned  by
		    Entergy Arkansas
APB                 Accounting Principles Board
APSC                Arkansas Public Service Commission
Availability
 Agreement          Agreement,  dated as of June  21,  1974,  as
		    amended, among System Energy and Entergy Arkansas,
		    Entergy   Louisiana,   Entergy  Mississippi,   and
		    Entergy New Orleans, and the assignments thereof
BCF                 One billion cubic feet of natural gas
BCF/D               One billion cubic feet of natural gas per day
BPS                 British pounds sterling
Board               Board of Directors of Entergy Corporation
Boston Edison       Boston Edison Company
Cajun               Cajun Electric Power Cooperative, Inc.
CitiPower           CitiPower  Pty., an electric distribution  company
		    serving   Melbourne,  Australia  and   surrounding
		    suburbs,  which was sold by Entergy effective
		    December 31, 1998
Consolidated Edison Consolidated Edison, Inc.
Council             Council of the City of New Orleans, Louisiana
D.C. Circuit        United States Court of Appeals for the District of
		    Columbia Circuit
DOE                 United States Department of Energy
domestic utility
 companies          Entergy Arkansas, Entergy Gulf  States,
		    Entergy   Louisiana,  Entergy   Mississippi,   and
		    Entergy New Orleans, collectively
EITF                Emerging Issues Task Force
ENHC                Entergy Nuclear Holding Company #1
EPA                 United States Environmental Protection Agency
EPAct               Energy Policy Act of 1992
EPDC                Entergy Power Development Corporation
EPMC                Entergy Power Marketing Corporation
ET&M                Entergy Trading and Marketing, Ltd.
ETHC                Entergy Technology Holding Company
EWG                 Exempt wholesale generator under PUHCA
EWO                 Entergy   Wholesale  Operations,  which  primarily
		    consists of Entergy's power development business
Entergy             Entergy  Corporation and its  various  direct  and
		    indirect subsidiaries
Entergy Arkansas    Entergy Arkansas, Inc.
Entergy Corporation Entergy Corporation, a Delaware corporation
Entergy Gulf States Entergy  Gulf States, Inc., including  its  wholly
		    owned  subsidiaries - Varibus Corporation,  GSG&T,
		    Inc.,  Prudential  Oil & Gas, Inc.,  and  Southern
		    Gulf Railway Company


<PAGE>
			DEFINITIONS (Continued)


Abbreviation or Acronym      Term

Entergy-Koch        Entergy-Koch, L.P., a joint venture equally  owned
		    by Entergy and Koch Industries, Inc.
Entergy London      Entergy  London Investments plc, formerly  Entergy
		    Power   UK   plc   (including  its  wholly   owned
		    subsidiary,  London Electricity  plc),  which  was
		    sold by Entergy effective December 4, 1998
Entergy Louisiana   Entergy Louisiana, Inc.
Entergy Mississippi Entergy Mississippi, Inc.
Entergy New Orleans Entergy New Orleans, Inc.
Entergy Nuclear     Entergy Nuclear, Inc.
Entergy Nuclear
 Operations         Entergy Nuclear Operations, Inc.
Entergy Operations  Entergy Operations, Inc.
Entergy Power       Entergy Power, Inc.
Entergy Services    Entergy Services, Inc.
FASB                Financial Accounting Standards Board
FERC                Federal Energy Regulatory Commission
FitzPatrick         James  A. FitzPatrick nuclear power plant, 825  MW
		    facility  located near Oswego, New York, purchased
		    in  November 2000 from NYPA by Entergy's  domestic
		    non-utility nuclear business
FUCO                Exempt foreign utility company under PUHCA
Grand Gulf 1 and 2  Units  1  and  2  of  Grand  Gulf  Steam  Electric
		    Generating Station (nuclear), 90% owned or  leased
		    by System Energy
GWH                 Gigawatt hours, which equals one million kilowatt-
		    hours
Independence        Independence Steam Electric Station (coal),  owned
		    16%   by   Entergy   Arkansas,  25%   by   Entergy
		    Mississippi, and 7% by Entergy Power
Indian Point 1      Indian Point Energy Center Unit 1 - nuclear  power
		    plant  that has been shut-down and in safe storage
		    since  the  1970s, located in Westchester  County,
		    New   York,  purchased  in  September  2001   from
		    Consolidated  Edison  by Entergy's  domestic  non-
		    utility nuclear business
Indian Point 2      Indian Point Energy Center Unit 2 - nuclear  power
		    plant,  970  MW  facility located  in  Westchester
		    County, New York, purchased in September 2001 from
		    Consolidated  Edison  by Entergy's  domestic  non-
		    utility nuclear business
Indian Point 3      Indian Point Energy Center Unit 3 - nuclear  power
		    plant,  980  MW  facility located  in  Westchester
		    County, New York, purchased in November 2000  from
		    NYPA  by  Entergy's  domestic non-utility  nuclear
		    business
IRS                 Internal Revenue Service
KV                  kilovolt
KW                  kilowatt
KWH                 kilowatt-hour(s)
London Electricity  London  Electricity  plc  -  a  regional  electric
		    company   serving  London,  England,   which   was
		    acquired  by Entergy London effective February  1,
		    1997,  and was sold by Entergy effective  December
		    4, 1998
LDEQ                Louisiana Department of Environmental Quality
LPSC                Louisiana Public Service Commission
MCF                 1,000 cubic feet of gas
MMBTU               One million British Thermal Units
MPSC                Mississippi Public Service Commission
MW                  megawatt(s), which equals one thousand kilowatt(s)

<PAGE>
			DEFINITIONS (Concluded)


Abbreviation or Acronym      Term

N/A                 Not applicable
Nelson Unit 6       Unit  No.  6  (coal) of the Nelson Steam  Electric
		    Generating  Station,  owned 70%  by  Entergy  Gulf
		    States
NERC                North American Electric Reliability Council
Net debt ratio      Gross debt less cash and cash equivalents divided
		    by total capitalization less cash and cash equivalents
NRC                 Nuclear Regulatory Commission
NYPA                New York Power Authority
Pilgrim             Pilgrim  Nuclear Station, 670 MW facility  located
		    in Plymouth, Massachusetts, purchased in July 1999
		    from  Boston  Edison  by Entergy's  domestic  non-
		    utility nuclear business
PRP                 Potentially Responsible Party (a person or  entity
		    that   may  be  responsible  for  remediation   of
		    environmental contamination)
PUCT                Public Utility Commission of Texas
PUHCA               Public  Utility Holding Company Act  of  1935,  as
		    amended
PURPA               Public Utility Regulatory Policies Act of 1978
RTO                 Regional transmission organization
Reallocation
 Agreement          1981  Agreement, superseded  in  part  by  a
		    June  13,  1985  decision of FERC,  among  Entergy
		    Arkansas,  Entergy Louisiana, Entergy Mississippi,
		    Entergy New Orleans, and System Energy relating to
		    the sale of capacity and energy from Grand Gulf
Ritchie Unit 2      Unit  2  of  the  R.  E.  Ritchie  Steam  Electric
		    Generating Station (gas/oil)
River Bend          River   Bend  Steam  Electric  Generating  Station
		    (nuclear)
SEC                 Securities and Exchange Commission
SFAS                Statement   of  Financial  Accounting   Standards,
		    promulgated by the FASB
SMEPA               South  Mississippi  Electric Power  Agency,  which
		    owns a 10% interest in Grand Gulf 1
System Agreement    Agreement, effective January 1, 1983, as modified,
		    among  the domestic utility companies relating  to
		    the sharing of generating capacity and other power
		    resources
System Energy       System Energy Resources, Inc.
System Fuels        System Fuels, Inc.
tons/hr             Tons   per  hour,  used  as  a  measure  of  steam
		    production
UK                  The  United Kingdom of Great Britain and  Northern
		    Ireland
Unit Power Sales
 Agreement          Agreement, dated as of June 10, 1982, as
		    amended   and  approved  by  FERC,  among  Entergy
		    Arkansas,  Entergy Louisiana, Entergy Mississippi,
		    Entergy  New Orleans, and System Energy,  relating
		    to  the  sale  of capacity and energy from  System
		    Energy's share of Grand Gulf 1
Warren Power        Warren  Power  Plant,  300 MW   simple  cycle  gas
		    turbine merchant power plant located in Vicksburg,
		    Mississippi
Waterford 3         Unit  No.  3  (nuclear)  of  the  Waterford  Steam
		    Electric Generating Station, 100% owned or  leased
		    by Entergy Louisiana
weather-adjusted
 usage              electric  usage  excluding  the  effects  of
		    weather deviations
White Bluff         White Bluff Steam Electric Generating Station, 57%
		    owned by Entergy Arkansas


<PAGE>


				PART I
Item 1.  Business
			  BUSINESS OF ENTERGY

Entergy Corporation

      Entergy Corporation is a Delaware corporation which, through  its
subsidiaries, engages principally in the following businesses: domestic
utility,  domestic non-utility nuclear, and energy commodity  services.
Domestic   non-utility  nuclear  and  energy  commodity  services   are
sometimes   referred   to  as  the  competitive  businesses.    Entergy
Corporation  has  no significant assets other than  the  stock  of  its
subsidiaries.   Entergy  Corporation is  a  registered  public  utility
holding  company  under PUHCA.  As such, Entergy  Corporation  and  its
subsidiaries  generally are subject to the broad regulatory  provisions
of  PUHCA.   PUHCA  generally limits registered public utility  holding
company   activity  to  direct  and  indirect  ownership  of   domestic
integrated utility businesses, domestic and foreign electric generation
ventures, foreign utility ownership, telecommunications and information
service   businesses,  and  certain  other  domestic   energy   related
businesses.   Following  are the percentages of Entergy's  consolidated
revenues  and  net  income generated by Entergy's reportable  operating
segments and the percentage of total assets held by them:
<TABLE>
<CAPTION>

Segment                            % of Revenue       % of Net Income     % of Total Assets
			       2001   2000   1999   2001   2000   1999   2001   2000   1999
<S>                             <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Domestic utility                77     74     73     77     87     93     78     81     82
Domestic non-utility nuclear     8      3      1     17      7      3     13      9      3
Energy commodity services       14     23     26     14      8     (7)     9     10      8
Other                            1      -      -     (8)    (2)    11      -      -      7


</TABLE>

Additional   financial  information  regarding  Entergy   Corporation's
operating segments is contained in Note 12 to the financial statements.

Domestic Utility

     The domestic utility is Entergy's predominant business segment, as
shown  in  the  chart above.  Entergy Corporation has five wholly-owned
domestic   retail  electric  utility  subsidiaries:  Entergy  Arkansas,
Entergy  Gulf  States,  Entergy  Louisiana,  Entergy  Mississippi,  and
Entergy  New Orleans.  As of December 31, 2001, these utility companies
provided retail electric service to approximately 2.6 million customers
in  portions  of  the states of Arkansas, Louisiana,  Mississippi,  and
Texas.   In addition, Entergy Gulf States furnishes natural gas utility
service  in and around Baton Rouge, Louisiana, and Entergy New  Orleans
furnishes  natural gas utility service in New Orleans, Louisiana.   The
business  of  the  domestic utility companies is  subject  to  seasonal
fluctuations, with the peak sales period normally occurring during  the
third  quarter  of  each  year.   During  2001,  the  domestic  utility
companies'  combined retail electric sales volumes as a  percentage  of
total  electric sales volumes were: residential - 28.6%;  commercial  -
22.7%;  and  industrial - 38.2%.  Retail electric revenues  from  these
sectors as a percentage of total electric revenues were: residential  -
36.1%;   commercial  -  25.7%;  and  industrial  -  31.7%.   Sales   to
governmental  and  municipal  sectors and  to  nonaffiliated  utilities
accounted  for the balances of electric sales and revenues.  The  major
industrial  customers  of the domestic utility  companies  are  in  the
chemical,  petroleum refining, and paper industries.   State  or  local
regulatory  authorities  regulate the  retail  rates  and  services  of
Entergy's domestic retail utility subsidiaries.

     Entergy  Corporation also owns 100% of the voting stock of  System
Energy,  an Arkansas corporation that owns and leases an aggregate  90%
undivided  interest  in Grand Gulf.  System Energy  sells  all  of  the
capacity  and energy from its interest in Grand Gulf 1 at wholesale  to
its  only  customers,  Entergy  Arkansas,  Entergy  Louisiana,  Entergy
Mississippi, and Entergy New Orleans.  Management discusses sales  from
Grand  Gulf  1  more  thoroughly in "CAPITAL  REQUIREMENTS  AND  FUTURE
FINANCING - Certain Grand Gulf-related Financial and Support Agreements
-  Unit Power Sales Agreement" below.  System Energy's wholesale  power
sales are subject to the jurisdiction of FERC.

     Entergy  Services, a Delaware corporation wholly-owned by  Entergy
Corporation,  provides management, administrative,  accounting,  legal,
engineering,  and  other  services primarily to  the  domestic  utility
subsidiaries  of Entergy Corporation.  Entergy Operations,  a  Delaware
corporation,  is also wholly-owned by Entergy Corporation and  provides
nuclear  management, operations and maintenance services under contract
for  ANO,  River  Bend, Waterford 3, and Grand Gulf 1, subject  to  the
owner  oversight  of  Entergy Arkansas, Entergy  Gulf  States,  Entergy
Louisiana, and System Energy, respectively.  Entergy Arkansas,  Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans own  35%,  33%,
19%,  and  13%,  respectively, of the common stock of System  Fuels,  a
Louisiana  corporation that implements and manages certain programs  to
procure, deliver, and store fuel supplies for those companies.  Entergy
Services,  Entergy Operations, and System Fuels provide their  services
to  the  domestic utility companies and System Energy on an  "at  cost"
basis,  pursuant to service agreements approved by the SEC under PUHCA.
Information regarding affiliate transactions is contained in Note 16 to
the financial statements.

     Entergy Gulf States has wholly-owned subsidiaries that (i) own and
operate  intrastate  gas  pipelines  in  Louisiana  used  primarily  to
transport fuel to two of Entergy Gulf States' generating stations; (ii)
own  the  Lewis Creek Station, a gas-fired generating plant,  which  is
leased  to  and operated by Entergy Gulf States; and (iii) own  several
miles  of  railroad  track constructed in Louisiana primarily  for  the
purpose  of  transporting coal for use as boiler fuel at  Entergy  Gulf
States' Nelson Unit 6 generating facility.

Domestic Non-Utility Nuclear

      Entergy's  domestic non-utility nuclear business  is  focused  on
acquiring,  owning,  operating, and selling power  from  nuclear  power
plants  and  providing operations and management  services  to  nuclear
power plants owned by other utilities in the United States.  Operations
and   management  services,  including  decommissioning  services,  are
provided through Entergy's wholly-owned subsidiary, Entergy Nuclear.

     Entergy's domestic non-utility nuclear business owns the following
operating nuclear power plants:

Power Plant      Acquired   Capacity  Percent Ownership  Location

Pilgrim          July 1999    670 MW       100%          Plymouth, MA
FitzPatrick      Nov. 2000    825 MW       100%          Oswego, NY
Indian Point 3   Nov. 2000    980 MW       100%          Westchester County, NY
Indian Point 2   Sept. 2001   970 MW       100%          Westchester County, NY

      In  August 2001, Entergy's domestic non-utility nuclear  business
agreed  to  purchase the 510 MW Vermont Yankee Nuclear Power  Plant  in
Vernon,  Vermont, from Vermont Yankee Nuclear Power Corporation (VYNPC)
for  $180  million,  to  be paid in cash upon  closing.   Entergy  will
receive  the plant, nuclear fuel, inventories, and related real estate.
The   liability  to  decommission  the  plant,  as  well   as   related
decommissioning trust funds of approximately $280 million, will also be
transferred to Entergy.  Management expects to close the transaction in
the  summer  of  2002,  pending the approvals of the  NRC,  the  Public
Service Board of Vermont, and other regulatory agencies.

      Entergy's  non-utility nuclear business has  entered  into  power
purchase  agreements  (PPAs) to sell the power produced  by  its  power
plants at prices established in the PPAs.  To the extent that a plant's
output  is  not subject to a PPA, power sales would be subject  to  the
fluctuation  of  market power prices.  Following is a  summary  of  the
amount of the Entergy non-utility nuclear business's capacity currently
subject  to PPAs. Entergy continues to pursue opportunities  to  extend
the existing PPAs and to enter into new PPAs with other parties.

					  Capacity subject to PPAs
		      Entergy's Capacity
Power Pool            in the Power Pool   2002   2003  2004  2005

New York ISO           2,775 MW           100%   100%   79%   0%
ISO New England          670 MW           100%   85%    85%  20%

In  addition, Entergy will sell 100% of Vermont Yankee's output  up  to
its  rated capacity to VYNPC's current owner-utilities under a  10-year
PPA  executed  in  conjunction with the transaction,  which  management
expects to close in the summer of 2002.  The PPA includes an adjustment
clause  where the prices specified in the PPA will be adjusted downward
annually, beginning in 2006, if power market prices drop below the  PPA
prices.  Vermont Yankee is a part of the ISO New England.

     Entergy Nuclear is authorized to provide services to nuclear power
plants  owned  by  entities  that  are  not  affiliated  with  Entergy.
Services provided include engineering, operations and maintenance, fuel
procurement,   management  and  supervision,  technical   support   and
training,  administrative support, and other  managerial  or  technical
services  required  to  operate,  maintain,  and  decommission  nuclear
electric  power  facilities.  Currently Entergy  Nuclear  is  providing
decommissioning  services  for the Maine Yankee  nuclear  power  plant,
which  is owned by Maine Yankee Atomic Power Company.  Entergy  Nuclear
completed successfully in 2001 its decommissioning services project for
Millstone Unit 1.  The cost of decommissioning and insuring the  plants
that   Entergy   provides   decommissioning   services   for   is   the
responsibility of the plant owners.

      Entergy Nuclear also is a party to two business arrangements that
assist  it  in  providing operation and management  services.   Entergy
Nuclear  and  Framatome ANP intend to jointly offer  operating  license
renewal  and  life extension services to nuclear power  plants  in  the
United States.  Framatome has provided and continues to provide license
renewal  services to several utilities owning nuclear power  plants  in
the  United States.  Entergy Nuclear acquired TLG Services in September
2000.   The  TLG  acquisition  assists  Entergy  Nuclear  in  providing
decommissioning,  engineering, and related services  to  nuclear  power
plant owners.

Energy Commodity Services

     During  the  third quarter of 2001, Entergy began  integration  of
Entergy-Koch and Entergy Wholesale Operations into the energy commodity
services segment. Prior to the third quarter of 2001, Entergy-Koch  and
Entergy  Wholesale  Operations operated and were reported  as  separate
segments.   Prior  to  the  first quarter of  2001,  Entergy  had  also
operated   and  reported  its  power  marketing  and  trading   segment
separately.  On January 31, 2001, Entergy contributed substantially all
of  its power marketing and trading business to Entergy-Koch, which  is
now a part of the energy commodity services segment.

Marketing and Trading

     In January 2001, subsidiaries of Entergy and Koch Industries, Inc.
formed an unconsolidated 50/50 limited partnership, Entergy-Koch,  L.P.
Entergy-Koch  engages in the gathering, transmission,  and  storage  of
natural  gas in the Gulf Coast region of the United States through  its
Gulf  South Pipeline subsidiary.  Entergy-Koch also engages in physical
and  financial  natural gas and power trading, and weather  derivatives
trading, in the United States, the United Kingdom, Western Europe,  and
Canada through its Entergy-Koch Trading subsidiaries.  In the formation
of  the partnership, Entergy contributed most of the assets and trading
contracts of its power marketing and trading business and $414  million
of  cash.  Koch contributed its 8,800-mile Koch Gateway Pipeline (which
has  been  renamed  the  Gulf South Pipeline), gas  storage  facilities
including  the  65.8  BCF  Bistineau  storage  facility  located   near
Shreveport,  Louisiana,  and Koch Energy Trading,  which  marketed  and
traded  electricity, gas, weather derivatives, and other energy-related
commodities and services.

     The  Gulf South Pipeline system includes approximately 7,650 miles
of  transmission pipelines and approximately 1,150 miles  of  gathering
pipelines.  Gulf South Pipeline gathers natural gas from the Gulf South
region  and  transports it to local distribution companies,  industrial
facilities,  power generators, utility companies, other pipelines,  and
natural  gas marketing companies.  The pipeline system covers parts  of
Texas,  Louisiana, Mississippi, Alabama, and Florida; connects  to  the
Henry  Hub,  located  in  Vermilion  Parish,  Louisiana;  and  has   67
interconnects  with interstate pipelines.  Gulf South  Pipeline  has  a
total  of  68  BCF  of working gas storage capacity at two  facilities,
including Bistineau.

     Entergy-Koch Trading buys and sells natural gas, power, and  other
energy-related services and commodities.  Entergy-Koch Trading provides
energy management using knowledge systems that promote fundamental  and
quantitative  understanding  of market  risk.   The  energy  management
services  provide customers with the opportunity to manage the  various
risk  exposures  embedded in their businesses and  capitalize  on  non-
optimized  resources.   Entergy-Koch Trading provides  customers  these
solutions  by  utilizing  its proprietary  analytical  models  and  its
knowledge of the marketplace, natural gas pipelines, power transmission
infrastructure,  transportation management, gas storage,  weather,  and
the interaction of these factors.

     Entergy  and  Koch  Industries each indirectly  own  half  of  the
limited  partnership interests in Entergy-Koch, L.P.  Entergy and  Koch
Industries  also  indirectly own half of  the  equity  of  the  general
partner  of Entergy-Koch, L.P.  The general partner has an eight-member
board of directors.  Entergy and Koch each appoint four members of  the
board.

     Although  the ownership interests are equal, the capital  accounts
for   Entergy  and  Koch  are  different.   As  described  above,  each
contributed  different assets to the partnership with those contributed
by  Koch  valued  at more than those contributed by  Entergy.   Through
2003,  substantially  all  of  the  partnership  profits  allocated  to
Entergy,  except  that profits from weather trading  and  international
trading   are   allocated  disproportionately  to  Koch  and   Entergy,
respectively.

     In  the partnership agreement, Entergy agreed to contribute  $72.7
million  to the partnership in January 2004.  Koch also will receive  a
distribution  of  $72.7 million in 2004.  In addition,  at  that  time,
Entergy-Koch's  assets will be revalued for capital  account  purposes.
If  the  value of the assets exceeds their carrying value  for  capital
account purposes, then that difference will be allocated to the capital
accounts.   Entergy  expects that after this  revaluation  the  capital
accounts of Entergy and Koch Industries will be approximately equal and
that  future  profit  allocations other than for  weather  trading  and
international  trading will be equal.  If the capital  accounts  differ
significantly,    however,    then    profits    may    be    allocated
disproportionately  to  one  partner or the  other  until  the  capital
accounts are approximately equal.

     The  partnership  agreement  provides that  losses  are  allocated
between  the  capital  accounts  of the  partners  based  on  ownership
interest.   Distributions from operations are shared based on ownership
interest and distributions in the event of liquidation are shared based
on capital accounts, as revalued at the time of the liquidation.  Prior
to  2004, a partner may transfer its partnership interest only with the
consent  of  the  other  partner.  Beginning in  2004,  a  partner  may
transfer its interest to a third party, only if it has first offered to
sell  its interest to the other partner at the approximate sales  price
and  the  other  partner has not accepted the offer.  Certain  buy/sell
rights  are triggered (a) at the option of the non-defaulting  partner,
upon  a  change of control of, or material breach of the agreement  by,
either  partner  or (b) at the option of either partner,  at  any  time
beginning  in 2004.  Under the buy/sell rights, the initiating  partner
offers  to  sell all its partnership interest at a specified price  and
other  terms or to buy all of the other partner's partnership  interest
at the same price and same other terms.

Power Development

     EWO primarily conducts Entergy's power development business, which
is  focused  on  acquiring or developing power generation  projects  in
North  America  and  Europe.   The  power  development  business   owns
interests  in  the  following  electric  generation  assets  that   are
currently operating or are under construction:

     Investment                        Percent Ownership   Status

United Kingdom - Damhead Creek, 800 MW       100%          operational
U.S. (AR)- Ritchie Unit 2, 544 MW            100%          operational
U.S. (AR)- Independence Unit 2, 842 MW        14%          operational
U.S. (MS)- Warren Power, 300 MW              100%          operational
U.S. (IA)- Top of Iowa Wind Farm, 80 MW       99%          operational
U.S. (LA)- RS Cogen, 425 MW                   50%          under construction
U.S. (IL)- Crete, 320 MW                      50%          under construction
U.S. (TX)- Harrison County, 550 MW            70%          under construction

Entergy  owns  its  interest in RS Cogen through an unconsolidated  50%
interest  in RS Cogen, L.L.C., and the remaining 50% interest is  owned
by  PPG  Industries,  an industrial customer of  Entergy  Gulf  States.
Entergy  owns  its  interest  in Crete through  an  unconsolidated  50%
interest  in Crete Energy Ventures, LLC, and the remaining 50% interest
is  owned  by DTE Energy.  The Harrison County plant will be  co-owned,
with  the  other  30%  held  by Northeast Texas  Electric  Cooperative.
Entergy's  power  development business has  several  other  development
projects  in the planning stages, including announced projects  in  the
United States, Spain, and Bulgaria.

      EWO also owns interests in projects in Argentina, Chile, and Peru
that  are  unconsolidated affiliates of Entergy.   The  Latin  American
projects  are  not a core part of Entergy's strategy,  and  Entergy  is
considering  strategies  to maximize the value  of  these  investments,
including possibly selling them.

     In  2000,  Entergy  entered  into an  unconsolidated  50/50  joint
venture  with  The  Shaw Group Inc. that is named  EntergyShaw,  L.L.C.
EntergyShaw     provides    management,    engineering,    procurement,
construction,  and  commissioning services for electric  power  plants.
EntergyShaw  was  created to operate in the electric  power  generation
market  and  provide services to Entergy's power development  business.
EntergyShaw's operations may require the support of Entergy Corporation
guarantees.   EntergyShaw  is  currently  constructing  the  Crete  and
Harrison  County  plants.  Entergy has guaranteed  the  obligations  of
EntergyShaw  to  construct  the Harrison County  plant,  and  Entergy's
maximum liability on the guarantee is $232.5 million.

Domestic and Foreign Generation Investment Restrictions and Risks

      Entergy's  ability  to invest in domestic and foreign  generation
businesses  is  subject  to  the SEC's  regulations  under  PUHCA.   As
authorized by the SEC, Entergy is allowed to invest an amount equal  to
100%  of  its  average consolidated retained earnings in  domestic  and
foreign  generation  businesses.  As of December  31,  2001,  Entergy's
investments  subject  to this rule totaled $1.64  billion  constituting
46.6% of its average consolidated retained earnings.

      Entergy's  ability  to guarantee obligations of  its  non-utility
subsidiaries is also limited by SEC regulations under PUHCA.  In August
2000,  the  SEC issued an order, effective through December  31,  2005,
that allows Entergy to issue up to $2 billion of guarantees to its non-
utility companies.

     International  operations are subject to  the  risks  inherent  in
conducting  business  abroad,  including  possible  nationalization  or
expropriation,   price  and  currency  exchange  controls,   inflation,
limitations  on foreign participation in local enterprises,  and  other
restrictions.   Changes  in  the  relative  value  of  currencies   may
favorably or unfavorably affect the financial condition and results  of
operations  of  Entergy's non-U.S. businesses.  In  addition,  exchange
control  restrictions  in certain countries may limit  or  prevent  the
repatriation of earnings.

Selected Data

      Selected domestic utility customers and sales data for  2001  are
summarized in the following tables:
<TABLE>
<CAPTION>
								     Customers as of
								    December 31, 2001
		      Area Served                                   Electric     Gas
								      (In Thousands)
<S>                   <C>                                              <C>      <C>
Entergy Arkansas      Portions of Arkansas                             647        -
Entergy Gulf States   Portions of Texas and Louisiana                  690       89
Entergy Louisiana     Portions of Louisiana                            644        -
Entergy Mississippi   Portions of Mississippi                          404        -
Entergy New Orleans   City of New Orleans, except Algiers, which
			is provided electric service by                189      148
			Entergy Louisiana
								     -----      ---
     Total customers                                                 2,574      237
								     =====      ===

</TABLE>


      2001 - Selected Domestic Utility Electric Energy Sales Data
<TABLE>
<CAPTION>

			Entergy     Entergy     Entergy      Entergy        Entergy    System
		       Arkansas   Gulf States  Louisiana   Mississippi    New Orleans  Energy   Entergy (a)
		       (In GWH)
<S>                       <C>          <C>         <C>          <C>             <C>      <C>       <C>
Electric Department:
  Sales to retail
   customers              19,377       33,837      28,524       12,621          5,597        -      99,956
  Sales for resale:
     Affiliates            7,217        1,087         381        1,728            115    8,921           -
     Others                4,909        3,305         334          289             59        -       8,896
			 ---------------------------------------------------------------------------------
	Total             31,503       38,229      29,239       14,638          5,771    8,921     108,852
			 =================================================================================
Average use per
  residential customer
  (KWH)                   12,627       15,115      14,670       14,268         11,650        -      13,993
			 =================================================================================

</TABLE>

(a) Includes the effect of intercompany eliminations.


	2001 - Selected Domestic Utility Natural Gas Sales Data

      Entergy  New Orleans and Entergy Gulf States sold 15,427,960  and
6,682,931  MCF,  respectively, of natural gas to  retail  customers  in
2001.   For the years ended December 31, 2001, 2000, and 1999, revenues
from  natural gas operations were not material for Entergy Gulf States.
Entergy  New  Orleans'  products and services are  discussed  below  in
"BUSINESS SEGMENTS".

      Refer  to  "SELECTED  FINANCIAL DATA -  FIVE-YEAR  COMPARISON  OF
ENTERGY  CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC.,  ENTERGY
GULF  STATES, INC., ENTERGY LOUISIANA, INC., ENTERGY MISSISSIPPI, INC.,
ENTERGY  NEW  ORLEANS, INC., and SYSTEM ENERGY RESOURCES,  INC."  which
follow  each company's financial statements in this report, for further
information with respect to operating statistics.

Employees

     As of December 31, 2001, Entergy had 15,054 employees as follows:

Full-time:
  Entergy Corporation                    -
  Entergy Arkansas                   1,626
  Entergy Gulf States                1,668
  Entergy Louisiana                    960
  Entergy Mississippi                  906
  Entergy New Orleans                  386
  System Energy                          -
  Entergy Operations                 3,181
  Entergy Services                   2,632
  Entergy Nuclear Operations         2,948
  Other subsidiaries                   564
				    ------
       Total Full-time              14,871
  Part-time                            183
				    ------
       Total Entergy                15,054
				    ======

     Approximately 4,900 employees are represented by the International
Brotherhood  of  Electrical Workers Union (IBEW), the  Utility  Workers
Union of America (UWUA), and the International Brotherhood of Teamsters
Union (IBT).  In 2001, Entergy Gulf States - Transmission, Distribution
and  Customer  Service  reached  a new  agreement  with  IBEW  covering
approximately  814 employees.  Entergy Gulf States  -  Fossil  will  be
negotiating  a  new  agreement  with IBEW  covering  approximately  297
employees in 2002.

Industry Restructuring and Competition

      As  a result of the actions of federal legislative and regulatory
bodies  over  the  period  of  approximately  the  past  twenty  years,
wholesale markets have been developing in which electricity,  gas,  and
other  energy-related products and services are purchased and  sold  at
market-based   (rather  than  traditional  cost-based)  rates.    These
wholesale markets are continuing to grow and evolve.  This evolution is
changing the ways in which public utilities conduct their business  and
has  changed the nature of the participants in these wholesale markets,
which  now  include not only public utilities but also power  marketers
and  traders,  other energy commodity marketers and traders,  wholesale
generators of electricity, and a wide range of wholesale customers.

      Utilities,  including  the  domestic utility  companies,  may  be
required  or encouraged to sell generating plants or interests therein,
or   the  output  from  such  plants.   Additionally,  with  regard  to
transmission assets, FERC originally set December 15, 2001 as the  date
by  which all owners and operators of transmission lines should sell or
turn   over   operating   and  management  responsibility   for   their
transmission systems to independent parties.  This date has  also  been
delayed  as  utility companies and their federal and  state  regulators
work  to  resolve various issues.  Entergy responded to FERC by  filing
plans  to  transfer  control  of  its transmission  assets  to  a  non-
affiliated  transmission company subject to control by an RTO,  and  is
now  working  with the Southern Company and others to  obtain  approval
from FERC of an RTO structure.  These changes will alter the historical
structure  from  the  operation  of  the  domestic  utility  companies'
electric  generation  and transmission assets as an  integrated  system
supporting   utility   service  throughout   their   combined   service
territories.

      Major  changes  in  the retail utility business  have  also  been
occurring in some parts of the United States, including some states  in
which  Entergy's  domestic  utility  companies  operate.   Events  that
occurred  in  2001,  including the crisis in California's  restructured
power  supply  market and the bankruptcy of Enron,  have  slowed  these
changes.  Both Texas and Arkansas adopted legislation in 1999 aimed  at
separating  ("unbundling")  traditionally integrated  public  utilities
into distinct distribution, transmission, generation, and various types
of  retail  marketing businesses, and aimed at introducing  competition
into  the  generation component of utility service.   Texas  originally
required restructuring and corporate unbundling by January 1, 2002  but
has delayed implementation in Entergy Gulf States' service territory at
least  until September 15, 2002.  Arkansas has also delayed its  retail
access  plan  until at least October 2003 and the APSC  has  asked  the
Arkansas  General  Assembly for a further delay until  at  least  2010.
Other  jurisdictions  in which the domestic utility  companies  operate
have not enacted retail competition and utility unbundling legislation.
Further  changes in restructuring in Entergy's service territories  may
result  from  the effects of the developments in other electric  retail
markets, the Enron bankruptcy, developments at the FERC on transmission
issues, and future developments in the power supply industry.

      As changes in the wholesale and retail electricity markets in the
Entergy  system  have  taken  place,  regulators  and  legislators   in
different  jurisdictions have not coordinated these changes.   In  some
cases,  actions  by  one  jurisdiction may  conflict  with  actions  by
another,  creating  potentially  incompatible  obligations  for  public
utilities   and  holding  companies,  including  the  Entergy   system.
Examples include:

    o  the LPSC's docket relating to the changes in corporate structure
       of  Entergy Gulf States as a result of complying with the  Texas
       restructuring law, including generation issues, and its potential
       impact on Louisiana retail ratepayers (described more fully below in
       this "Industry Restructuring and Competition" under "Texas - Business
       Separation Plan" and "Texas - Generation-Related Issues");
    o  System  Agreement restructuring issues, including a separate
       proceeding  at the LPSC to review the proposed System  Agreement
       restructuring (described more fully below in "Rate Matters, Regulation
       and Litigation - Wholesale Matters - System Agreement"); and
    o  an  LPSC show cause order to Entergy Gulf States and Entergy
       Louisiana why they should not be enjoined from transferring their
       transmission assets to an independent transmission company or similar
       organization (described more fully below in "Rate Matters, Regulation
       and Litigation - Wholesale Matters - Open Access Transmission and
       Entergy's Independent Transmission Company Proposal").

It  is  too  early to predict accurately what the ultimate  effects  of
changes  in  U.S.  energy  markets will be, or  their  timing,  or  how
potentially  incompatible  regulatory  obligations  will  be  resolved.
Restructuring issues are complex and are continually affected by events
at  the  national,  regional, state and local levels.   However,  these
changes  may  result in fundamental alterations in the way  traditional
integrated utilities and holding company systems, like Entergy and  its
domestic  utility  companies, conduct their business.   Some  of  these
alterations  may  be  positive for Entergy and  its  affiliates,  while
others may not be.

      These  changes  are resulting in increased costs associated  with
utility  unbundling and transitioning to new organizational  structures
and  ways  of  conducting  business.   It  is  possible  that  the  new
organizational  structures that may be required  will  result  in  lost
economies  of  scale, less beneficial cost sharing arrangements  within
utility holding company systems, and, in some cases, greater difficulty
and cost in accessing capital.  Furthermore, these changes could result
in  early  refinancing of debt, the reorganization of  debt,  or  other
obligations between newly-formed companies.  As a result of federal and
state  "codes of conduct" and affiliate transaction rules,  adopted  as
part of restructuring, new non-utility affiliates in the Entergy System
may  be  precluded from, or limited in, doing business with  affiliated
electric  market  participants.   In addition,  regulators  may  impose
limits  on,  rather than have the market set, wholesale energy  prices.
There  are  a  number  of other changes that may result  from  electric
business  competition and unbundling, including, but  not  limited  to,
changes  in  labor  relations, management and  staffing,  structure  of
operations, environmental compliance responsibility, and other  aspects
of the utility business.

     As a potential result of restructuring, Entergy's domestic utility
companies  may no longer be able to apply regulated utility  accounting
principles to some or all of their operations, and they may be required
to  write  off certain regulatory assets or recognize asset impairments
(described more fully below in Note 2 to the financial statements under
"Rate and Regulatory Matters - Electric Industry Restructuring and  the
Continued  Application of SFAS 71").  Following is  a  summary  of  the
status  of  the  transition  to competition in  Entergy's  five  retail
jurisdictions:

						  % of Entergy's
						Consolidated 2001
						 Revenues Derived
					       from Retail Electric
						Utility Operations
Jurisdiction   Status of Retail Open Access    in the Jurisdiction

Arkansas      Commencement delayed by amended         13.6%
	      law   until  at  least  October
	      2003,   APSC   has  recommended
	      delay until at least 2010.
Texas         Delayed    until    at    least         10.7%
	      September  15, 2002 in  Entergy
	      Gulf States' service area in  a
	      settlement  approved   by   the
	      PUCT.
Louisiana     The  LPSC has deferred pursuing         33.4%
	      retail   open  access,  pending
	      developments  at  the   federal
	      level and in other states.
Mississippi   MPSC   has   recommended    not          9.8%
	      pursuing  open access  at  this
	      time.
New Orleans   City   Council  has  taken   no          5.1%
	      action  on  Entergy's  proposal
	      filed in 1997.


Arkansas

      Under  current Arkansas legislation, the target date  for  retail
open  access has been delayed until no sooner than October 1, 2003  and
no  later than October 1, 2005.  In December 2001, the APSC recommended
to the Arkansas General Assembly that legislation be enacted during the
2003  legislative session to either repeal the legislation  authorizing
retail  open access or further delay retail open access until at  least
2010.   Entergy  Arkansas supports the proposal for  further  delay  of
retail  open  access but opposes repeal of deregulation legislation  as
premature at this time.

Texas

     In  June  1999, the Texas legislature enacted a law providing  for
competition  in  the  electric  utility industry  through  retail  open
access.  The law provided for retail open access by most investor-owned
electric utilities on January 1, 2002.  As discussed below, retail open
access for Entergy Gulf States was subsequently delayed until at  least
September  15,  2002.  With retail open access, generation  and  a  new
retail  electric  provider  operation are competitive  businesses,  but
transmission and distribution operations continue to be regulated.  The
new  retail  electric providers are the primary point of  contact  with
customers.  The provisions of the new law:

     o require a rate freeze through December 31, 2001 (subject  to
       extension, as described below), with rates reduced by 6% beyond that
       for residential and small commercial customers of most incumbent
       utilities except Entergy Gulf States, whose rates are exempt from the
       6%  reduction requirement.  These rates to residential and small
       commercial customers are known as the "price-to-beat," and they may be
       adjusted periodically after retail open access begins for fuel and
       purchased power costs according to PUCT rules;
     o require utilities to charge the price-to-beat rates until 36
       months after the date competition begins or 40% of customers in the
       jurisdiction have chosen an alternative supplier, whichever comes
       first.  Nevertheless, the price-to-beat rates must continue to be made
       available at least through 2006;
     o required utilities to submit a plan to separate (unbundle) their
       generation, transmission, distribution, and retail electric provider
       functions, which Entergy Gulf States filed in January 2000 as discussed
       below;
     o require utilities to comply with a code of conduct to ensure that
       utilities do not allow affiliates to have a business advantage over
       competitors;
     o require operation in a non-discriminatory manner of transmission
       and distribution facilities by an organization independent from the
       generation  and  retail operations by the  time  competition  is
       implemented;
     o allow for recovery of stranded costs incurred in purchasing power
       and providing electric generation service if the costs are approved by
       the PUCT;
     o allow for securitization of regulatory assets and PUCT-approved
       stranded costs;
     o provide for the determination of and mitigation measures for
       generation market power; and
     o required utilities to file separated cost data and  proposed
       transmission, distribution, and competition transition tariffs by April
       1, 2000 (Entergy Gulf States filed a non-unanimous settlement in March
       2001 addressing these tariffs and costs, as discussed below).

     On August 3, 2001, the PUCT staff filed a petition requesting that
the  PUCT determine whether the market is ready for retail open  access
in  the  portion of Texas within the Southeastern Electric  Reliability
Council  (SERC), which includes Entergy Gulf States' service territory.
Several  parties,  including Entergy Gulf States and  the  PUCT  staff,
agreed  to  a  non-unanimous settlement that was approved by  the  PUCT
after  a hearing in October 2001.  In December 2001, the PUCT issued  a
written  order  approving  the settlement.   The  settlement  agreement
contains several points, including:

     o a delay in the commencement of retail open access in Entergy Gulf
       States' Texas service territory until at least September 15, 2002,
       subject to certain provisions of the settlement agreement;
     o recovery of transition to competition costs incurred by Entergy
       Gulf States through December 31, 2001 if a rate proceeding is initiated
       for Entergy Gulf States during the delay period.  The settlement
       agreement provides for a rate freeze during the delay period.  Entergy
       cannot predict whether a new rate proceeding for Entergy Gulf States
       will be initiated during the delay period or what the outcome of such
       proceeding might be;
     o suspension of additional capacity auctions until at least sixty
       days before retail open access commences (the capacity auctions are
       discussed below);
     o continuation of Entergy Gulf States' pilot project;
     o initiation by the PUCT of a project to develop market protocols to
       support retail open access;
     o efforts to develop an interim solution to implement retail open
       access  no  sooner than September 15, 2002 in the event  that  a
       functional, FERC-approved RTO is not likely to be achieved in the 2002
       time frame (the RTO and related power region certification issue are
       discussed below);
     o continuation of pending proceedings (discussed below) to determine
       the fuel and base rate components of the price-to-beat rates with
       implementation of these rates when retail open access begins, without
       escalation of the fuel component during the delay period;
     o continuation of Entergy Gulf States' current bundled rates and
       fuel factor methodology until the commencement of retail open access
       unless addressed in the interim solution;
     o continuation of efforts by Entergy Gulf States to obtain the
       appropriate approvals with respect to its business separation plan
       (discussed below) with the actual business separation not occurring
       until the eve of retail open access; and
     o filing by Entergy Gulf States for certification by the PUCT of a
       qualified power region, which filing must contain an assessment of
       market power, including transmission constraints.

     In  February  2002,  certain cities in Texas  (cities)  served  by
Entergy  Gulf  States  filed a petition in  district  court  in  Travis
County, Texas seeking judicial review of the order issued by the  PUCT.
The  cities' petition alleges that the PUCT's order is unlawful because
it  violates  statutory  and constitutional provisions.   Entergy  will
defend  vigorously  its position that the cities'  claims  are  without
merit.   Management  cannot predict the outcome of this  litigation  at
this time.

     Business Separation Plan

     Entergy  Gulf  States' business separation plan provides  for  the
separation  of  its generation, transmission, distribution  and  retail
electric  functions.  It has been amended during the course of  various
PUCT  and  LPSC  proceedings  and  is subject  to  further  change  and
regulatory proceedings as described below.

      The amended plan currently provides that Entergy Gulf States will
be separated into the following principal companies:

     o a Texas distribution company, which will own and operate Entergy
       Gulf States' electric distribution system in Texas;
     o an intermediate transmission company;
     o a Texas generation company (which may be more than one legal
       entity), which initially will purchase capacity and energy from the
       generating assets allocated to Texas load (Texas generating assets),
       and eventually will own those assets;
     o Texas retail electric providers, which will provide competitive
       retail electric service in Texas; and
     o Entergy Gulf States-Louisiana.

Entergy Gulf States-Louisiana will:

     o own and operate Entergy Gulf States' electric distribution system
       in Louisiana, the Texas generating assets (until they are transferred
       to the Texas generation company), the remainder of Entergy Gulf States'
       generating assets, and Entergy Gulf States' other businesses that are
       not  separated, and own Entergy Gulf States' transmission assets
       allocated to Louisiana (until they are transferred to the intermediate
       transmission company described in the next bullet); and
     o indirectly own a portion of an intermediate transmission company,
       which will own Entergy Gulf States' electric transmission assets
       allocated to Texas, and later Entergy Gulf States' transmission assets
       allocated to Louisiana.

      Entergy Gulf States' assets and liabilities (other than its long-
term  debt  and  liabilities) will be allocated among  these  companies
generally  based  upon  categorizing them by  function.   Entergy  Gulf
States  will  allocate  assets and liabilities not  associated  with  a
single function based upon specified factors.   In an April 2001 filing
with  the  LPSC  discussing  its separation methodology,  Entergy  Gulf
States included a balance sheet separated by jurisdiction and function.
The  balance sheet was based on September 30, 1999 balances.   In  this
balance sheet, Entergy Gulf States allocated approximately 27%  of  the
net  utility  plant balance to Texas generation, approximately  12%  to
Texas   distribution,   approximately   6%   to   Texas   transmission,
approximately 7% to Louisiana transmission, and less than 1%  to  Texas
retail.   Applying  these percentages to Entergy Gulf States'  December
31, 2001 net utility plant book value of $4.3 billion, for illustrative
purposes only, results in net book values of approximately $1.2 billion
for   Texas   generation,   approximately  $520   million   for   Texas
distribution,   approximately  $260  million  for  Texas  transmission,
approximately  $300  million for Louisiana transmission,  approximately
$20  million for Texas retail, and approximately $2.0 billion  for  the
remainder  of  Entergy Gulf States-Louisiana.  The  actual  allocations
could  materially  differ from these figures because  of  a  number  of
factors,  including changes to the plan and the allocation methodology.
In addition, the actual allocations will be based on allocation factors
and account balances as of a different date.

     The  business  separation plan provides that Entergy Gulf  States-
Louisiana  will  retain  liability for all of its  long-term  debt  and
liabilities  and  that the property transferred to the Texas  companies
will be released from the lien of Entergy Gulf States' mortgage on  the
basis  of  property  additions.  Pursuant to separate  agreements,  the
Texas  distribution  company and the intermediate transmission  company
will  each assume a portion of Entergy Gulf States' long-term debt  and
liabilities,  which  assumptions will not act to release  Entergy  Gulf
States-Louisiana's liability.  The Texas distribution company  and  the
intermediate transmission company will undertake to pay the outstanding
assumed  long-term  debt and liabilities within 1  year  and  3  years,
respectively,  of  the assumption.  Entergy must provide  a  contingent
indemnity  with  respect  to  the intermediate  transmission  company's
assumed  portion of Entergy Gulf States' long-term debt and liabilities
in  the  event that the obligations under the debt assumption agreement
have  not  been  extinguished within one year of the  assumption.   The
Texas  generation company will be required to pay an allocated  portion
of  the  outstanding principal amount of Entergy Gulf States' long-term
debt  and  liabilities  each  time that  Texas  generating  assets  are
transferred to it, and the transfers must be completed within  3  years
of the commencement of retail open access.

     After  the  transfer  of the Texas distribution  and  transmission
assets  contemplated  by  the  current business  separation  plan,  the
distribution  and  transmission  businesses  conducted  by  the   Texas
distribution   company  and  the  intermediate  transmission   company,
respectively, will continue to be regulated as to rates by the PUCT and
the  FERC,  respectively.  Accordingly, management  believes  that  the
Texas  distribution  company and the intermediate transmission  company
will  be  able  to  fund  the payment of the assumed  debt  within  the
required  period  from a combination of cash flow from  operations  and
third party financing.

     Entergy  Gulf States filed the business separation plan  with  the
PUCT  in  January 2000 and amended that plan in June and November  2000
and January 2001.  In July 2000, the PUCT approved the amended business
separation  plan  in  an  interim order.  In  January  2001,  the  PUCT
consolidated remaining action on the business separation plan into  the
unbundled  cost  of  service proceeding discussed below.   In  December
2001,  the PUCT abated the proceeding and indicated it will consider  a
final order in a timely manner consistent with the settlement agreement
delaying  retail  open  access.  The outcome of  the  LPSC  proceedings
described  below, which have resulted in amendments to the plan  beyond
what  was  approved  by the PUCT, have been and  will  continue  to  be
reported to the PUCT and the Office of Public Utility Counsel  and  may
require  additional PUCT action before the business separation plan  is
final.

     The  LPSC  opened  a docket to identify the changes  in  corporate
structure  and  operations of Entergy Gulf States, and their  potential
impact on Louisiana retail ratepayers, resulting from restructuring  in
Texas and Arkansas.  In those proceedings, Entergy Gulf States and  the
LPSC  staff  reached a settlement on certain Texas business  separation
plan  issues  described above, and after a May 2001 hearing,  the  LPSC
issued an interim order in July 2001 approving the settlement.  In July
2001,  Entergy  Gulf States and the LPSC staff completed an  additional
settlement  on  business  separation  plan  issues  relating   to   the
separation  of Texas distribution and transmission.  A hearing  on  the
distribution  and transmission settlement has been held  and  the  LPSC
approved  the  settlement in September 2001.  With  respect  to  issues
related  to  the  separation of generation, the LPSC  had  scheduled  a
hearing  in November 2001 to address settled issues.  In light  of  the
delay  in  the  commencement  of retail  open  access,  the  procedural
schedule  in the LPSC docket has been temporarily suspended  to  assess
the  impact  of the PUCT approval of the settlement agreement  delaying
retail open access.

Generation-related Issues

     Regarding  the  generation-related  issues  referred  to  in   the
preceding  paragraph, Entergy Gulf States has not yet reached agreement
with the LPSC staff on certain matters related to the separation of the
Texas  generating assets.  Entergy Gulf States has proposed that  Texas
generating assets be a jurisdictional portion (approximately 45 -  50%)
of  each  generating  plant  and  that  Entergy  Gulf  States-Louisiana
continue  to  operate  the  plants.    Entergy  Gulf  States  has  also
suggested that certain generating assets be allocated by specific plant
such  that  the  Texas generating assets have approximately  the  Texas
jurisdictional portion of the capacity and value of all of Entergy Gulf
States' generating assets.

     Until  the  Texas generating assets are transferred to  the  Texas
generation  company, which, as currently proposed,  will  occur  within
three  years  from  the commencement of retail open  access  in  Texas,
Entergy  Gulf  States-Louisiana expects  to  sell  most  of  the  Texas
jurisdictional  capacity  and energy from these  assets  to  the  Texas
generation  company  under  a power sale agreement.    The  power  sale
agreement  is expected to require the Texas generation company  to  pay
all  costs,  including a reasonable return on equity, for the  capacity
and  energy  of  the  Texas generating assets.   The  Texas  generation
company  is  expected  to  sell most of this  capacity  and  energy  to
Entergy's  affiliated Texas retail electric providers at  a  negotiated
rate  and sell any remainder to the market.  Entergy's affiliated Texas
retail  electric providers will use the capacity and energy to  provide
retail  electric  service  to  retail  customers  in  Texas,  including
Entergy's   price-to-beat  obligation,  which  requires  it   to   sell
electricity  to  residential  and small  commercial  customers  in  the
service territory of the Texas distribution company at a rate equal  to
the existing base rates plus a fuel component.

     Up  to 20% of capacity and energy from the Texas generating assets
must  be  sold  to  third  parties under PUCT rules,  or  to  Entergy's
domestic  utility  companies that elect to purchase  it,  as  described
below:

     o Under the Texas restructuring legislation and a stipulation,
       Entergy  Gulf States offered to sell at auction entitlements  to
       approximately 15% (approximately 425MW) of its Texas-jurisdictional
       installed generation capacity.  Auctions occurred in September 2001,
       but because of the delay in retail open access, Entergy has unwound the
       auction transactions, and no liability exists for them.  Additional
       capacity auctions are suspended until at least 60 days prior to the
       introduction of retail open access.  The obligation to auction capacity
       entitlements continues for up to 60 months after retail open access
       occurs, or until 40% of current customers have chosen an alternative
       supplier, whichever comes first.
     o Under  the  settlement of proceedings affecting  the  System
       Agreement, which are described below in "Rate Matters, Regulation, and
       Litigation - Rate Matters - Wholesale Rate Matters - System Agreement,"
       Entergy's domestic utility companies have the option to purchase up to
       5% of the megawatt capacity of the Texas generating assets.  Each
       company has until March 15, 2002 to elect to purchase its pro rata
       share of the 5% of capacity.  If the capacity purchase is elected, it
       will be for the period from the inception of retail open access in
       Texas for Entergy Gulf States through June 2008.

     Beginning on the date retail open access begins, the market  power
measures  in  the  Texas  restructuring law  will  prohibit  the  Texas
generation company and its affiliates from owning and controlling  more
than 20% of the installed generation capacity located in, or capable of
delivering  electricity to, a power region.  The implications  of  this
limit  are uncertain.  It is possible that the Texas generation company
(or  its  affiliates) could be required to auction additional  capacity
entitlements, divest some of the Texas generating assets, or seek other
means  of  mitigation if it is found to have ownership and  control  in
excess of this limit.

Other PUCT Proceedings

     In  March  2001, Entergy Gulf States filed with the  PUCT  a  non-
unanimous  settlement agreement in the unbundled cost  proceeding  that
establishes the Texas distribution company's revenue requirement.   The
settlement  agreement is between Entergy Gulf States, the  PUCT  staff,
and  other parties.  Pursuant to a generic order by the PUCT, the Texas
distribution  company's allowed return on equity will be  11.25%.   The
capital structure prescribed by the PUCT is 60% debt and 40% equity.  A
rider  to  recover nuclear decommissioning costs will  be  implemented.
Also  in the settlement agreement, the parties agreed that Entergy Gulf
States' Texas-jurisdictional stranded costs and benefits are $0, and no
charge  to recover stranded costs or credit to refund excess mitigation
will  be  implemented. Entergy Gulf States agreed in the settlement  to
refund  any  excess  earnings resulting from  the  restructuring  law's
annual  report  process for 2000 and 2001, which  management  does  not
expect  to have a material financial effect.  After a hearing in  April
2001,  the PUCT voted to approve a rate order consistent with the terms
of the settlement.  A written interim order was signed in May 2001.  In
December 2001, the PUCT abated the proceeding and indicated its  intent
to  defer a final ruling on this proceeding until a date closer to  the
commencement of retail open access.

     In  June  2001, Entergy filed an application with the PUCT seeking
certification of the Southwest Power Pool (SPP) as a power region under
the  Texas restructuring law.  The proceeding has been abated, however,
due  to  FERC's order on the establishment of RTOs, discussed in  "Rate
Matters,  Regulation, and Litigation - Rate Matters  -  Wholesale  Rate
Matters   -   Open   Access  Transmission  and  Entergy's   Independent
Transmission Company Proposal,".  In addition, the settlement that  has
delayed  the  commencement of retail open access requires a  new  power
region  certification proceeding.  If Entergy Gulf States' power region
in  Texas  is  not certified by the PUCT before retail open  access  is
introduced,  Entergy's affiliated Texas retail electric provider  could
be   required  to  maintain  rates  at  the  price-to-beat  levels  for
residential  and  small commercial customers in  Entergy  Gulf  States'
service  territory beyond January 1, 2007.  Entergy's affiliated  Texas
retail  electric  provider could also be required  to  offer  rates  to
industrial  and  large  commercial customers in  Entergy  Gulf  States'
service  territory that are no higher than the rates that, on a bundled
basis,  were  in  effect  on January 1, 1999, subject  to  fuel  factor
adjustments.  Entergy's affiliated Texas retail electric provider might
also  face  requests  for restrictions on its ability  to  compete  for
retail  customers in parts of its power region in Texas outside of  its
current service area.

     In  July  2001,  Entergy  Gulf States  filed  an  application  for
approval  of  the  fuel  factor portion of Entergy's  affiliated  Texas
retail  electric  provider's price-to-beat rates, and  the  gas  prices
included  in that filing were updated in October 2001.  After  the  gas
price update, Entergy Gulf States recommended that the PUCT approve  an
average fuel factor of approximately $29/MWH adjusted, if necessary, to
maintain  an  adequate  competitive margin.  The request  proceeded  to
hearing  in  early  October 2001, and an ALJ made a  recommendation  in
November  2001  that would result in a lower fuel factor  than  Entergy
Gulf States requested.  The PUCT has requested additional data and  has
remanded this matter to the State Office of Administrative Hearings for
additional  findings.  In June 2001, Entergy Gulf States filed  tariffs
for the non-fuel component of the price-to-beat rates.  The tariffs are
based  on Entergy Gulf States' current base rates.  In September  2001,
Entergy  Gulf States entered into a unanimous settlement regarding  the
non-fuel component of price-to-beat rates.  In February 2002, the  PUCT
voted to approve the settlement.

     The   PUCT  has  designated  an  Entergy-affiliated  Texas  retail
electric  provider to serve as the provider of last resort  (POLR)  for
residential   and  small  non-residential  customers  in  the   service
territory  of  Southwestern Electric Power Company  (SWEPCO),  and  for
large  non-residential customers in Entergy Gulf States' Texas  service
territory.   Retail  open access has been delayed in  SWEPCO's  service
territory and it is likely Entergy's contract to provide POLR  services
will   expire   before  retail  open  access  begins  there.    Another
designation  of  a POLR in that territory will be necessary  if  retail
open access is implemented there.  The Office of Public Utility Counsel
(OPC) has filed a lawsuit in state court seeking a declaratory judgment
that the PUCT did not use proper procedures to designate POLRs and that
the  POLR  contracts are void.  Neither the timing nor the  outcome  of
this  proceeding can be predicted at this time.  The PUCT  initiated  a
proceeding to designate SWEPCO's affiliated retail electric provider as
the  POLR  for  the residential and small non-residential customers  in
Entergy Gulf States' Texas service territory.  Because of the delay  in
retail  open  access in SWEPCO's service area until at least  September
15,  2002,  the  PUCT  decided  to dismiss  only  the  portion  of  the
proceeding  that  addressed designation of SWEPCO's  affiliated  retail
electric  provider  to  serve  as POLR in Entergy  Gulf  States'  Texas
service  area; the PUCT continued other portions of the proceeding.   A
retail  electric provider will have to be designated to  serve  as  the
POLR  when retail open access does begin in Entergy Gulf States'  Texas
service  territory.  At that time, it is also possible that an Entergy-
affiliated Texas retail electric provider will be designated  to  serve
as  the POLR for residential and small non-residential customers at the
price-to-beat rate in Entergy Gulf States' service territory.   Neither
the  timing  nor the outcome of these proceedings can be  predicted  at
this time.


	       CAPITAL REQUIREMENTS AND FUTURE FINANCING

     Management  discusses  Entergy's construction  and  other  capital
investment  plans,  financing requirements, Entergy Corporation  credit
support   requirements,  and  its  sources  and  uses  of  capital   in
"MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - LIQUIDITY AND CAPITAL
RESOURCES" and Notes 4, 5, 6, 7, 9, and 10 to the financial statements.

Certain Grand Gulf-related Financial and Support Agreements

Unit  Power  Sales  Agreement   (Entergy Arkansas,  Entergy  Louisiana,
Entergy Mississippi, Entergy New Orleans, and System Energy)

     The Unit Power Sales Agreement allocates capacity, energy, and the
related   costs  from  System  Energy's  90%  ownership  and  leasehold
interests  in Grand Gulf 1 to Entergy Arkansas (36%), Entergy Louisiana
(14%), Entergy Mississippi (33%), and Entergy New Orleans (17%).   Each
of  these companies is obligated to make payments to System Energy  for
its  entitlement of capacity and energy on a full cost-of-service basis
regardless of the quantity of energy delivered, so long as Grand Gulf 1
remains  in commercial operation.  Payments under the Unit Power  Sales
Agreement  are System Energy's only source of operating revenues.   The
financial  condition  of  System  Energy  depends  upon  the  continued
commercial operation of Grand Gulf 1 and the receipt of such  payments.
Entergy  Arkansas, Entergy Louisiana, Entergy Mississippi, and  Entergy
New  Orleans generally recover payments made under the Unit Power Sales
Agreement through the rates charged to their customers.  In the case of
Entergy  Arkansas  and Entergy Louisiana, payments are  also  recovered
through  sales of electricity from their respective retained shares  of
Grand  Gulf  1.   The retained shares are discussed in Note  2  to  the
financial  statements  under the heading "Grand Gulf  1  Deferrals  and
Retained Shares."

Availability  Agreement (Entergy Arkansas, Entergy  Louisiana,  Entergy
Mississippi, Entergy New Orleans, and System Energy)

      The  Availability  Agreement  among  System  Energy  and  Entergy
Arkansas,  Entergy  Louisiana,  Entergy Mississippi,  and  Entergy  New
Orleans  was  entered into in 1974 in connection with the financing  by
System Energy of Grand Gulf.  The Availability Agreement provided  that
System Energy would join in the System Agreement on or before the  date
on which Grand Gulf 1 was placed in commercial operation and would make
available  to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi,
and  Entergy New Orleans all capacity and energy available from  System
Energy's share of Grand Gulf.

      Entergy  Arkansas,  Entergy Louisiana, Entergy  Mississippi,  and
Entergy  New Orleans also agreed severally to pay System Energy monthly
for the right to receive capacity and energy from Grand Gulf in amounts
that  (when  added to any amounts received by System Energy  under  the
Unit  Power Sales Agreement, or otherwise) would at least equal  System
Energy's   total   operating  expenses  for   Grand   Gulf   (including
depreciation   at  a  specified  rate)  and  interest   charges.    The
September 1989 write-off of System Energy's investment in Grand Gulf 2,
amounting  to  approximately  $900  million,  is  being  amortized  for
Availability Agreement purposes over 27 years.

      The  allocation percentages under the Availability Agreement  are
fixed  as follows: Entergy Arkansas - 17.1%; Entergy Louisiana - 26.9%;
Entergy  Mississippi  - 31.3%; and Entergy New Orleans  -  24.7%.   The
allocation percentages under the Availability Agreement would remain in
effect and would govern payments made under such agreement in the event
of  a shortfall of funds available to System Energy from other sources,
including payments under the Unit Power Sales Agreement.

      System  Energy has assigned its rights to payments  and  advances
from  Entergy  Arkansas,  Entergy Louisiana, Entergy  Mississippi,  and
Entergy  New  Orleans under the Availability Agreement as security  for
its first mortgage bonds and reimbursement obligations to certain banks
providing  the letters of credit in connection with the equity  funding
of  the  sale and leaseback transactions described in Note  10  to  the
financial  statements  under "Sale and Leaseback Transactions  -  Grand
Gulf  1  Lease  Obligations."  In these assignments, Entergy  Arkansas,
Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans further
agreed  that, in the event they were prohibited by governmental  action
from making payments under the Availability Agreement (for example,  if
FERC  reduced  or  disallowed such payments as  constituting  excessive
rates), they would then make subordinated advances to System Energy  in
the  same  amounts  and  at the same times as the prohibited  payments.
System Energy would not be allowed to repay these subordinated advances
so  long as it remained in default under the related indebtedness or in
other similar circumstances.

      Each  of  the  assignment agreements relating to the Availability
Agreement  provides  that Entergy Arkansas, Entergy Louisiana,  Entergy
Mississippi,  and  Entergy New Orleans will make payments  directly  to
System  Energy.   However,  if  there is an  event  of  default,  those
payments must be made directly to the holders of indebtedness that  are
the beneficiaries of such assignment agreements.  The payments must  be
made  pro  rata  according to the amount of the respective  obligations
secured.

      The  obligations of Entergy Arkansas, Entergy Louisiana,  Entergy
Mississippi,  and  Entergy  New Orleans  to  make  payments  under  the
Availability  Agreement  are  subject  to  the  receipt  and  continued
effectiveness of all necessary regulatory approvals.  Sales of capacity
and  energy  under  the Availability Agreement would require  that  the
Availability  Agreement be submitted to FERC for approval with  respect
to  the  terms  of such sale.  No such filing with FERC has  been  made
because  sales  of capacity and energy from Grand Gulf are  being  made
pursuant to the Unit Power Sales Agreement.  If, for any reason,  sales
of  capacity  and  energy  are  made in  the  future  pursuant  to  the
Availability Agreement, the jurisdictional portions of the Availability
Agreement  would be submitted to FERC for approval.  Other  aspects  of
the  Availability Agreement are subject to the jurisdiction of the SEC,
whose approval has been obtained, under PUHCA.

      Since commercial operation of Grand Gulf 1 began, payments  under
the  Unit  Power  Sales Agreement to System Energy  have  exceeded  the
amounts  payable  under  the  Availability  Agreement.   Therefore,  no
payments  under the Availability Agreement have ever been required.  If
Entergy  Arkansas or Entergy Mississippi fails to make its  Unit  Power
Sales  Agreement payments, and System Energy is unable to obtain  funds
from  other  sources, Entergy Louisiana and Entergy New  Orleans  could
become  subject to claims or demands by System Energy or its  creditors
for  payments  or  advances under the Availability  Agreement  (or  the
assignments  thereof)  equal to the difference between  their  required
Unit  Power  Sales  Agreement payments and their required  Availability
Agreement payments.

     The Availability Agreement may be terminated, amended, or modified
by  mutual agreement of the parties thereto, without further consent of
any assignees or other creditors.

Capital Funds Agreement (Entergy Corporation and System Energy)

      System  Energy  and  Entergy Corporation have  entered  into  the
Capital  Funds  Agreement, whereby Entergy Corporation  has  agreed  to
supply  System  Energy with sufficient capital to (i)  maintain  System
Energy's equity capital at an amount equal to a minimum of 35%  of  its
total  capitalization (excluding short-term debt) and (ii)  permit  the
continued  commercial operation of Grand Gulf 1 and  pay  in  full  all
indebtedness for borrowed money of System Energy when due.

      Entergy Corporation has entered into various supplements  to  the
Capital  Funds Agreement.  System Energy has assigned its rights  under
such  supplements  as  security for its first mortgage  bonds  and  for
reimbursement obligations to certain banks providing letters of  credit
in  connection  with  the  equity funding of  the  sale  and  leaseback
transactions  described  in Note 10 to the financial  statements  under
"Sale  and  Leaseback  Transactions - Grand Gulf 1 Lease  Obligations."
Each  such supplement provides that permitted indebtedness for borrowed
money  incurred  by System Energy in connection with the  financing  of
Grand  Gulf may be secured by System Energy's rights under the  Capital
Funds  Agreement on a pro rata basis (except for the Specific Payments,
as  defined  below).  In addition, in the supplements  to  the  Capital
Funds  Agreement relating to the specific indebtedness  being  secured,
Entergy  Corporation  has  agreed to make  cash  capital  contributions
directly  to System Energy sufficient to enable System Energy  to  make
payments  when due on such indebtedness (Specific Payments).   However,
if  there  is an event of default, Entergy Corporation must make  those
payments  directly to the holders of indebtedness benefiting  from  the
supplemental  agreements.   The  payments  (other  than  the   Specific
Payments)  must  be  made  pro rata according  to  the  amount  of  the
respective obligations benefiting from the supplemental agreements.

      The  Capital  Funds  Agreement may  be  terminated,  amended,  or
modified by mutual agreement of the parties thereto, upon obtaining the
consent,  if required, of those holders of System Energy's indebtedness
then outstanding who have received the assignments of the Capital Funds
Agreement.


	       RATE MATTERS, REGULATION, AND LITIGATION

Rate Matters

      The  retail  rates  of Entergy's domestic utility  companies  are
regulated by state or local regulatory authorities, as described below.
FERC regulates wholesale rates (including intrasystem sales pursuant to
the  System  Agreement) and interstate transmission of electricity,  as
well  as  rates for System Energy's sales of capacity and  energy  from
Grand   Gulf   1  to  Entergy  Arkansas,  Entergy  Louisiana,   Entergy
Mississippi, and Entergy New Orleans pursuant to the Unit  Power  Sales
Agreement.

Wholesale Rate Matters

System Energy

       As  described  above  under  "CAPITAL  REQUIREMENTS  AND  FUTURE
FINANCING   -   Certain  Grand  Gulf-related  Financial   and   Support
Agreements,"  System Energy recovers costs related to its  interest  in
Grand  Gulf  1  through  rates  charged to  Entergy  Arkansas,  Entergy
Louisiana,  Entergy Mississippi, and Entergy New Orleans  for  capacity
and energy under the Unit Power Sales Agreement.

      In  December 1995, System Energy implemented a $65.5 million rate
increase,  subject  to  refund.   In  July  2001,  the  rate   increase
proceeding  became  final,  with FERC approving  a  prospective  10.94%
return  on  equity,  which is less than System Energy  sought.   FERC's
decision also affected other aspects of System Energy's charges to  the
domestic utility companies that it supplies with power.  In 1998,  FERC
approved  requests  by  Entergy Arkansas  and  Entergy  Mississippi  to
accelerate  a  portion of their Grand Gulf purchased power obligations.
Entergy   Arkansas'   acceleration  of  Grand  Gulf   purchased   power
obligations ceased effective July 2001, as approved by FERC.  The  rate
increase  request filed by System Energy with FERC and the  Grand  Gulf
accelerated  recovery tariffs are discussed in Note 2 to the  financial
statements.

System  Agreement (Entergy Corporation, Entergy Arkansas, Entergy  Gulf
States,  Entergy Louisiana, Entergy Mississippi, Entergy  New  Orleans,
and System Energy)

      The  domestic utility companies have historically engaged in  the
coordinated  planning, construction, and operation  of  generation  and
transmission facilities pursuant to the terms of the System  Agreement,
as   described   under   "PROPERTY  -  Generating   Stations,"   below.
Restructuring  in  the  electric utility  industry  will  affect  these
coordinated activities in the future.

     The  LPSC and the Council commenced a proceeding at FERC in  April
2000 that requests revisions to the System Agreement that the LPSC  and
the   Council   allege  are  necessary  to  accommodate  the   proposed
introduction  of  retail competition in Texas and  Arkansas.   In  June
2000,  the domestic utility companies filed proposed amendments to  the
System Agreement with FERC to facilitate the proposed implementation of
retail  competition in Arkansas and Texas and to provide for  continued
equalization of costs among the domestic utility companies in Louisiana
and  Mississippi.   These  proceedings have been  consolidated  with  a
previous  complaint  filed with FERC by the  LPSC  in  1995.   In  that
complaint, the LPSC requested, among other things, modification of  the
System  Agreement to exclude curtailable load from the cost  allocation
determination.  In June 2001, in connection with these proceedings, the
parties  filed  an  offer  of  settlement  with  FERC.   The  offer  of
settlement  provides  for  the  following  amendments  to  the   System
Agreement:

     o the Texas retail jurisdictional division of Entergy Gulf States
       will terminate its participation in the System Agreement, except for
       the aspects related to transmission equalization, when Texas implements
       retail open access for Entergy Gulf States;
     o five percent of Entergy Gulf States' megawatt capacity allocated
       to the Texas retail load by the LPSC will be made available to the
       domestic utility companies remaining under the System Agreement.  Each
       company has until March 15, 2002 to elect to purchase its pro rata
       share of this capacity.  Entergy Arkansas' pro rata share is 27.3%,
       Entergy Gulf States - Louisiana's pro rata share is 20.2%, Entergy
       Louisiana's pro rata share is 30.2%, Entergy Mississippi's pro rata
       share is 15.9%, and Entergy New Orleans' pro rata share is 6.4%.  If a
       company elects to purchase capacity it will be for the period from the
       inception of retail open access in Texas for Entergy Gulf States
       through June 30, 2008.  If a company elects not to purchase, the other
       companies are not entitled to purchase that company's share of the
       capacity; and
     o the service schedule developed to track changes in energy costs
       resulting from the Entergy-Gulf States Utilities merger is modified to
       include  one  final true-up of fuel costs when the Texas  retail
       jurisdictional division of Entergy Gulf States ceases participation in
       the System Agreement, after which the service schedule will no longer
       be applicable for any purpose.

     As  anticipated  by  the offer of settlement,  the  LPSC  and  the
Council  commenced  a new proceeding at FERC in  June  2001.   In  this
proceeding,  the LPSC and the Council allege that the rough  production
cost  equalization required by FERC under the System Agreement and  the
Unit Power Sales Agreement has been disrupted by changed circumstances.
The  LPSC  and  the Council have requested that FERC amend  the  System
Agreement  or  the Unit Power Sales Agreement or both to  achieve  full
production  cost  equalization  or to  restore  rough  production  cost
equalization.   Their  complaint does not seek a change  in  the  total
amount  of  the costs allocated by either the System Agreement  or  the
Unit  Power  Sales  Agreement.  In addition the LPSC  and  the  Council
allege that provisions of the System Agreement relating to minimum  run
and must run units, the methodology of billing versus dispatch, and the
use  of a rolling twelve month average of system peaks, increase  costs
paid  by  ratepayers in the LPSC and Council's jurisdictions.   Several
parties have filed interventions in the proceeding, including the  APSC
and the MPSC.  Entergy filed its response to the complaint in July 2001
denying the allegations of the LPSC and the Council.  The APSC and  the
MPSC  also filed responses opposing the relief sought by the  LPSC  and
the Council.

     In  their  complaint,  the LPSC and the Council  allege  that  the
domestic  utility companies' annual production costs  over  the  period
2002  to  2007  will be over or (under) the average  for  the  domestic
utility companies by the following amounts:

Entergy Arkansas                      ($130) to ($278) million
Entergy Gulf States - Louisiana             $11 to $87 million
Entergy Louisiana                         $139 to $132 million
Entergy Mississippi                       ($27) to $13 million
Entergy New Orleans                          $7 to $46 million

     This  range of results is a function of assumptions regarding such
things  as  future  natural  gas prices, the  future  market  price  of
electricity,  and other factors.  In February 2002, the  FERC  set  the
matter for hearing and established a refund effective period consisting
of  the 15 months following September 13, 2001.  Although FERC set  the
matter  for  hearing,  it held the hearing in  abeyance  to  allow  the
parties to negotiate.  A settlement judge was appointed, and the  judge
is ordered to issue a status report within 60 days.  If FERC grants the
relief requested by the LPSC and the Council, the relief may result  in
a  material  increase in production costs allocated to companies  whose
costs  currently  are  projected to be less  than  the  average  and  a
material  decrease  in production costs allocated  to  companies  whose
costs  currently  are  projected  to exceed  the  average.   Management
believes  that  any  changes  in  the allocation  of  production  costs
resulting  from a FERC decision should result in similar  rate  changes
for retail customers.  Therefore, management does not believe that this
proceeding  will have a material effect on the financial  condition  of
any  of the domestic utility companies, although neither the timing nor
the outcome of the proceedings at FERC can be predicted at this time.

     The  LPSC  has  instituted a companion ex parte  System  Agreement
investigation to litigate several of the System Agreement  issues  that
the  LPSC  is  litigating before the FERC in the  previously  discussed
System  Agreement proceeding.  This companion proceeding  will  require
the  LPSC  to  interpret  various provisions of the  System  Agreement,
including  those  relating  to minimum run  and  must  run  units,  the
propriety  of the methods used for billing and dispatch on the  Entergy
System, and the use of a rolling, twelve-month average of system  peaks
for   allocating  certain  costs.   In  addition,  by  this   companion
proceeding  the  LPSC  is  questioning whether  Entergy  Louisiana  and
Entergy Gulf States were prudent for not seeking changes to the  System
Agreement  previously,  so  as  to  lower  costs  imposed  upon   their
ratepayers  and  to  increase costs imposed upon  ratepayers  of  other
domestic  utility  companies.   The  domestic  utility  companies  have
challenged  the  propriety  of  the LPSC  litigating  System  Agreement
issues.  Nevertheless, on January 16, 2002 the LPSC affirmed a decision
of  its  ALJ  upholding  the  LPSC staff's  right  to  litigate  System
Agreement  issues  at  the LPSC, rather than before  the  FERC.   These
System  Agreement issues are to be litigated before the LPSC commencing
in August 2002.

Open Access Transmission and Entergy's Independent Transmission Company
Proposal  (Entergy Corporation, Entergy Arkansas, Entergy Gulf  States,
Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

      FERC  issued Order 2000 in December 1999, which calls for  owners
and  operators of transmission lines in the United States to join  RTOs
on a voluntary basis.  Order 2000 initially required that RTOs commence
independent operations no later than December 15, 2001.

      In  compliance with Order 2000, Entergy made a filing  with  FERC
that  requested authorization to establish an independent  transmission
company  ("ITC") that would operate within and under the  oversight  of
the   proposed  Southwest  Power  Pool  RTO.   Entergy  also  requested
authorization to transfer the domestic utility companies'  transmission
assets to the ITC.  The amounts of the domestic utility companies'  net
transmission   utility  plant  assets  recorded  in   their   financial
statements are provided in Note 1 to the financial statements under the
heading "Property, Plant, and Equipment."

     The  proposed  ITC  would  be a limited  liability  company.   The
managing member of the ITC would be a separate corporation with a board
of directors independent of Entergy.  The proposed ITC would:

     o be regulated by FERC;
     o own and operate (under the oversight of the RTO) the transmission
       system transferred to it by the domestic utility companies and other
       transmission owners in Entergy's current service territory region;
     o be operated and maintained by employees who would work for the ITC
       and  who would not have any financial interest in Entergy or the
       domestic utility companies; and
     o be passively owned by the domestic utility companies and other
       member companies who transfer assets to the ITC.

     In March 2001, Entergy, Entergy Services, and the domestic utility
companies requested SEC approval under PUHCA of certain elements of the
ITC  plan.  The domestic utility companies have also made filings  with
their local regulators seeking authorization to implement the ITC plan.

     In  July 2001, the FERC issued an order rejecting the Entergy  and
SPP proposed RTO on the grounds that it was not large enough to satisfy
Order  2000's scope and configuration requirements.  At the same  time,
the FERC indicated that it envisioned the establishment of four RTOs in
the  United States, one each for the Northeast, Southeast, Midwest, and
West.   FERC  further  required  utilities  within  the  Northeast  and
Southeast,  including Entergy, to participate in mediation  proceedings
for  the  purpose of facilitating the establishment of  these  regional
RTOs.   While no consensus was reached during the mediation,  following
the  mediation Entergy continued discussions with the Southern  Company
and  certain municipal and cooperative systems within the Southeast  to
attempt to develop an RTO proposal.  On November 20, 2001, Entergy, the
Southern  Company,  and  a  number of public  power  entities  filed  a
proposal  with the FERC to establish an RTO for the Southeast  referred
to  as  SeTrans.  The filing outlined the governance and scope elements
of  the  proposed RTO.  The SeTrans sponsors have initiated the process
to  identify an entity to operate as the RTO and intend to make a  more
detailed filing with FERC by May 15, 2002.  ITC proceedings with  state
and  local  regulators  have been suspended for  the  domestic  utility
companies pending further development of the RTO proposal.

     In  November  2001,  FERC issued an order that established  a  new
generation  market power screen for purposes of evaluating a  utility's
request for market-based rate authority, applied that new screen to the
Entergy  System (among others), determined that Entergy and the  others
failed  the  screen within their respective control areas, and  ordered
these utilities to implement certain mitigation measures as a condition
to  their  continued  ability to buy and sell  at  market-based  rates.
Among  other things, the mitigation measures would require that Entergy
transact at cost-based rates when it is buying or selling in the hourly
wholesale  market within its control area.  Entergy requested rehearing
of  the  order,  and  FERC  has delayed the implementation  of  certain
mitigation  measures until such time as it has had the  opportunity  to
consider  the  rehearing request.  FERC announced  it  will  convene  a
technical conference prior to issuing a rehearing order.

     In  September  2001,  the  LPSC ordered Entergy  Gulf  States  and
Entergy Louisiana to show cause as to why these companies should not be
enjoined from transferring their transmission assets to an ITC  or  any
similar organization, asserting that FERC does not have jurisdiction to
mandate  an  ITC  or  RTO.  In October 2001, Entergy  Gulf  States  and
Entergy Louisiana filed a response to the LPSC's show cause directives.
The  ultimate  outcome of this proceeding cannot be predicted  at  this
time.

Retail Rate Regulation

General  (Entergy  Arkansas,  Entergy Gulf States,  Entergy  Louisiana,
Entergy Mississippi, and Entergy New Orleans)

     Certain costs related to Grand Gulf 1, Waterford 3, and River Bend
were  phased into retail rates over a period of years in order to avoid
the  "rate shock" associated with increasing rates to reflect all  such
costs   at   once.    Entergy  Arkansas,  Entergy  Louisiana,   Entergy
Mississippi,  Entergy  New Orleans, and the  portion  of  Entergy  Gulf
States  regulated by the LPSC have fully recovered such deferred  costs
associated with one or more of the plants.  Entergy New Orleans' phase-
in plan was completed in September 2001.

     The retail regulatory philosophy has shifted in some jurisdictions
from  traditional,  cost-of-service regulation to include  performance-
based rate elements.  Performance-based formula rate plans are designed
to  encourage efficiencies and productivity while permitting  utilities
and  their customers to share in the benefits.  Entergy Mississippi and
Entergy  Louisiana  have  implemented  performance-based  formula  rate
plans,  but  Entergy Louisiana's performance-based  formula  rate  plan
expired in 2001.

Entergy Arkansas

Retail Rate Proceedings

      Entergy  Arkansas'  material retail rate  proceedings  that  were
resolved during the past year, are currently pending, or affect current
year results are discussed in Note 2 to the financial statements.

Recovery of Grand Gulf 1 Costs

      Under the settlement agreement entered into with the APSC in 1985
and amended in 1988, Entergy Arkansas retains 22% of its share of Grand
Gulf 1 costs and recovers the remaining 78% of its share through rates.
Under  the Unit Power Sales Agreement, Entergy Arkansas' share of Grand
Gulf 1 costs is 36%.  In the event Entergy Arkansas is not able to sell
its  retained  share to third parties, it may sell such energy  to  its
retail  customers  at  a  price equal to its  avoided  cost,  which  is
currently less than Entergy Arkansas' cost from the retained share.

Fuel Recovery

      Entergy  Arkansas' rate schedules include an energy cost recovery
rider to recover fuel and purchased energy costs in monthly bills.  The
rider  utilizes prior year energy costs and projected energy sales  for
the  twelve month period commencing on April 1 of each year to  develop
an energy cost rate, which is redetermined annually and includes a true-
up adjustment reflecting the over-recovery or under-recovery, including
carrying charges, of the energy cost for the prior calendar year.

Rate Freeze

      In  December  1997,  the  APSC approved  a  settlement  agreement
resolving  Entergy  Arkansas'  transition  to  competition  case.   One
provision  in that settlement was that base rates would remain  at  the
level  resulting from that case until at least July 1, 2001.  The  base
rates will remain the same until the next general rate proceeding.  The
terms  of  the  settlement agreement are discussed in  Note  2  to  the
financial statements.

Entergy Gulf States

Retail Rate Proceedings

      Entergy  Gulf States' material retail rate proceedings that  were
resolved during the past year, are currently pending, or affect current
year  results are discussed in Note 2 to the financial statements.   In
addition,  the  1999  retail rate settlement  agreement  that  resolved
Entergy Gulf States' 1996 and 1998 rate proceedings, which is currently
under appeal, and various other matters are discussed in Note 2 to  the
financial statements.  Entergy Gulf States' post-merger annual earnings
review  requirement  ceased after the 2001 filing.   Entergy  plans  to
propose a statewide formula rate plan in Louisiana, which would include
Entergy Gulf States.

Texas Jurisdiction - River Bend Costs

      In  March 1998, the PUCT issued an order disallowing recovery  of
$1.4  billion  of company-wide River Bend plant costs which  have  been
held  in  abeyance  since 1988.  Entergy Gulf States has  appealed  the
PUCT's  decision  on this matter to a Texas District Court.   The  1999
settlement agreement mentioned above addresses the treatment of  abeyed
plant  costs, and, as a result, Entergy Gulf States removed the reserve
for  these costs and reduced the carrying value of the plant  asset  in
1999.   Entergy  Gulf States agreed not to prosecute its appeal  before
January  1, 2002 and agreed to cap the recovery of Entergy Gulf States'
River Bend abeyed investment at $115 million net plant in service, less
depreciation.  Entergy Gulf States is now prosecuting its  appeal,  and
argument  on  the appeal is scheduled for March 22, 2002.   The  abeyed
plant  costs  are discussed in more detail in Note 2 to  the  financial
statements.

Fuel Recovery

      Entergy  Gulf States' Texas rate schedules include a  fixed  fuel
factor  to  recover fuel and purchased power costs, including  carrying
charges,  not  recovered in base rates.  The 1999 settlement  agreement
mentioned above established a methodology for semi-annual revisions  of
the  fixed fuel factor in March and September based on the market price
of  natural  gas.   Entergy  Gulf States  will  continue  to  use  this
methodology  until retail open access begins in Texas.  To  the  extent
actual costs vary from the fixed fuel factor, refunds or surcharges are
required  or  permitted.  The amounts collected under  the  fixed  fuel
factor  through  the start of retail open access are  subject  to  fuel
reconciliation  proceedings before the PUCT.  At the  start  of  retail
open  access for Entergy Gulf States in Texas, which will be no  sooner
than September 15, 2002, fuel and purchased power cost recovery will be
subject  to  the fuel component of the price-to-beat rates approved  by
the   PUCT,   as  discussed  in  more  detail  above  under   "Industry
Restructuring and Competition - Texas - Other PUCT Proceedings."

      Entergy Gulf States' Louisiana electric rate schedules include  a
fuel  adjustment  clause  designed to recover  the  cost  of  fuel  and
purchased  power  costs  in  the second  prior  month,  adjusted  by  a
surcharge  or  credit  for deferred fuel expense and  related  carrying
charges  arising from the monthly reconciliation of actual  fuel  costs
incurred with fuel revenues billed to customers.  The LPSC and the PUCT
fuel  cost  reviews  that were resolved during the  past  year  or  are
currently pending are discussed in Note 2 to the financial statements.

      Entergy Gulf States' Louisiana gas rates include a purchased  gas
adjustment based on estimated gas costs for the billing month  adjusted
by  a  surcharge or credit for deferred fuel expense arising  from  the
monthly  reconciliation of actual fuel costs incurred  with  fuel  cost
revenues billed to customers.

Entergy Louisiana

Retail Rate Proceedings

      Entergy  Louisiana's material retail rate proceedings  that  were
resolved during the past year, are currently pending, or affect current
year results are discussed in Note 2 to the financial statements.

Recovery of Grand Gulf 1 Costs

      In  a series of LPSC orders, court decisions, and agreements from
late  1985 to mid-1988, Entergy Louisiana was granted rate relief  with
respect  to costs associated with Entergy Louisiana's share of capacity
and  energy from Grand Gulf 1, subject to certain terms and conditions.
In  November 1988, Entergy Louisiana agreed to retain 18% of its  share
of  Grand  Gulf  1  costs and recover the remaining 82%  of  its  share
through   rates.   Under  the  Unit  Power  Sales  Agreement,   Entergy
Louisiana's share of Grand Gulf 1 costs is 14%.  Non-fuel operation and
maintenance  costs  for  Grand  Gulf 1 are  recovered  through  Entergy
Louisiana's base rates.  Additionally, Entergy Louisiana is allowed  to
recover, through the fuel adjustment clause, 4.6 cents per KWH for  the
energy  related to its retained portion of these costs.  Alternatively,
Entergy  Louisiana  may  sell such energy to nonaffiliated  parties  at
prices above the fuel adjustment clause recovery amount, subject to the
LPSC's approval.

Performance-Based Formula Rate Plan

      Entergy Louisiana has filed a performance-based formula rate plan
by  April  15 of each year that compares the annual rate of  return  on
common equity (ROE) with a benchmark ROE.  The benchmark ROE determined
under  the formula rate plan includes the current approved ROE adjusted
for a customer satisfaction performance measure.  The formula rate plan
allows  for  periodic  adjustments in  retail  rates  if  the  annually
determined actual ROE is outside an allowed range of the benchmark ROE.
The  performance-based formula rate plan ended in 2001 after the filing
for  the 2000 test year.  Entergy Louisiana's performance-based formula
rate  plan filings are discussed in Note 2 to the financial statements.
Several  parties,  including Entergy Louisiana, are  currently  working
with  the LPSC staff to develop a proposal for a statewide formula rate
plan.

Fuel Recovery

      Entergy  Louisiana's  rate schedules include  a  fuel  adjustment
clause  designed to recover the cost of fuel in the second prior month,
adjusted by a surcharge or credit for deferred fuel expense and related
carrying charges arising from the monthly reconciliation of actual fuel
costs incurred with fuel cost revenues billed to customers.

Entergy Mississippi

Retail Rate Proceedings

      Entergy Mississippi's material retail rate proceedings that  were
resolved during the past year, are currently pending, or affect current
year results are discussed in Note 2 to the financial statements.

Performance-Based Formula Rate Plan

      Entergy  Mississippi files a performance-based formula rate  plan
every 12 months that compares the annual earned rate of return to,  and
adjusts  it  against,  a benchmark rate of return.   The  benchmark  is
calculated under a separate formula within the formula rate plan.   The
formula rate plan allows for periodic small adjustments in rates  based
on  a comparison of actual earned returns to benchmark returns and upon
certain performance factors.  The formula rate plan filing for the 2000
test  year  is  discussed in Note 2 to the financial  statements.   The
formula  rate  plan filing for the 2001 test year will be submitted  in
March 2002.

Fuel Recovery

      Entergy  Mississippi's  rate schedules  include  an  energy  cost
recovery rider to recover fuel and purchased energy costs.  In December
2000,  the  MPSC  approved  the recovery of $136.7  million  of  under-
recoveries,  plus  carrying charges, over a 24-month  period  effective
with  the first billing cycle of January 2001.  Effective with  January
2001  billings,  the  rider is utilizing projected energy  costs  filed
quarterly  by Entergy Mississippi to develop an energy cost rate.   The
energy  cost rate is redetermined each calendar quarter and includes  a
true-up  adjustment reflecting the over-recovery or  under-recovery  of
the energy cost as of the second quarter preceding the redetermination.

Entergy New Orleans

Retail Rate Proceedings

      Entergy  New Orleans' material retail rate proceedings that  were
resolved during the past year, are currently pending, or affect current
year results are discussed in Note 2 to the financial statements.

Recovery of Grand Gulf 1 Costs

      Under  Entergy  New  Orleans' various rate settlements  with  the
Council  in 1986, 1988, and 1991, Entergy New Orleans agreed to  absorb
and  not recover from ratepayers a total of $96.2 million of its  Grand
Gulf  1  costs.  Entergy New Orleans was permitted to implement  annual
rate  increases in decreasing amounts each year through  1995,  and  to
defer  certain  costs and related carrying charges for  recovery  on  a
schedule extending from 1991 through 2001.

Fuel Recovery

      Entergy  New  Orleans'  electric rate schedules  include  a  fuel
adjustment  clause designed to recover the cost of fuel in  the  second
prior  month,  adjusted  by  a surcharge or credit  for  deferred  fuel
expense  arising from the monthly reconciliation of actual  fuel  costs
incurred  with fuel cost revenues billed to customers.  The  adjustment
also  includes the difference between non-fuel Grand Gulf 1 costs  paid
by  Entergy  New  Orleans and the estimate of  such  costs,  which  are
included in base rates, as provided in Entergy New Orleans' Grand  Gulf
1 rate settlements.  Entergy New Orleans' gas rate schedules include an
adjustment  to  reflect  estimated gas costs  for  the  billing  month,
adjusted  by  a  surcharge or credit similar to that  included  in  the
electric fuel adjustment clause, in addition to carrying charges.   The
Council  is  currently  studying Entergy New Orleans'  fuel  adjustment
methodologies,  with the intention of considering means  of  mitigating
the  effect  on  ratepayers of sudden increases  in  fuel  costs.   The
resolution commencing the study notes that the Council does not  intend
to  deny  Entergy  New Orleans full recovery of its prudently  incurred
fuel and purchased power costs.

Regulation

Federal Regulation (Entergy Corporation, Entergy Arkansas, Entergy Gulf
States,  Entergy Louisiana, Entergy Mississippi, Entergy  New  Orleans,
and System Energy)

PUHCA

       Entergy   Corporation  and  its  various  direct  and   indirect
subsidiaries are subject to the broad regulatory provisions  of  PUHCA,
with  the  exception  of  its EWG and FUCO subsidiaries.   Except  with
respect  to  investments  in EWGs and FUCOs, the  principal  regulatory
provisions of PUHCA:

     o limit the operations of a registered holding company system to a
       single, integrated public utility system, plus certain ancillary and
       related systems and businesses;
     o regulate certain transactions among affiliates within a holding
       company system;
     o govern the issuance, acquisition, and disposition of securities
       and assets by registered holding companies and their subsidiaries;
     o limit  the entry by registered holding companies  and  their
       subsidiaries into businesses other than electric and/or gas utility
       businesses; and
     o require SEC approval for certain utility mergers and acquisitions.

      Entergy  Corporation and other electric utility holding companies
have  supported  legislation in the United States  Congress  to  repeal
PUHCA  and transfer certain aspects of the oversight of public  utility
holding  companies from the SEC to FERC.  Entergy believes  that  PUHCA
inhibits  its  ability  to  compete in  the  evolving  electric  energy
marketplace  and largely duplicates the oversight activities  otherwise
performed  by FERC and other federal regulators and by state and  local
regulators.   In June 1995, the SEC adopted a report proposing  options
for the repeal or significant modification of PUHCA, which it continues
to  support, but the U.S. Congress has not passed legislation  pursuant
to this report.

Federal Power Act

      The  domestic utility companies, System Energy, and Entergy Power
are  subject to the Federal Power Act as administered by FERC  and  the
DOE.   The Federal Power Act provides for regulatory jurisdiction  over
the  transmission and wholesale sale of electric energy  in  interstate
commerce, licensing of certain hydroelectric projects and certain other
activities,   including  accounting  policies  and   practices.    Such
regulation  includes  jurisdiction over the  rates  charged  by  System
Energy  for  Grand  Gulf  1  capacity and energy  provided  to  Entergy
Arkansas,  Entergy  Louisiana,  Entergy Mississippi,  and  Entergy  New
Orleans.

      Entergy  Arkansas  holds  a FERC license  for  two  hydroelectric
projects  totaling 70 MW of capacity that was renewed on July  2,  1980
and  expires on February 28, 2003.  In December 2000, Entergy  Arkansas
filed  a  license  extension  application  with  FERC  for  these   two
facilities.

Regulation of the Nuclear Power Industry (Entergy Corporation,  Entergy
Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy)

Regulation of Nuclear Power

      Under the Atomic Energy Act of 1954 and the Energy Reorganization
Act  of  1974, the operation of nuclear plants is heavily regulated  by
the  NRC,  which has broad power to impose licensing and safety-related
requirements.   In  the  event  of  non-compliance,  the  NRC  has  the
authority to impose fines or shut down a unit, or both, depending  upon
its  assessment of the severity of the situation, until  compliance  is
achieved.   Entergy  Arkansas, Entergy Gulf States, Entergy  Louisiana,
and  System  Energy, as owners of all or portions of ANO,  River  Bend,
Waterford 3, and Grand Gulf 1, respectively, and Entergy Operations, as
the   licensee  and  operator  of  these  units,  are  subject  to  the
jurisdiction of the NRC.  Additionally, Entergy's domestic  non-utility
nuclear business is subject to the NRC's jurisdiction as the owner  and
operator  of  Pilgrim,  Indian Point Energy  Center,  and  FitzPatrick.
Revised  safety requirements promulgated by the NRC have, in the  past,
necessitated substantial capital expenditures at these nuclear  plants,
and additional expenditures could be required in the future.

     The nuclear power industry faces uncertainties with respect to the
cost  and long-term availability of sites for disposal of spent nuclear
fuel  and  other radioactive waste, nuclear plant operations, including
security   costs,   the   technological  and   financial   aspects   of
decommissioning  plants  at  the  end  of  their  licensed  lives,  and
requirements relating to nuclear insurance.  These matters are  briefly
discussed below.

Regulation of Spent Fuel and Other High-Level Radioactive Waste

      Under  the Nuclear Waste Policy Act of 1982, the DOE is required,
for  a  specified  fee,  to construct storage facilities  for,  and  to
dispose  of,  all  spent nuclear fuel and other high-level  radioactive
waste generated by domestic nuclear power reactors.  After twenty years
of  study,  the  DOE,  in  February  2002,  formally  recommended,  and
President Bush approved, Yucca Mountain, Nevada as the permanent  spent
fuel  repository.   The State of Nevada may veto the  site  subject  to
override  by  simple  majority of both houses of  Congress.   If  Yucca
Mountain is sustained as the repository site, DOE will proceed with the
licensing  and  eventual construction of the repository and  may  begin
receipt  of spent fuel as early as approximately 2010.  Otherwise,  DOE
may  not  accept spent fuel for a significantly longer period of  time.
As  a  result,  future expenditures will be required to increase  spent
fuel  storage  capacity at Entergy's nuclear plant sites.   Information
concerning spent fuel disposal contracts with the DOE, current  on-site
storage capacity, and costs of providing additional on-site storage  is
presented in Note 9 to the financial statements.

Regulation of Low-Level Radioactive Waste

      The  availability and cost of disposal facilities  for  low-level
radioactive  waste resulting from normal nuclear plant  operations  are
subject  to a number of uncertainties.  Under the Low-Level Radioactive
Waste  Policy  Act of 1980, as amended, each state is  responsible  for
disposal of waste originating in that state, but states may participate
in   regional  compacts  to  fulfill  their  responsibilities  jointly.
Arkansas  and Louisiana participate in the Central Interstate Low-Level
Radioactive  Waste  Compact (Central States  Compact)  and  Mississippi
participates  in  the  Southeast Low-Level  Radioactive  Waste  Compact
(Southeast Compact).  Both the Central States Compact and the Southeast
Compact  waste  facility development projects are on hold  and  further
development  efforts are unknown at this time.  Neither  Massachusetts,
where  Pilgrim  is  located, nor New York, where  Indian  Point  Energy
Center  and  FitzPatrick  are  located, participates  in  any  regional
compact  and  efforts  to  fulfill  their  responsibilities  have  been
minimal.   Two licensed disposal sites are currently operating  in  the
United  States,  but  only  one site, the  Barnwell  Disposal  Facility
(Barnwell)   located  in  South  Carolina,  is  open  to  out-of-region
generators.   The  availability of Barnwell provides only  a  temporary
solution for Entergy's low-level radioactive waste storage and does not
alleviate the need to develop new disposal capacity.  In June 2000, the
governor  of South Carolina signed legislation forming a new  low-level
waste  compact  with  the states of Connecticut and  New  Jersey.   The
compact  will  start restricting acceptance of out-of-region  waste  in
2002 and totally ban out-of-region waste by 2008.

      The  Southeast Compact has filed sanctions against the host state
of  North  Carolina  and  the  process is  currently  on  hold  pending
resolution  of the sanctions action by the compact.  In December  1998,
the  host  state for the Central States Compact, Nebraska,  denied  the
compact's license application.  In December 1998, Entergy and two other
utilities  in  the Central States Compact filed a lawsuit  against  the
state  of  Nebraska seeking damages resulting from delays and a  faulty
license  review  process.   Entergy Arkansas,  Entergy  Louisiana,  and
Entergy  Gulf  States,  along  with other waste  generators,  fund  the
development  costs for new disposal facilities relating to the  Central
States  Compact.  Development costs to be incurred in  the  future  are
difficult  to predict.  The current schedules for the site  development
in  both  the  Central  States Compact and the  Southeast  Compact  are
undetermined  at  this time.  Until long-term disposal  facilities  are
established, Entergy will seek continued access to existing facilities.
If  such  access is unavailable, Entergy will store low-level waste  at
its nuclear plant sites.

Regulation of Nuclear Plant Decommissioning

      Entergy  Arkansas,  Entergy Gulf States, Entergy  Louisiana,  and
System  Energy  are  recovering through electric  rates  the  estimated
decommissioning costs for ANO, River Bend, Waterford 3, and Grand  Gulf
1,  respectively.   These amounts are deposited in trust  funds  which,
together  with  the  related earnings, can  only  be  used  for  future
decommissioning   costs.    Estimated   decommissioning    costs    are
periodically reviewed and updated to reflect inflation and  changes  in
regulatory  requirements and technology.  Applications are periodically
made  to  appropriate regulatory authorities to reflect, in rates,  the
changes in projected decommissioning costs.  Entergy Arkansas will  not
recover  decommissioning costs in 2002 for ANO 1 and  2  based  on  the
extension  of  the  ANO 1 license and the assumption  that  the  ANO  2
license  will  be extended and that the existing decommissioning  trust
funds,  together  with their expected future earnings,  will  meet  the
estimated  decommissioning  costs.  In  conjunction  with  the  Pilgrim
acquisition,  Entergy  received Pilgrim's decommissioning  trust  fund.
Entergy  believes that Pilgrim's decommissioning fund will be  adequate
to  cover  future  decommissioning costs  for  the  plant  without  any
additional  deposits to the trust.  Subject to decommissioning  service
agreements  between Entergy and NYPA, NYPA retains the  decommissioning
liability and trusts relating to Indian Point 3 and FitzPatrick up to a
specified  amount.   Entergy believes that the  amounts  that  will  be
available  from  the  trusts will be sufficient  to  cover  the  future
decommissioning  costs  of Indian Point 3 and FitzPatrick  without  any
additional contributions to the trusts.  As part of the Indian Point  1
and  2  purchase,  Consolidated Edison transferred the  decommissioning
trust  fund and the liability to decommission Indian Point 1 and  2  to
Entergy.   Entergy  also  funded  an  additional  $25  million  to  the
decommissioning trust fund and believes that the trust will be adequate
to  cover future decommissioning costs for Indian Point 1 and 2 without
any  additional  deposits  to the trust.  Additional  information  with
respect  to  decommissioning costs for ANO, River  Bend,  Waterford  3,
Grand Gulf 1, Pilgrim, Indian Point 1, Indian Point 2, Indian Point  3,
and FitzPatrick is found in Note 9 to the financial statements.

      The  EPAct  requires  all electric utilities  (including  Entergy
Arkansas,  Entergy Gulf States, Entergy Louisiana, and  System  Energy)
that  purchased uranium enrichment services from the DOE to  contribute
up  to  a  total of $150 million annually over approximately  15  years
(adjusted  for  inflation,  up  to  a  total  of  $2.25  billion)   for
decontamination  and  decommissioning  of  enrichment  facilities.   At
December  31,  2001, five years of assessments remain.   In  accordance
with  the  EPAct,  contributions to decontamination and decommissioning
funds  are  recovered through rates in the same manner  as  other  fuel
costs.    The   estimated   annual   contributions   by   Entergy   for
decontamination and decommissioning fees are discussed in Note 9 to the
financial statements.

Nuclear Insurance

      The  Price-Anderson  Act limits public  liability  for  a  single
nuclear  incident  to  approximately $9.5 billion.   Entergy  Arkansas,
Entergy  Gulf  States, Entergy Louisiana, System Energy, and  Entergy's
domestic  non-utility nuclear business have protection with respect  to
this  liability  through  a  combination of private  insurance  and  an
industry assessment program, as well as insurance for property  damage,
costs  of  replacement  power,  and other  risks  relating  to  nuclear
generating  units.   Insurance applicable to the  nuclear  programs  of
Entergy is discussed in Note 9 to the financial statements.

Nuclear Operations

General  (Entergy Corporation, Entergy Arkansas, Entergy  Gulf  States,
Entergy Louisiana, and System Energy)

      Entergy  Operations operates ANO, River Bend,  Waterford  3,  and
Grand  Gulf  1,  subject to the owner oversight  of  Entergy  Arkansas,
Entergy   Gulf   States,   Entergy  Louisiana,   and   System   Energy,
respectively.    Entergy  Arkansas,  Entergy   Gulf   States,   Entergy
Louisiana,  and  System  Energy  pay  directly  or  reimburse   Entergy
Operations  at  cost for its operation of the nuclear units.  Entergy's
domestic  non-utility  nuclear business is  the  operator  of  Pilgrim,
Indian Point Energy Center, and FitzPatrick.

ANO Matters (Entergy Corporation and Entergy Arkansas)

      In  August  2001,  the  NRC  issued  a  bulletin  requesting  all
pressurized  water  reactor  owners and  operators  to  report  on  the
structural  integrity of their reactor vessel head penetration  nozzles
to justify continued operations past December 31, 2001.  These types of
reactors  are  susceptible to water stress corrosion  cracking  of  the
reactor  vessel  head  nozzles.  ANO 1  and  2  are  pressurized  water
reactors.   In March 2001, an inspection of ANO 1 revealed one  leaking
control  rod  drive mechanism nozzle, which was subsequently  repaired.
An inspection at ANO 2 is scheduled during the next refueling outage in
April 2002.  Entergy Arkansas has received favorable responses from the
NRC for continued operations of ANO 1 and 2.

      Inspections of the ANO 1 steam generators during planned  outages
also  have revealed cracks in certain steam generator tubes, which have
been  repaired or plugged.  The current number of cracks is  below  the
limit  authorized by the NRC to allow the unit to remain  in  operation
and has not affected ANO 1's output to date.  Using current projections
of  steam  generator tube plugging, the current best estimate  is  that
replacement  of  the ANO Unit 1 steam generators will  be  required  by
2013.  Entergy Operations currently does not expect ANO Unit 1 to  have
to  conduct  mid-cycle  outages for steam generator  inspection  before
2005.   ANO 2's steam generator was replaced during a refueling  outage
in the second half of 2000.

      Entergy Operations is in the process of gathering information and
assessing  various options for the permanent repair or  replacement  of
ANO 1 and 2's reactor vessel heads and the replacement of ANO 1's steam
generators.   Certain  of these options could, in the  future,  require
significant   capital   expenditures  and/or   result   in   additional
unscheduled  mid-cycle outages.  A decision as to the permanent  repair
or replacement of the reactor vessel heads and replacement of the steam
generators  is  anticipated  in  2002.   If  permanent  replacement  is
selected,  fabrication for a reactor vessel head and  steam  generators
may take up to four years.

      In  December 2000, Entergy Operations applied to the NRC  for  an
amendment to ANO 2's operating license that would allow for an increase
in the reactor core power rating. If granted, this amendment will allow
ANO  2 to increase its gross electrical output by approximately 90  MW.
Entergy Operations has requested action by the NRC on the amendment  by
April  2002, to permit implementation of the uprate following  ANO  2's
next scheduled refueling outage.

      In June 2001, Entergy Arkansas received notification from the NRC
of  approval for a renewed operating license authorizing operations  at
ANO 1 through May 2034.

Domestic Non-Utility Nuclear (Entergy Corporation)

      In November 2001, a nonprofit organization, joined by federal and
New  York  state and local officials and other organizations,  filed  a
petition  with the NRC alleging that the Indian Point 2 and  3  nuclear
power  plants  were  vulnerable  to terrorist  attack  and  seeking  an
immediate  shutdown of the plants.  Entergy believes  the  petitioners'
requests   are   without  merit  and  is  vigorously   contesting   the
petitioners' allegations.  A procedural schedule has not  been  set  by
the   NRC.    Management  cannot  predict  the  timing  of  the   NRC's
consideration, if any, of this matter.

State  Regulation  (Entergy  Arkansas,  Entergy  Gulf  States,  Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans)

General

      Entergy  Arkansas  is subject to regulation by  the  APSC,  which
includes the authority to:

     o oversee utility service;
     o set rates;
     o determine reasonable and adequate service;
     o require proper accounting;
     o control leasing;
     o control the acquisition or sale of any public utility plant or
       property constituting an operating unit or system;
     o set rates of depreciation;
     o issue certificates of convenience and necessity and certificates
       of environmental compatibility and public need; and
     o regulate the issuance and sale of certain securities.

      Entergy  Gulf  States may be subject to the jurisdiction  of  the
municipal authorities of a number of incorporated cities in Texas as to
retail  rates  and  service  within their  boundaries,  with  appellate
jurisdiction  over  such matters residing in the  PUCT.   Entergy  Gulf
States' Texas business is also subject to regulation by the PUCT as to:

     o retail rates and service in rural areas;
     o certification of new transmission lines; and
     o extensions of service into new areas.

      Entergy  Gulf  States' Louisiana electric and  gas  business  and
Entergy Louisiana are subject to regulation by the LPSC as to:

     o utility service;
     o rates and charges;
     o certification of generating facilities;
     o power or capacity purchase contracts; and
     o depreciation, accounting, and other matters.

      Entergy  Louisiana  is also subject to the  jurisdiction  of  the
Council with respect to such matters within Algiers in Orleans Parish.

     Entergy Mississippi is subject to regulation by the MPSC as to the
following:

     o utility service;
     o service areas;
     o facilities; and
     o retail rates.

      Entergy Mississippi is also subject to regulation by the APSC  as
to  the certificate of environmental compatibility and public need  for
the Independence Station, which is located in Arkansas.

     Entergy New Orleans is subject to regulation by the Council as  to
the following:

     o utility service;
     o rates and charges;
     o standards of service;
     o depreciation, accounting, and issuance and sale  of  certain
       securities; and
     o other matters.

Franchises

      Entergy  Arkansas holds exclusive franchises to provide  electric
service in approximately 304 incorporated cities and towns in Arkansas.
These  franchises  are unlimited in duration and  continue  unless  the
municipalities purchase the utility property.  In Arkansas,  franchises
are  considered  to  be contracts and, therefore, are  terminable  upon
breach of the terms of the franchise.

      Entergy  Gulf States holds non-exclusive franchises, permits,  or
certificates of convenience and necessity to provide electric  and  gas
service  in  approximately 55 incorporated municipalities in  Louisiana
and  to  provide  electric  service in  approximately  63  incorporated
municipalities in Texas.  Entergy Gulf States typically is granted  50-
year  franchises in Texas and 60-year franchises in Louisiana.  Entergy
Gulf States' current electric franchises will expire during 2007 - 2036
in  Texas  and  during  2015  -  2046 in Louisiana.   The  natural  gas
franchise in the City of Baton Rouge will expire in 2015.  In addition,
Entergy  Gulf  States holds a certificate of convenience and  necessity
from  the  PUCT to provide electric service to areas within 21 counties
in eastern Texas.   Retail open access is scheduled to begin in Entergy
Gulf States' Texas service territory no sooner than September 15, 2002.

      Entergy  Louisiana  holds  non-exclusive  franchises  to  provide
electric   service   in   approximately  116   incorporated   Louisiana
municipalities.  Most of these franchises have 25-year terms,  although
six  of  these municipalities have granted 60-year franchises.  Entergy
Louisiana   also   supplies  electric  service  in  approximately   353
unincorporated  communities,  all of which  are  located  in  Louisiana
parishes in which it holds non-exclusive franchises.

      Entergy  Mississippi has received from the MPSC  certificates  of
public  convenience and necessity to provide electric service to  areas
within  45  counties, including a number of municipalities, in  western
Mississippi.   Under Mississippi statutory law, such  certificates  are
exclusive.   Entergy  Mississippi  may  continue  to  serve   in   such
municipalities upon payment of a statutory franchise fee, regardless of
whether an original municipal franchise is still in existence.

      Entergy New Orleans provides electric and gas service in the City
of  New Orleans pursuant to city ordinances (except electric service in
Algiers,  which  is provided by Entergy Louisiana).   These  ordinances
contain  a  continuing option for the City of New Orleans  to  purchase
Entergy New Orleans' electric and gas utility properties.  A resolution
to  study  the  advantages for ratepayers that  might  result  from  an
acquisition of these properties was filed in a committee of the Council
in  January 2001.  The committee has deferred consideration of and  has
taken  no  further action regarding that resolution.  The full  Council
must  approve  the resolution to commence such a study  before  it  can
become effective.

     The business of System Energy is limited to wholesale power sales.
It has no distribution franchises.

Environmental Regulation

General

      Entergy's facilities and operations are subject to regulation  by
various   domestic   and   foreign  governmental   authorities   having
jurisdiction  over  air  quality,  water  quality,  control  of   toxic
substances  and  hazardous and solid wastes,  and  other  environmental
matters.   Management  believes that its affected subsidiaries  are  in
substantial   compliance  with  environmental   regulations   currently
applicable  to  their facilities and operations.  Because environmental
regulations  are subject to change, future compliance costs  cannot  be
precisely estimated.

Clean Air Legislation

      The  Clean  Air Act Amendments of 1990 (the Act) established  the
following  four  programs that currently or in the  future  may  affect
Entergy's fossil-fueled generation:

     o an acid rain program for control of sulfur dioxide (SO2) and
       nitrogen oxides (NOx);
     o an  ozone non-attainment area program for control of NOx and
       volatile organic compounds;
     o a hazardous air pollutant emissions reduction program; and
     o an operating permits program for administration and enforcement of
       these and other Act programs.

      Under the current acid rain program, Entergy's subsidiaries  have
not  required  additional equipment to control SO2  or  NOx.   The  Act
provides  SO2  allowances  to most of the affected  Entergy  generating
units  for  emissions  based upon past emission  levels  and  operating
characteristics.  Each allowance is an entitlement to emit one  ton  of
SO2  per  year.   Under  the  Act, utilities are  required  to  possess
allowances  for  SO2  emissions from affected  generating  units.   All
Entergy  fossil-fueled generating units are classified  as  "Phase  II"
units  under  the  Act  and are subject to SO2 allowance  requirements.
Entergy is a net buyer of allowances when it generates power using fuel
oil.

     Controls were recently implemented at certain Entergy Gulf  States
generating  units  to  achieve NOx reductions due  to  the  ozone  non-
attainment  status of areas served in and around Beaumont and  Houston,
Texas.  To date, the cost of additional control equipment necessary  to
maintain  this  compliance is immaterial.  In April and December  2000,
Texas  authorities adopted future control strategies for  the  Beaumont
and  Houston areas, respectively. These strategies adopted by the State
of  Texas will cause Entergy Gulf States to incur additional costs  for
NOx  controls  through  2007. Entergy commenced  projects  in  2000  to
engineer,   procure,  and  construct  needed  air   pollution   control
facilities.   Cost  estimates  will be refined  as  engineering  design
progresses  based  on final strategies approved by  the  EPA.   Entergy
currently  estimates compliance costs to be $22 to $39 million  in  the
Beaumont  area  and  approximately $15 million  in  the  Houston  area.
Entergy  believes  the  future control strategies  in  the  ozone  non-
attainment   regulations  require  emission  limits   that   are   more
restrictive than those related to utility restructuring in  Texas.   As
part  of  legislation passed in Texas in June 1999 to  restructure  the
electric  power  industry  in the state, certain  generating  units  of
Entergy  Gulf States will be required to obtain operating  permits  and
meet  new,  lower emission limits for NOx.      As part of its  control
efforts, Entergy Gulf States is expected to incur costs through 2003 to
meet the standards in the restructuring legislation.

      The  State  of  Louisiana is considering future emission  control
strategies to address continued ozone non-attainment status of areas in
and around Baton Rouge, Louisiana.  In November 2001, the LDEQ issued a
draft rule for control of NOx as part of the State Implementation  Plan
(SIP) to bring this area into attainment with the National Ambient  Air
Quality  standards for ozone by May 2005.  The draft  contains  certain
provisions that would lead to installation of new NOx control equipment
at Entergy Gulf States generating units.  Preliminary analyses indicate
compliance costs may be as much as $72 million in new capital spending.
Most  of  the related expenditures would take place in 2003  and  2004.
The  final  rule  is  expected to be in  place  by  March  2002.   Cost
estimates  will be refined as engineering studies progress  before  and
after promulgation of the final NOx rule and approval of the SIP by the
EPA.   Entergy Gulf States will be required to obtain revised operating
permits  from  the LDEQ and meet new, lower emission  limits  for  NOx.
Entergy Gulf States expects to file before October 2002 revised  permit
applications  containing  its detailed compliance  strategy.   In  late
August 2001, however, a federal magistrate issued a report recommending
that the EPA be ordered to make a determination regarding the ozone non-
attainment  status and any reclassification of the area required  as  a
result  of  the determination.  The recommendation might result  in  an
upgrade from the current status of "serious" to "severe" non-attainment
classification  for the Baton Rouge area.  If this occurs,  LDEQ  ozone
SIP  rulemakings could be affected, especially in terms of  scheduling.
The  specific impact of the magistrate's recommendation on Entergy Gulf
States  will  remain unclear until the EPA responds to the magistrate's
report.

Oil Pollution Prevention and Response

     The EPA has issued a proposed rule on oil pollution prevention and
response.   This  rule  could  affect  Entergy's  operations   of   its
approximately 3,500 transmission and distribution electrical  equipment
installations that are potentially subject to this proposed  rule.   If
the  proposed  rule  is issued in the form expected  by  the  industry,
Entergy   will   be  substantially  in  compliance   with   the   rule.
Nevertheless, there is the possibility that the rule could be issued in
a  form  that would require Entergy to develop site-specific oil  spill
prevention control and countermeasure plans for the facilities  subject
to  the  rule.   In addition, secondary containment could  be  required
around  the  equipment  in these facilities.  Entergy  participates  in
industry  groups involved with the proposed rule and will be monitoring
the  development of the proposed rule.  It is expected that  the  final
rule will be issued in mid-2002.

Other Environmental Matters

       The  Comprehensive  Environmental  Response,  Compensation,  and
Liability  Act of 1980, as amended (CERCLA), authorizes  the  EPA  and,
indirectly, the states, to mandate clean-up, or reimbursement of clean-
up  costs,  by  owners  or  operators of  sites  from  which  hazardous
substances  may  be or have been released.  Parties that  generated  or
transported hazardous substances to these sites are also deemed  liable
by  CERCLA.   CERCLA has been interpreted to impose joint  and  several
liability on responsible parties.  The domestic utility companies  have
sent  waste  materials to various disposal sites over  the  years.   In
addition,  environmental  laws now regulate  certain  of  the  domestic
utility companies' operating procedures and maintenance practices which
historically  were  not  subject  to  regulation.   Some  of  Entergy's
disposal  sites  have  been  the subject of governmental  action  under
CERCLA,  resulting in site clean-up activities.  The  domestic  utility
companies have participated to various degrees in accordance with their
respective  potential  liabilities in  such  site  clean-ups  and  have
developed  experience  with  clean-up  costs.   The  affected  domestic
utility  companies  have  established reserves for  such  environmental
clean-up and restoration activities.

Entergy Arkansas

      Entergy Arkansas entered into a Consent Administrative Order with
the ADEQ in which it agreed to conduct initial stabilization associated
with contamination at the Utilities Services, Inc. state Superfund site
located near Rison, Arkansas.  This site was never owned or operated by
any  Entergy-affiliated  company.  This site was  found  to  have  soil
contaminated  by polychlorinated biphenyls (PCBs) and pentachlorophenol
(a  wood  preservative).  Containers and drums that contained PCBs  and
other  hazardous  substances were found at the site.  Entergy  Arkansas
worked with the ADEQ to identify and notify other PRPs with respect  to
this site.  Approximately twenty PRPs have been identified to date.  In
December  1999,  Entergy Arkansas, along with several other  PRPs,  met
with ADEQ representatives to discuss the clean-up of the site.  Entergy
Arkansas  believes that its ultimate responsibility for this site  will
not  materially exceed its existing clean-up provision of  $5  million.
Entergy has sent a letter of intent to the ADEQ to participate  in  the
site  characterization, and Entergy is waiting for a response from  the
ADEQ.    As  of  December  31,  2001,  Entergy  Arkansas  had  incurred
approximately $400,000 of clean-up costs at the site.

Entergy Gulf States

      Several class action and other suits have been filed in state and
federal  courts seeking relief from Entergy Gulf States and others  for
damages  caused  by the disposal of hazardous waste and  for  asbestos-
related  disease  allegedly resulting from  exposure  on  Entergy  Gulf
States' premises (see "Other Regulation and Litigation" below).

     In August 1999, Entergy Gulf States received notice from the Texas
Natural  Resource Conservation Commission (TNRCC) that it is considered
to be a PRP for the Spector Salvage Yard in Orange, Texas.  The Spector
Salvage  site operated from approximately 1944 until 1971.  In addition
to  general  salvage,  the  facility functioned  as  a  repository  for
military  surplus  equipment  and  supplies  purchased  from  military,
industrial,  and  chemical  facilities.  Soil  samples  from  the  site
indicate  the presence of heavy metals and various organics,  including
PCBs.   The  TNRCC requested of all PRPs a submission of a  good  faith
offer to fully fund or conduct a remedial investigation.  Entergy  Gulf
States  believes  that there is insufficient basis  for  including  the
company as a PRP.  If additional evidence that Entergy Gulf States is a
PRP   were  discovered,  Entergy  Gulf  States  would  re-evaluate  its
position.   Based on the size of the site, Entergy Gulf States  expects
that its future expenditures for investigation and clean-up should  not
exceed its existing clean-up provision of $250,000.

       Entergy   Gulf  States  is  currently  involved  in  a  remedial
investigation of the Lake Charles Service Center site, located in  Lake
Charles, Louisiana.  A manufactured gas plant (MGP) is believed to have
operated at this site from approximately 1916 to 1931.  Coal tar, a by-
product  of  the distillation process employed at MGPs, was  apparently
routed  to a portion of the property for disposal.  The same  area  has
also  been used as a landfill.  In 1999, Entergy Gulf States  signed  a
second  Administrative Consent Order with the EPA  to  perform  removal
action  at  the site.  Entergy Gulf States believes that  its  ultimate
responsibility  for this site will not materially exceed  its  existing
clean-up provision of $15.1 million.

      Entergy Gulf States is currently involved in the second phase  of
an  investigation  of contamination of an MGP site, known  as  the  Old
Jennings  Ice  Plant,  located  in Jennings,  Louisiana.   The  MGP  is
believed to have operated from approximately 1909 to 1926.  The site is
currently used for an electrical substation and storage of transmission
and  distribution equipment.  In July 1996, a petroleum-like  substance
was  discovered on the surface soil, and notification was made  to  the
LDEQ.  The LDEQ was aware of this site based upon a survey performed by
an  environmental consultant for the EPA.  Entergy Gulf States obtained
the services of an environmental consultant to collect core samples and
to  perform a search of historical records to determine what activities
occurred  at  Jennings.   Results of the  core  sampling,  which  found
limited  amounts of contamination on-site, were submitted to the  LDEQ.
A  plan  to  determine a cost-effective remediation  strategy  will  be
developed  and submitted to the LDEQ for review in 2002.  Entergy  does
not  expect that its ultimate financial responsibility with respect  to
this  site will be material.  The amount of its existing provision  for
clean-up is $191,000.

      In  1994,  Entergy  Gulf States performed a  site  assessment  in
conjunction  with  a  construction project  at  the  Louisiana  Station
Generating  Plant  (Louisiana Station).  In 1995, a further  assessment
confirmed subsurface soil and groundwater impact to three areas on  the
plant site.  After further review, a notification was made to the LDEQ.
The  final  phase of groundwater clean up and monitoring  at  Louisiana
Station  is  expected to continue through 2003.  The  remediation  cost
incurred  through  December 31, 2001 for this site  was  $6.3  million.
Future costs are not expected to exceed the existing provision of  $1.2
million.

Entergy New Orleans

      Entergy  New Orleans built a new substation on a parcel  of  land
located  adjacent to an existing substation which is in close proximity
to  the  former  Market  Street power plant.   During  pre-construction
activities  in January 2000, significant levels of lead were discovered
in the soil at this site.  Entergy New Orleans notified the LDEQ of the
contamination.  The contamination at this site was addressed using  the
LDEQ  Risk  Evaluation/Corrective  Action  Plan.   The  work  has  been
completed  and  the  final closure report was submitted  in  the  first
quarter  of  2001.   The cost of this remediation was approximately  $1
million.  Entergy is awaiting final written LDEQ approval.  No  further
environmental activity is anticipated.

Entergy Louisiana and Entergy New Orleans

      Several class action and other suits have been filed in state and
federal  courts seeking relief from Entergy Louisiana and  Entergy  New
Orleans  and  others  for damages caused by the disposal  of  hazardous
waste  and  for  asbestos-related  disease  allegedly  resulting   from
exposure on Entergy Louisiana's and Entergy New Orleans' premises  (see
"Other Regulation and Litigation" below).

      The  Southern Transformer shop located in New Orleans has  served
both  Entergy Louisiana and Entergy New Orleans.  This transformer shop
is  now  being  closed  and  environmental assessments  are  now  being
performed  to  determine what remediation may be necessary.   Based  on
preliminary  findings, an expected clean-up cost of $750,000  has  been
accrued for this project.

     From 1992 to 1994, Entergy Louisiana performed remedial activities
at  a  retired  power  plant  known as the  Thibodaux  municipal  site,
previously  owned  and  operated by a Louisiana municipality.   Entergy
Louisiana  purchased  the  power plant at this  site  as  part  of  the
acquisition  of  municipal  electric  systems.   The  site   assessment
indicated some subsurface contamination from fuel oil.  Remediation  of
the  Thibodaux  site is expected to continue through  2002.   The  cost
incurred  through  December  31,  2001  for  the  Thibodaux  site   was
approximately  $657,000.  Future costs are not expected to  exceed  the
remaining  provision of $174,000 at December 31,  2001.   The  LDEQ  is
currently  reviewing  a  groundwater  assessment  completed  in   2001.
Results  of  the  review  will  determine what  additional  remediation
remains to be completed.

     During 1993, the LDEQ issued new rules for solid waste regulation,
including regulation of wastewater impoundments.  Entergy Louisiana and
Entergy  New Orleans have determined that certain of their power  plant
wastewater impoundments were affected by these regulations and chose to
remediate and repair or close them.  Completion of this work is pending
LDEQ approval.  LDEQ has issued notices of deficiencies for certain  of
these sites.  As a result, recorded liabilities in the amounts of  $5.8
million  for Entergy Louisiana and $0.5 million for Entergy New Orleans
existed at December 31, 2001 for wastewater remediation and repairs and
closures.   Management  of Entergy Louisiana and  Entergy  New  Orleans
believes these reserves are adequate based on current estimates.

Other Regulation and Litigation

Entergy Corporation and Entergy Gulf States Merger

      The  APSC,  Arkansas Cities and Cooperatives,  Arkansas  Electric
Energy  Consumers, the MPSC, and the State of Mississippi  appealed  to
the  D.C.  Circuit  the  FERC's  approval  of  the  merger  of  Entergy
Corporation and Gulf States Utilities. Entergy and the LPSC  intervened
in  support  of the FERC.  The appellants seek to overturn  the  FERC's
decision  on  two broad grounds: first, whether the FERC's approval  of
the  addition of Gulf States produced an unjust and discriminatory rate
in  violation of Federal Power Act section 205; and second, whether the
FERC's approval of the merger without conducting an evidentiary hearing
on  the  effect of the merger on wholesale generation violated  Federal
Power  Act  section 203. The D.C. Circuit scheduled oral  argument  for
April  2002.  Management cannot predict the timing or outcome  of  this
proceeding.

Employment Litigation  (Entergy Corporation, Entergy Arkansas,  Entergy
Gulf  States, Entergy Louisiana, Entergy Mississippi, and  Entergy  New
Orleans)

      Entergy  Corporation  and  the  domestic  utility  companies  are
defendants  in  numerous  lawsuits  that  have  been  filed  by  former
employees   alleging  that  they  were  wrongfully  terminated   and/or
discriminated against on the basis of age, race, and/or  sex.   Entergy
Corporation and the domestic utility companies are vigorously defending
these  suits  and  deny any liability to the plaintiffs.   However,  no
assurance  can be given as to the outcome of these cases, and  at  this
time management cannot estimate the total amount of damages sought.

Asbestos  and  Hazardous  Waste Suits  (Entergy  Gulf  States,  Entergy
Louisiana, and Entergy New Orleans)

      Numerous lawsuits have been filed in federal and state courts  in
Texas  and Louisiana primarily by contractor employees in the 1950-1980
timeframe  against Entergy Gulf States, Entergy Louisiana  and  Entergy
New Orleans, as premises owners of power plants, for damages caused  by
alleged  exposure to asbestos or other hazardous material.  Many  other
defendants  are  named  in these lawsuits as  well.   Since  1992,  the
Entergy  companies  have resolved over 3 thousand  claims  for  nominal
amounts  that  in the aggregate total less that $13 million,  including
defense costs.  Some of this loss has been offset by reimbursement from
insurers.   Presently  there  are over 3 thousand  claims  pending  and
reserves  have been established that should be adequate  to  cover  any
exposure.  Additionally, negotiations continue with insurers to recover
more  reimbursement,  while new coverage is being secured  to  minimize
anticipated future potential exposures.  Management believes that  loss
exposure has been and will continue to be handled successfully so  that
the  ultimate resolution of these matters will not be material, in  the
aggregate, to its financial position or results of operation.

Ratepayer Lawsuits  (Entergy Corporation, Entergy Gulf States,  Entergy
Louisiana, and Entergy New Orleans)

Vidalia Project Sub-Docket

     Marathon Oil Company and Louisiana Energy Users Group, intervenors
in  another proceeding that has since been settled, requested that  the
LPSC  review  the  prudence  of  a contract  entered  into  by  Entergy
Louisiana  to  purchase  energy generated by a  hydroelectric  facility
known  as  the Vidalia project through the year 2031.  Note  9  to  the
financial  statements contains further discussion  of  the  obligations
related  to the Vidalia project. By orders entered by the LPSC in  1985
and  1990, the LPSC approved Entergy Louisiana's entry into the Vidalia
contract  and  Entergy Louisiana's right to recover, through  the  fuel
adjustment   clause,   the   costs  of  power   purchased   thereunder.
Additionally,  the  wholesale electric rates under  the  Vidalia  power
purchase  contract  were  filed at FERC.  In December  1999,  the  LPSC
instituted  a  review of the following issues relating to  the  Vidalia
project:  (i)  the LPSC's jurisdiction over the Vidalia  project;  (ii)
Entergy  Louisiana's  management  of the  Vidalia  contract,  including
opportunities  to restructure or otherwise reform the  contract;  (iii)
the  appropriateness of Entergy Louisiana's recovery  of  100%  of  the
Vidalia contract costs from ratepayers; (iv) the appropriateness of the
fuel adjustment clause as the method for recovering all or part of  the
Vidalia  contract costs; (v) the appropriate regulatory  treatment   of
the Vidalia contract  in the event the LPSC approves implementation  of
retail   competition;  and  (vi) Entergy Louisiana's  communication  of
pertinent  information to the LPSC regarding the Vidalia   project  and
contract.   Based  on  its review, the LPSC will determine  whether  it
should disallow any of the costs of the Vidalia project included in the
fuel  adjustment clause.  In late April and early May  2001,  the  LPSC
conducted hearings addressing these issues, except for the issue of the
appropriate regulatory treatment of the Vidalia contract in  the  event
the LPSC approves implementation of retail competition.  With regard to
that issue, the parties entered a joint stipulation that the issue more
appropriately  would  be  considered in  a  separate,  existing  docket
specifically devoted to stranded-cost-related issues.

     With regard to the other issues, Entergy Louisiana asserted at the
hearings  that it has prudently managed the Vidalia contract and  that,
through  final  orders  issued  in  1985  and  1990,  the  LPSC  itself
previously has recognized Entergy Louisiana's prudence by formally  and
expressly  approving the Vidalia contract and the recovery through  the
fuel  adjustment  clause  of  all amounts  paid  by  Entergy  Louisiana
pursuant  to  the  FERC-filed rate.  The  LPSC  staff  alleged  at  the
hearings  that the Vidalia project owners' July 30, 1990  request  that
the   LPSC  clarify  the  LPSC's  1985  order  (approving  the  Entergy
Louisiana/Vidalia project purchase power agreement) and approve a  sale
and  leaseback  of  the project, presented Entergy  Louisiana  with  an
approximately three-week "window of opportunity" (prior to  the  LPSC's
issuance  of the 1990 order) during which Entergy Louisiana could  have
used  its purported leverage either: (1) to attempt to restructure  the
FERC-filed rate schedule contained in the Vidalia contract; or  (2)  to
attempt to secure a concession from the Vidalia project owners whereby,
at  a minimum, the owners would share with Entergy Louisiana ratepayers
some  portion  of  what the LPSC staff quantifies as approximately  $90
million  of  tax  benefits.   The LPSC staff  and  intervenors  further
alleged  at the hearings that Entergy Louisiana was imprudent  for  not
preparing and presenting to the LPSC during the August 1990 hearings on
the  Vidalia project owners' motion for clarification, an updated  life
cycle  economic analysis showing that, as of August 1990,  the  Vidalia
contract appeared to have become uneconomic due to the significant drop
in  projected  avoided costs precipitated by, among other  things,  the
legislative repeal of the Fuel Use Act of 1978 and the steep decline in
oil  and  gas prices in the mid- to late-1980s.  Additionally, Marathon
Oil Company and the Sewerage and Water Board of New Orleans alleged  at
the  hearings that the Vidalia project owners had incurred construction
cost  overruns  and escalating operating costs, and had paid  excessive
royalties  to the Town of Vidalia, and that these costs were  imprudent
and  should  be  disallowed,  in whole  or  in  part.   However,  these
intervenors  recommended  that, although Entergy  Louisiana  ratepayers
should reap the benefits of any such disallowances, the Town of Vidalia
and  the Vidalia project owners, and not Entergy Louisiana, should bear
the cost of any such disallowances.

     The  LPSC staff has proposed several alternative and non-mutually-
exclusive    remedies,    including   without   limitation:    reducing
prospectively  some portion of the above market Vidalia contract  costs
that   Entergy  Louisiana  is  allowed  to  recover  through  the  fuel
adjustment clause; shifting prudently incurred costs to base rates  and
disallowing  imprudently-incurred costs;  imposing  a  rate  of  return
performance   penalty  for  some  appropriate  period  of   time;   and
disallowing as part of fuel cost recovery some portion of the purported
tax  savings  and other benefits associated with the 1990 clarification
motion, plus interest since 1990.  The LPSC staff has recommended  that
the  ALJ  who presided over the hearings make a recommendation  to  the
LPSC  with regard to the prudence and jurisdictional issues and certify
the question of remedies to the LPSC.  The post-hearing briefing to the
ALJ  was  completed  in  November 2001.  The parties  await  the  ALJ's
recommendations.

Entergy New Orleans Fuel Clause Lawsuit

      In  April  1999, a group of ratepayers filed a complaint  against
Entergy New Orleans, Entergy Corporation, Entergy Services, and Entergy
Power  in  state court in Orleans Parish purportedly on behalf  of  all
Entergy New Orleans ratepayers.  The plaintiffs seek treble damages for
alleged  injuries  arising from the defendants' alleged  violations  of
Louisiana's antitrust laws in connection with certain costs  passed  on
to  ratepayers in Entergy New Orleans' fuel adjustment filings with the
Council.   In  particular, plaintiffs allege that Entergy  New  Orleans
improperly  included certain costs in the calculation of  fuel  charges
and  that Entergy New Orleans imprudently purchased high-cost fuel from
other  Entergy affiliates.  Plaintiffs allege that Entergy New  Orleans
and  the  other  defendant Entergy companies conspired  to  make  these
purchases  to the detriment of Entergy New Orleans' ratepayers  and  to
the  benefit  of  Entergy's shareholders, in violation  of  Louisiana's
antitrust   laws.   Plaintiffs  also  seek  to  recover  interest   and
attorneys' fees.  Exceptions to the plaintiffs' allegations were  filed
by Entergy, asserting, among other things, that jurisdiction over these
issues  rests  with  the  Council  and  FERC.   If  necessary,  at  the
appropriate time, Entergy will also raise its defenses to the antitrust
claims.   At  present, the suit in state court is stayed by stipulation
of the parties.

      Plaintiffs also filed this complaint with the Council in order to
initiate a review by the Council of the plaintiffs' allegations and  to
force  restitution  to  ratepayers  of  all  costs  they  allege   were
improperly  and  imprudently included in the fuel  adjustment  filings.
Discovery  has begun in the proceedings before the Council.   Testimony
was  filed on behalf of the plaintiffs in this proceeding in April 2000
and  has  been supplemented.  The testimony, as supplemented,  asserts,
among other things, that Entergy New Orleans and other defendants  have
engaged in fuel procurement and power purchasing practices and included
costs  in Entergy New Orleans' fuel adjustment that could have resulted
in  New  Orleans customers being overcharged by more than $100  million
over  a  period  of years.  In June 2001, the Council's Advisors  filed
testimony on these issues in which they allege that Entergy New Orleans
ratepayers may have been overcharged by more than $32 million, the vast
majority  of which is reflected in the plaintiffs' claim.  However,  it
is  not  clear precisely what periods and damages are being alleged  in
the proceeding.  Entergy intends to defend this matter vigorously, both
in court and before the Council.  Hearings began in February 2002.  The
ultimate  outcome of the lawsuit and the Council proceeding  cannot  be
predicted at this time.

Entergy New Orleans Rate of Return Lawsuit

      In  April  1998,  a group of residential and business  ratepayers
filed a complaint against Entergy New Orleans in state court in Orleans
Parish  purportedly on behalf of all ratepayers in  New  Orleans.   The
plaintiffs allege that Entergy New Orleans overcharged ratepayers by at
least  $300  million since 1975 in violation of limits on  Entergy  New
Orleans' rate of return that the plaintiffs allege were established  by
ordinances  passed by the Council in 1922.  The plaintiffs seek,  among
other things, (i) a declaratory judgment that such franchise ordinances
have  been  violated;  and  (ii)  a  remand  to  the  Council  for  the
establishment of the amount of overcharges plus interest.  Entergy  New
Orleans believes the lawsuit is without merit.  Entergy New Orleans has
charged  only those rates authorized by the Council in accordance  with
applicable  law.   In May 2000, a court of appeal granted  Entergy  New
Orleans'  exception  to  jurisdiction in the  case  and  dismissed  the
proceeding.  The Louisiana Supreme Court denied the plaintiff's request
for  a  writ  of certiorari.  The plaintiffs then commenced  a  similar
proceeding before the Council.  The plaintiffs and the advisors for the
Council each filed their first round of testimony in January 2002.   In
their  testimony, the plaintiffs allege that Entergy New Orleans earned
in  excess  of the legally authorized rate of return during the  period
1979  to 2000 and that Entergy New Orleans should be required to refund
between  $240  million  and $825 million to  its  ratepayers.   In  the
testimony  submitted by the Council advisors, the advisors allege  that
Entergy New Orleans has not earned in excess of its authorized rate  of
return  for  the  period  at  issue and that  no  refund  is  therefore
warranted.   A hearing is scheduled to begin in June 2002.   Management
cannot predict the outcome of the proceeding before the Council.

Entergy Gulf States Merger Savings Lawsuit

     In February 2002, various plaintiffs, who claim to be customers of
Entergy   Gulf  States  in  Texas  and  further  claim  to   be   class
representatives  for all other similarly situated  customers,  filed  a
lawsuit  against  Entergy Gulf States and Entergy  Corporation  in  the
district  court of Jefferson County, Texas.  The petition alleges  that
Entergy Corporation and Entergy Gulf States violated the 1993 agreement
entered  by parties to the Entergy-Gulf States Utilities merger  docket
in  Texas  by  failing  to pass 100% of Texas retail  non-fuel  merger-
related  savings to Entergy Gulf States' ratepayers in Texas  beginning
on  January  1,  2002.  The petition alleges that the non-fuel  merger-
related  savings accrue at a rate of about $2 million per  month.   The
petition  seeks  damages, exemplary damages, and  attorney's  fees  and
costs,  in  addition to certification of the case as  a  class  action.
Entergy   will   vigorously   contest  the   plaintiffs'   allegations.
Management cannot predict the outcome of this litigation at this time.

Entergy Louisiana Formula Ratemaking Plan Lawsuit

     In  May  1998,  a  group of ratepayers filed a  complaint  against
Entergy  Louisiana  and the LPSC in state court  in  East  Baton  Rouge
Parish purportedly on behalf of all Entergy Louisiana ratepayers.   The
plaintiffs  allege that the formula ratemaking plan authorized  by  the
LPSC  has allowed Entergy Louisiana to earn amounts in excess of a fair
return.   The  plaintiffs seek, among other things, (i)  a  declaratory
judgment  that  the  formula ratemaking plan is an improper  ratemaking
practice; and (ii) a refund of the amounts allegedly charged in  excess
of proper ratemaking practices.  Entergy Louisiana believes the lawsuit
is  without merit and plans to vigorously defend itself.  This case has
not  been active, and abandonment issues are being evaluated.  At  this
time, management cannot determine the amount of damages being sought.

July   1999  Power  Outages  Lawsuit  (Entergy  Gulf  States,   Entergy
Louisiana, Entergy New Orleans)

     In  February  2000,  a lawsuit was commenced  in  state  court  in
Orleans  Parish,  Louisiana,  against  Entergy,  Entergy  Gulf  States,
Entergy  Louisiana, and Entergy New Orleans relating to  power  outages
that occurred in July 1999.  The plaintiff, who purports to represent a
class  of similarly situated persons, claims unspecified damages  as  a
result of these outages, which the plaintiff claims were the result  of
negligence  on  the  part of the Entergy defendants.   Plaintiffs  have
instituted  similar proceedings before the LPSC and the  City  Council.
All of these proceedings have been resolved by settlement for a nominal
amount.

Street Lighting Lawsuit (Entergy New Orleans)

      In February 2002, the City of New Orleans (City) filed a petition
against  Entergy New Orleans in state court in Orleans Parish,  seeking
declaratory  relief,  injunctive  relief,  an  unspecified  amount   of
monetary  damages,  and attorney and consulting fees  and  costs.   The
City's  petition  alleges  that Entergy New Orleans  has  breached  its
obligations  to  the City related to the provision of street  lighting.
The City claims that Entergy New Orleans has not fulfilled all services
required  under the various street lighting contracts, has  over-billed
for   some  services,  and  has  billed  for  services  that  were  not
authorized.   Entergy  New  Orleans  intends  to  defend  this   matter
vigorously.  The ultimate outcome of the lawsuit cannot be predicted at
this time.

Franchise Fee Litigation  (Entergy Corporation and Entergy Gulf States)

     In  September 1998, the City of Nederland filed a petition against
Entergy  Gulf  States and Entergy Services in state court in  Jefferson
County,  Texas, purportedly on behalf of all Texas municipalities  that
have  ordinances or agreements with Entergy Gulf States.   The  lawsuit
alleges  that  Entergy Gulf States has been underpaying  its  franchise
fees  due  to  failure to properly calculate its gross  receipts.   The
plaintiff  seeks  a  judgment  for the  allegedly  underpaid  fees  and
punitive damages.  Entergy Gulf States believes the lawsuit is  without
merit and is vigorously defending itself.  The trial in this matter  is
scheduled  to begin in November 2002.  At this time, management  cannot
determine the amount of damages being sought.

Fiber Optic Cable Litigation  (Entergy Corporation, Entergy  Gulf
States, and Entergy Louisiana)

     In  1998,  a  group of property owners filed a class  action  suit
against Entergy Corporation, Entergy Gulf States, Entergy Services  and
ETHC in state court in Jefferson County, Texas purportedly on behalf of
all  property  owners  in  each of the states  throughout  the  Entergy
service  area  who  have  conveyed easements to  the  defendants.   The
lawsuit  alleged that Entergy installed fiber optic cable across  their
property  without  obtaining  appropriate  easements.   The  plaintiffs
sought  actual  damages for the use of the land  and  a  share  of  the
profits  made  through  use  of the fiber  optic  cables  and  punitive
damages.  The state court petition was voluntarily dismissed,  and  the
plaintiffs  commenced a class action suit with the same claims  in  the
United States District Court in Beaumont, Texas.  Both sides have filed
motions  for  summary judgment, which were heard by the court  in  late
2001.  The magistrate's recommendation to the district judge found that
two  of the four types of easements did not allow Entergy to place  its
fiber  on the property and the other two were ambiguous and required  a
jury   determination.   Subsequently,  the  district  judge  held  oral
arguments and has taken the motions under advisement.  Entergy believes
the  easements did provide it the right to place the fiber optic cable.
If  the  court  or  jury disagrees, Entergy believes that  any  damages
suffered  by the plaintiff landowners are negligible and that there  is
no  basis  for  the claim seeking a share of profits.   At  this  time,
management  cannot  determine  the specific  amount  of  damages  being
sought.

     In   January  2002,  a  class  action  lawsuit  asserting  similar
allegations  to  those  alleged  in the  lawsuit  filed  in  Texas  was
commenced  in  state  court  in Ascension  Parish,  Louisiana,  against
Entergy  Louisiana,  Entergy  Services, ETHC,  and  Entergy  Technology
Company,  purportedly  on  behalf of all  similarly  situated  property
owners  in  Louisiana. The plaintiffs seek injunctive  and  declaratory
relief and an unspecified amount of damages.  The defendants intend  to
vigorously  defend  the  lawsuit.   At  this  time,  management  cannot
determine the specific amount of damages being sought.

Franchise Service Area Litigation  (Entergy Gulf States)

     In   early   1998,   Beaumont  Power  and  Light  Company   (BP&L)
unsuccessfully  sought a franchise to provide electric service  in  the
City  of  Beaumont, Texas, where Entergy Gulf States  already  holds  a
franchise.  In November 1998, BP&L filed a request before the  PUCT  to
obtain  a  certificate  of convenience and necessity  (CCN)  for  those
portions of Jefferson County outside the boundaries of any municipality
for which Entergy Gulf States provides retail electric service.  BP&L's
application contemplates using Entergy Gulf States' facilities in their
provision of service.  In Texas, utilities are required to obtain a CCN
prior  to  providing  retail  electric service.   Jefferson  County  is
currently  singly  certificated  to Entergy  Gulf  States.   If  BP&L's
application is granted, BP&L would be able to provide retail service to
Entergy  Gulf  States' customers in the area for which the  certificate
would  apply.  BP&L has amended its application to add a request for  a
CCN  to  provide retail electric service within the City  of  Beaumont.
The  amended  application acknowledges that the Texas electric  utility
restructuring law requires BP&L to use its own facilities to connect to
its  customers  if  it  is  granted a CCN.   In  April  2000,  the  ALJ
recommended denial of BP&L's application.  In May 2000, the PUCT  voted
to  remand  the  proceeding back to the ALJ to allow  BP&L  to  provide
further evidence.  BP&L filed an updated business plan, pro formas, and
direct  testimony  in response to the remand order. A  hearing  on  the
merits  was held in November 2001 in which Entergy Gulf States and  the
PUCT  staff  argued  that  BP&L  failed to  demonstrate  its  requested
certificate  should  be granted.  The parties are  awaiting  the  ALJ's
proposal for decision.

Litigation Environment (Entergy Corporation, Entergy Arkansas,  Entergy
Gulf  States,  Entergy  Louisiana,  Entergy  Mississippi,  Entergy  New
Orleans, and System Energy)

      The  four states in which the domestic utility companies operate,
in  particular  Louisiana, Mississippi, and Texas, have  proven  to  be
unusually  litigious  environments.  Judges and  juries  in  Louisiana,
Mississippi, and Texas have demonstrated a willingness to  grant  large
verdicts, including punitive damages, to plaintiffs in personal injury,
property  damage,  and  business tort cases.  Entergy  uses  legal  and
appropriate means to contest litigation threatened or filed against it,
but  the  litigation  environment in these states poses  a  significant
business risk.


    EARNINGS RATIOS OF DOMESTIC UTILITY COMPANIES AND SYSTEM ENERGY

      The  domestic  utility companies' and System Energy's  ratios  of
earnings  to  fixed  charges and ratios of earnings to  combined  fixed
charges  and preferred dividends pursuant to Item 503 of SEC Regulation
S-K are as follows:

			      Ratios of Earnings to Fixed Charges
				   Years Ended December 31,
				2001   2000  1999   1998  1997

     Entergy Arkansas           3.29   3.01  2.08   2.63  2.54
     Entergy Gulf States        2.36   2.60  2.18   1.40  1.42
     Entergy Louisiana          2.76   3.33  3.48   3.18  2.74
     Entergy Mississippi        2.14   2.33  2.44   3.12  2.98
     Entergy New Orleans         (b)   2.66  3.00   2.65  2.70
     System Energy              2.12   2.41  1.90   2.52  2.31


			     Ratios of Earnings to Combined Fixed
			       Charges and Preferred Dividends
				   Years Ended December 31,
				2001   2000  1999   1998   1997

     Entergy Arkansas           2.99   2.70  1.80   2.28   2.24
     Entergy Gulf States (a)    2.21   2.39  1.86   1.20   1.23
     Entergy Louisiana          2.51   2.93  3.09   2.75   2.36
     Entergy Mississippi        1.96   2.09  2.18   2.80   2.69
     Entergy New Orleans (b)     (b)   2.43  2.74   2.41   2.44

(a)  "Preferred  Dividends"  in the case of Entergy  Gulf  States  also
     include dividends on preference stock, which was redeemed in July 2000.
(b)  For  Entergy  New  Orleans, earnings for the twelve  months  ended
     December 31, 2001 were not adequate to cover fixed charges and combined
     fixed charges and preferred dividends by $6.6 million and $9.5 million,
     respectively.


		    BUSINESS SEGMENTS AND PRODUCTS

Entergy Corporation

      Entergy's  business segments are discussed  in  Note  12  to  the
financial statements.

Entergy New Orleans and Entergy Gulf States

      Entergy  New Orleans and Entergy Gulf States provide two products
within  their utility operations, electric power and natural gas.   For
the year ended December 31, 2001, 98% of Entergy Gulf States' operating
revenue  was  derived from the electric utility business, and  only  2%
from   the  natural  gas  distribution  business.   Following  is  data
concerning Entergy New Orleans retail operating revenue sources and its
customer data as of December 31, 2001:

				  Electric Operating     Natural Gas
				     Revenue              Revenue

       Residential                       39%                55%
       Commercial                        38%                20%
       Industrial                         6%                11%
       Governmental/Municipal            17%                14%

       Number of Customers             189,000            148,000

Financial Information Relating to Products and Services

      Revenues  from  Entergy  New Orleans' and  Entergy  Gulf  States'
electric  power and natural gas sales are presented in their respective
income statements.


			       PROPERTY

Generating Stations

Domestic Utility and System Energy

      The  total capability of the generating stations owned and leased
by  the domestic utility companies and System Energy as of December 31,
2001, by company and by fuel type, is indicated below:

<TABLE>
<CAPTION>
			  Owned and Leased Capability MW(1)
								     Gas
								   Turbine
								    and
								   Internal
 Company                  Total      Fossil       Nuclear        Combustion       Hydro
 <S>                     <C>          <C>            <C>                 <C>         <C>
 Entergy Arkansas         4,637        2,704         1,782               83          68
 Entergy Gulf States      6,560        5,580           980                -           -
 Entergy Louisiana        5,286        4,181         1,093               12           -
 Entergy Mississippi      2,922        2,917             -                5           -
 Entergy New Orleans        967          956             -               11           -
 System Energy            1,122            -         1,122                -           -
			 ------       ------         -----              ---          --
   Total                 21,494       16,338         4,977              111          68
			 ======       ======         =====              ===          ==

</TABLE>
(1)  "Owned  and  Leased  Capability" is the dependable  load  carrying
     capability as demonstrated under actual operating conditions based
     on  the  primary fuel (assuming no curtailments) that each station
     was designed to utilize.

      Entergy's  domestic  utility  business  is  subject  to  seasonal
fluctuations, with the peak period occurring in the summer months.  The
2001  peak  demand of 20,257 MW occurred on August 21, 2001.  Entergy's
load  and capacity projections are reviewed periodically to assess  the
need and timing for additional generating capacity and interconnections
in  light of the availability of power, the location of new loads,  and
maximum economy to Entergy.  Domestically, based on load and capability
projections  and  bulk power availability, Entergy's  domestic  utility
companies  meet  the need for new generation resources by  means  other
than  construction  of  new base load generating  capacity.   Entergy's
domestic  utility  companies expect to meet future capacity  needs  by,
among other things, purchasing in the wholesale power market, including
plans  to  contract for up to 3,000 MW of purchased power to  meet  the
expected needs of the domestic utility companies in the summer of 2002.
In  addition,  to address this capacity shortage, the domestic  utility
companies  are currently considering resource plans that could  include
building  additional  capacity,  re-powering  existing  power   plants,
continuing  to  obtain  purchased power,  or  a  combination  of  those
options.   The  domestic  utility companies  expect  to  present  these
resource  plans in 2002 to their regulators.  Entergy also  reactivated
several  units in 1999 and 2000 that were in extended reserve  shutdown
to assist in serving customers during periods of peak demand.

      Under the terms of the System Agreement, generating capacity  and
other  power resources are shared among the domestic utility companies.
The  System Agreement provides, among other things, that parties having
generating   reserves  greater  than  their  load  requirements   (long
companies)   shall   receive  payments  from   those   parties   having
deficiencies  in generating reserves (short companies).  Such  payments
are  at  amounts  sufficient to cover certain of  the  long  companies'
costs,  including operating expenses, fixed charges on  debt,  dividend
requirements  on preferred and preference stock, and  a  fair  rate  of
return on common equity investment.  Under the System Agreement,  these
charges  are  based on costs associated with the long companies'  steam
electric generating units fueled by oil or gas.  In addition,  for  all
energy  exchanged among the domestic utility companies under the System
Agreement,  the short companies are required to pay the  cost  of  fuel
consumed  in  generating  such energy plus  a  charge  to  cover  other
associated costs.  FERC proceedings relating to proposed amendments  to
the  System  Agreement are discussed more thoroughly in "RATE  MATTERS,
REGULATION,  AND LITIGATION - Rate Matters - Wholesale Rate  Matters  -
System Agreement," above.

Domestic Non-Utility Nuclear

     The capacity of the operating nuclear generating stations owned by
the  domestic non-utility nuclear segment as of December  31,  2001  is
indicated below:

  Plant                Location                    Owned Capacity MW
							  (1)

  Pilgrim            Plymouth, Massachusetts              670
  FitzPatrick        Oswego, New York                     825
  Indian Point 2     Westchester County, New York         970
  Indian Point 3     Westchester County, New York         980

  (1) "Owned  Capacity"  refers  to the  nameplate  rating  on  the
      generating unit.

      In  August  2001, Entergy's domestic non-utility nuclear  segment
agreed  to  purchase the 510 MW Vermont Yankee Nuclear Power  Plant  in
Vernon, Vermont, from Vermont Yankee Nuclear Power Corporation for $180
million,  to  be paid in cash upon closing.  Entergy will  receive  the
plant,  nuclear fuel, inventories, and related real estate.  Management
expects  to  close the transaction by the summer of 2002,  pending  the
approvals  of the NRC, the Public Service Board of Vermont,  FERC,  and
other regulatory agencies.

Energy Commodity Services

      The  capacity  of  the generating stations owned  in  the  energy
commodity services segment as of December 31, 2001 is indicated below:

					      Owned Capacity (1)
Plant                   Location             MW               Type

		     North America
Ritchie Unit 2       Helena, Arkansas        544             Fossil
Independence Unit 2  Newark, Arkansas        121 (2)         Fossil
Warren Power         Vicksburg, Mississippi  300     Simple Cycle Gas Turbine
Top of Iowa          Worth County, Iowa       80              Wind

		     Europe
Damhead Creek        Kent, England           800     Combined-Cycle Gas Turbine

(1)  "Owned Capacity" refers to the nameplate rating on the generating
     unit.

(2)  The  owned MW capacity is the portion of the plant capacity  owned
     by  Entergy.   For  a  complete listing of  Entergy's  joint-owned
     generating stations, refer to "Jointly-Owned Generating  Stations"
     in Note 1 to the financial statements.

      Entergy's  energy  commodity services segment also  has  minority
investments  in companies owning the following generating  stations  in
Latin America:  Costanera, a 2000 MW fossil generation facility located
in  Buenos  Aires, Argentina; Central Buenos Aires, a 220 MW  combined-
cycle gas turbine addition to the Costanera plant; San Isidro, a 375 MW
combined-cycle gas turbine power plant located in Quillota, Chile;  and
Edegel,  a 1000 MW hydroelectric and fossil generation facility located
in Lima, Peru.

       Entergy's   energy  commodity  services  segment  is   currently
constructing  the  following projects.  The Crete  Project,  a  320  MW
simple  cycle  gas turbine merchant power plant in Crete, Illinois,  is
anticipated  to  be  operational  in  June  2002.   Entergy  will   own
approximately  160  MW  of the capacity of the Crete  plant,  with  the
remainder owned by DTE Energy.  During 2000, construction began on  the
RS  Cogen  Project, a 425 MW combined-cycle gas turbine power plant  in
Lake  Charles, Louisiana.  Entergy will own approximately 212 MW,  with
the  remainder owned by PPG Industries.  RS Cogen is expected to  begin
operation  in  2002.  Construction also began in 2001 on the  Northeast
Texas Electric Cooperative Project, a 550 MW combined-cycle gas turbine
power  plant in Harrison County, Texas.  Entergy will own approximately
385   MW  once  construction  is  completed  and  operation  has  begun
(currently  projected to be June 2003), with Northeast  Texas  Electric
Cooperative, Inc. owning the remainder.

Interconnections

Domestic Utility

      The  electric generating facilities of Entergy's domestic utility
companies  consist principally of steam-electric production facilities.
These  generating  units are interconnected by  a  transmission  system
operating  at various voltages up to 500 KV.  With the exception  of  a
small  portion of Entergy Mississippi's capacity, operating  facilities
or  interests  therein generally are owned or leased  by  the  domestic
utility company serving the area in which the generating facilities are
located.   All of these generating facilities are centrally  dispatched
and operated.

      Entergy's domestic utility companies are interconnected with many
neighboring utilities.  In addition, the domestic utility companies are
members  of  the Southeastern Electric Reliability Council (SERC).  The
primary  purpose of SERC is to ensure the reliability and  adequacy  of
the  electric bulk power supply in the southeast region of  the  United
States.   SERC  is a member of the North American Electric  Reliability
Council.

Domestic Non-Utility Nuclear

      The  electric  generating facilities of Entergy's  domestic  non-
utility  nuclear  segment  consists of the Pilgrim  nuclear  production
facility, the James A. FitzPatrick nuclear production facility, and the
Indian  Point Energy Center nuclear production facility.   The  Pilgrim
plant is dispatched as a part of Independent System Operator (ISO)  New
England.   The  primary purpose of ISO New England  is  to  direct  the
operations of the major generation and transmission facilities  in  the
New  England region.  The James A. FitzPatrick and Indian Point  Energy
Center  plants  are  dispatched  by the  New  York  Independent  System
Operator  (NYISO).   The  primary purpose of NYISO  is  to  direct  the
operations of the major generation and transmission facilities  in  New
York state.

Gas Property

      As  of  December  31, 2001, Entergy New Orleans  distributed  and
transported  natural gas for distribution solely within the  limits  of
the  City  of  New Orleans through a total 33 miles of gas transmission
pipelines,  1,473 miles of gas distribution mains, and 1,034  miles  of
gas service line from the distribution mains to the customers.

      As  of  December  31, 2001, the gas properties  of  Entergy  Gulf
States,  which  are located in and around Baton Rouge, Louisiana,  were
not material to Entergy Gulf States' financial position.

Titles

      Entergy's  generating stations and major transmission substations
are  generally located on properties owned in fee simple.  The  greater
portion  of  the  transmission and distribution lines of  the  domestic
utility  companies have been constructed on property of private  owners
pursuant  to  easements or on public highways and streets  pursuant  to
appropriate  franchises. The rights of each company in the property  on
which its utility facilities are located are considered by such company
to  be  adequate for use in the conduct of its business.  Minor defects
and  irregularities customarily found in properties of  like  size  and
character may exist, but such defects and irregularities do not, in the
opinion  of  management, materially impair the use  of  the  properties
affected  thereby.  The domestic utility companies generally  have  the
right  of  eminent domain, whereby they may, if necessary,  perfect  or
secure  titles to, or easements or servitudes on, privately held  lands
used in or reasonably necessary for their utility operations.

      Substantially all of the physical properties and assets owned  by
Entergy  Arkansas, Entergy Gulf States, Entergy Louisiana,  and  System
Energy  are  subject  to  the  liens of mortgages  securing  the  first
mortgage bonds of such company.  The Lewis Creek generating station  is
owned  by GSG&T, Inc., a subsidiary of Entergy Gulf States, and is  not
subject  to  the lien of the Entergy Gulf States mortgage securing  the
first  mortgage  bonds of Entergy Gulf States, but  is  leased  to  and
operated by Entergy Gulf States.  All of the debt outstanding under the
original first mortgages of Entergy Mississippi and Entergy New Orleans
has  been  retired and the original first mortgages were  cancelled  in
1999  and  1997, respectively.  As a result, the general and  refunding
mortgages  of  Entergy  Mississippi and Entergy New  Orleans  now  each
constitute a first mortgage lien on substantially all of the respective
physical properties and assets of these two companies.


			      FUEL SUPPLY

      The  sources of generation and average fuel cost per KWH for  the
domestic  utility companies and System Energy for the  years  1999-2001
were:

	 Natural Gas    Fuel Oil     Nuclear Fuel      Coal
	   %   Cents    %     Cents    %    Cents    %     Cents
	  of    Per     of     Per    of     Per     of     Per
Year      Gen   KWH    Gen     KWH    Gen    KWH    Gen     KWH

2001       34   4.62    8     4.33     43     .50     15     1.58
2000       42   4.90    4     3.90     39     .56     15     1.51
1999       45   2.75    4     2.06     35     .54     16     1.59

     Actual  2001  and  projected 2002 sources of  generation  for  the
domestic utility companies and System Energy are:

		      Natural Gas   Fuel Oil        Nuclear          Coal
		      2001  2002   2001  2002   2001     2002    2001  2002

Entergy Arkansas (a)    7%    7%     -     -     61%      61%     31%   31%
Entergy Gulf States    57%   57%     1%    -     27%      25%     15%   18%
Entergy Louisiana      48%   58%     5%    -     47%      42%      -     -
Entergy Mississippi    22%   69%    51%    -      -        -      27%   31%
Entergy New Orleans    84%  100%    16%    -      -        -       -     -
System Energy           -     -      -     -    100%(b)  100%(b)   -     -
Total (a)              34%   40%     8%    0%    43%      43%     15%   16%


(a) Hydroelectric  power provided 1% of Entergy Arkansas' generation  in
    2001 and is expected to provide 1% of its generation in 2002.

(b) In  addition  to the nuclear capacity given above for the  following
    companies,  the  Unit Power Sales Agreement allocates  capacity  and
    energy  from  System Energy's interest in Grand Gulf 1  as  follows:
    Entergy   Arkansas  -  36%;  Entergy  Louisiana   -   14%;   Entergy
    Mississippi - 33%; and Entergy New Orleans - 17%.

Natural Gas

      The domestic utility companies have long-term firm and short-term
interruptible  gas contracts.  Long-term firm contracts  comprise  less
than 26% of the domestic utility companies' total requirements but  can
be  called  upon, if necessary, to satisfy a significant percentage  of
the  domestic utility companies' needs.  Short-term contracts and spot-
market  purchases  satisfy additional gas requirements.   Entergy  Gulf
States has a transportation service agreement with a gas supplier  that
provides flexible natural gas service to certain generating stations by
using  such  supplier's pipeline and gas storage  facility.   Entergy's
energy  commodity services segment has entered into 15-year gas  supply
contracts  at  the  project level to supply  up  to  100%  of  the  gas
requirements for the Damhead Creek power plant located in the UK.

      Many  factors,  including  wellhead deliverability,  storage  and
pipeline capacity, and demand requirements of end users, influence  the
availability  and  price  of  natural gas supplies  for  power  plants.
Demand is tied to weather conditions as well as to the prices of  other
energy sources. Gas demands leveling out to meet more consistently with
supplies  and  higher  storage  levels brought  prices  down  in  2001.
Entergy's supplies of natural gas are expected to be adequate in  2002.
However,  pursuant to federal and state regulations,  gas  supplies  to
power  plants  may be interrupted during periods of shortage.   To  the
extent  natural  gas  supplies  are disrupted  or  natural  gas  prices
significantly  increase,  the  domestic  utility  companies  will   use
alternate  fuels, such as oil, or rely to a larger extent on  coal  and
nuclear generation.

Coal

      Entergy  Arkansas has long-term contracts for low-sulfur  Wyoming
coal  for White Bluff and Independence.  These contracts, which  expire
in  2002  and  2011,  respectively, provide for  approximately  70%  of
Entergy  Arkansas'  expected  coal  requirements  for  2002.   At   the
expiration of the White Bluff long-term contract in 2002, Entergy plans
to enter into short-term and medium-term contracts for White Bluff coal
supply  based on the company's procurement strategy.  Entergy  Arkansas
has  an  additional  20% of its 2002 coal requirement  committed  in  a
number of one year contracts.  Additional requirements are satisfied by
spot  market  purchases.  Entergy Gulf States has a  contract  for  the
supply  of  low-sulfur Wyoming coal for Nelson Unit 6, which should  be
sufficient  to satisfy its fuel requirements for that unit  at  current
consumption  rates  through the first quarter of  2003.   The  contract
includes  options to extend supply to 2010 if all price re-openers  are
accepted.  If both parties cannot agree upon a price, then the contract
terminates.  Effective April 1, 2000, Louisiana Generating LLC  assumed
Cajun's ownership interest in the Big Cajun 2 generating facilities and
operates  the  plant, which is 42% owned by Entergy Gulf  States.   The
management of Louisiana Generating LLC has advised Entergy Gulf  States
that  it  has  executed coal supply and transportation  contracts  that
should  provide  an adequate supply of coal for the  operation  of  Big
Cajun 2, Unit 3 for the foreseeable future.

      Entergy Arkansas has a long-term railroad transportation contract
for  the  delivery of coal to both White Bluff and Independence.   This
contract will expire in the year 2011. Entergy Arkansas has settled its
lawsuit  against  the railroad that claimed breach of contract  by  the
railroad and requested termination of the contract.  Beginning in 2002,
a  portion  of White Bluff's coal requirements will be delivered  by  a
second  carrier  under  a  long-term  transportation  agreement.   This
agreement will expire on December 31, 2006.

     Entergy Gulf States has transportation requirements contracts with
railroads  to deliver coal to Nelson Unit 6 through December 31,  2004.
Each  of  the two contracts governs the movement of approximately  one-
half  of  the  plant's  requirements and  the  base  contract  provides
flexibility for shipping up to all of the plant's requirements.

Nuclear Fuel

     The nuclear fuel cycle involves the following:

     o mining and milling of uranium ore to produce a concentrate;
     o conversion of the concentrate to uranium hexafluoride gas;
     o enrichment of the hexafluoride gas;
     o fabrication of nuclear fuel assemblies for use in fueling nuclear
       reactors; and
     o disposal of spent fuel.

      System  Fuels  is  responsible for contracts to  acquire  nuclear
material  to be used in fueling Entergy Arkansas', Entergy Louisiana's,
and  System  Energy's  nuclear  units.   System  Fuels  also  maintains
inventories  of such materials during the various stages of processing.
Each  of  these companies purchases enriched uranium hexafluoride  from
System  Fuels, but contracts separately for the fabrication of its  own
nuclear  fuel.   The  requirements  for  River  Bend  are  pursuant  to
contracts  made by Entergy Gulf States.  The requirements for  Pilgrim,
FitzPatrick,  Indian  Point  2, and Indian  Point  3  are  pursuant  to
contracts  made  by  Entergy's domestic non-utility  nuclear  business.
Entergy  Nuclear Fuels Company is responsible for contracts to  acquire
nuclear  materials, except for fuel fabrication, for these  non-utility
nuclear plants.

      Based upon currently planned fuel cycles, Entergy's nuclear units
currently  have contracts and inventory that provide adequate materials
and  services.  Existing contracts for uranium concentrate,  conversion
of  the  concentrate  to uranium hexafluoride, and  enrichment  of  the
uranium  hexafluoride will provide a significant  percentage  of  these
materials  and  services  over  the  next  several  years.   Additional
materials  and services required beyond the coverage of these contracts
are  expected to be available at a reasonable cost for the  foreseeable
future.

       Current   fabrication  contracts  will  provide  a   significant
percentage of these materials and services over the next several years.
The Nuclear Waste Policy Act of 1982 provides for the disposal of spent
nuclear  fuel or high level waste by the DOE.  Refer to Note 9  to  the
financial statements for a discussion of spent nuclear fuel disposal.

      It  will  be  necessary  for Entergy  to  enter  into  additional
arrangements to acquire nuclear fuel in the future.  It is not possible
to predict the ultimate cost of such arrangements.

      Entergy  Arkansas,  Entergy Gulf States, Entergy  Louisiana,  and
System  Energy  each have made arrangements to lease nuclear  fuel  and
related  equipment and services.  The lessors finance  the  acquisition
and  ownership  of  nuclear  fuel through  credit  agreements  and  the
issuance of notes.  These arrangements are subject to periodic renewal.
There  is  a  discussion  of nuclear fuel leases  in  Note  10  to  the
financial statements.

Natural Gas Purchased for Resale

      Entergy  New Orleans has several suppliers of natural  gas.   Its
system  is  interconnected with three interstate and  three  intrastate
pipelines.  Entergy New Orleans' primary suppliers currently are  Enron
North  America,  Inc.,  an  interstate  gas  marketer,  Bridgeline  Gas
Distributors, and Pontchartrain Natural Gas via Louisiana Gas Services.
Entergy  New  Orleans has a "no-notice" service gas  purchase  contract
with Enron North America, Inc. which guarantees Entergy New Orleans gas
delivery  at  specific  delivery points and at any  volume  within  the
minimum and maximum set forth in the contract amounts.  The Enron North
America, Inc. gas supply is transported to Entergy New Orleans pursuant
to  a  transportation  service agreement  with  Koch  Gateway  Pipeline
Company (now known as Gulf South Pipeline).  This service is subject to
FERC-approved  rates.   The Gulf South Pipeline  is  now  part  of  the
Entergy-Koch  joint  venture.   Enron North  America,  Inc.  ceased  to
perform  on  its  contract  with  Entergy  New  Orleans  following  the
bankruptcy of Enron Corporation late in 2001.  Entergy New Orleans  has
assumed  the management of this gas supply contract, which is scheduled
to  expire on March 31, 2002, with no interruption of supply.   Entergy
New  Orleans  will replace the contract through its normal  competitive
bid  process such that supply will continue uninterrupted.  Entergy New
Orleans  has firm contracts with its two intrastate suppliers and  also
makes  interruptible spot market purchases.  In recent  years,  natural
gas  deliveries to Entergy New Orleans have been subject  primarily  to
weather-related curtailments.  However, Entergy New Orleans experienced
no such curtailments in 2001.

      As  a  result  of the implementation of FERC-mandated  interstate
pipeline  restructuring in 1993, curtailments of interstate gas  supply
could  occur if Entergy New Orleans' suppliers failed to perform  their
obligations to deliver gas under their supply agreements.   Gulf  South
Pipeline  could curtail transportation capacity only in  the  event  of
pipeline  system constraints.  Based on the current supply  of  natural
gas,  and  absent  extreme  weather-related curtailments,  Entergy  New
Orleans does not anticipate any interruptions in natural gas deliveries
to its customers.

      Entergy  Gulf  States purchases natural gas for resale  under  an
agreement  with Enbridge Marketing (U.S.) Inc. (formerly Mid  Louisiana
Gas  Company).   Enbridge  Marketing  is  not  allowed  to  discontinue
providing gas to Entergy Gulf States without obtaining FERC approval.

Research

      Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy
Mississippi, and Entergy New Orleans are members of the Electric  Power
Research Institute (EPRI).  EPRI conducts a broad range of research  in
major  technical  fields  related  to the  electric  utility  industry.
Entergy participates in various EPRI projects based on Entergy's  needs
and  available  resources.   Entergy and its  subsidiaries  contributed
approximately $5 million in 2001, $5 million in 2000, and $6 million in
1999 to EPRI.

Item 2.   Properties

      Information  regarding  the  properties  of  the  registrants  is
included in Item 1. "Business - PROPERTY," in this report.

Item 3.   Legal Proceedings

       Details   of   the   registrants'  material  rate   proceedings,
environmental   regulation  and  proceedings,  and   other   regulatory
proceedings and litigation that are pending or those terminated in  the
fourth  quarter  of  2001 are discussed in Item  1.  "Business  -  RATE
MATTERS, REGULATION, AND LITIGATION," in this report.

Item 4.   Submission of Matters to a Vote of Security Holders

      During the fourth quarter of 2001, no matters were submitted to a
vote  of the security holders of Entergy Corporation, Entergy Arkansas,
Entergy  Gulf  States, Entergy Louisiana, Entergy Mississippi,  Entergy
New Orleans, or System Energy.

	DIRECTORS AND EXECUTIVE OFFICERS OF ENTERGY CORPORATION

Directors

      Information required by this item concerning directors of Entergy
Corporation  is  set forth under the heading "Proposal  1--Election  of
Directors"  contained  in the Proxy Statement of  Entergy  Corporation,
(the  "Proxy  Statement"), to be filed in connection  with  its  Annual
Meeting  of  Stockholders to be held May 10, 2002, ("Annual  Meeting"),
and  is incorporated herein by reference.  Information required by this
item concerning officers and directors of the remaining registrants  is
reported in Part III of this document.
<TABLE>
<CAPTION>
Executive Officers

	  Name             Age                Position                    Period
<S>                        <C>  <C>                                        <C>
J. Wayne Leonard (a)       51   Chief Executive Officer and Director       1999-Present
				 of Entergy Corporation
				Director of Entergy Arkansas, Entergy      1998-1999
				 Gulf States, Entergy Louisiana,
				 Entergy Mississippi, Entergy New
				 Orleans, and System Energy
				President and Chief Operating Officer      1998
				 of Entergy Corporation
				Chief Operating Officer of Entergy         1998
				 Arkansas, Entergy Gulf States,
				 Entergy Louisiana, Entergy
				 Mississippi, and Entergy New Orleans
				Vice Chairman of Entergy New Orleans       1998
				President of Energy Commodities            1996-1998
				 Strategic Business Unit
				President of Cinergy Capital &             1996-1998
				 Trading

Donald  C. Hintz (a)       59   President of Entergy Corporation           1999-Present
				Executive Vice President and Chief         1998
				 Nuclear Officer of Entergy Arkansas,
				 Entergy Gulf States, and Entergy
				 Louisiana
				Group President and Chief Nuclear          1997-1998
				 Operating Officer of Entergy
				 Corporation, Entergy Arkansas,
				 Entergy Gulf States, and Entergy
				 Louisiana
				Executive Vice President and Chief         1994-1997
				 Nuclear Officer of Entergy
				 Corporation
				Executive Vice President - Nuclear of      1994-1997
				 Entergy Arkansas, Entergy Gulf
				 States, and Entergy Louisiana
				Chief Executive Officer and President      1992-1998
				 of System Energy
				Director of Entergy Gulf States            1993-Present
				Director of Entergy Arkansas, Entergy      1992-Present
				 Louisiana, Entergy Mississippi, and
				 System Energy
				Director of Entergy New Orleans            1999-Present

Richard J. Smith (a)       50   Group President, Utility Operations        2001-Present
				 of Entergy Corporation, Entergy
				 Arkansas, Entergy Gulf States,
				 Entergy Louisiana, Entergy
				 Mississippi, and Entergy New Orleans
				Director of Entergy Arkansas, Entergy      2001-Present
				 Gulf States, Entergy Louisiana,
				 Entergy Mississippi and Entergy New
				 Orleans
				Senior Vice President, Transition          2000-2001
				 Management of Entergy Corporation
				President of Cinergy Resources, Inc.       1999
				Vice President Energy Services             1999
				Vice President of Finance Services         1996-1999
				 Business Unit

Curtis L. Hebert, Jr. (a)  39   Executive Vice President, External         2001-Present
				 Affairs of Entergy Corporation
				Chairman and Commissioner of the           1997-2001
				 Federal Energy Regulatory Commission
				Chairman and Commissioner of the           1992-1997
				 Mississippi Public Service
				 Commission

Jerry D. Jackson (a)       57   Executive Vice President of Entergy        1999-Present
				 Corporation
				Group President - Utility Operations       2000-2001
				 of Entergy Arkansas, Entergy Gulf
				 States, Entergy Louisiana, Entergy
				 Mississippi, and Entergy New Orleans
				President and Chief Executive Officer      1999-2000
				 - Louisiana of Entergy Gulf States
				President and Chief Executive Officer      1999-2000
				 of Entergy Louisiana
				Chief Administrative Officer of            1997-1998
				 Entergy Corporation,  Entergy
				 Arkansas, Entergy Gulf States,
				 Entergy Louisiana, Entergy
				 Mississippi, and Entergy New Orleans
				Executive Vice President - External        1995-1998
				 Affairs of Entergy Arkansas, Entergy
				 Gulf States, Entergy Louisiana,
				 Entergy Mississippi, and Entergy New
				 Orleans
				Executive Vice President - External        1994-1998
				 Affairs of Entergy Corporation
				Director of Entergy Gulf States            1994-2001
				Director of Entergy Louisiana              1992-2001
				Director of Entergy Arkansas, Entergy      2000-2001
				Mississippi, and Entergy New Orleans      1992-1999

Michael G. Thompson (a)    61   Executive Vice President, General          2001-Present
				 Counsel and Secretary of Entergy
				 Corporation, Entergy Arkansas,
				 Entergy Gulf States, Entergy
				 Louisiana, Entergy Mississippi, and
				 Entergy New Orleans
				Senior Vice President and General          1992-2001
				 Counsel of Entergy Corporation
				Senior Vice President,  General            1995-2001
				 Counsel, and Secretary of Entergy
				 Arkansas, Entergy Gulf States,
				 Entergy Louisiana, Entergy
				 Mississippi, and Entergy New Orleans
				Secretary of Entergy Corporation           1994-2001

C. John Wilder (a)         43   Executive Vice President and Chief         1998-Present
				 Financial Officer of Entergy
				 Corporation, Entergy Arkansas,
				 Entergy Gulf States, Entergy
				 Louisiana, Entergy Mississippi,
				 Entergy New Orleans, and System
				 Energy
				Director of Entergy Arkansas, Entergy      1999-Present
				 Gulf States, Entergy Louisiana,
				 Entergy Mississippi, Entergy New
				 Orleans, and System Energy
				Chief Executive Officer of Shell           1998
				 Capital Company
				Assistant Treasurer of the Royal           1996-1998
				 Dutch/Shell Group

Frank F. Gallaher (a)      56   Senior Vice President of Entergy           2001-Present
				 Corporation
				Senior Vice President, Generation,         1999-2001
				 Transmission and Energy Management
				 of Entergy Corporation
				President, Fossil Operations and           2000-Present
				 Transmission of Entergy Arkansas,
				 Entergy Gulf States, Entergy
				 Louisiana, Entergy Mississippi, and
				 Entergy New Orleans
				Senior Vice President, Generation,         1999-2000
				 Transmission and Energy Management
				 of Entergy Arkansas, Entergy Gulf
				 States, Entergy Louisiana, Entergy
				 Mississippi, and Entergy New Orleans
				Executive Vice President and Chief         1998-1999
				 Utility Operating Officer for
				 Entergy Arkansas, Entergy Gulf
				 States, Entergy Louisiana, Entergy
				 Mississippi, and Entergy New Orleans
				Group President and Chief Utility          1997-1999
				 Operating Officer of  Entergy
				 Corporation
				Group President and Chief Utility          1997-1998
				 Operating Officer of Entergy
				 Arkansas, Entergy Gulf States,
				 Entergy Louisiana, Entergy
				 Mississippi, and Entergy New Orleans
				Director of Entergy Arkansas, Entergy      1997-1999
				 Louisiana, and Entergy Mississippi
				Executive Vice President of                1996-1997
				 Operations of  Entergy Corporation
				Director of Entergy Gulf States            1993-1999
				Executive Vice President of                1993-1997
				 Operations of Entergy Arkansas,
				 Entergy Louisiana, Entergy
				 Mississippi, and Entergy New Orleans

Joseph T. Henderson (a)    44   Senior Vice President and General Tax      2001-Present
				 Counsel of Entergy Corporation,
				 Entergy Arkansas, Entergy Gulf
				 States, Entergy Louisiana, Entergy
				 Mississippi, Entergy New Orleans,
				 and System Energy
				Vice President and General Tax             1999-2001
				 Counsel of Entergy Corporation,
				 Entergy Arkansas, Entergy Gulf
				 States, Entergy Louisiana, Entergy
				 Mississippi, Entergy New Orleans,
				 and System Energy
				Associate General Tax Counsel of           1998-1999
				 Shell Oil Company
				Senior Tax Counsel of Shell Oil            1995-1998
				 Company

Nathan E. Langston (a)     53   Senior Vice President and Chief            2001-Present
				 Accounting Officer of Entergy
				 Corporation, Entergy Arkansas,
				 Entergy Gulf States, Entergy
				 Louisiana, Entergy Mississippi,
				 Entergy New Orleans, and System
				 Energy
				Vice President and Chief Accounting        1998-2001
				 Officer of Entergy Corporation,
				 Entergy Arkansas, Entergy Gulf
				 States, Entergy Louisiana, Entergy
				 Mississippi, Entergy New Orleans,
				 and System Energy
				Director of Tax Services of Entergy        1993-1998
				 Services

Steven C. McNeal (a)       45   Vice President and Treasurer of            1998-Present
				 Entergy Corporation, Entergy
				 Arkansas, Entergy Gulf States,
				 Entergy Louisiana, Entergy
				 Mississippi, Entergy New Orleans,
				 and System Energy
				Assistant Treasurer of Entergy             1994-1998
				 Arkansas, Entergy Gulf States,
				 Entergy Louisiana, Entergy
				 Mississippi, Entergy New Orleans,
				 and System Energy
				Director of Corporate Finance of           1994-1998
				 Entergy Services

</TABLE>
(a)  In  addition, this officer is an executive officer and/or director
     of various other wholly owned subsidiaries of Entergy Corporation and
     its operating companies.

     Each officer of Entergy Corporation is elected yearly by the Board
of Directors.


				PART II

Item 5.   Market for Registrants' Common Equity and Related Stockholder
Matters

Entergy Corporation

     The shares of Entergy Corporation's common stock are listed on the
New  York Stock, Chicago Stock, and Pacific Exchanges under the  ticker
symbol ETR.

      Entergy  Corporation's stock price as of February  28,  2002  was
$41.28.   The high and low prices of Entergy Corporation's common  stock
for each quarterly period in 2001 and 2000 were as follows:

			    2001             2000
		       High    Low      High    Low
				(In Dollars)

      First            42.88    32.56   26.75   15.94
      Second           44.67    36.82   31.25   19.94
      Third            40.95    33.60   38.13   26.94
      Fourth           39.50    35.10   43.88   33.50

      Consecutive quarterly cash dividends on common stock were paid to
stockholders  of  Entergy  Corporation in  2001  and  2000.   In  2001,
dividends  of  $0.315 per share were paid in the first three  quarters,
and  a dividend of $0.33 per share was paid in the fourth quarter.   In
2000,  dividends  of  $0.30 per share were  paid  in  the  first  three
quarters,  and  a dividend of $0.315 per share was paid in  the  fourth
quarter.

      As of February 28, 2002, there were 60,327 stockholders of record
of Entergy Corporation.

     Entergy Corporation's future ability to pay dividends is discussed
in Note 8 to the financial statements.  In addition to the restrictions
described in Note 8, PUHCA provides that, without approval of the  SEC,
the  unrestricted,  undistributed  retained  earnings  of  any  Entergy
Corporation  subsidiary are not available for distribution  to  Entergy
Corporation's  common  stockholders  until  such  earnings   are   made
available  to Entergy Corporation through the declaration of  dividends
by such subsidiaries.

Entergy  Corporation,  Entergy Arkansas, Entergy Gulf  States,  Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy

      There  is no market for the common stock of Entergy Corporation's
wholly owned subsidiaries.  Cash dividends on common stock paid by  the
domestic  utility  companies and System Energy to  Entergy  Corporation
during 2001 and 2000, were as follows:

			      2001        2000
				(In Millions)

Entergy Arkansas             $ 82.5     $ 44.6
Entergy Gulf States          $ 83.7     $ 88.0
Entergy Louisiana            $134.6     $ 62.4
Entergy Mississippi          $ 19.6     $ 18.0
Entergy New Orleans          $  0.8     $  9.5
System Energy                $119.1     $ 91.8

     Information with respect to restrictions that limit the ability of
System  Energy and the domestic utility companies to pay  dividends  is
presented in Note 8 to the financial statements.

Item 6.   Selected Financial Data

      Refer  to  "SELECTED  FINANCIAL DATA -  FIVE-YEAR  COMPARISON  OF
ENTERGY  CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC.,  ENTERGY
GULF  STATES, INC., ENTERGY LOUISIANA, INC., ENTERGY MISSISSIPPI, INC.,
ENTERGY  NEW  ORLEANS, INC., and SYSTEM ENERGY RESOURCES,  INC."  which
follow  each  company's  financial  statements  in  this  report,   for
information  with  respect  to  selected  financial  data  and  certain
operating statistics.

Item  7.    Management's Discussion and Analysis of Financial Condition
and Results of Operations

      Refer  to  "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND  ANALYSIS  -
LIQUIDITY  AND  CAPITAL RESOURCES," " - SIGNIFICANT FACTORS  AND  KNOWN
TRENDS,"  and  "-  RESULTS  OF OPERATIONS OF  ENTERGY  CORPORATION  AND
SUBSIDIARIES, ENTERGY ARKANSAS, ENTERGY GULF STATES, ENTERGY LOUISIANA,
ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, and SYSTEM ENERGY."

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

      Entergy Corporation and Subsidiaries.  Refer to information under
the   heading   "ENTERGY  CORPORATION  AND  SUBSIDIARIES   MANAGEMENT'S
FINANCIAL  DISCUSSION  AND  ANALYSIS - SIGNIFICANT  FACTORS  AND  KNOWN
TRENDS."

Item 8.   Financial Statements and Supplementary Data.

		     INDEX TO FINANCIAL STATEMENTS

Entergy Corporation and Subsidiaries:
  Report of Management                                                 52
  Management's Financial Discussion and Analysis                       53
  Report of Independent Accountants                                    76
  Management's Financial Discussion and Analysis                       77
  Consolidated Statements of Income For the Years Ended December 31,   86
    2001, 2000, and 1999
  Consolidated Statements of Cash Flows For the Years Ended December   87
    31, 2001, 2000, and 1999
  Consolidated Balance Sheets, December 31, 2001 and 2000              89
  Consolidated Statements of Retained Earnings, Comprehensive Income,  91
    and Paid-In Capital for the Years Ended December 31, 2001, 2000,
    and 1999
  Selected Financial Data - Five-Year Comparison                       92
Entergy Arkansas, Inc.:
  Report of Independent Accountants                                    93
  Management's Financial Discussion and Analysis                       94
  Income Statements For the Years Ended December 31, 2001, 2000, and   99
    1999
  Statements of Cash Flows For the Years Ended December 31, 2001,     100
    2000, and 1999
  Balance Sheets, December 31, 2001 and 2000                          101
  Statements of Retained Earnings for the Years Ended December 31,    103
    2001, 2000, and 1999
  Selected Financial Data - Five-Year Comparison                      104
Entergy Gulf States, Inc.:
  Report of Independent Accountants                                   105
  Management's Financial Discussion and Analysis                      106
  Income Statements For the Years Ended December 31, 2001, 2000, and  111
    1999
  Statements of Cash Flows For the Years Ended December 31, 2001,     112
    2000, and 1999
  Balance Sheets, December 31, 2001 and 2000                          113
  Statements of Retained Earnings for the Years Ended December 31,    115
    2001, 2000, and 1999
  Selected Financial Data - Five-Year Comparison                      116
Entergy Louisiana, Inc.:
  Report of Independent Accountants                                   117
  Management's Financial Discussion and Analysis                      118
  Income Statements For the Years Ended December 31, 2001, 2000, and  122
    1999
  Statements of Cash Flows For the Years Ended December 31, 2001,     124
    2000, and 1999
  Balance Sheets, December 31, 2001 and 2000                          125
  Statements of Retained Earnings for the Years Ended December 31,    127
    2001, 2000, and 1999
  Selected Financial Data - Five-Year Comparison                      128
Entergy Mississippi, Inc.:
  Report of Independent Accountants                                   129
  Management's Financial Discussion and Analysis                      130
  Income Statements For the Years Ended December 31, 2001, 2000, and  134
    1999
  Statements of Cash Flows For the Years Ended December 31, 2001,     136
    2000, and 1999
  Balance Sheets, December 31, 2001 and 2000                          137
  Statements of Retained Earnings for the Years Ended December 31,    139
    2001, 2000, and 1999
  Selected Financial Data - Five-Year Comparison                      140
Entergy New Orleans, Inc.:
  Report of Independent Accountants                                   141
  Management's Financial Discussion and Analysis                      142
  Statements of Operations For the Years Ended December 31, 2001,     145
    2000, and 1999
  Statements of Cash Flows For the Years Ended December 31, 2001,     146
    2000, and 1999
  Balance Sheets, December 31, 2001 and 2000                          147
  Statements of Retained Earnings for the Years Ended December 31,    149
    2001, 2000, and 1999
  Selected Financial Data - Five-Year Comparison                      150
System Energy Resources, Inc.:
  Report of Independent Accountants                                   151
  Management's Financial Discussion and Analysis                      152
  Income Statements For the Years Ended December 31, 2001, 2000, and  154
    1999
  Statements of Cash Flows For the Years Ended December 31, 2001,     156
    2000, and 1999
  Balance Sheets, December 31, 2001 and 2000                          157
  Statements of Retained Earnings for the Years Ended December 31,    159
    2001, 2000, and 1999
  Selected Financial Data - Five-Year Comparison                      160
Notes to Financial Statements for Entergy Corporation and             161
  Subsidiaries


<PAGE>
		 ENTERGY CORPORATION AND SUBSIDIARIES

			 REPORT OF MANAGEMENT

      Management  of  Entergy  Corporation  and  its  subsidiaries  has
prepared  and is responsible for the financial statements  and  related
financial  information included herein.  The financial  statements  are
based on generally accepted accounting principles in the United States.
Financial  information included elsewhere in this report is  consistent
with the financial statements.

       To   meet  their  responsibilities  with  respect  to  financial
information,  management maintains and enforces a  system  of  internal
accounting  controls  designed to provide reasonable  assurance,  on  a
cost-effective basis, as to the integrity, objectivity, and reliability
of  the  financial records, and as to the protection of  assets.   This
system  includes communication through written policies and procedures,
an  employee  Code of Entegrity, and an organizational  structure  that
provides for appropriate division of responsibility and the training of
personnel.   This  system  is also tested by a  comprehensive  internal
audit program.

     The Audit Committee of our Board of Directors, composed solely  of
Directors  who  are  not  employees of  our  company,  meets  with  the
independent auditors, management, and internal accountants periodically
to  discuss  internal  accounting controls and auditing  and  financial
reporting  matters.  Upon recommendation from the Audit Committee,  the
Board   of   Directors  appoints  the  independent  auditors  annually.
However, in August 2001, the Audit Committee selected Deloitte & Touche
to   succeed   PricewaterhouseCoopers  as  the  Company's   independent
auditors;  the  Board  of Directors ratified the selection  in  October
2001.   The  Audit Committee reviews with the independent auditors  the
scope  and  results  of  the audit effort.  The  Committee  also  meets
periodically  with  the  independent auditors and  the  chief  internal
auditor without management, providing free access to the Committee.

      Independent public accountants provide an objective assessment of
the degree to which management meets its responsibility for fairness of
financial  reporting.  They regularly evaluate the system  of  internal
accounting controls and perform such tests and other procedures as they
deem  necessary to reach and express an opinion on the fairness of  the
financial statements.

      Management  believes that these policies and  procedures  provide
reasonable  assurance that its operations are carried out with  a  high
standard of business conduct.



J. WAYNE LEONARD                        C. JOHN WILDER
Chief Executive Officer of Entergy      Executive Vice President and
 Corporation                             Chief Financial Officer


HUGH T. MCDONALD                        JOSEPH F. DOMINO
Chairman, President, and Chief          Chairman of Entergy Gulf States,
 Executive Officer of                    Inc., President and Chief
 Entergy Arkansas, Inc.                  Executive Officer - Texas
					 of Entergy Gulf States, Inc.


E. RENAE CONLEY                         CAROLYN C. SHANKS
Chairman, President, and Chief          Chairman, President, and Chief
 Executive Officer of Entergy            Executive Officer of Entergy
 of Entergy Louisiana, Inc.;             Mississippi, Inc.
 President and Chief Executive
 Officer- Louisiana of Entergy
 Gulf States, Inc.



DANIEL F. PACKER                        JERRY W. YELVERTON
Chairman, President, and Chief          Chairman, President, and Chief
 Executive Officer of Entergy            Executive Officer of System
 New Orleans, Inc.                       Energy Resources, Inc.



<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                 SIGNIFICANT FACTORS AND KNOWN TRENDS

      Entergy  Corporation is an investor-owned public utility  holding
company  that  operates through three business segments.  The  domestic
utility  business generates, transmits, distributes, and sells electric
power  to  2.6  million  retail  customers  in  portions  of  Arkansas,
Louisiana,  Mississippi,  and Texas.  The  domestic  utility  business,
particularly  through Entergy Arkansas and Entergy  Gulf  States,  also
generates  some  revenue  from wholesale  electric  power  sales.   The
domestic  non-utility nuclear business owns and operates  four  nuclear
power  plants that it has acquired over the past three years, and sells
electric  power  produced  by  those  plants  to  wholesale  customers.
Domestic  non-utility nuclear also generates some revenue by  providing
operation and maintenance services to the owners of other nuclear power
plants.   The  energy  commodity  services  business  provides   energy
commodity  trading and gas transportation and storage services  through
Entergy-Koch,  L.P.,  and  develops power generation  projects  in  the
United  States and Europe. Following are the percentages  of  Entergy's
consolidated  revenues and net income generated by these  segments  and
the percentage of total assets held by them:

<TABLE>
<CAPTION>

           Segment              % of Revenue        % of Net Income     % of Total Assets
                             2001   2000   1999   2001   2000   1999   2001   2000   1999
<S>                           <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Domestic utility              77     74     73     77     87     93     78     81     82
Domestic non-utility nuclear   8      3      1     17      7      3     13      9      3
Energy commodity services     14     23     26     14      8     (7)     9     10      8
Other                          1      -      -     (8)    (2)    11      -      -      7

</TABLE>


     Following are significant factors and known trends that may affect
our results of operations or financial position.

Critical Accounting Policies

     Accounting  and financial reporting involve significant  estimates
and  judgments,  including  the  selection  of  appropriate  accounting
policies.   Note 1 to the financial statements provides a comprehensive
discussion of Entergy's significant accounting policies.  The following
represent  the  accounting policies that Entergy's management  believes
are  especially  important  to  the reporting  of  Entergy's  financial
position  and  results  of operations, due to  their  significance  and
subjectivity:

     Application  of  SFAS  71  - Entergy's  application  of  SFAS  71,
"Accounting  for  the Effects of Certain Types of Regulation,"  to  its
domestic  utility operations has a significant and pervasive impact  on
accounting  and  reporting  for these operations.   These  matters  are
discussed   in  "Significant  Factors  and  Known  Trends  -  Continued
Application of SFAS 71" and in Note 1 to the financial statements.

     Accounting    for    Decommissioning   -   The   accounting    for
decommissioning  costs  for nuclear power plants  involves  significant
estimates  related to costs to be incurred many years  in  the  future.
Changes   in  these  estimates  could  significantly  impact  Entergy's
financial  position,  results of operations, and cash  flows  (although
estimate  changes for the nuclear plants in Entergy's domestic  utility
operating  segment should be earnings-neutral, because these costs  are
collected from ratepayers).  These issues are discussed in more  detail
in Note 9 to the financial statements.

     Accounting  for  Derivative Instruments  and  Hedges  -  Entergy's
application of the provisions of SFAS 133 and EITF 98-10 to its various
commodity and financial contracts has a significant impact on Entergy's
financial statements.  The risks associated with these instruments  and
Entergy's  accounting  for  them  are  discussed  in  more  detail   in
"Significant Factors and Known Trends - Market Risks Disclosure" and in
Note 15 to the financial statements.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                 SIGNIFICANT FACTORS AND KNOWN TRENDS

      Accounting  for  Equity Method Investees and  Off  Balance  Sheet
Arrangements  -  During  2001,  Entergy entered  into  two  significant
transactions that involved complex accounting judgments:   1)  a  joint
venture  with  Koch  Industries,  Inc.  involving  energy  trading  and
pipeline operations.  This investment is accounted for under the equity
method  of  accounting, and is discussed in more detail in "Results  of
Operations - Energy Commodity Services" and in Note 13 to the financial
statements;  and  2)  a  financing arrangement  for  Entergy's  turbine
acquisition program that involved the sale and assignment of  Entergy's
interests under certain turbine acquisition contracts to an independent
special  purpose entity.  This transaction is described in more  detail
in  "Liquidity  and Capital Resources - Off Balance  Sheet  and  Equity
Method  Investee  Debt, Guarantees of Unconsolidated  Obligations,  and
Lease Obligations."

Domestic Utility Transition to Retail Competition

     The electric utility industry for years has been preparing for the
advent of competition in its business. For most electric utilities, the
transition  from  a  regulated monopoly to a  competitive  business  is
challenging and complex. The new electric utility environment  presents
opportunities to compete for new customers and creates the risk of loss
of  existing customers.  It presents risks along with opportunities  to
enter  into  new  businesses  and to restructure  existing  businesses.
Events  that  occurred in 2001, particularly the crisis in California's
restructured  power supply market, may slow the onset  of  competition.
The  recent  bankruptcy  of  Enron  may  further  retard  the  move  to
competition.

       For  Entergy,  the  domestic  transition  to  competition  is  a
formidable  undertaking, made uniquely difficult because  the  domestic
utility  companies operate in five retail regulatory jurisdictions  and
are  subject to the System Agreement, which contemplates the integrated
operation  of  Entergy's  electric generation and  transmission  assets
throughout  the  retail  service territories. Entergy  is  striving  to
achieve  consistent paths to competition in all five retail  regulatory
jurisdictions.  Nevertheless, actions by one jurisdiction may  conflict
with  actions  by another.  In addition, while the Arkansas  and  Texas
legislatures  have  enacted  laws  to  bring  about  electric   utility
competition,  the  process is going forward only in Texas,  and  retail
competition in Entergy Gulf States' service area is subject to a  delay
in  that  state.   Entergy is continuing to work  with  regulatory  and
legislative  officials  in all jurisdictions  in  designing  the  rules
surrounding  the implementation of a competitive electricity  industry.
There  can  be  no assurance given as to the timing or results  of  the
transition to competition in Entergy's service territories.   Following
is a summary of the status of the transition to competition in the five
retail jurisdictions:

                                                  % of Entergy's
                                                 Consolidated 2001
                                                 Revenues Derived
                                               from Retail Electric
                                                Utility Operations
Jurisdiction    Status of Retail Open Access    in the Jurisdiction

Arkansas      Commencement delayed by  amended         13.6%
              law   until  at  least   October
              2003,   APSC   has   recommended
              delay until at least 2010.
Texas         Delayed    until    at     least         10.7%
              September  15, 2002  in  Entergy
              Gulf  States' service area in  a
              settlement   approved   by   the
              PUCT.
Louisiana     The  LPSC  has deferred pursuing         33.4%
              retail   open  access,   pending
              developments  at   the   federal
              level and in other states.
Mississippi   MPSC    has   recommended    not         9.8%
              pursuing  open  access  at  this
              time.
New Orleans   City   Council  has   taken   no         5.1%
              action   on  Entergy's  proposal
              filed in 1997.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                 SIGNIFICANT FACTORS AND KNOWN TRENDS

Arkansas

      Under  current Arkansas legislation, the target date  for  retail
open  access has been delayed until no sooner than October 1, 2003  and
no  later than October 1, 2005.  In December 2001, the APSC recommended
to the Arkansas General Assembly that legislation be enacted during the
2003  legislative session to either repeal the legislation  authorizing
retail  open access or further delay retail open access until at  least
2010.   Entergy  Arkansas supports the proposal for  further  delay  of
retail  open  access but opposes repeal of deregulation legislation  as
premature at this time.

Texas

      In  June 1999, the Texas legislature enacted a law providing  for
competition  in  the  electric  utility industry  through  retail  open
access.   With retail open access, generation and a new retail electric
provider  operation  are competitive businesses, but  transmission  and
distribution  operations  continue to be  regulated.   The  new  retail
electric  providers  are the primary point of contact  with  customers.
Although  retail  open access legislation is in  place  in  Texas,  its
implementation  in Entergy Gulf States' territory is delayed  until  at
least September 15, 2002.

      Pursuant to the provisions of the retail open access law, Entergy
Gulf States' business separation plan provides that Entergy Gulf States
will be divided into:

     o a Texas distribution company;
     o an intermediate transmission company;
     o a Texas generation company;
     o at least two Texas retail electricity providers; and
     o a Louisiana company that will encompass distribution, generation,
       transmission, and retail operations.

     Several proceedings necessary to implement retail open access  are
still  pending,  including proceedings to set the  price-to-beat  rates
that will be charged by Entergy's retail electric service provider,  to
implement Entergy Gulf States' business separation plan, and to form an
RTO  that  includes Entergy's service area.  In addition, the LPSC  has
not  approved for the Louisiana jurisdictional operations the  transfer
of  generation assets to, or a power purchase agreement with, Entergy's
proposed Texas generation company.

Louisiana

      In  a July 2001 report to the LPSC, the LPSC staff concluded that
retail  competition is not in the public interest at this time for  any
customer  class.  Nevertheless, the LPSC staff recommended that  retail
open access be made available for certain large industrial customers as
early  as  January  2003.   An  eligible customer  choosing  to  go  to
competition would be required to provide its utility with a minimum  of
six  months notice prior to the date of retail open access.   The  LPSC
staff  report also recommended that all customers who do not  currently
co- or self-generate, or have co- or self-generation under construction
as of a date to be specified by the LPSC, remain liable for their share
of  stranded costs.  During its October 2001 meeting, the LPSC  adopted
dates  by  which a total of 800 MW of co- or self-generation  could  be
developed in Louisiana without being affected by stranded costs. During
its  November 2001 meeting, the LPSC decided not to adopt  a  plan  for
retail  open  access  at  this time, but to  have  collaborative  group
meetings concerning open access from time to time, and to have the LPSC
staff  monitor developments in neighboring states and to report to  the
LPSC  regarding  the  progress of retail access developments  in  those
states.


<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                 SIGNIFICANT FACTORS AND KNOWN TRENDS

Continued Application of SFAS 71

      The  domestic  utility companies' and System  Energy's  financial
statements  primarily reflect assets and costs based on existing  cost-
based ratemaking regulation in accordance with SFAS 71, "Accounting for
the  Effects  of  Certain  Types  of  Regulation."   Under  traditional
ratemaking practice, regulated electric utilities are granted exclusive
geographic  franchises to sell electricity.  In return,  the  utilities
must  make  investments  and  incur  obligations  to  serve  customers.
Prudently  incurred  costs are recovered from customers  along  with  a
return  on  investment.   Regulators may  require  utilities  to  defer
collecting  from customers some operating costs until  a  future  date.
These deferred costs are recorded as regulatory assets in the financial
statements.   In  order to continue applying SFAS 71 to  its  financial
statements, a utility's rates must be set on a cost-of-service basis by
an  authorized body and the rates must be charged to and collected from
customers.

      As  the  generation portion of the utility industry moves  toward
competition, it is likely that generation rates will no longer  be  set
on  a  cost-of-service basis.  When that occurs, the generation portion
of  the  business could be required to discontinue application of  SFAS
71.   The result of discontinuing application of SFAS 71 would  be  the
removal  of  regulatory assets and liabilities from the balance  sheet,
and  could include the recording of asset impairments.  This result  is
because  some  of the costs or commitments incurred under  a  regulated
pricing  system  might be impaired or not recovered  in  a  competitive
market.  These costs are referred to as stranded costs.

      In the non-unanimous settlement agreement filed with the PUCT  by
Entergy  Gulf States in March 2001 described above, the parties  agreed
that  Entergy  Gulf  States  will not implement  a  charge  to  recover
stranded  costs  in Texas.  A rider to recover nuclear  decommissioning
costs  will  be  implemented.  The PUCT approved the settlement  in  an
interim  written order issued in May 2001.  In December 2001, the  PUCT
abated  the  proceeding until a date closer to opening  the  market  to
retail open access.

      Management  believes that definitive outcomes have not  yet  been
determined regarding the transition to competition in any of  Entergy's
jurisdictions.   While  Arkansas and Texas  have  enacted  retail  open
access  laws  as  described  above, Entergy believes  that  significant
issues remain to be addressed by Arkansas and Texas regulators, and the
enacted laws do not provide sufficient detail to determine definitively
the  impact  on  Entergy Arkansas' and Entergy Gulf  States'  regulated
operations.   Resolution  of the regulatory proceedings  affecting  the
transition  to  competition of Entergy Gulf  States'  Texas  generation
business may require the discontinuance of the application of  SFAS  71
accounting  treatment to that business.  Management does not  expect  a
material  adverse effect on Entergy's and Entergy Gulf States'  results
of  operations if SFAS 71 accounting treatment for the Texas generation
business  is  discontinued.  Several uncertainties still exist  in  the
transition  to  competition  in Texas, including  the  effects  of  the
settlement  agreement that the PUCT approved that  delays  retail  open
access  until  at  least September 15, 2002, and  the  effects  of  the
ongoing proceedings in Texas.  Therefore, the criteria under EITF  97-4
for  discontinuing SFAS 71 treatment have not been met as  of  December
31, 2001.

Federal deregulation legislation

      Over  the  past  several  years, a  number  of  bills  have  been
introduced  in the United States Congress to deregulate the  generation
function  of  the  electric power industry.  The bills  generally  have
provisions that would give retail consumers the ability to choose their
own  electric service provider.  Entergy Corporation has supported some
deregulation  legislation in Congress that would  lead  to  an  orderly
transition  to  competition  and would also  repeal  PUHCA  and  PURPA.
Congressional   sentiment  appears  to  be  against  mandating   retail
competition  by  a  certain  date and  in  favor  of  clarifying  state
authority to order retail choice for consumers.  Congress adjourned  in
2001 without final action on a deregulation bill by a committee of  the
House  or  Senate, and has not taken any significant action on  such  a
bill in its 2002 session thus far.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                 SIGNIFICANT FACTORS AND KNOWN TRENDS

State and Local Rate Regulation and Fuel-Cost Recovery

     The retail regulatory basis for setting rates for electric service
is shifting in some jurisdictions from traditional, exclusively cost-of-
service regulation to include performance-based elements.  Performance-
based  formula  rate plans are designed to reward increased  efficiency
and  productivity, with utility shareholders and customers  sharing  in
the   benefits.    Entergy  Mississippi  and  Entergy  Louisiana   have
implemented  performance-based rate plans, although Entergy Louisiana's
formula rate plan expired at the end of 2001.  Entergy plans to propose
a statewide formula rate plan in Louisiana, which would include Entergy
Louisiana and Entergy Gulf States.

      If  a statewide formula rate plan is not adopted in Louisiana  in
2002, Entergy Gulf States will have to file a cost-of-service rate case
by  mid-2002, and Entergy Louisiana may have to file a rate case in the
same timeframe. These filings are required because Entergy Gulf States'
annual  earnings review requirement ceased after the 2001  filing,  and
Entergy  Louisiana's formula rate plan expired with  the  2001  filing.
These  cost-of-service rate cases would be in addition to  the  Entergy
New  Orleans  case that is scheduled to be filed by mid-2002.

      In  addition  to  their rate proceedings,  the  domestic  utility
companies'   fuel  costs  recovered  from  customers  are  subject   to
regulatory  scrutiny.   This regulatory risk  represents  the  domestic
utility companies' largest potential exposure to price changes  in  the
commodity markets.

      The domestic utility companies' retail and wholesale rate matters
and  proceedings,  including fuel cost recovery-  related  issues,  are
discussed more thoroughly in Note 2 to the financial statements.

System Agreement Proceedings

      The  System  Agreement  provides  for  the  integrated  planning,
construction,  and  operation  of  Entergy's  electric  generation  and
transmission  assets throughout the retail service territories  of  the
domestic  utility  companies. Under the terms of the System  Agreement,
generating  capacity  and other power resources are  shared  among  the
domestic utility companies.  The System Agreement provides that parties
having  generating reserves greater than their load requirements  (long
companies)   shall   receive  payments  from   those   parties   having
deficiencies  in generating reserves (short companies).  Such  payments
are at amounts sufficient to cover certain of the long companies' costs
for  generating  units  fueled  by  oil  or  gas,  including  operating
expenses, fixed charges on debt, dividend requirements on preferred and
preference  stock,  and  a  fair  rate  of  return  on  common   equity
investment.   In addition, for all energy exchanged among the  domestic
utility  companies under the System Agreement, the short companies  are
required  to  pay the cost of fuel consumed in generating  such  energy
plus a charge to cover other associated costs.

      The  LPSC and the Council commenced a proceeding in 2001  at  the
FERC that requests amendments to the System Agreement, particularly  in
the  area  of production cost equalization.  The LPSC and Council  also
allege  that certain provisions of the System Agreement increase  costs
paid  by  the ratepayers in their jurisdictions.  The APSC,  MPSC,  and
Entergy  have  each  opposed the relief sought  by  the  LPSC  and  the
Council.   The  LPSC also instituted a proceeding in 2001  to  litigate
several of the same issues.  In the proceeding, the LPSC also questions
whether Entergy Louisiana and Entergy Gulf States were prudent for  not
seeking  changes to the System Agreement previously,  so  as  to  lower
costs imposed upon their ratepayers and to increase costs imposed  upon
ratepayers  of  the  other  domestic utility companies.   The  domestic
utility  companies have challenged the propriety of the LPSC litigating
these  issues,  and will oppose the relief sought by  the  LPSC  staff.
Nevertheless, the decisions in these proceedings could affect the rates
charged to ratepayers by the individual domestic utility companies, and
the timing and outcome of these proceedings cannot be predicted at this
time.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                 SIGNIFICANT FACTORS AND KNOWN TRENDS

Industrial, Commercial, and Wholesale Customers

      Some  of  Entergy  Gulf  States' and  Entergy  Louisiana's  large
industrial and commercial customers continually explore ways to  reduce
their energy costs.  In particular, cogeneration is an option available
to   a   significant  portion  of  Entergy  Gulf  States'  and  Entergy
Louisiana's industrial customer base.  Entergy responds by working with
industrial  and  commercial customers and negotiating electric  service
contracts  that provide service at rates lower than would otherwise  be
charged.   Despite  these  actions, Entergy  Gulf  States  and  Entergy
Louisiana   each   expect  to  lose  large  industrial   customers   to
cogeneration by the end of 2002.  Entergy Gulf States expects  to  lose
two customers that accounted for approximately 1% of its net revenue in
2001.  Entergy Louisiana expects to lose a customer that accounted  for
approximately  2% of its net revenue in 2001.  In addition  to  working
with  its  current customers, Entergy also continually participates  in
economic  development  activities  that  can  increase  industrial  and
commercial energy demand, from both current and new customers.

      Entergy  also faces competition in making wholesale power  sales.
In  2001,  Entergy Arkansas lost a contract with a municipal  wholesale
customer  that accounted for approximately 2% of its 2001 net  revenue.
The  current contract with this customer expires on June 30,  2002,  at
which  time the customer will buy power from another supplier.  Entergy
Arkansas   is   aggressively  pursuing  other  wholesale  power   sales
opportunities, however, to offset the revenue loss resulting  from  the
loss of this contract.

Attacks of September 11, 2001

      Since  the attacks on New York and Washington, D.C. on  September
11,  2001,  security at Entergy's nuclear power plants has  been  at  a
heightened  alert  level.  Entergy is working with the  NRC  and  other
government agencies on security at its nuclear sites.  Based on current
security  plans,  management  does not  expect  a  material  effect  on
Entergy's  financial  statements  to result  from  additional  security
measures  that may be implemented at its nuclear sites.   As  the  NRC,
other  governmental  entities, and the industry  continue  to  consider
security  issues,  it  is possible that more extensive  security  plans
requiring higher-than-expected costs could be required.

Environmental Matters

      Entergy is subject to federal and state regulation regarding  air
and  water quality and other environmental matters.  The Clean Air  Act
amendments  of  1990  established programs to control  sulfur  dioxide,
nitrogen  oxides,  and  hazardous  air pollutant  emissions  (primarily
mercury).   The  ozone non-attainment program for control  of  nitrogen
oxides  currently  impacts  Entergy  Gulf  States'  operations  in  the
Beaumont and Houston areas.  Entergy expects to incur up to $54 million
in  capital costs through 2007 to comply with the program controls.  In
addition,  Entergy Gulf States expects to spend up to  $72  million  in
capital  costs  through 2005 if LDEQ-proposed controls  for  the  Baton
Rouge area are implemented.

      The  United  States  Congress  is considering  a  multi-pollutant
approach to reauthorization of the Clean Air Act.  In addition  to  the
three  types  of  emissions mentioned above,  Congress  is  considering
controls  on  carbon  dioxide  emissions.   Entergy  is  committed   to
environmental  compliance,  and  its high  percentage  of  nuclear  and
natural  gas capacity gives it an advantage when compared to the  costs
other  utilities  will face from potential environmental  requirements.
Furthering its commitment to reduce emissions, Entergy purchased 80  MW
of wind-powered capacity in December 2001, and will consider additional
investment in wind power.

Nuclear Matters

     Concerns continue to be expressed in public forums about the safety
of nuclear generation units and nuclear fuel.   These concerns have led
to various proposals being made to federal authorities  as  well  as in
some of  the  localities  where Entergy  owns  nuclear  power  plants
for  legislative  and regulatory  changes that could lead to shut down
of  nuclear units, denial of life extension applications, unavailability
of  sites for spent nuclear fuel disposal, or other  adverse effects
on  nuclear generation.  Entergy currently  owns  9 nuclear  generation
units and has agreed to acquire a  tenth unit.   If any of these
proposals become effective,  it  may have  a material adverse effect on
the results of operations or financial condition of Entergy.

<PAGE>

                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                 SIGNIFICANT FACTORS AND KNOWN TRENDS

Market Risks Disclosure

      Entergy is exposed to the following market risks (market risk  is
the   risk   of  changes  in  the  value  of  commodity  and  financial
instruments, or in future operating results or cash flows, in  response
to changing market conditions):

     o the commodity price risk associated with its energy commodity
       services segment;
     o the foreign currency exchange rate risk associated with certain of
       its contractual obligations;
     o the  interest rate risk associated with variable rate credit
       facilities in its energy commodity services segment; and
     o the interest rate and equity price risk associated with  its
       investments in decommissioning trust funds.

In  addition to these market risks, Entergy is also exposed  to  credit
risk.   Credit  risk is risk of loss from nonperformance by  suppliers,
customers,  or  financial counter-parties to a contract  or  agreement.
Where  it is a significant consideration, counter-party credit risk  is
addressed in the discussions that follow.

Commodity Price Risk

Power Generation

      The sale of electricity from the power generation plants owned by
Entergy's non-utility nuclear business and energy commodity services is
subject  to  the  fluctuation of market power prices.   Entergy's  non-
utility  nuclear  business has entered into power  purchase  agreements
(PPAs)  to  sell  the  power produced by its  power  plants  at  prices
established  in the PPAs.  To the extent that a plant's output  is  not
subject  to a PPA, power sales would be subject to market fluctuations.
Following is a summary of the amount of the Entergy non-utility nuclear
business'  capacity  currently subject to PPAs.  Entergy  continues  to
pursue opportunities to extend the existing PPAs and to enter into  new
PPAs with other parties.

                                         Capacity subject to PPAs
                    Entergy's Capacity
Power Pool          in the Power Pool    2002   2003  2004  2005

New York ISO         2,775 MW            100%   100%   79%   0%
ISO New England        670 MW            100%   85%    85%  20%

In  addition, Entergy will sell 100% of Vermont Yankee's output  up  to
its  rated  capacity  to  Vermont Yankee  Nuclear  Power  Corporation's
current  owner-utilities  under a 10-year PPA executed  in  conjunction
with  the transaction, which management expects to close in the  summer
of  2002.   The  PPA  includes an adjustment clause  where  the  prices
specified  in the PPA will be adjusted downward annually, beginning  in
2006, if power market prices drop below the PPA prices.  Vermont Yankee
is a part of ISO New England.

     Under the PPAs with NYPA for the output of power from Indian Point
3  and FitzPatrick, Entergy's non-utility nuclear business is obligated
to  produce at an average capacity factor of 85% with a financial true-
up  payment due to NYPA should NYPA's cost to purchase power due to  an
output  shortfall be higher than the PPAs' price. These plants operated
at  94% and 99% capacity factors, respectively, in 2001.  The financial
true-up  obligation  is  guaranteed up to $20  million  by  an  Entergy
affiliate.

<PAGE>

                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                 SIGNIFICANT FACTORS AND KNOWN TRENDS

       Energy  commodity  services  enters  into  forward  power   sale
agreements  to  hedge its exposure to market price  fluctuations.   The
following represents the percentage of planned electricity output under
physical   or   financial  contract  for  energy  commodity   services'
generation facilities as of December 31, 2001:

                               2002                  2003
                                   % under                 % under
                     Planned GWH  contract    Planned GWH contract
Peaking plants             303       81%           345       12%
Base load plants         8,089       62%        10,463       25%

      In  many  regions  of  the United States the  spark  spread,  the
difference  between the price of electricity and the price  of  natural
gas  at certain conversion efficiencies, has declined significantly  in
2001.   The decline is adversely impacting the profitability  of  power
projects  selling  into power markets on a spot  or  short-term  basis.
Energy  commodity services actively manages its assets as an investment
portfolio, and attempts to maximize flexibility to respond to different
market  environments.   Active management of the  portfolio  by  energy
commodity  services is expected to result in: the commercial  operation
of  projects  by  energy commodity services; the sale  of  projects  at
various  stages  in their planning, development, or operation;  or  the
abandonment of projects.  Entergy continually monitors industry  trends
in  order to determine whether asset impairments or other losses  could
result  from  a  decline in value, or cancellation, of  merchant  power
projects   and  the  related  turbines,  and  records  provisions   for
impairments and losses accordingly.

Marketing and Trading

     The  earnings of Entergy's energy commodity services  segment  are
exposed  to  commodity price market risks through Entergy's  50%-owned,
unconsolidated  investment  in Entergy-Koch, energy-related  derivative
commodity  and  financial  instruments  held  by  certain  consolidated
subsidiaries,  and Entergy's consolidated power marketing  and  trading
business  in  2000,  which was contributed to Entergy-Koch  in  January
2001.

     Entergy-Koch  Trading  (EKT) and Entergy use  VAR  models  as  one
measure  of  the market risk of a loss in fair value for EKT's  natural
gas and power trading portfolio and energy commodity services' mark-to-
market  portfolio.   VAR  acts  in  conjunction  with  stress  testing,
position  reporting, and profit and loss reporting in order to  measure
and control the risk inherent in these portfolios.  The primary use  of
VAR  is  to  provide  a benchmark for market risk  contained  in  these
portfolios.   VAR does not function as a comprehensive measure  of  all
risks in the portfolios.

     EKT's  and  Entergy's  calculations of VAR exposure  represent  an
estimate of reasonably possible net losses that would be recognized  on
portfolios   of  commodities  and  derivative  financial   instruments,
assuming hypothetical movements in prices.  VAR does not represent  the
maximum  possible  loss, because actual future gains  and  losses  will
differ  from those estimated based upon actual fluctuations  in  market
rates, operating exposures, and the timing thereof, and changes in  the
portfolio of derivative financial instruments during the year.

EKT

     To  manage  its portfolio, EKT enters into various derivative  and
contractual transactions in accordance with the policy approved by  the
trading  committee of the governing board of its general partner.   The
trading  portfolio consists of physical and financial natural  gas  and
power  as  well  as other energy and weather-related contracts.   These
contracts  take  many  forms, including futures, forwards,  swaps,  and
options.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                 SIGNIFICANT FACTORS AND KNOWN TRENDS

     EKT  estimates  its VAR using a model based on J.P. Morgan's  Risk
Metrics  methodology  combined with a Monte Carlo simulation  approach.
EKT  estimates  its daily VAR for natural gas and power using  a  97.5%
confidence level.  EKT's daily VAR is a measure that indicates that, if
prices  moved  against  the  positions, the loss  in  neutralizing  the
portfolio  would  not  be expected to exceed the calculated  VAR.   EKT
seeks  to  limit  the daily VAR on any given day to  a  certain  dollar
amount  approved by the trading committee.  EKT's daily VAR for natural
gas  at December 31, 2001 was $4 million, with an average of $3 million
for  the year, and its daily VAR for power at December 31, 2001 was  $2
million, with an average of $1 million for the year.

     For all derivative and contractual transactions, EKT is exposed to
losses  in  the  event  of nonperformance by counter-parties  to  these
transactions.   EKT's  operations are  primarily  concentrated  in  the
energy industry.  Its trade receivables and other financial instruments
are  predominantly with energy, utility, and financial services related
companies, as well as other trading companies in the United States, UK,
and   Western  Europe.   EKT  maintains  credit  policies,  which   its
management  believes  minimize overall credit  risk.   Prospective  and
existing  customers are reviewed for creditworthiness based  upon  pre-
established  standards,  with customers not meeting  minimum  standards
providing  various  requisite  secured  payment  terms,  including  the
posting of cash collateral.  EKT also has master netting agreements  in
place that allow EKT to offset gains and losses arising from derivative
instruments that may be settled in cash and/or gains and losses arising
from  derivative  instruments that may be settled with  the  underlying
physical  commodity.   EKT's  policy is to  have  such  master  netting
agreements in place with significant counter-parties.  Based  on  EKT's
policies, risk exposures, and valuation adjustments related to  credit,
EKT  does  not  anticipate a material adverse effect on  its  financial
position as a result of counter-party nonperformance.

Other Marketing and Trading

      The  energy commodity services segment's VAR methodology for  its
derivative  instruments, and for its consolidated power  marketing  and
trading  business in 2000, uses a variance/covariance approach  to  the
measurement  of market risk.  The variance/covariance approach  assumes
that  prices  follow  a  "random-walk"  process  in  which  prices  are
lognormally distributed.  This approach requires the following inputs:

  o a  test  with  a  97.5%  confidence  interval  that  measures  the
    probability of loss; and
  o a  cross-product correlation matrix that measures the tendency  of
    different basis products to move together.

Energy commodity services' consolidated subsidiaries VAR for its  mark-
to-market derivative instruments was approximately $7.3 million  as  of
December  31,  2001.   Management excludes  the  long-term  gas  supply
contract  for its UK power plant from this VAR computation due  to  its
size  and  length.  Management estimates that a 10% change  in  UK  gas
prices  would  result  in approximately a $7.7 million  change  in  net
income due to mark-to-market accounting for this contract.

     Power marketing and trading's VAR was approximately $3 million  as
of December 31, 2000.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                 SIGNIFICANT FACTORS AND KNOWN TRENDS

Mark-to-market accounting

     As  required by generally accepted accounting principles,  Entergy
and  Entergy-Koch mark-to-market commodity instruments held by them for
trading  and  risk management purposes that are considered  derivatives
under   SFAS  133  or  energy  trading  contracts  under  EITF   98-10.
Conversely, commodity contracts that are not considered derivatives  or
energy  trading  contracts,  generally because  they  involve  physical
delivery  of  a commodity to the purchaser, are not marked  to  market.
Examples of commodity instruments that are marked to market include:

     o commodity options, swaps, and forwards that are expected to be net
       settled;
     o power sales agreements that do not involve delivery of power from
       Entergy's power plants; and
     o fuel supply contracts with volumetric optionality.

Examples of commodity contracts that are not marked to market include:

     o the PPAs for Entergy's domestic non-utility nuclear plants;
     o capacity purchases and sales by the domestic utility companies;
       and
     o forward contracts that will result in physical delivery.

     Fair  value estimates of the commodity instruments that are marked
to  market are made at discrete points in time based on relevant market
information.     Market  quotes  are used  in  determining  fair  value
whenever  they  are  available.  When market quotes are  not  available
(e.g.,  in  the  case  of  a  long-dated  commodity  contract),   other
information  is  used,  including  transactional  data  and  internally
developed   models.   Fair  value  estimates  based  on   these   other
methodologies  are  necessarily  subjective  in  nature   and   involve
uncertainties  and matters of significant judgment.  Therefore,  actual
results may differ from these estimates.  Following are the net mark-to-
market  assets and the period within which the assets would be realized
in cash if they are held to maturity and market prices are unchanged:
<TABLE>
<CAPTION>

                                    Net mark-to-
                                  market asset at    Cumulative cash realization
                                   Dec. 31, 2001               period
                                                     2002       2003     2004-2005
<S>                                 <C>               <C>        <C>       <C>
Entergy consolidated subsidiaries    $41 million      55%        98%       100%
Entergy-Koch                        $107 million      10%        83%       100%
</TABLE>

Foreign Currency Exchange Rate Risk

      System  Fuels and Entergy's domestic non-utility nuclear business
entered  into  foreign currency forward contracts to  hedge  the  Euro-
denominated  payments  due  under  certain  purchase  contracts.    The
notional  amounts  of the foreign currency forward contracts  are  61.3
million Euro ($54.5 million) and the forward currency rates range  from
..8690  to  .8981.  The maturities of these forward contracts depend  on
the purchase contract payment dates and range in time from June 2002 to
February  2004.  The mark-to-market valuation of the forward  contracts
at December 31, 2001 was a net liability of $0.4 million.  The counter-
party  banks  obligated on these agreements are rated by  Standard  and
Poor's  Rating  Services at AA on their senior debt obligations  as  of
December 31, 2001.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                 SIGNIFICANT FACTORS AND KNOWN TRENDS

Interest Rate Risk - Debt

      Entergy uses interest rate swaps to reduce the impact of interest
rate  changes  on  the Damhead Creek variable-rate  credit  facilities.
Under the interest rate swap agreements, Entergy receives floating-rate
interest  payments and pays fixed-rate interest rate payments over  the
life  of  the  agreements.   The floating-rate  interest  that  Entergy
receives  is  approximately equal to the interest it must  pay  on  the
variable-rate  credit facilities.  Therefore, through the  use  of  the
swap  agreements, Entergy effectively achieves a fixed rate of interest
on  the credit facilities. The following details information about  the
interest rate swaps as of December 31, 2001:

                                   Average
               Notional Amount      Fixed   Maturity  Fair value
                                  Pay Rate

Damhead Creek  BPS275.8 million     6.52%     2010    BPS15.9 million
               ($396.8 million)                       liability ($22.9
                                                      million)

The counter-party banks obligated on these interest swaps are rated  by
Standard & Poor's Rating Services at AA- or higher on their senior debt
obligations.

Interest Rate and Equity Price Risk - Decommissioning Trust Funds

      Entergy's  nuclear  decommissioning  trust  funds  expose  it  to
fluctuations  in  equity prices and interest rates.  The  NRC  requires
Entergy to maintain trusts to fund the costs of decommissioning ANO  1,
ANO 2, River Bend, Waterford 3, Grand Gulf 1, Pilgrim, and Indian Point
1  and  2  (NYPA  currently  retains  the  decommissioning  trusts  and
liabilities  for  Indian  Point  3 and  Fitzpatrick).   The  funds  are
invested  primarily  in  equity  securities;  fixed-rate,  fixed-income
securities;  and cash and cash equivalents.  Management  believes  that
its  exposure  to  market  fluctuations  will  not  affect  results  of
operations for the ANO, River Bend, Grand Gulf 1, and Waterford 3 trust
funds  because of the application of regulatory accounting  principles.
The  Pilgrim  and  Indian Point 1 and 2 trust funds  collectively  hold
approximately $542 million of fixed-rate, fixed-income securities as of
December  31,  2001.  These securities have an average coupon  rate  of
approximately 6.8%, an average duration of approximately 5.4 years, and
an average maturity of approximately 8.3 years.  The Pilgrim and Indian
Point  1  and  2  trust funds also collectively hold equity  securities
worth  approximately  $272  million as of  December  31,  2001.   These
securities  are  held  in  funds that are designed  to  approximate  or
somewhat  exceed the return of the Standard & Poor's  500  Index.   The
decommissioning trust funds are discussed more thoroughly  in  Notes  1
and 9 to the financial statements.

Litigation Environment

      The  four states in which the domestic utility companies operate,
in  particular  Louisiana, Mississippi, and Texas, have  proven  to  be
unusually  litigious  environments.  Judges and  juries  in  Louisiana,
Mississippi, and Texas have demonstrated a willingness to  grant  large
verdicts, including punitive damages, to plaintiffs in personal injury,
property  damage,  and  business tort cases.  Entergy  uses  legal  and
appropriate means to contest litigation threatened or filed against it,
but  the  litigation  environment in these states poses  a  significant
business risk.

New Accounting Pronouncements

     The FASB issued several new accounting pronouncements in mid-2001.
See Note 1 to the financial statements for a discussion of the expected
effects of these pronouncements on Entergy.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                    LIQUIDITY AND CAPITAL RESOURCES

Cash Flow

Operations

      Net  cash flow provided by operating activities for Entergy,  the
domestic  utility  companies, and System Energy  for  the  years  ended
December 31, 2001, 2000, and 1999 was:

                                 2001        2000       1999
                                         (In Millions)

           Entergy              $2,215.5    $1,967.8   $1,389.0
           Entergy Arkansas     $  413.2    $  421.6   $  352.6
           Entergy Gulf States  $  338.5    $  403.9   $  387.6
           Entergy Louisiana    $  430.5    $  270.4   $  410.4
           Entergy Mississippi  $  178.1    $  182.3   $  142.4
           Entergy New Orleans  $   77.7    $   30.5   $   60.2
           System Energy        $  165.9    $  395.6   $  102.8


      Entergy's  consolidated  net  cash  flow  provided  by  operating
activities increased in 2001 primarily due to:

     o an increase, after eliminating the effect of money pool activity,
       of  $432 million in cash provided by the parent company, Entergy
       Corporation, primarily due to decreased income taxes paid resulting
       from book and tax income timing differences and the receipt of a
       federal tax refund associated primarily with deductions for 2000 ice
       storm costs, partially offset by increased interest expense and the
       payment of FPL merger-related costs; and
     o an increase of $171 million in cash provided by the domestic non-
       utility nuclear business, primarily from the operation of the
       FitzPatrick and Indian Point 3 plants purchased in the fourth quarter
       of 2000 and the Indian Point 2 plant purchased in the third quarter of
       2001.

      These  increases  were  partially offset  by  a  decrease,  after
eliminating the effect of money pool activity, of $129 million in  cash
provided  by the domestic utility companies and System Energy  and  net
cash  used  of  $128 million in 2001 compared to net cash  provided  of
$64.3  million  in 2000 by the energy commodity services  segment.  The
energy  commodity  services segment includes the EWO business  and  the
Entergy-Koch joint venture.  In 2001, EWO used $73 million of net  cash
in operating activities; in 2000, EWO provided $37 million of operating
cash  flow.  This fluctuation is primarily due to a net loss, excluding
the  gain  on the sale of the Saltend plant, generated in 2001 compared
with  net  income generated in 2000.  Entergy's investment in  Entergy-
Koch  used  $55  million of net cash in operating  activities  in  2001
compared  with  power marketing and trading providing  $27  million  of
operating  cash  flow in 2000.  This fluctuation is primarily  because,
although income from this activity is higher in 2001, Entergy  has  not
received dividends from Entergy-Koch, as the joint venture is currently
retaining capital for trading opportunities.

      Entergy Louisiana made a tax accounting election in 2001 that  is
expected to provide a cash flow benefit in 2002 through 2005.  For  the
years 2006 through 2031, this benefit is expected to reverse, resulting
in  increased tax payments.  The amount of the benefits in 2002 through
2005  will vary, depending on market prices of power, but it is  likely
to be substantial.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                    LIQUIDITY AND CAPITAL RESOURCES

      Money pool activity also affected the operating cash flows of the
domestic utility companies and System Energy.  The following represents
the domestic utility companies and System Energy's receivables from and
(payables)  to the money pool as of December 31 for each of  the  years
presented  below.  An increase in a company's (payable)  to  the  money
pool  increases the operating cash flow of that company.   An increased
in  a  company's receivable from the money pool decreases the operating
cash flow of that company.

         Company            2001         2000         1999
                                     (In Millions)

   Entergy Arkansas         $23.8      ($30.7)       ($40.6)
   Entergy Gulf States      $27.7       $23.4        ($36.1)
   Entergy Louisiana         $3.8       $22.9        ($91.5)
   Entergy Mississippi      $11.5      ($33.3)       ($50.0)
   Entergy New Orleans       $9.2       ($5.7)        ($9.6)
   System Energy            $13.9      $155.3        $234.2

See  Note 4 to the financial statements for a description of the  money
pool.

      The  reduction in System Energy's net cash provided by  operating
activities  in 2001 was caused by its payment of a refund to  the  four
domestic  utility companies that buy power from Grand Gulf 1.   In  the
third  quarter  of  2001, System Energy's 1995 rate  proceeding  became
final.   System Energy refunded a total of $530.7 million  in  December
2001  to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi,  and
Entergy  New  Orleans.   A  total of $108.4 million  will  in  turn  be
refunded to the customers of these domestic utility companies in  early
2002.   Refunds  to  customers will be lower than the amounts  received
from  System Energy because the utility companies did not pass  through
to  customers  all  of  System Energy's proposed  rate  increase.   The
refunds  from  System  Energy  and the amounts  due  customers  are  as
follows:

                             System Energy     Refund due
                                 refund         customers
                                      (In Millions)
         Entergy Arkansas        $191.1           $53.7
         Entergy Louisiana        $74.3           $ 6.2
         Entergy Mississippi     $175.1           $14.8
         Entergy New Orleans      $90.2           $33.6

See Note 2 to the financial statements for additional discussion of the
rate proceeding and refunds.

     Entergy's consolidated cash flow from operations increased in 2000
primarily  due  to  the domestic utility companies  and  System  Energy
providing  an additional $277.5 million and the competitive  businesses
providing an additional $223.7 million to operating cash flows for  the
year ended December 31, 2000.

     Fuel  cost  recovery activity in 2000 significantly  affected  the
operating  cash flows for the domestic utility companies.  Historically
high  natural gas and purchased power costs in 2000 caused the domestic
utility  companies' fuel payments to increase significantly during  the
year.   In  the case of Entergy Arkansas, the Texas portion of  Entergy
Gulf  States,  and Entergy Mississippi, the 2000 under-recoveries  have
been  treated  as  regulatory investments in the cash  flow  statements
because  those  companies are allowed by their regulatory jurisdictions
to recover the fuel costs accumulated in 2000 over longer than a twelve-
month period, and are earning a return on the under-recovered balances.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                    LIQUIDITY AND CAPITAL RESOURCES

     Entergy  Arkansas' and Entergy Gulf States' operating  cash  flows
were  also affected by increases in their net income for the year ended
December  31,  2000.  The increase in operating cash flow  for  Entergy
Gulf  States was partially offset by the increased use of cash for fuel
costs  related to the Louisiana jurisdiction and refunds of $83 million
paid  to  Louisiana customers during the third quarter  of  2000  as  a
result  of earnings reviews settled with the LPSC, as discussed further
in  Note 2 to the financial statements.  The decrease in operating cash
flow for Entergy Louisiana and Entergy New Orleans was partially caused
by the increased use of cash related to fuel costs in 2000.

      The  increase in operating cash flow in 2000 for the  competitive
businesses is attributable to the following:

     o the operations of Pilgrim, Indian Point 3, and FitzPatrick that
       primarily caused an increase of $73.9 million in operating cash flow
       from the domestic non-utility nuclear business; and
     o net income generated by and improved operations in the power
       marketing and trading and power development businesses in 2000, which
       resulted in an additional $40.2 million and $91.0 million of operating
       cash flow, respectively, compared with net losses from their operations
       in 1999.

Pilgrim was purchased in July 1999 and provided operating cash flow for
all  of 2000 compared with only six months in 1999.  Indian Point 3 and
FitzPatrick were purchased in November 2000 and provided operating cash
flow for two months in 2000.

Investing Activities

     Net  cash used in investing activities increased in 2001 primarily
due to:

     o approximately $600 million paid to acquire the Indian Point 2
       nuclear plant in the third quarter of 2001;
     o cash contributions of approximately $414 million made in the
       formation of Entergy-Koch;
     o investments used as collateral for letters of credit by  the
       domestic non-utility nuclear business discussed below in "Uses of
       Capital - Domestic Non-Utility Nuclear"; and
     o the maturity of other temporary investments in 2000 and additional
       temporary investments made in 2001.

     The  following  factors partially offset the overall  increase  in
cash used in investing activities for 2001:

     o receipt of approximately $810 million in proceeds from the sale of
       the Saltend plant to Calpine Corporation in August 2001;
     o decreased  construction expenditures due  to  completion  of
       construction of the Saltend and Damhead Creek plants;
     o decreased payments by EWO for turbines in 2001, discussed below in
       "Uses of Capital - Energy Commodity Services"; and
     o decreased under-recovery of deferred fuel costs incurred  at
       certain of the domestic utility companies.  Entergy Arkansas, the Texas
       portion of Entergy Gulf States, and Entergy Mississippi for 2000 only,
       have treated these costs as regulatory investments because these
       companies are allowed by their regulatory jurisdictions to recover the
       accumulated fuel cost regulatory asset over longer than a twelve-month
       period.   Entergy Mississippi's fuel recovery mechanism  changed
       effective January 2001, and Entergy Mississippi's fuel cost under-
       recoveries incurred after that date are being recovered over less than
       a twelve-month period.  The companies will earn a return on the under-
       recovered balances.

     Net  cash used in investing activities increased for 2000  due  to
increased construction expenditures, decreased proceeds from  sales  of
businesses, decreased net proceeds from maturities of notes receivable,
and higher fuel costs.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                    LIQUIDITY AND CAPITAL RESOURCES

     The increased construction expenditures were primarily due to:

     o spending on customer service and reliability improvements by the
       domestic utility companies;
     o costs incurred related to the December 2000 ice storms, primarily
       at Entergy Arkansas; and
     o costs incurred for replacement of the steam generators at ANO 2.

      The  following items also contributed to the overall increase  in
cash used in 2000:

     o the maturity of notes receivable in August 1999 when only  a
       portion of the proceeds were reinvested in other temporary investments;
     o payments made by Entergy's power development business in 2000 for
       turbines; and
     o the under-recovery of deferred fuel costs incurred in 2000 at
       certain of the domestic utility companies due to significantly higher
       market prices of fuel and purchased power expenses.

Partially offsetting the overall increase in cash used is the  maturity
of  other  temporary  investments and proceeds from  the  sale  of  the
Freestone power project in 2000.

Financing Activities

     Financing activities used cash in 2001 compared to providing a
small amount of cash in 2000 primarily due to:

     o the $555 million retirement of the Saltend credit facility in
       August 2001 when the plant was sold;
     o a higher amount of debt issued by the domestic utility companies
       in 2000 than in 2001;
     o no additional borrowings in 2001 under the Saltend and Damhead
       Creek credit facilities due to the completion of the construction of
       the plants in 2000; and
     o a reduction in the amount of debt outstanding on the Entergy
       Corporation credit facility.

     Partially offsetting the increase in cash used in 2001 were the
following:

     o decreased repurchases of Entergy common stock in 2001; and
     o the redemption of Entergy Gulf States' preference stock in 2000.

     Financing activities provided cash for 2000 primarily due to:

     o new long-term debt issuances by each of the domestic utility
       companies; and
     o increased  borrowings under the Entergy  Corporation  credit
       facility.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                    LIQUIDITY AND CAPITAL RESOURCES

     Partially  offsetting the overall cash provided were the following
in 2000:

     o increased repurchases of Entergy Corporation common stock;
     o redemption of Entergy Gulf States' preference stock; and
     o decreased  borrowings under the credit  facilities  for  the
       construction of the Saltend and Damhead Creek power projects  by
       Entergy's power development business.

Capital Resources

Uses of Capital

     Entergy requires capital resources for:

     o construction and other capital investments;
     o debt and preferred stock maturities;
     o working capital purposes, including the financing of fuel and
       purchased power costs;
     o dividend and interest payments; and
     o common stock repurchases.

     Following  are  the amounts of Entergy's planned construction  and
other capital investments, existing debt and lease obligations, and other
purchase obligations  (the domestic  utility companies and System Energy
present this  information in their "Selected Financial Data - Five-Year
Comparison," which follow their respective financial statements):

                                        2002      2003       2004      After
                                                                        2004
                                                   (In Millions)
Planned construction and capital        $1,731   $1,352    $1,225         N/A
  investment
Long-term debt maturities                 $683   $1,170      $899      $5,252
Short-term facility maturities (1)        $350      N/A       N/A         N/A
Capital and operating lease               $102      $88       $85        $180
  payments(2)
Unconditional fuel and purchased          $424     $379      $385      $5,453
  power obligations(3)
Nuclear fuel lease obligations (2)(4)     $138     $129       N/A         N/A

  (1)  These 364-day credit facilities are discussed below under "Sources
       of Capital."
  (2)  Lease  obligations are discussed in Note 10  to  the  financial
       statements.
  (3)  Unconditional fuel and purchased power obligations are discussed
       in Note 9 to the financial statements under "Fuel Purchase Agreements"
       and "Power Purchase Agreements."
  (4)  It is expected that additional financing under these leases will
       be arranged as needed to acquire additional fuel, to pay interest, and
       to pay maturing debt.  If such additional financing cannot be arranged,
       however, the lessee in each case must repurchase sufficient nuclear
       fuel to allow the lessor to meet its obligations.

<PAGE>

                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                    LIQUIDITY AND CAPITAL RESOURCES

In  addition to the capital spending plans and contractual commitments,
Entergy has guarantees of unconsolidated obligations outstanding as  of
December 31, 2001 as follows:
<TABLE>
<CAPTION>
                               Total
                               Amounts
                             Committed    Amount of Commitment Expiration per Period
                                          2002-2003      2004-2006     Beyond 2006
<S>                         <C>          <C>          <C>            <C>
Guarantees of
unconsolidated obligations  $617 million $40 million  $542 million   $35 million

</TABLE>

These guarantees of unconsolidated obligations are discussed further in
the  section below titled "Off Balance Sheet and Equity Method Investee
Debt, Guarantees of Unconsolidated Obligations, and Lease Obligations."

      The planned capital investment estimate includes $2.8 billion  in
spending   by  the  domestic  utility  companies  and  System   Energy,
$0.8 billion in spending by energy commodity services, and $0.7 billion
in  spending by the domestic non-utility nuclear business.   This  plan
reflects  capital  required to support existing businesses  and  Board-
approved  investments.  The estimated capital expenditures are  subject
to  periodic review and modification and may vary based on the  ongoing
effects  of  regulatory  constraints,  business  opportunities,  market
volatility, economic trends, business restructuring, and the ability to
access  capital.  Management provides more information on  construction
expenditures and long-term debt and preferred stock maturities in Notes
5, 6, 7, and 9 to the financial statements.

      The domestic utility companies and System Energy will focus their
planned  spending  on projects that will support continued  reliability
improvements  and  customer  growth.  Following  is  a  discussion,  by
business  segment, of potential significant uses of capital by Entergy.

Entergy Corporation

      Declarations of dividends on Entergy's common stock are  made  at
the  discretion of the Board.  The Board evaluates the level of Entergy
common  stock  dividends  based upon Entergy's earnings  and  financial
strength.   At its October 2001 meeting, the Board increased  Entergy's
quarterly  dividend  per  share by 5%,  to  $0.33.   In  2001,  Entergy
Corporation paid $269.1 million in cash dividends on its common  stock.
Dividend  restrictions  are  discussed  in  Note  8  to  the  financial
statements.

     Management is also actively considering a share repurchase program
and expects to reach a decision sometime in 2002.

Domestic Non-Utility Nuclear

      The  domestic non-utility nuclear business will focus its planned
spending  on  routine construction projects and nuclear fuel  purchases
for   owned  plants,  power  uprates  for  those  plants,  and  on  the
anticipated  purchase of the Vermont Yankee nuclear  power  plant.   In
August 2001, Entergy's domestic non-utility nuclear business agreed  to
purchase  the  510  MW Vermont Yankee Nuclear Power  Plant  in  Vernon,
Vermont,  from  Vermont  Yankee  Nuclear  Power  Corporation  for  $180
million, to be paid in cash upon closing.  Management expects to  close
the  transaction  in the summer of 2002, pending the approvals  of  the
NRC,  the  Public  Service  Board  of  Vermont,  and  other  regulatory
agencies.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                    LIQUIDITY AND CAPITAL RESOURCES

     In connection with the acquisition of FitzPatrick and Indian Point
3  in  2000,  the installment payments due by Entergy to NYPA  must  be
secured  by  a letter of credit from an eligible financial institution.
On  November 21, 2000, upon closing the acquisition of the NYPA plants,
Entergy  delivered  a  $577 million letter  of  credit,  with  NYPA  as
beneficiary.   The letter of credit was backed by cash collateral,  and
this   cash  is  reflected  in  the  consolidated  balance   sheet   at
December  31,  2000, as "Special deposits."  In January  2001,  Entergy
replaced   $440  million  of  the  cash  collateral  with  an   Entergy
Corporation guarantee.  Most of the cash released by this guarantee was
used to fund Entergy's contributions to the Entergy-Koch joint venture.
In  June  2001,  Entergy  Corporation obtained new  letters  of  credit
totaling  $577  million, which replaced the letter of credit  initially
provided to NYPA.  The new letters of credit are partially backed by an
Entergy  Corporation guarantee and partially backed by $272 million  of
cash  collateral.  The cash collateral is included in  "Other"  in  the
Other  Property  and  Investments section of the  consolidated  balance
sheet at December 31, 2001.

Energy Commodity Services

     Energy  commodity  services will focus  its  planned  spending  on
merchant  power plant projects currently under construction,  including
the purchase of some of the gas turbines scheduled for delivery in 2002
through 2004 under an option to purchase obtained from General Electric
Company  that  is  discussed  below.  The  estimate  does  not  include
potential acquisitions of assets that may be offered for sale by  third
parties or additional capital investment in Entergy-Koch, which  is  an
unconsolidated equity investment.  Entergy is obligated to make  a  $73
million cash contribution to Entergy-Koch in January 2004.

       Entergy's   energy  commodity  services  segment  is   currently
constructing  the  following projects.  The Crete  Project,  a  320  MW
simple  cycle  gas turbine merchant power plant in Crete, Illinois,  is
anticipated  to  be  operational  in  June  2002.   Entergy  will   own
approximately  160  MW  of the capacity of the Crete  plant,  with  the
remainder owned by DTE Energy.  During 2000, construction began on  the
RS  Cogen  Project, a 425 MW combined-cycle gas turbine power plant  in
Lake  Charles, Louisiana.  Entergy will own approximately 212 MW,  with
the  remainder owned by PPG Industries.  RS Cogen is expected to  begin
operation  in  2002.  Construction also began in 2001 on the  Northeast
Texas Electric Cooperative Project, a 550 MW combined-cycle gas turbine
power  plant in Harrison County, Texas.  Entergy will own approximately
385   MW  once  construction  is  completed  and  operation  has  begun
(currently  projected to be June 2003), with Northeast  Texas  Electric
Cooperative, Inc. owning the remainder.

     The  power development business obtained contracts in October 1999
to  acquire 36 turbines from General Electric Company.  The rights  and
obligations under the contracts for 22 of the turbines were sold to  an
independent  special purpose entity in May 2001.  In  conjunction  with
Entergy's  obligations related to this sale, Entergy  retained  certain
rights to reacquire turbines or to cancel the construction of turbines.
Thus  far,  EWO has placed 17 of the originally planned 36 turbines  at
sites  that  are  either operating, under construction,  or  sold.   In
addition,  as  allowed by the May 2001 sale agreement, cancellation  of
four  turbines  is  pending.   If EWO were  to  decide  to  cancel  the
remaining turbines subject to the May 2001 sale agreement, its  maximum
projected exposure would be approximately $250 million.  This exposure,
however,  does not take into account EWO's ongoing efforts  to  develop
sites  for  the turbines. Entergy continually monitors its  obligations
under  this arrangement and provides for potential losses (e.g.,  as  a
result  of  turbine cancellations) when the losses become  likely.  EWO
will continue to actively manage its assets as an investment portfolio,
and  attempt  to  maximize flexibility to respond to  different  market
environments.  Active management of the portfolio by EWO is expected to
result  in:  the commercial operation of projects by EWO; the  sale  of
projects   at  various  stages  in  their  planning,  development,   or
operation; or the abandonment of projects.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                    LIQUIDITY AND CAPITAL RESOURCES

PUHCA Restrictions on Uses of Capital

      Entergy's  ability  to invest in domestic and foreign  generation
businesses  is  subject  to  the SEC's  regulations  under  PUHCA.   As
authorized by the SEC, Entergy is allowed to invest an amount equal  to
100%  of  its  average consolidated retained earnings in  domestic  and
foreign  generation  businesses.  As of December  31,  2001,  Entergy's
investments  subject  to this rule totaled $1.64  billion  constituting
46.6% of its average consolidated retained earnings.

      Entergy's  ability  to guarantee obligations of  its  non-utility
subsidiaries is also limited by SEC regulations under PUHCA.  In August
2000,  the  SEC issued an order, effective through December  31,  2005,
that allows Entergy to issue up to $2 billion of guarantees to its non-
utility companies.

      Under PUHCA, the SEC imposes a limit equal to 15% of consolidated
capitalization  on the amount that may be invested in  "energy-related"
businesses without specific SEC approval.  Entergy has made investments
in  energy-related businesses, including power marketing  and  trading.
Entergy's available capacity to make additional investments at December
31, 2001 was approximately $1.7 billion.

Sources of Capital

     Entergy's sources to meet its capital requirements include:

     o internally generated funds, which have been the source of the
       majority of Entergy's capital;
     o cash on hand ($750 million as of December 31, 2001) and other
       temporary investments ($150 million as of December 31, 2001);
     o debt issuances;
     o bank financing under new or existing facilities; and
     o sales of assets.

     The majority of Entergy's internally generated funds come from the
domestic  utility  segment.   Circumstances  such  as  unusual  weather
patterns,  unusual  price  fluctuations,  and  unanticipated  expenses,
including  unscheduled  plant  outages,  could  affect  the  level   of
internally generated funds in the future.

      Each of the domestic utility companies issued debt in 2001,  with
the  exception  of  Entergy  Louisiana.   The  net  proceeds  of  these
issuances  were used for general corporate purposes, including  capital
expenditures and the retirement of short-term indebtedness incurred for
working capital and other purposes.  The domestic utility companies and
System  Energy expect to continue refinancing or redeeming  higher-cost
debt  and  preferred  stock prior to maturity,  to  the  extent  market
conditions and interest and dividend rates are favorable.

      In  December  2001, Entergy indirectly acquired  the  controlling
interest  in  the  Top  of Iowa Wind Farm, an  80  MW  wind  generation
facility.   An  Entergy  subsidiary in the  energy  commodity  services
segment  financed  the acquisition of its interest  in  the  wind  farm
through  a  $95  million credit facility that is backed by  an  Entergy
Corporation guarantee.  As of December 31, 2001, $78.5 million had been
drawn  on  the  facility.  The facility is a bridge loan  that  matures
January  19, 2003.  The interest margins and commitment fees under  the
credit  facility  vary based on the rating of the second-lowest  credit
rating  for senior secured long-term debt of Entergy Arkansas,  Entergy
Gulf States, Entergy Louisiana and Entergy Mississippi.  Entergy is not
in  default under the credit facility if a minimum credit rating is not
maintained.   The  Entergy guarantee does not require  the  posting  of
alternative  credit  support or cash collateral  if  a  minimum  credit
rating is not maintained.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                    LIQUIDITY AND CAPITAL RESOURCES

      In  2000, long-term debt on Entergy's balance sheet was increased
by  approximately $750 million by the issuance of notes payable to NYPA
in  the Indian Point 3 and FitzPatrick acquisition.  Also in 2000,  the
power  development business increased its borrowings under the  Damhead
Creek   credit  facility  by  approximately  $164  million  to  finance
construction   of  the  plant.   Damhead  Creek  commenced   commercial
operation in 2001.  The Damhead Creek credit facility requires that the
annual  debt  service coverage ratio be at least  1.05  to  1  for  the
previous 12 months at semi-annual dates commencing with June 30,  2002.
Given  the  low electricity prices currently affecting the  UK  market,
Damhead Creek may not meet the annual debt service coverage ratio  test
in  respect  of the 12 months to June 30, 2002, which could trigger  an
event  of default.  In the event the annual debt service coverage ratio
is deficient at June 30, 2002, the power development business will seek
a  waiver of the default from the lenders.  There is no requirement for
EPDC to make capital contributions or provide credit support to Damhead
Creek  following the occurrence of an event of default.  Note 7 to  the
financial statements more thoroughly discusses long-term debt.

      All debt and common and preferred stock issuances by the domestic
utility  companies and System Energy require prior regulatory approval.
Preferred  stock and debt issuances are also subject to issuance  tests
set forth in corporate charters, bond indentures, and other agreements.
As  shown  in the earnings ratios in Item 1 of this Form 10-K,  Entergy
New  Orleans'  earnings for the year ended December 31, 2001  were  not
adequate  to  cover  its fixed charges.  Under its mortgage  covenants,
Entergy  New  Orleans does not have the capacity to issue  new  secured
debt.   Management  does not have plans to issue new  secured  debt  at
Entergy  New Orleans through at least 2002, however, and believes  that
its  short-term and unsecured borrowing capacity will be sufficient for
its  foreseeable  capital needs.  Under restrictions contained  in  its
articles   of   incorporation,  Entergy   New   Orleans   could   issue
approximately  $38  million of new unsecured debt as  of  December  31,
2001.

     Short-term borrowings by the domestic utility companies and System
Energy,  including  borrowings under the money  pool,  are  limited  to
amounts  authorized  by the SEC.  Under the SEC order  authorizing  the
short-term  borrowing limits, the domestic operating  companies  cannot
incur new short-term indebtedness if the issuer's equity would comprise
less  than  30%  of  its  capital.  In addition, this  order  restricts
Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, or  System
Energy  from issuing long-term debt unless that debt will be  rated  as
investment  grade.  See Note 4 to the financial statements for  further
discussion of Entergy's short-term borrowing limits.

     Entergy  Corporation,  Entergy Arkansas,  Entergy  Louisiana,  and
Entergy  Mississippi each have 364-day credit facilities  available  as
follows:

                                           Amount of       Amount Drawn
       Company            Expiration        Facility        as of Dec.
                             Date                            31, 2001

Entergy Corporation      May 2002        $1.375 billion    $350 million
Entergy Arkansas         May 2002         $63 million           -
Entergy Louisiana        January 2003     $15 million           -
Entergy Mississippi      May 2002         $25 million           -

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                    LIQUIDITY AND CAPITAL RESOURCES


Entergy  Corporation has used borrowings from its facility for  general
corporate  purposes and to make additional investments  in  competitive
businesses,  including the purchase of Indian Point 2 from Consolidated
Edison  in  September  2001.  Entergy Corporation's  facility  requires
Entergy  to  maintain a consolidated debt ratio of 65% or less  of  its
total  capitalization.  If Entergy's debt ratio exceeds this limit,  or
if  Entergy  or the domestic utility companies default on other  credit
facilities   or  are  in  bankruptcy  or  insolvency  proceedings,   an
acceleration of the facility's maturity may occur.

Off  Balance  Sheet  and  Equity Method Investee  Debt,  Guarantees  of
Unconsolidated Obligations, and Lease Obligations

      Entergy has an off balance sheet financing arrangement to finance
EWO's  turbine  acquisition program, and the debt of its equity  method
investees  is  not  consolidated  in  Entergy's  financial  statements,
according  to  generally  accepted accounting principles.   The  equity
method  investees  are discussed more thoroughly  in  Note  13  to  the
financial  statements.  Entergy also has guarantees outstanding,  which
are  discussed  below,  in support of unconsolidated  obligations.   In
addition,  Entergy  has  operating  lease  obligations  that  are   not
reflected  as  liabilities  in the financial statements,  according  to
generally  accepted  accounting principles.  The operating  leases  are
discussed more thoroughly in Note 10 to the financial statements.

      In  order  to  provide a source of financing  for  EWO's  turbine
acquisition program, an Entergy subsidiary (EPDC) sold its  rights  and
obligations  under  certain of its turbine acquisition  contracts  with
General  Electric Company to an independent special-purpose  entity  in
May  2001.   The  special-purpose  entity  was  formed  through  equity
contributions from an unrelated third party.  The rights to 22 turbines
were  included in the sale.  As discussed above in "Uses  of  Capital,"
cancellation  of  four of these turbines is pending, and  three  others
have been committed to a site under construction.  Construction of some
of  the turbines had begun at the time of the sale, and the sale  price
of  approximately $150 million corresponded to the amount that EPDC had
invested  in  the turbines that were under construction at  that  time.
The  purchaser obtained a revolving financing facility of  up  to  $450
million  for  the construction and acquisition of turbines.   EPDC  has
certain  rights  to reacquire the turbines from the purchaser,  whether
pursuant  to  an interim lease commencing when a turbine is  ready  for
shipment  or  pursuant to certain purchase rights.  The methodology for
calculation of the lease  payments and  purchase price for each turbine
have been established pursuant  to various  agreements  between EPDC,
the purchaser, and  the  purchaser's lenders.   If EPDC does not take
title to the turbines prior to certain specified dates, the purchaser
has certain rights to sell the  turbines and  EPDC may be held liable
for specific defined shortfalls,  if  any.  If  Entergy  were  to
consolidate the  special-purpose  entity  as  of December  31,  2001,
its net debt ratio would increase  from  49.7%  to 50.5%.   Certain
EPDC obligations under these agreements are backed  by an  Entergy
Corporation guarantee of up to $309 million as of  December
31,  2001, including $84 million related to the Harrison County project
currently  under  construction.  In addition, if Entergy  Corporation's
debt  is  rated  by two rating agencies (Entergy Corporation  currently
does  not have debt issued that is rated) and if one rating falls below
investment  grade,  or  if two or more of its significant  subsidiaries
have their credit ratings downgraded to below investment grade, Entergy
will  have to put up cash collateral.  As of December 31, 2001, Entergy
would  have  to post up to $258 million as collateral in the  event  of
such  downgrades, including $59 million related to the Harrison  County
project.

     Two of Entergy's unconsolidated 50/50 joint ventures, Entergy-Koch
and  RS  Cogen, have obtained long-term financing.  As of December  31,
2001, 50% of the debt financing outstanding for those two entities  was
$347  million.   Two  of the contracts transferred to  Entergy-Koch  by
Entergy's  power marketing and trading business were backed by  Entergy
Corporation  guarantees  authorized in the amount  of  $45  million  at
December  31,  2001.  RS Cogen is currently in the construction  phase,
and  Entergy's $30 million equity commitment has not been funded.  This
commitment  is secured by an Entergy Corporation guarantee, which  will
terminate when Entergy makes its equity contribution upon completion of
construction.   Entergy  has also supported the  RS  Cogen  project  by
causing  a  subsidiary to enter into a power toll processing  agreement
(PTPA)  with RS Cogen.  The PTPA provides for a 20-year term, dedicates
50%  of  RS  Cogen's conversion capacity to the Entergy subsidiary  and
obligates the Entergy subsidiary to pay a monthly capacity charge.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                    LIQUIDITY AND CAPITAL RESOURCES

      In  August  2001, EntergyShaw entered into a turnkey construction
agreement  with  an  Entergy subsidiary, Entergy Power  Ventures,  L.P.
(EPV),  and  with  Northeast Texas Electric Cooperative,  Inc.  (NTEC),
providing  for  the construction by EntergyShaw of a  550  MW  electric
generating station to be located in Harrison County, Texas. Entergy has
guaranteed the obligations of EntergyShaw to construct the plant, which
will be 70% owned by EPV.  Entergy's maximum liability on the guarantee
is $232.5 million.

Entergy Corporation and System Energy

       Pursuant  to  an  agreement  with  certain  creditors,   Entergy
Corporation has agreed to supply System Energy with sufficient  capital
to:

     o maintain System Energy's equity capital at a minimum of 35% of its
       total capitalization (excluding short-term debt);
     o permit the continued commercial operation of Grand Gulf 1;
     o pay in full all System Energy indebtedness for borrowed money when
       due; and
     o enable System Energy to make payments on specific System Energy
       debt, under supplements to the agreement assigning System Energy's
       rights in the agreement as security for the specific debt.

      The  Capital  Funds  Agreement and  other  Grand  Gulf  1-related
agreements  are  more thoroughly discussed in Note 9 to  the  financial
statements.

<PAGE>

                     INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders of
Entergy Corporation:

We have audited the accompanying consolidated balance sheets of Entergy
Corporation and subsidiaries as of December 31, 2001 and 2000, and  the
related  consolidated  statements  of  income,  of  retained  earnings,
comprehensive income, and paid-in capital and of cash flows  (pages  86
through 91 and pages 161 through 227) for each of the three years in the
period  ended  December 31, 2001.  These financial statements  are  the
responsibility of the Corporation's management.  Our responsibility  is
to  express  an  opinion  on these financial statements  based  on  our
audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that
we  plan  and  perform the audit to obtain reasonable  assurance  about
whether the financial statements are free of material misstatement.  An
audit  includes  examining, on a test basis,  evidence  supporting  the
amounts  and  disclosures in the financial statements.  An  audit  also
includes  assessing  the  accounting principles  used  and  significant
estimates  made  by  management,  as well  as  evaluating  the  overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In  our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Entergy Corporation
and  subsidiaries as of December 31, 2001 and 2000, and the results  of
their  operations and their cash flows for each of the three  years  in
the  period  ended  December  31, 2001, in conformity  with  accounting
principles generally accepted in the United States of America.

As  discussed  in Note 1 to the consolidated financial statements,  the
Company changed its method of accounting for derivative instruments  in
2001.




DELOITTE & TOUCHE LLP

New Orleans, Louisiana
January 31, 2002




<PAGE>


                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

      Entergy's  consolidated earnings applicable to common stock  were
$726.2 million and $679.3 million for the years ended December 31, 2001
and  2000, respectively.  The changes in earnings applicable to  common
stock  by operating segments for 2001 and 2000 as compared to the prior
year are as follows:
<TABLE>
<CAPTION>

                                                                      Increase/(Decrease)
                     Operating Segments                             2001                2000
                                                                        (In Thousands)
<S>                                                              <C>                   <C>
Domestic Utility and System Energy                                ($36,399)             $75,684
Domestic Non-Utility Nuclear                                        78,722               33,453
Energy Commodity Services (primarily EWO and Entergy-Koch)          51,031               94,848
Other, including parent company                                    (46,452)             (77,150)
                                                                   -------             --------
  Total                                                            $46,902             $126,835
                                                                   =======             ========
Increases in earnings per average common share for Entergy:
  Basic                                                                10%                  33%
  Diluted                                                               9%                  32%

</TABLE>
      Entergy's  income  before  taxes is discussed  according  to  the
operating  segments  listed  above.   See  Note  12  to  the  financial
statements  for further discussion of Entergy's operating segments  and
their  financial results in 2001, 2000, and 1999.  In addition  to  the
matters discussed below, Entergy's share repurchase program contributed
to  the  increases  in  earnings per share in both  2001  and  2000  by
decreasing the weighted average number of shares outstanding.  Also, as
noted  below under Energy Commodity Services, the cumulative effect  of
$23.5  million  (net of tax) of an accounting change made in the fourth
quarter of 2001 contributed to the increase in net income.

      Refer  to  "SELECTED  FINANCIAL DATA -  FIVE-YEAR  COMPARISON  OF
ENTERGY  CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC.,  ENTERGY
GULF  STATES,  INC. AND SUBSIDIARIES, ENTERGY LOUISIANA, INC.,  ENTERGY
MISSISSIPPI,  INC.,  ENTERGY  NEW  ORLEANS,  INC.,  AND  SYSTEM  ENERGY
RESOURCES,  INC." which follow each company's financial  statements  in
this   report  for  further  information  with  respect  to   operating
statistics.

Domestic Utility and System Energy

      The  decrease in earnings for the domestic utility companies  and
System  Energy in 2001 was primarily due to less favorable sales volume
and  weather,  a  decrease in the pricing of unbilled revenue,  and  an
increase  in interest expense.  The decrease in earnings was  partially
offset  by  decreases in decommissioning expense, other  operation  and
maintenance  expenses,  and  depreciation  and  amortization   expense,
largely  as a result of adjustments made after receipt of a final  FERC
order  issued  in connection with the 1995 System Energy rate  increase
filing, as well as by increased interest and dividend income. See  Note
2  to  the  financial statements herein for further discussion  of  the
System Energy rate proceeding.

      The  increase in 2000 earnings at the domestic utility  companies
and  System Energy was primarily due to more favorable sales volume and
weather, an increase in the pricing of unbilled revenue, and a decrease
in  interest expense, partially offset by increases in other  operation
and  maintenance expenses, depreciation and amortization expense, taxes
other than income taxes, and the effective income tax rate.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Electric operating revenues

     The changes in electric operating revenues for Entergy's domestic
utility companies for 2001 and 2000 are as follows:

                                     Increase/(Decrease)
                Description           2001          2000
                                         (In Millions)

          Base rate changes            $62.0       ($94.2)
          Rate riders                  (38.5)       (17.1)
          Fuel cost recovery           462.7        792.5
          Sales volume/weather         (76.8)       107.1
          Unbilled revenue            (261.1)        94.7
          Other revenue                (95.0)        39.6
          Sales for resale             (28.2)        25.7
                                       -----       ------
          Total                        $25.1       $948.3
                                       =====       ======

Base rate changes

     Base rate changes increased revenue in 2001 primarily due to lower
accruals for rate refund provisions at Entergy Gulf States and  Entergy
Louisiana.

      Base rate changes decreased revenue in 2000 primarily due to  the
non-recurring  effect  on 1999 revenues of the reversal  of  regulatory
reserves  associated  with the accelerated amortization  of  accounting
order deferrals resulting from the settlement agreement in Entergy Gulf
States' 1996 and 1998 Texas rate filings.

Rate riders

     Rate rider revenues do not impact earnings since specific incurred
expenses offset them.

      In  2001,  rate  rider revenues decreased  as  a  result  of  the
cessation of the ANO decommissioning rate rider for calendar year  2001
at  Entergy  Arkansas and decreases in the Grand Gulf riders  effective
July 2001 and October 2000 at Entergy Arkansas and Entergy Mississippi,
respectively.

Fuel cost recovery

     The domestic utility companies are allowed to recover certain fuel
and  purchased power costs through fuel mechanisms included in electric
rates that are recorded as fuel cost recovery revenues.  The difference
between  revenues collected and current fuel and purchased power  costs
is  recorded  as deferred fuel costs on Entergy's financial  statements
such that these costs do not have a material net effect on earnings.

      The  increase in fuel cost recovery revenue in 2001 is  primarily
due to:

     o increased fuel recovery factors at Entergy Arkansas, Entergy Gulf
       States in the Texas jurisdiction, and Entergy Mississippi; and
     o higher fuel and purchased power costs recovered through fuel
       mechanisms at Entergy Gulf States in the Louisiana jurisdiction and
       Entergy New Orleans due to the increased market prices of natural gas
       and purchased power early in 2001.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

     Corresponding to the increase in fuel cost recovery revenue,  fuel
and  purchased  power expenses related to electric sales  increased  by
$418.0  million  in  2001 primarily due to an increase  in  the  market
prices of natural gas and purchased power early in 2001.

     Fuel cost recovery revenues increased in 2000 primarily due to:

     o increased fuel recovery factors at Entergy Arkansas, Entergy Gulf
       States in the Texas jurisdiction, and Entergy Mississippi; and
     o higher fuel and purchased power costs at Entergy Gulf States in
       the Louisiana jurisdiction, Entergy Louisiana, and Entergy New Orleans
       due to the increased market price of natural gas.

     Along  with the increase in fuel cost recovery revenue,  fuel  and
purchased power expenses increased by  $794.2 million in 2000 primarily
due to:

     o an increase in the market prices of purchased power, natural gas,
       and fuel oil; and
     o an increase in volume due to an increase in demand.

The increase in fuel and purchased power expenses in 2000 was partially
offset  by a $23.5 million adjustment to the Entergy Arkansas  deferred
fuel  balance  to  record  deferred fuel costs  that  Entergy  Arkansas
expects to recover in the future through its fuel adjustment clause.

Sales volume/weather

      Lower  electric  sales volume reduced revenues  in  2001  due  to
decreased  weather-adjusted usage of 2,067 GWH.  The primary  decreases
in  weather-adjusted  usage were from industrial customers  at  Entergy
Louisiana  and  Entergy Gulf States.  The effect of  milder-than-normal
weather  conditions also caused a decrease in electric sales  in  2001.
Electric  sales  volume  in  the domestic  utility  companies'  service
territories decreased 1,194 GWH due to the impact of weather conditions
in  2001.   The number of customers in the domestic utility  companies'
service territories increased only slightly during these periods.

     In 2000, higher electric sales volume increased revenues primarily
due to increased usage and more favorable weather conditions as well as
increased generation and subsequent sales from River Bend in 2000 as  a
result of a refueling outage in 1999.

Unbilled revenue

     Unbilled  revenues decreased in 2001 due to the effect  of  higher
fuel prices and more favorable weather in December 2000 on the unbilled
revenue calculation.

      In  2000, unbilled revenues increased due to the effect of higher
fuel prices in December 2000 on the unbilled revenue calculation.

Other revenue

     Other revenue decreased in 2001, reflecting the receipt of a final
FERC  order requiring System Energy to refund a portion of its December
1995 rate increase, which increased provisions for rate refunds by  $93
million  at System Energy.  The net income impact of the provision  was
more than offset by the other effects of the final FERC order that  are
discussed below in "Other effects on results of operations."

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Gas operating revenues

      Natural  gas revenues increased $20.0 million in 2001,  primarily
due  to  increased  market prices for natural gas  early  in  2001  and
additional  sales  volume  due to the colder-than-normal  January  2001
winter period.

      Natural  gas revenues increased $55.5 million in 2000,  primarily
due to higher natural gas prices in late 2000.

Other effects on results of operations

     Results  for  the  year ended December 31, 2001 for  the  domestic
utility  companies  and  System  Energy  were  also  affected  by   the
following:

     o decreases in other operation and maintenance expenses of $95.6
       million, which are explained below;
     o a decrease in decommissioning expense at System Energy of $32.4
       million  resulting from the final resolution of the  FERC  order
       addressing the 1995 rate increase filing;
     o decreases in depreciation and amortization expense at System
       Energy of $74.5 million primarily resulting from the final resolution
       of the FERC order addressing the 1995 rate increase filing;
     o net increases in regulatory credits of $40.8 million, which are
       explained below; and
     o increases  in interest expense of $61.5 million,  which  are
       explained below.

      The decreases in other operation and maintenance expenses in 2001
were primarily due to:

     o a decrease in property damage expenses of $49.7 million primarily
       due to a reversal of $24.5 million in June 2001, upon recommendation
       from the APSC, of ice storm costs previously charged to expense in
       December 2000 (these costs are now reflected as regulatory assets).
       The effect of the reversal of the ice storm costs on net income was
       largely offset by the adjustment to the transition cost account as a
       result of the 2000 earnings review in 2001;
     o decreases in outside services employed of $9.3 million and $11.0
       million at Entergy Arkansas and Entergy Louisiana, respectively, as a
       result of rate and regulatory proceedings in 2000; and
     o decreases of $10.7 million and $14.6 million at Entergy Louisiana
       and Entergy Mississippi, respectively, because of maintenance and
       planned maintenance outages at certain fossil plants in 2000.

     The net increases in regulatory credits in 2001 were primarily due
to:

     o the amount of capacity charges included in purchased power costs
       for the summers of 2000 and 2001 that Entergy Gulf States and Entergy
       Louisiana deferred and will recover in future periods; and
     o an  under-recovery of Grand Gulf costs in  2001  at  Entergy
       Mississippi as a result of a lower rider implemented in October 2000.

      The  net  increases in regulatory credits in 2001 were  partially
offset by the following:

     o the accrual of $22.3 million in the transition cost account at
       Entergy Arkansas; and
     o the amortization of the 2000 capacity charges mentioned above,
       which will occur through July 2002.

     The increases in interest expense in 2001 were primarily due to:

     o the  final FERC order addressing the 1995 System Energy rate
       increase filing;
     o debt issued at Entergy Arkansas in July 2001, at Entergy Gulf
       States in June 2000 and August 2001, at Entergy Mississippi in January
       2001, and at Entergy New Orleans in July 2000 and February 2001; and

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

     o borrowings under credit facilities during 2001, primarily at
       Entergy Arkansas.

     Results  for  the  year ended December 31, 2000 for  the  domestic
utility  companies  and  System  Energy  were  also  affected  by   the
following:

     o increases in other operation and maintenance expenses of $95.8
       million, which are explained below;
     o an increase of $44.5 million in depreciation and amortization
       expenses, which is explained below; and
     o a decrease in interest charges of $21.4 million primarily due to
       an adjustment in 1999 at System Energy to the interest recorded for the
       potential refund to customers of its proposed rate increase.

      Other  operation  and  maintenance  expenses  increased  in  2000
primarily due to:

     o increased damage expenses of $22.8 million primarily due to storm
       damage accruals related to the December 2000 ice storms at Entergy
       Arkansas, and due to changes in storm damage reserve amortization at
       Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi  in
       accordance with regulatory treatment;
     o increased customer service expenses of $11.4 million primarily
       related to spending on vegetation management at Entergy Arkansas;
     o increased nuclear expenses of $17.2 million primarily from Entergy
       Arkansas and Entergy Gulf States;
     o an increase of $28.4 million primarily due to an increase in legal
       and contract expenses for the transition to retail open access at
       Entergy Arkansas and Entergy Gulf States, and for legal services
       employed for rate-related proceedings at Entergy Louisiana; and
     o an increase of $21.9 million in plant maintenance expense
       primarily at Entergy Arkansas, Entergy Gulf States, Entergy
       Louisiana, and Entergy Mississippi.

     The  increase in other operation and maintenance expenses in  2000
was partially offset by the following:

     o a $9.5 million larger nuclear insurance refund in 2000 compared to
       1999; and
     o a decrease in injury and damages claims of $12.3 million.

     Depreciation and amortization expenses increased in 2000 primarily
due to:

     o the  review  of plant-in-service dates for consistency  with
       regulatory treatment that reduced depreciation expense by $17.7 million
       in August 1999;
     o increased depreciation of $14.0 million associated with  the
       principal payment on the sale and leaseback of Grand Gulf 1; and
     o net capital additions primarily at Entergy Louisiana and Entergy
       Mississippi.

Domestic Non-Utility Nuclear

      The  increase  in  earnings in 2001 for the domestic  non-utility
nuclear business was primarily due to the operation of FitzPatrick  and
Indian Point 3 for a full year, as each was purchased in November 2000,
and  the  operation of Indian Point 2, which was purchased in September
2001.   Following are key performance measures for domestic non-utility
nuclear operations:

                                          2001   2000
Net MW in operation at December 31       3,445  2,475
Generation in GWH for the year          22,614  7,171
Capacity factor for the year               93%    94%

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

      The  following  fluctuations in the  results  of  operations  for
domestic  non-utility  nuclear in 2001 were  primarily  caused  by  the
acquisition of FitzPatrick, Indian Point 3, and Indian Point 2:

     o revenues increased by $491.1 million;
     o other operation and maintenance expenses increased $217.6 million;
     o interest expense, primarily related to debt incurred to purchase
       the plants, increased $47.9 million;
     o fuel expenses increased $51.0 million; and
     o taxes other than income taxes increased $30.9 million.

      The  increased  earnings  in 2000 for  the  domestic  non-utility
nuclear  business  were primarily due to increased  revenues  from  the
operation  of  the  Pilgrim, FitzPatrick, and Indian  Point  3  plants.
Pilgrim  was purchased in July 1999 and FitzPatrick and Indian Point  3
were  purchased in November 2000.  Partially offsetting  the  increased
revenues  were  increases in fuel and purchased  power  expense,  other
operation and maintenance expense, and interest expense resulting  from
the acquisition of these three plants.

Energy Commodity Services

     The increase in earnings for energy commodity services in 2001 was
primarily due to:

     o the gain on the sale of EWO's Saltend plant discussed below;
     o the favorable results from Entergy-Koch discussed below;
     o the $33.5 million ($23.5 million net of tax) cumulative effect of
       an accounting change marking to market the Damhead Creek gas contract;
     o liquidated damages of $13.9 million ($9.7 million net of tax)
       received in 2001 from the Damhead Creek construction contractor as
       compensation  for lost operating margin from the  plant  due  to
       construction delays; and
     o a $12.2 million ($7.9 million net of tax) gain on the sale of a
       permitted site in Desoto County, Florida, in May 2001.

     Partially offsetting the increase in earnings for energy commodity
services in 2001 was the following:

     o $60.1 million ($49.9 million net of tax) of losses or asset
       impairments recorded on EWO's Latin American investments and other
       development projects;
     o a $9.8 million ($6.4 million net of tax) loss recorded primarily
       because of the pending cancellation of four gas turbines scheduled for
       delivery in 2004;
     o liquidated damages of $55.1 million ($38.6 million net of tax)
       received in 2000 from the Saltend contractor as compensation for lost
       operating margin from the plant due to construction delays;
     o a $19.7 million ($12.8 million net of tax) gain on the sale of the
       Freestone project located in Fairfield, Texas, in June 2000;
     o increased depreciation expense of $23.6 million in 2001 primarily
       due to the commencement of the commercial operation of the Saltend and
       Damhead Creek plants; and
     o increased interest expense of $78.7 million in 2001 primarily
       because of the commencement of commercial operation of the Saltend and
       Damhead Creek plants.


<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

     Revenues    decreased   for   energy   commodity   services    by
$983.3  million  in  2001,  primarily  due  to  the  contribution   of
substantially all of Entergy's power marketing and trading business to
Entergy-Koch  in  2001.  Earnings from Entergy-Koch  are  reported  as
equity  in  earnings  of  unconsolidated  equity  affiliates  in   the
financial  statements.   As  a result, in  2001,  revenues  from  this
activity  were lower by $1,957.0 million compared to 2000 revenue  for
Entergy's  power  marketing and trading segment, and  purchased  power
expenses  were  lower by $1,830.0 million.  The net income  effect  in
2001  of  the  lower revenue was more than offset  by  the  equity  in
earnings  from Entergy's interest in Entergy-Koch.  Entergy's earnings
from  this  activity  increased  in 2001  as  a  result  of  increased
electricity  and  gas trading volumes as well as a  broader  range  of
commodity  sources  and  options provided to customers  by  the  joint
venture  than  provided  previously by  Entergy.   Following  are  key
performance measures for Entergy-Koch's operations in 2001:

Entergy-Koch Trading
  Gas volatility                    81%
  Electricity volatility            66%
  Gas marketed (BCF/D)              6.9
  Electricity marketed (GWH)    108,645
Gulf South Pipeline
  Throughput (BCF/D)               2.45
  Production cost ($/MMBTU)      $0.093

Entergy  accounts  for its 50% share in Entergy-Koch under  the  equity
method  of  accounting.   Certain terms of the partnership  arrangement
allocate income from various sources, and the taxes on that income,  on
a  significantly  disproportionate  basis  through  2003.   Losses  and
distributions  from operations are allocated to the  partners  equally.
The  disproportionate  allocations were favorable  to  Entergy  in  the
aggregate in 2001.  In 2004, a revaluation of Entergy-Koch's assets for
capital account purposes will occur, and future allocations will change
after  the revaluation.  The profit allocations other than for  weather
trading and international trading are expected to become equal,  unless
special  allocations  are necessary to equalize the  partners'  capital
accounts.   Earnings  allocated  under the  terms  of  the  partnership
agreement  constitute  equity, not subject  to  reallocation,  for  the
partners.

      The  decrease  in  revenues in 2001 was partially  offset  by  an
increase in operating revenues for EWO primarily due to an increase  of
$409.8  million from EWO's interest in Highland Energy and an  increase
of  $450.1 million from the Saltend and Damhead Creek plants.  Highland
Energy  was  acquired in June 2000, and the Saltend and  Damhead  Creek
plants began commercial operation in late November 2000 and early 2001,
respectively.  Highland Energy was sold in the fourth quarter of  2001.
The  increase  in revenues for EWO is largely offset by increased  fuel
and  purchased  power  expenses of $644.1 million and  increased  other
operation and maintenance expenses of $94.6 million.

     EWO sold the Saltend plant in August 2001 and revenues include the
$88.1 million ($57.2 million net of tax) gain on the sale.

      In  2000, the increase in earnings for energy commodity  services
was  primarily due to the following related to the power marketing  and
trading business:

     o improved trading performance in electricity;
     o increased long-term marketing of electricity; and
     o trading gains in natural gas in 2000 due to natural gas prices
       reaching record high levels compared to trading losses in 1999.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Also  contributing  to  the increase in earnings  in  energy  commodity
services in 2000 was $55.1 million of liquidated damages received  from
the  Saltend contractor as compensation for lost operating margin  from
the plant due to construction delays and a $19.7 million ($12.8 million
net  of  tax)  gain  in June 2000 on the sale of the power  development
business'  investment  in the Freestone project located  in  Fairfield,
Texas.   Partially offsetting the increase was the absence of  a  $26.7
million  ($17  million net of tax) gain on the sale  of  Entergy  Power
Edesur Holdings which occurred in June 1999.

Other, including parent company

      Earnings from Other decreased in 2001 primarily due to a decrease
in  interest  income of $41.2 million and $21.8 million ($14.1  million
net  of tax) of merger-related expenses incurred by Entergy Corporation
in  the  first  quarter of 2001.  Also contributing  to  the  decreased
earnings  was  an  increase in interest expense of $19.5  million.  The
decreased   earnings  were  partially  offset  by  the  write-down   of
investments in Latin American projects in 2000 discussed below.

      Earnings  from  Other  decreased  in  2000  primarily  due  to  a
$42.5  million  ($27.6  million  net of  tax)  write-down  in  2000  of
investments in Latin American projects to their estimated fair  values.
The  decrease  is also due to the absence of the following  items  that
occurred in 1999:

     o a  $12.9 million ($8 million net of tax) gain on the sale of
       Entergy Hyperion Telecommunications in June 1999;
     o a $22.0 million ($6.4 million net of tax) gain on the sale of
       Entergy Security, Inc. in January 1999, including a true-up recognized
       in December 1999;
     o a $7.6 million ($4.9 million net of tax) favorable adjustment to
       the final sale price of CitiPower in January 1999; and
     o a more favorable experience on warranty reserves in 1999 for the
       businesses sold during 1998.

Income taxes

      The  effective  income tax rates for 2001, 2000,  and  1999  were
38.5%,  40.3%,  and  37.5%, respectively.  The  decrease  in  2001  was
primarily due to the effects of the final FERC order addressing  System
Energy's 1995 rate proceeding.  The increase in 2000 was primarily  due
to  the  recognition in 1999 of deferred tax benefits  related  to  the
expected  utilization of foreign tax credits resulting in lower  income
taxes.


<PAGE>

                      ENTERGY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                               For the Years Ended December 31,
                                                 2001        2000          1999
                                               (In Thousands, Except Share Data)
<S>                                           <C>           <C>          <C>
            OPERATING REVENUES
Domestic electric                             $7,244,827    $7,219,686   $6,271,414
Natural gas                                      185,902       165,872      110,355
Steam products                                         -             -       15,852
Competitive businesses                         2,190,170     2,636,571    2,368,014
                                             -----------   -----------  -----------
TOTAL                                          9,620,899    10,022,129    8,765,635
                                             -----------   -----------  -----------
            OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                  3,681,677     2,645,835    2,082,875
   Purchased power                             1,021,432     2,662,881    2,442,484
   Nuclear refueling outage expenses              89,145        70,511       76,057
   Other operation and maintenance             2,151,742     1,943,814    1,705,545
Decommissioning                                    3,189        39,484       45,988
Taxes other than income taxes                    399,849       370,344      339,284
Depreciation and amortization                    721,033       746,125      698,881
Other regulatory charges (credits) - net         (37,093)        3,681       14,833
Amortization of rate deferrals                    16,583        30,392      115,627
                                             -----------   -----------  -----------
TOTAL                                          8,047,557     8,513,067    7,521,574
                                             -----------   -----------  -----------
OPERATING INCOME                               1,573,342     1,509,062    1,244,061
                                             -----------   -----------  -----------
               OTHER INCOME
Allowance for equity funds used during
 construction                                     26,209        32,022       29,291
Gain on sale of assets - net                       5,226         2,340       71,926
Interest and dividend income                     159,805       163,050      143,601
Equity in earnings of unconsolidated
 equity affiliates                               180,956        13,715        7,593
Miscellaneous - net                              (22,843)       27,077       10,822
                                             -----------   -----------  -----------
TOTAL                                            349,353       238,204      263,233
                                             -----------   -----------  -----------
        INTEREST AND OTHER CHARGES
Interest on long-term debt                       544,920       477,071      476,877
Other interest - net                             197,638        85,635       82,471
Distributions on preferred securities of
 subsidiaries                                     18,838        18,838       18,838
Allowance for borrowed funds used during
 construction                                    (21,419)      (24,114)     (22,585)
                                             -----------   -----------  -----------
TOTAL                                            739,977       557,430      555,601
                                             -----------   -----------  -----------
INCOME BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE         1,182,718     1,189,836      951,693

Income taxes                                     455,693       478,921      356,667
                                             -----------   -----------  -----------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE                             727,025       710,915      595,026

CUMULATIVE EFFECT OF ACCOUNTING
CHANGE (net of income taxes of $10,064)           23,482             -            -
                                             -----------   -----------  -----------
CONSOLIDATED NET INCOME                          750,507       710,915      595,026

Preferred dividend requirements and other         24,311        31,621       42,567
                                             -----------   -----------  -----------
EARNINGS APPLICABLE TO
COMMON STOCK                                    $726,196      $679,294     $552,459
                                             ===========   ===========  ===========
Earnings per average common share before
  cumulative effect of accounting change:
    Basic                                          $3.18         $3.00        $2.25
    Diluted                                        $3.13         $2.97        $2.25
Earnings per average common share:
    Basic                                          $3.29         $3.00        $2.25
    Diluted                                        $3.23         $2.97        $2.25
Dividends declared per common share                $1.28         $1.22        $1.20
Average number of common shares
  outstanding:
    Basic                                    220,944,270   226,580,449  245,127,460
    Diluted                                  224,733,662   228,541,307  245,326,883

See Notes to Financial Statements.
</TABLE>
<PAGE>

                           ENTERGY CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                     For the Years Ended December 31,
                                                       2001        2000           1999
                                                                (In Thousands)
<S>                                                   <C>          <C>             <C>
              OPERATING ACTIVITIES
Consolidated net income                               $750,507     $710,915        $595,026
Noncash items included in net income:
  Amortization of  rate deferrals                       16,583       30,392         115,627
  Reserve for regulatory adjustments                  (359,199)      18,482          10,531
  Other regulatory charges (credits) - net             (37,093)       3,681          14,833
  Depreciation, amortization, and decommissioning      724,222      785,609         744,869
  Deferred income taxes and investment tax
   credits                                              87,752      124,457        (189,465)
  Allowance for equity funds used during
   construction                                        (26,209)     (32,022)        (29,291)
  Cumulative effect of accounting change               (23,482)           -               -
  (Gain) on sale of assets - net                        (5,226)      (2,340)        (71,926)
  Equity in undistributed earnings of
   subsidiaries and unconsolidated affiliates         (168,873)     (13,715)         (7,593)
Changes in working capital (net of effects from
   acquisitions and dispositions):
  Receivables                                          302,230     (437,146)          9,246
  Fuel inventory                                        (3,419)     (20,447)         (1,359)
  Accounts payable                                    (415,160)     543,606          35,233
  Taxes accrued                                        486,676       20,871         158,733
  Interest accrued                                      17,287       45,789         (56,552)
  Deferred fuel                                        495,007      (38,001)         10,583
  Other working capital accounts                       (39,978)     102,336          45,285
Provision for estimated losses and reserves             19,093        6,019         (59,464)
Changes in other regulatory assets                     119,215      (66,903)        (36,379)
Other                                                  275,615      186,264         101,087
                                                  ------------  -----------    ------------
Net cash flow provided by operating activities       2,215,548    1,967,847       1,389,024
                                                  ------------  -----------    ------------

               INVESTING ACTIVITIES
Construction/capital expenditures                   (1,380,417)  (1,493,717)     (1,195,750)
Allowance for equity funds used during
  construction                                          26,209       32,022          29,291
Nuclear fuel purchases                                (130,670)    (121,127)       (137,649)
Proceeds from sale/leaseback of nuclear fuel            71,964      117,154         137,093
Proceeds from sale of businesses                       784,282       61,519         351,082
Investment in other nonregulated/nonutility
  properties                                        (1,278,990)    (238,062)        (81,273)
Changes in other temporary investments - net          (150,000)     321,351         635,005
Decommissioning trust contributions and realized
  change in trust assets                               (95,571)     (63,805)        (61,766)
Other regulatory investments                            (3,460)    (385,331)        (81,655)
Other                                                  (68,067)     (44,016)        (42,258)
                                                  ------------  -----------    ------------
Net cash flow used in investing activities          (2,224,720)  (1,814,012)       (447,880)
                                                  ------------  -----------    ------------
See Notes to Financial Statements.
</TABLE>
<PAGE>


                           ENTERGY CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                     For the Years Ended December 31,
                                                      2001         2000           1999
                                                                 (In Thousands)
<S>                                                   <C>            <C>          <C>
              FINANCING ACTIVITIES
Proceeds from the issuance of:
  Long-term debt                                      682,402        904,522      1,113,370
  Common stock                                         64,345         41,908         15,320
Retirement of:
  Long-term debt                                     (962,112)      (181,329)    (1,195,451)
Repurchase of common stock                            (36,895)      (550,206)      (245,004)
Redemption of preferred stock                         (39,574)      (157,658)       (98,597)
Changes in short-term borrowings - net                (37,004)       267,000       (165,506)
Dividends paid:
  Common stock                                       (269,122)      (271,019)      (291,483)
  Preferred stock                                     (24,044)       (32,400)       (43,621)
                                                  -----------    -----------    -----------
Net cash flow provided by (used in) financing
  activities                                         (622,004)        20,818       (910,972)
                                                  -----------    -----------    -----------
Effect of exchange rates on cash and cash
  equivalents                                             325         (5,948)          (948)
                                                  -----------    -----------    -----------
Net increase (decrease) in cash and cash
  equivalents                                        (630,851)       168,705         29,224

Cash and cash equivalents at beginning of period    1,382,424      1,213,719      1,184,495
                                                  -----------    -----------    -----------
Cash and cash equivalents at end of period           $751,573     $1,382,424     $1,213,719
                                                  ===========    ===========    ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid (received) during the period for:
    Interest - net of amount capitalized             $708,748       $505,414       $601,739
    Income taxes                                    ($118,881)      $345,361       $373,537
  Noncash investing and financing activities:
    Change in unrealized appreciation/
     (depreciation) of decommissioning trust assets  ($34,517)      ($11,577)       $41,582
    Proceeds from long-term debt issued for the
     purpose of refunding prior long-term debt        $47,000              -              -

    Decommissioning trust funds acquired in
     nuclear power plant acquisitions                $430,000              -       $428,284
    Acquisition of Indian Point 3 and FitzPatrick
       Fair value of assets acquired                        -       $917,667              -
       Initial cash paid at closing                         -        $50,000              -
       Liabilities assumed and notes issued to
        seller                                              -       $867,667              -

 See Notes to Financial Statements.
</TABLE>
<PAGE>

                  ENTERGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                                 ASSETS

<TABLE>
<CAPTION>
                                                      December 31,
                                                   2001          2000
                                                     (In Thousands)
<S>                                                <C>          <C>
                CURRENT ASSETS
Cash and cash equivalents:
  Cash                                             $129,866     $157,550
  Temporary cash investments - at cost,
   which approximates market                        618,327      640,038
  Special deposits                                    3,380      584,836
                                                -----------   ----------
     Total cash and cash equivalents                751,573    1,382,424
                                                -----------   ----------
Other temporary investments                         150,000            -
Notes receivable                                      2,137        3,608
Accounts receivable:
  Customer                                          294,799      497,821
  Allowance for doubtful accounts                   (19,255)      (9,947)
  Other                                             286,671      395,518
  Accrued unbilled revenues                         268,680      415,409
                                                -----------   ----------
     Total receivables                              830,895    1,298,801
                                                -----------   ----------
Deferred fuel costs                                 172,444      568,331
Accumulated deferred income taxes                     6,488            -
Fuel inventory - at average cost                     97,497       93,679
Materials and supplies - at average cost            460,644      425,357
Rate deferrals                                            -       16,581
Deferred nuclear refueling outage costs              79,755       46,544
Prepayments and other                               129,251      122,690
                                                -----------   ----------
TOTAL                                             2,680,684    3,958,015
                                                -----------   ----------

        OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                766,103      136,487
Decommissioning trust funds                       1,775,950    1,315,857
Non-utility property - at cost (less
  accumulated depreciation)                         295,616      262,952
Other                                               495,542       79,917
                                                -----------   ----------
TOTAL                                             3,333,211    1,795,213
                                                -----------   ----------

        PROPERTY, PLANT AND EQUIPMENT
Electric                                         26,359,376   25,137,562
Plant acquisition adjustment                        374,399      390,664
Property under capital lease                        753,310      831,822
Natural gas                                         201,841      190,989
Construction work in progress                       882,829      936,785
Nuclear fuel under capital lease                    265,464      277,673
Nuclear fuel                                        232,387      157,603
                                                -----------   ----------
TOTAL PROPERTY, PLANT AND EQUIPMENT              29,069,606   27,923,098
Less - accumulated depreciation and
  amortization                                   11,805,578   11,477,352
                                                -----------   ----------
PROPERTY, PLANT AND EQUIPMENT - NET              17,264,028   16,445,746
                                                -----------   ----------

       DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                   946,126      980,266
  Unamortized loss on reacquired debt               166,546      183,627
  Deferred fuel costs                                     -       95,661
  Other regulatory assets                           707,439      792,515
Long-term receivables                                28,083       29,575
Other                                               784,194    1,171,278
                                                -----------   ----------
TOTAL                                             2,632,388    3,252,922
                                                -----------   ----------

TOTAL ASSETS                                    $25,910,311  $25,451,896
                                                ===========  ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
                  ENTERGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                      December 31,
                                                  2001           2000
                                                     (In Thousands)
<S>                                              <C>            <C>
             CURRENT LIABILITIES
Currently maturing long-term debt                $682,771       $464,215
Notes payable                                     351,018        388,023
Accounts payable                                  592,529      1,204,227
Customer deposits                                 188,230        172,169
Taxes accrued                                     700,133        451,811
Accumulated deferred income taxes                       -        225,649
Nuclear refueling outage costs                      2,080         10,209
Interest accrued                                  192,420        172,033
Obligations under capital leases                  149,352        156,907
Other                                             345,387        192,908
                                              -----------     ----------
TOTAL                                           3,203,920      3,438,151
                                              -----------     ----------

   DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes               3,574,664      3,249,083
Accumulated deferred investment tax credits       471,090        494,315
Taxes accrued                                     250,000              -
Obligations under capital leases                  181,085        201,873
Other regulatory liabilities                      135,878        135,586
Decommissioning                                 1,194,333        749,708
Transition to competition                         231,512        191,934
Regulatory reserves                                37,591        396,789
Accumulated provisions                            425,399        390,116
Other                                             852,269        853,137
                                              -----------     ----------
TOTAL                                           7,353,821      6,662,541
                                              -----------     ----------
Long-term debt                                  7,321,028      7,732,093
Preferred stock with sinking fund                  26,185         65,758
Preferred stock without sinking fund              334,337        334,688
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trusts
  holding solely junior subordinated
  deferrable debentures                           215,000        215,000



            SHAREHOLDERS' EQUITY
Common stock, $.01 par value, authorized
  500,000,000 shares; issued 248,174,087
  shares in 2001 and 248,094,614 shares
  in 2000                                           2,482          2,481
Paid-in capital                                 4,662,704      4,660,483
Retained earnings                               3,638,448      3,190,639
Accumulated other comprehensive loss              (88,794)       (75,033)
Less - treasury stock, at cost (27,441,384
  shares in 2001 and 28,490,031 shares
  in 2000)                                        758,820        774,905
                                              -----------    -----------
TOTAL                                           7,456,020      7,003,665
                                              -----------    -----------
Commitments and Contingencies

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY    $25,910,311    $25,451,896
                                              ===========    ===========
See Notes to Financial Statements.

</TABLE>
<PAGE>

                        ENTERGY CORPORATION AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE
                            INCOME, AND PAID-IN CAPITAL
<TABLE>
<CAPTION>
                                                             For the Years Ended December 31,
                                                  2001                     2000                    1999
                                                                      (In Thousands)
<S>                                         <C>          <C>        <C>         <C>        <C>         <C>
             RETAINED EARNINGS
Retained Earnings - Beginning of period     $3,190,639              $2,786,467             $2,526,888

  Add-Earnings applicable to common stock      726,196   $726,196      679,294  $679,294      552,459  $552,459

  Deduct:
   Dividends declared on common stock          278,342                 275,929                294,352
   Capital stock and other expenses                 45                    (807)                (1,472)
                                          ------------             -----------            -----------
          Total                                278,387                 275,122                292,880
                                          ------------             -----------            -----------

Retained Earnings - End of period           $3,638,448              $3,190,639             $2,786,467
                                          ============             ===========            ===========


ACCUMULATED OTHER COMPREHENSIVE INCOME
          (LOSS) (Net of tax):
Balance at beginning of period                ($75,033)               ($73,805)              ($46,739)
Cumulative effect to January 1, 2001 of
  accounting change regarding fair value
  of derivative instruments                    (18,021)                      -                      -
Net derivative instrument fair value changes
  arising during the period                         48         48            -         -            -         -
Foreign currency translation adjustments         4,615      4,615       (5,216)   (5,216)     (22,043)  (22,043)
Net unrealized investment gains (losses)          (403)      (403)       3,988     3,988       (5,023)   (5,023)
                                          ------------             -----------            -----------

Balance at end of period:
  Accumulated derivative instrument fair
   value changes                               (17,973)                      -                      -
  Other accumulated comprehensive income
   (loss) items                                (70,821)                (75,033)               (73,805)
                                          ------------             -----------            -----------
     Total                                    ($88,794)               ($75,033)              ($73,805)
                                          ============             ===========            ===========
Comprehensive Income                                     $730,456               $678,066                $525,393
                                                         ========               ========                ========




              PAID-IN CAPITAL
Paid-in Capital - Beginning of period      $4,660,483               $4,636,163             $4,630,609

     Add:
        Common stock issuances related to
         stock plans                            2,221                   24,320                  5,554
                                          ------------             -----------            -----------

Paid-in Capital - End of period            $4,662,704               $4,660,483             $4,636,163
                                          ===========              ===========            ===========
See Notes to Financial Statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                 ENTERGY CORPORATION AND SUBSIDIARIES

            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

                                     2001          2000        1999        1998 (1)    1997 (2)
                                      (In Thousands, Except Percentages and Per Share Amounts)
<S>                               <C>          <C>          <C>          <C>          <C>
Operating revenues                $ 9,620,899  $10,022,129  $ 8,765,635  $11,494,772  $ 9,538,926
Income before cumulative
  effect of accounting change     $   727,025  $   710,915  $   595,026  $   785,629  $   300,899
Earnings per share before
  cumulative effect of
  accounting change
     Basic                        $      3.18  $      3.00  $      2.25  $      3.00  $      1.03
     Diluted                      $      3.13  $      2.97  $      2.25  $      3.00  $      1.03
Dividends declared per share      $      1.28  $      1.22  $      1.20  $      1.50  $      1.80
Return on average common equity        10.04%        9.62%        7.77%       10.71%        3.71%
Book value per share, year-end    $     33.78  $     31.89  $     29.78  $     28.82  $     27.23
Total assets                      $25,910,311  $25,451,896  $22,969,940  $22,836,694  $27,000,700
Long-term obligations (3)         $ 7,743,298  $ 8,214,724  $ 7,252,697  $ 7,349,349  $10,154,330

</TABLE>
(1)  Includes  the  effects  of  the sales of  London  Electricity  and
     CitiPower in December 1998.

(2)  Includes  the  effects  of the London Electricity  acquisition  in
     February 1997.

(3)  Includes  long-term  debt (excluding  currently  maturing  debt),
     preferred  stock with sinking fund, preferred securities of  subsidiary
     trusts and partnership, and noncurrent capital lease obligations.

<TABLE>
<CAPTION>

                           2001          2000          1999          1998          1997
                                              (Dollars In Thousands)
<S>                      <C>           <C>            <C>            <C>           <C>
Domestic Electric Operating Revenues:
   Residential           $2,612,889    $2,524,529     $2,231,091     $2,299,317    $2,271,363
   Commercial             1,860,040     1,699,699      1,502,267      1,513,050     1,581,878
   Industrial             2,298,825     2,177,236      1,878,363      1,829,085     2,018,625
   Governmental             205,054       185,286        163,403        172,368       171,773
                         --------------------------------------------------------------------
     Total retail         6,976,808     6,586,750      5,775,124      5,813,820     6,043,639
   Sales for resale         395,353       423,519        397,844        448,842       359,881
   Other (1)               (127,334)      209,417         98,446       (126,340)      135,311
                         --------------------------------------------------------------------
     Total               $7,244,827    $7,219,686     $6,271,414     $6,136,322    $6,538,831
                         ====================================================================
Billed Electric Energy
 Sales (GWH):
   Residential               31,080        31,998         30,631         30,935        28,286
   Commercial                24,706        24,657         23,775         23,177        21,671
   Industrial                41,577        43,956         43,549         43,453        44,649
   Governmental               2,593         2,605          2,564          2,659         2,507
                         --------------------------------------------------------------------
     Total retail            99,956       103,216        100,519        100,224        97,113
   Sales for resale           8,896         9,794          9,714         11,187         9,707
                         --------------------------------------------------------------------
     Total                  108,852       113,010        110,233        111,411       106,820
                         ====================================================================


</TABLE>
(1)  1998 includes the effect of a reserve for rate refund at Entergy
     Gulf States.  2001 includes the effect of a reserve for rate refund  at
     System Energy.

<PAGE>
                     INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders of
Entergy Arkansas, Inc.:

We  have  audited the accompanying balance sheets of Entergy  Arkansas,
Inc.  as  of December 31, 2001 and 2000, and the related statements  of
income,  retained  earnings, and cash flows (pages 99  through 103  and
pages 161 through 227) for each of the three years in the period  ended
December  31,  2001.  These financial statements are the responsibility
of  the  Company's  management.  Our responsibility is  to  express  an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that
we  plan  and  perform the audit to obtain reasonable  assurance  about
whether the financial statements are free of material misstatement.  An
audit  includes  examining, on a test basis,  evidence  supporting  the
amounts  and  disclosures in the financial statements.  An  audit  also
includes  assessing  the  accounting principles  used  and  significant
estimates  made  by  management,  as well  as  evaluating  the  overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In  our  opinion,  such  financial statements present  fairly,  in  all
material respects, the financial position of Entergy Arkansas, Inc.  as
of  December  31, 2001 and 2000, and the results of its operations  and
its cash flows for each of the three years in the period ended December
31, 2001 in conformity with accounting principles generally accepted in
the United States of America.




DELOITTE & TOUCHE LLP

New Orleans, Louisiana
January 31, 2002


<PAGE>

                        ENTERGY ARKANSAS, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Net Income

     Net income increased in 2001 primarily due to a refund from System
Energy  as  a  result of the receipt of a final FERC  order  in  System
Entergy's  1995 rate proceeding and decreased operation and maintenance
expenses.  The adjustments necessary to record the effects of the  FERC
order  reduced purchased power expense by $62.7 million ($38.6  million
net-of-tax).  The increase was partially offset by decreased regulatory
credits and other income and increased interest charges.  Refer to Note
2  of the financial statements for further discussion of the FERC order
in System Entergy's 1995 rate proceeding.

      Net  income increased in 2000 primarily due to increased electric
operating  revenues and lower regulatory charges, partially  offset  by
increased operation and maintenance expenses.

Revenues and Sales

      The  changes in electric operating revenues for the twelve months
ended December 31, 2001 and 2000 are as follows:

                                       Increase/(Decrease)
                 Description            2001       2000
                                         (In Millions)

           Base rate changes              $0.7       ($6.5)
           Rate riders                   (18.6)      (21.8)
           Fuel cost recovery             78.8        61.8
           Sales volume/weather            5.1        30.8
           Unbilled revenue              (15.9)       45.1
           Other revenue                   3.2         2.5
           Sales for resale              (39.2)      108.8
                                         -----      ------
           Total                         $14.1      $220.7
                                         =====      ======

Rate riders

      Rate rider revenues have no material effect on net income because
specific incurred expenses offset them.

      In  2001,  rate  rider revenues decreased  as  a  result  of  the
cessation  of the ANO Decommissioning rate rider for the calendar  year
2001.  The ANO Decommissioning rider allows Entergy Arkansas to recover
the  decommissioning costs associated with ANO 1  and  2.   In  October
2000, the APSC concluded that funds previously collected, together with
future earnings on those funds, will be sufficient to decommission  ANO
1 and 2.  Also contributing to the decrease in rate rider revenues is a
decrease  in the Grand Gulf rate rider effective July 2001.  The  Grand
Gulf rate rider allows Entergy Arkansas to recover 78% of its share  of
operating costs for Grand Gulf 1.

      In  2000,  rate rider revenues decreased as a result of decreased
ANO Decommissioning and Grand Gulf rate riders.  The decreased rates in
both riders became effective in January 2000.

<PAGE>
                        ENTERGY ARKANSAS, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Fuel cost recovery

     Entergy  Arkansas is allowed to recover certain fuel and purchased
power costs through fuel mechanisms included in electric rates that are
recorded  as  fuel  cost  recovery revenues.   The  difference  between
revenues  collected  and  current fuel and  purchased  power  costs  is
recorded   as  deferred  fuel  costs  on  Entergy  Arkansas'  financial
statements  such  that  these costs generally have  no  net  effect  on
earnings.

      Fuel  cost recovery revenues increased in 2001 primarily  due  to
increases  in the energy cost rate that became effective in April  2000
and  April  2001.   The  energy  cost recovery  rider  (Rider  ECR)  is
determined annually by formula.  The increase in the energy  cost  rate
allows  Entergy  Arkansas  to recover previously  under-recovered  fuel
expenses.   Rider ECR is discussed further in Note 2 to  the  financial
statements.

      Fuel cost recovery revenues increased in 2000 primarily due to an
increase in the energy cost rate in April 2000.

Sales volume/weather

      Electric sales vary seasonally in response to weather and usually
peak  in  the  summer.  The colder winter weather in  2000  contributed
1,508  GWH  to the increase in electric sales volume in the residential
and  commercial  sectors as compared to 1999.   Higher  electric  sales
volume  in  2000  also  increased revenues due  to  increased  weather-
adjusted  usage  of 742 GWH in the residential and commercial  sectors.
Increased usage in the industrial sector of 406 GWH also contributed to
the increase in electric sales.

Unbilled revenue

     In 2001, unbilled revenue decreased primarily due to the effect of
colder  weather  in  December 2000 on the unbilled revenue  calculation
compared to the calculation in the current year.

      In  2000, unbilled revenue increased primarily as a result  of  a
change in estimated unbilled revenues and a $13.4 million adjustment to
third  quarter 1999 unbilled revenues that excluded fuel  recovery  and
rate  rider  revenues  from  the unbilled balance  in  accordance  with
regulatory treatment.  Unbilled revenues also increased due to  greater
unbilled  volume  and  the addition of unbilled revenue  for  wholesale
customers to the unbilled balance.

Sales for resale

     In  2001,  sales for resale decreased due to a decrease  in  sales
volume  to  adjoining  utility systems and municipal  and  co-operative
customers as a result of less energy available for resale, coupled with
a decrease in the average price of energy.

     In  2000,  sales for resale increased primarily due to an increase
in the market price of electricity.

<PAGE>
                        ENTERGY ARKANSAS, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Expenses

Fuel and purchased power

     In 2001, fuel and purchased power expenses decreased primarily due
to:

     o decreased gas generation as a result of displacement by nuclear
       generation;
     o decreased purchased power volume as a result of displacement by
       nuclear generation; and
     o receipt of a final FERC order requiring System Energy to refund a
       portion of its requested December 1995 rate increase.  The effect of
       the order required adjustments that reduced purchased power expense at
       Entergy Arkansas by $62.7 million.

     In 2000, fuel and purchased power expenses increased primarily due
to:

     o an increase in the market price of natural gas;
     o an increase in the market price of purchased power; and
     o increased purchased power volume due to increased demand for
       electricity  and to offset decreased nuclear generation  due  to
       maintenance, inspection, and refueling outages during the year.

The  increased fuel and purchased power expenses were partially  offset
by  a $23.5 million adjustment to the deferred fuel balance as a result
of  the  1999  and  2000 Rider ECR filings.  This  adjustment  reflects
deferred costs that Entergy Arkansas expects to recover in the future.

Other operation and maintenance

      Other  operation  and  maintenance expenses  decreased  for  2001
primarily due to:

     o a decrease in damage expenses of $49.7 million primarily due to a
       reversal of $24.5 million in June 2001, upon recommendation from the
       APSC, of ice storm costs previously charged to expense in December 2000
       (these costs are now reflected in other regulatory assets on Entergy
       Arkansas' balance sheet).  The effect of the reversal of the ice storm
       costs on net income was largely offset by the adjustment to  the
       transition cost account as a result of the 2000 earnings review in
       2001;
     o a decrease in nuclear expenses of $17 million due to maintenance
       and inspection outages in 2000, compared to no outages in 2001, as well
       as the steam generator replacement project at ANO 2 in late 2000; and
     o a decrease in outside service expense of $9.3 million primarily
       due to decreased transition to competition support costs.

The  decrease in other operation and maintenance expenses was partially
offset  by  a  $15.9  million increase due to the  payment  of  turbine
refurbishing  costs  for  the Blytheville plant,  the  lease  of  which
expired after the summer of 1999.

      Other  operation  and  maintenance expenses  increased  for  2000
primarily due to:

     o an increase in property damage expense of $14.5 million due to
       December 2000 ice storms;
     o an  increase in nuclear expenses of $7.9 million related  to
       maintenance and inspection outages and the steam generator replacement
       project at ANO 2;
     o an increase in spending of $7.1 million on vegetation management;
     o an increase in plant maintenance expense of $5.0 million; and
     o an increase in spending of $4.5 million for outside services
       employed related primarily to transition to competition support work.

<PAGE>
                        ENTERGY ARKANSAS, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Decommissioning

     Decommissioning expense decreased in 2001 primarily due to the
cessation of the ANO Decommissioning rate rider for the calendar year
2001.  In October 2000, the APSC concluded that funds previously
collected, together with future earnings on those funds, will be
sufficient to decommission ANO 1 and 2.

     Decommissioning expense decreased in 2000 primarily due to a true-
up of the decommissioning liability in June 2000 for previous over-
accruals.

Other regulatory charges (credits) - net

     In 2001, other regulatory credits decreased primarily due to:

     o the accrual of $22.3 million to the transition cost account;
     o the decreased accrual of transition costs recorded as a regulatory
       asset expected to be recovered in a customer transition tariff; and
     o increased recovery of Grand Gulf 1 costs due to an increase in the
       Grand Gulf 1 rider effective January 2001, partially offset by a later
       decrease in the rider effective July 2001.

     In 2000, other regulatory credits increased primarily due to:

     o a $16.6 million under-recovery of Grand Gulf 1 costs as a result
       of a decreased rate rider that became effective in January 2000 as
       ordered by the APSC;
     o the recording of a regulatory asset for certain transition costs
       expected to be recovered in a customer transition tariff; and
     o accruals in 1999 of $15.4 million to the transition cost account.

      The transition cost account and the December 2000 ice storms  are
discussed in more detail in Note 2 to the financial statements.

Other

Other income

      Other income decreased in 2001 primarily due to a decrease in the
allowance  for  equity funds used during construction due  to  a  lower
construction work in progress balance during 2001 compared to the  same
period in 2000.  The construction balance was lower because the  ANO  2
replacement steam generators were placed in service in late 2000.

Interest charges

     Interest charges increased in 2001 primarily due to:

     o a  decrease  in  the allowance for borrowed funds  used  for
       construction because of the lower construction work in progress balance
       during 2001;
     o the issuance of $100 million of long-term debt in July 2001; and
     o interest expense on a $63 million credit facility obtained in
       January 2001.

<PAGE>
                        ENTERGY ARKANSAS, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS


      Interest  charges increased in 2000 due to the issuance  of  $100
million of long-term debt in March 2000.

Income taxes

      The  effective  income tax rates for 2001, 2000,  and  1999  were
37.3%, 42.3%, and 43.8%, respectively.

      The effective income tax rate decreased in 2001 primarily due  to
resolution  of  matters related to prior year taxes, which  were  lower
than previously estimated.  Also contributing to the decreased rate was
lower tax depreciation.
<PAGE>
<TABLE>
<CAPTION>
 				 ENTERGY ARKANSAS, INC.
				    INCOME STATEMENTS

                                                            For the Years Ended December 31,
                                                              2001         2000        1999
                                                                      (In Thousands)

                 OPERATING REVENUES
<S>							   <C>		<C>	    <C>
Domestic electric                                          $1,776,776   $1,762,635  $1,541,894
        						   ----------   ----------  ----------
                 OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                 397,080      258,294     257,946
   Purchased power                                            397,885      560,793     455,425
   Nuclear refueling outage expenses                           28,695       25,884      29,857
   Other operation and maintenance                            364,409      427,409     389,462
Decommissioning                                                    13        3,845      10,670
Taxes other than income taxes                                  35,186       39,662      36,669
Depreciation and amortization                                 174,539      169,806     161,234
Other regulatory charges (credits) - net                         (721)     (33,078)      5,230
        						   ----------   ----------  ----------
TOTAL                                                       1,397,086    1,452,615   1,346,493
        						   ----------   ----------  ----------

OPERATING INCOME                                              379,690      310,020     195,401
        						   ----------   ----------  ----------

                    OTHER INCOME
Allowance for equity funds used during construction             6,115       15,020      12,866
Interest and dividend income                                    8,983        8,784       7,274
Miscellaneous - net                                            (5,109)      (4,453)     (3,652)
        						   ----------   ----------  ----------
TOTAL                                                           9,989       19,351      16,488
        						   ----------   ----------  ----------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                     90,260       88,140      80,800
Other interest - net                                           14,163        8,360      11,123
Distributions on preferred securities of subsidiary             5,100        5,100       5,100
Allowance for borrowed funds used during construction          (3,962)      (9,788)     (8,459)
        						   ----------   ----------  ----------
TOTAL                                                         105,561       91,812      88,564
        						   ----------   ----------  ----------

INCOME BEFORE INCOME TAXES                                    284,118      237,559     123,325

Income taxes                                                  105,933      100,512      54,012
        						   ----------   ----------  ----------

NET INCOME                                                    178,185      137,047      69,313

Preferred dividend requirements and other                       7,744        7,776      10,854
        						   ----------   ----------  ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                 $170,441     $129,271     $58,459
                                                           ==========   ==========  ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
     				    ENTERGY ARKANSAS, INC.
		 	           STATEMENTS OF CASH FLOWS

                                                               For the Years Ended December 31,
                                                                2001         2000        1999
                                                                        (In Thousands)
                 OPERATING ACTIVITIES
<S>							       <C>          <C>          <C>
Net income                                                     $178,185     $137,047     $69,313
Noncash items included in net income:
  Other regulatory charges (credits) - net                         (721)     (33,078)      5,230
  Depreciation, amortization, and decommissioning               174,552      173,651     171,904
  Deferred income taxes and investment tax credits                6,389       39,776      22,421
  Allowance for equity funds used during construction            (6,115)     (15,020)    (12,866)
Changes in working capital:
  Receivables                                                   (16,073)     (47,647)     40,375
  Fuel inventory                                                  5,437       (6,512)     (4,633)
  Accounts payable                                             (206,185)     141,172      56,985
  Taxes accrued                                                  64,018        1,731     (30,054)
  Interest accrued                                                2,920        5,246      (2,908)
  Deferred fuel costs                                            89,184       35,993      38,814
  Other working capital accounts                                 23,283       17,162       2,444
Provision for estimated losses and reserves                        (978)        (895)     (8,116)
Changes in other regulatory assets                              (39,924)     (85,452)     45,898
Other                                                           139,206       58,386     (42,249)
 						               --------     --------    --------
Net cash flow provided by operating activities                  413,178      421,560     352,558
 						               --------     --------    --------

                 INVESTING ACTIVITIES
Construction expenditures                                      (280,755)    (369,370)   (238,009)
Allowance for equity funds used during construction               6,115       15,020      12,866
Nuclear fuel purchases                                          (19,103)     (44,722)    (32,517)
Proceeds from sale/leaseback of nuclear fuel                     19,103       44,722      32,517
Decommissioning trust contributions and realized
    change in trust assets                                      (10,105)     (15,761)    (17,746)
Changes in other temporary investments - net                    (38,397)           -           -
Other regulatory investments                                     (3,460)     (97,343)    (39,243)
 						               --------     --------    --------
Net cash flow used in investing activities                     (326,602)    (467,454)   (282,132)
 						               --------     --------    --------
                 FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                     97,384       99,381           -
Retirement of long-term debt                                          -         (220)    (39,607)
Redemption of preferred stock                                         -            -     (22,666)
Dividends paid:
  Common stock                                                  (82,500)     (44,600)    (82,700)
  Preferred stock                                                (5,832)      (7,691)    (11,696)
 						               --------     --------    --------
Net cash flow provided by (used in) financing activities          9,052       46,870    (156,669)
 						               --------     --------    --------

Net increase (decrease) in cash and cash equivalents             95,628          976     (86,243)

Cash and cash equivalents at beginning of period                  7,838        6,862      93,105
 						               --------     --------    --------

Cash and cash equivalents at end of period                     $103,466       $7,838      $6,862
     							       ========	    ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                         $101,330      $91,291     $94,872
  Income taxes                                                  $31,939      $60,291     $61,273
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                ($14,843)     ($3,920)    $22,980
  Proceeds from long-term debt issued for the purpose
   of refunding prior long-term debt                            $47,000            -           -

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
 			        ENTERGY ARKANSAS, INC.
			            BALANCE SHEETS
			                ASSETS

                                                                     December 31,
                                                                   2001           2000
                                                                     (In Thousands)
                      CURRENT ASSETS
<S>							       <C>	     <C>
Cash and cash equivalents:
  Cash                                                            $18,331        $7,838
  Temporary cash investments - at cost,
    which approximates market                                      85,135             -
							       ----------    ----------
        Total cash and cash equivalents                           103,466         7,838
							       ----------    ----------
Other temporary investments                                        38,397             -
Accounts receivable:
  Customer                                                         80,719        98,550
  Allowance for doubtful accounts                                  (1,667)       (1,667)
  Associated companies                                             65,102        22,286
  Other                                                            20,889        26,221
  Accrued unbilled revenues                                        62,307        65,887
							       ----------    ----------
    Total accounts receivable                                     227,350       211,277
							       ----------    ----------
Deferred fuel costs                                                17,246       102,970
Accumulated deferred income taxes                                  22,698             -
Fuel inventory - at average cost                                    4,372         9,809
Materials and supplies - at average cost                           75,499        80,682
Deferred nuclear refueling outage costs                            14,508        23,541
Prepayments and other                                              53,386         5,540
							       ----------    ----------
TOTAL                                                             556,922       441,657
							       ----------    ----------

              OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                               11,217        11,217
Decommissioning trust funds                                       351,114       355,852
Non-utility property - at cost (less accumulated depreciation)      1,465         1,469
Other - at cost (less accumulated depreciation)                     2,976         3,032
							       ----------    ----------
TOTAL                                                             366,772       371,570
							       ----------    ----------

                      UTILITY PLANT
Electric                                                        5,399,294     5,274,066
Property under capital lease                                       35,604        40,289
Construction work in progress                                     157,994        87,389
Nuclear fuel under capital lease                                   65,556       107,023
Nuclear fuel                                                        8,156         6,720
							       ----------    ----------
TOTAL UTILITY PLANT                                             5,666,604     5,515,487
Less - accumulated depreciation and amortization                2,615,013     2,534,463
							       ----------    ----------
UTILITY PLANT - NET                                             3,051,591     2,981,024
							       ----------    ----------
             DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                 164,146       162,952
  Unamortized loss on reacquired debt                              40,817        44,428
  Other regulatory assets                                         260,535       221,805
Other                                                              10,797         4,775
							       ----------    ----------
TOTAL                                                             476,295       433,960
							       ----------    ----------

TOTAL ASSETS                                                   $4,451,580    $4,228,211
      							       ==========    ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

		                ENTERGY ARKANSAS, INC.
                                    BALANCE SHEETS
                         LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                      December 31,
                                                                   2001           2000
                                                                     (In Thousands)

                   CURRENT LIABILITIES
<S>							       <C>	     <C>
Currently maturing long-term debt                                 $85,000          $100
Notes payable                                                         667           667
Accounts payable:
  Associated companies                                             32,868        94,776
  Other                                                            87,036       231,313
Customer deposits                                                  32,589        29,775
Taxes accrued                                                     104,281        40,263
Accumulated deferred income taxes                                       -        55,127
Interest accrued                                                   30,544        27,624
Obligations under capital leases                                   51,973        45,962
System Energy refund                                               53,732             -
Other                                                              17,221        14,942
							       ----------    ----------
TOTAL                                                             495,911       540,549
							       ----------    ----------

          DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                 809,742       715,891
Accumulated deferred investment tax credits                        83,239        88,264
Obligations under capital leases                                   49,187       101,350
Transition to competition                                         152,414       119,553
Accumulated provisions                                             41,415        42,393
Other                                                             107,424        64,267
							       ----------    ----------
TOTAL                                                           1,243,421     1,131,718
							       ----------    ----------
Long-term debt                                                  1,308,075     1,239,712
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                 60,000        60,000

                   SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                              116,350       116,350
Common stock, $0.01 par value, authorized 325,000,000
  shares; issued and outstanding 46,980,196 shares in 2001
  and 2000                                                            470           470
Paid-in capital                                                   591,127       591,127
Retained earnings                                                 636,226       548,285
							       ----------    ----------
TOTAL                                                           1,344,173     1,256,232

							       ----------    ----------
Commitments and Contingencies

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,451,580    $4,228,211
 							       ==========    ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

		          ENTERGY ARKANSAS, INC.
  	              STATEMENTS OF RETAINED EARNINGS

                                          For the Years Ended December 31,
                                           2001        2000        1999
                                                  (In Thousands)
<S>                                       <C>        <C>         <C>
Retained Earnings, January 1              $548,285   $463,614    $487,855

  Add:
    Net income                             178,185    137,047      69,313

  Deduct:
    Dividends declared:
      Preferred stock                        7,744      7,776       9,223
      Common stock                          82,500     44,600      82,700
    Capital stock expenses and other             -          -       1,631
					  --------   --------    --------
        Total                               90,244     52,376      93,554
					  --------   --------    --------

Retained Earnings, December 31            $636,226   $548,285    $463,614
         				  ========   ========    ========

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY ARKANSAS, INC.

            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

                               2001       2000        1999        1998        1997
                                                 (In Thousands)
<S>                        <C>         <C>         <C>         <C>         <C>
Operating revenues         $1,776,776  $1,762,635  $1,541,894  $1,608,698  $1,715,714
Net income                 $  178,185  $  137,047  $   69,313  $  110,951  $  127,977
Total assets               $4,451,580  $4,228,211  $3,917,111  $4,006,651  $4,106,877
Long-term obligations (1)  $1,417,262  $1,401,062  $1,265,846  $1,335,248  $1,419,728
</TABLE>
(1)  Includes  long-term  debt  (excluding  currently  maturing  debt),
     preferred securities of subsidiary trust, and noncurrent capital lease
     obligations.

<TABLE>
<CAPTION>
                                 2001          2000         1999        1998         1997
<S>                            <C>          <C>           <C>          <C>          <C>
Electric Operating Revenues:                         (Dollars In Thousands)
   Residential                   $586,361     $561,363      $533,245     $562,325     $551,821
   Commercial                     329,437      307,320       288,677      288,816      332,715
   Industrial                     370,772      353,046       335,824      330,016      372,083
   Governmental                    16,149       14,935        14,606       14,640       18,200
                               ---------------------------------------------------------------
     Total retail               1,302,719    1,236,664     1,172,352    1,195,797    1,274,819
   Sales for resale:
     Associated companies         240,073      245,541       178,150      149,603      213,845
     Non-associated companies     201,111      234,873       193,449      240,090      215,249
   Other                           32,873       45,557        (2,057)      23,208       11,801
                               ---------------------------------------------------------------
     Total                     $1,776,776   $1,762,635    $1,541,894   $1,608,698   $1,715,714
                               ===============================================================
Billed Electric Energy
 Sales (GWH):
   Residential                      6,918        6,791         6,493        6,613        5,988
   Commercial                       5,162        5,063         4,880        4,773        4,445
   Industrial                       7,052        7,240         7,054        6,837        6,647
   Governmental                       245          239           237          233          239
                               ---------------------------------------------------------------
     Total retail                  19,377       19,333        18,664       18,456       17,319
   Sales for resale:
     Associated companies           7,217        6,513         7,592        6,500        9,557
     Non-associated companies       4,909        5,537         4,868        5,948        6,828
                               ---------------------------------------------------------------
     Total                         31,503       31,383        31,124       30,904       33,704
                               ===============================================================


</TABLE>
<TABLE>
<CAPTION>

                                              2002     2003     2004      after
                                                                          2004
                                                       (In Millions)
<S>                                            <C>      <C>      <C>      <C>
Planned construction and capital investment    $239     $200     $194        N/A
Long-term debt maturities                       $85     $255       $-     $1,053
Short-term facility maturities (1)               $-      N/A      N/A        N/A
Capital and operating lease payments            $31      $22      $22        $45
Unconditional fuel and purchased power         $228     $200     $203     $1,428
  obligations
Nuclear fuel lease obligations (2)              $47      $19      N/A        N/A

</TABLE>
 (1) Entergy  Arkansas'  364-day credit  facility  is  discussed  in
     "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - LIQUIDITY AND CAPITAL
     RESOURCES".

 (2) It is expected that additional financing under the leases will be
     arranged as needed to acquire additional fuel, to pay interest, and to
     pay maturing debt.  If such additional financing cannot be arranged,
     however, the lessee in each case must repurchase sufficient nuclear
     fuel to allow the lessor to meet its obligations.

<PAGE>
                    INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders of
Entergy Gulf States, Inc.:

We have audited the accompanying balance sheets of Entergy Gulf States,
Inc.  as  of December 31, 2001 and 2000, and the related statements  of
income,  retained  earnings, and cash flows (pages 111 through 115  and
pages 161 through 227) for each of the three years in the period  ended
December  31,  2001.  These financial statements are the responsibility
of  the  Company's  management.  Our responsibility is  to  express  an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that
we  plan  and  perform the audit to obtain reasonable  assurance  about
whether the financial statements are free of material misstatement.  An
audit  includes  examining, on a test basis,  evidence  supporting  the
amounts  and  disclosures in the financial statements.  An  audit  also
includes  assessing  the  accounting principles  used  and  significant
estimates  made  by  management,  as well  as  evaluating  the  overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In  our  opinion,  such  financial statements present  fairly,  in  all
material respects, the financial position of Entergy Gulf States,  Inc.
as of December 31, 2001 and 2000, and the results of its operations and
its cash flows for each of the three years in the period ended December
31, 2001 in conformity with accounting principles generally accepted in
the United States of America.




DELOITTE & TOUCHE LLP

New Orleans, Louisiana
January 31, 2002


<PAGE>

                       ENTERGY GULF STATES, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Net Income


      Net  income decreased slightly in 2001 primarily due to decreased
unbilled  revenue,  less  favorable  sales  volume  and  weather,   and
increased  interest  expense.  The decrease was offset  by  lower  rate
refund   provisions,  decreased  nuclear  refueling  outage   expenses,
increased interest income, and lower income taxes.

      Net  income  increased in 2000 primarily due to  increased  sales
volume,  increased unbilled revenue, increased wholesale  revenue,  and
decreased charges for regulatory reserves.

Revenues and Sales


Electric operating revenues

      The  changes in electric operating revenues for the twelve months
ended December 31, 2001 and 2000 are as follows:

                                          Increase/(Decrease)
                      Description            2001     2000
                                             (In Millions)

                Base rate changes            $35.9    ($83.2)
                Fuel cost recovery           200.9     342.5
                Sales volume/weather         (30.9)     40.7
                Unbilled revenue             (96.8)     33.7
                Other revenue                 (2.0)     (3.9)
                Sales for resale              12.9      58.7
                                            ------    ------
                Total                       $120.0    $388.5
                                            ======    ======

Base rate changes

      In  2001,  base  rate changes increased primarily  due  to  lower
accruals for rate refund provisions in 2001.

     In 2000, base rate changes decreased primarily due to the reversal
in   1999  of  regulatory  reserves  associated  with  the  accelerated
amortization  of  accounting  order  deferrals  and  rate  refunds   in
conjunction with the Texas rate settlement in June 1999.

     The LPSC and PUCT rate issues are discussed in Note 2 to the
financial statements.

Fuel cost recovery

     Entergy  Gulf  States  is  allowed to  recover  certain  fuel  and
purchased  power  costs through fuel mechanisms  included  in  electric
rates that are recorded as fuel cost recovery revenues.  The difference
between  revenues collected and current fuel and purchased power  costs
is  recorded  as deferred fuel costs on Entergy Gulf States'  financial
statements  such  that  these costs generally have  no  net  effect  on
earnings.

<PAGE>
                       ENTERGY GULF STATES, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

     In 2001, fuel cost recovery revenues increased in both operational
jurisdictions  of Entergy Gulf States.  In the Louisiana  jurisdiction,
fuel  recovery  revenues increased $103.9 million due to  the  recovery
through  the fuel adjustment clause of higher fuel and purchased  power
costs  in  2001.  In the Louisiana jurisdiction, these fuel  costs  are
recovered  on  a two-month lag.  In the Texas jurisdiction,  fuel  cost
recovery  revenues increased $97 million due to increases in the  fixed
fuel  factor  in March 2001 and August 2001 as well as a fuel  recovery
surcharge  which  became  effective in February  2001  and  expired  in
December 2001.

     In  2000, fuel cost recovery revenues increased primarily  due  to
increased market prices for fuel and purchased power, resulting  in  an
increased  recovery  of  $226.7 million in the Louisiana  jurisdiction.
Fuel  cost  recovery  revenues increased in the Texas  jurisdiction  by
$82.4  million  due  to  a  higher fuel  recovery  factor  that  became
effective  in  September  1999  and by $33.4  million  due  to  a  fuel
surcharge implemented in January 2000.

Sales volume/weather

      Electric sales vary seasonally in response to weather and usually
peak  in the summer.  Lower electric sales volume reduced revenues  for
2001 primarily due to decreased usage of 379 GWH in the residential and
commercial sectors as a result of less favorable summer weather.  Lower
usage  in  the industrial sector of 1,302 GWH also contributed  to  the
decrease in electric sales.

     In 2000, higher electric sales volume increased revenues primarily
due  to  more  favorable weather.  The effect of more favorable  winter
weather  increased usage by 462 GWH in the residential  and  commercial
sectors.   The increase in revenues was also due to increased usage  of
276 GWH in the industrial sector.

Unbilled revenue

      In  2001,  unbilled revenue decreased as a result of higher  fuel
prices and more favorable weather in December 2000.

      In 2000, unbilled revenue increased due to the effect of a change
in  estimate on unbilled revenue, more favorable weather, and increased
sales volume.

Sales for resale

      In  2001,  sales for resale increased primarily due to  increased
sales  volume to municipal and co-op customers coupled with an increase
in  the average price of energy supplied, partially offset by decreased
sales volume to adjoining utility systems and affiliated companies  due
to decreased demand.

      In  2000,  sales for resale increased primarily due to  increased
sales volume including sales of energy from the non-regulated piece  of
River Bend to affiliated companies.  Such sales volume was possible  as
a  result  of  increased generation, particularly  nuclear  generation,
resulting in more energy available for resale.


<PAGE>

                       ENTERGY GULF STATES, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Gas and steam operating revenues

      Gas  operating revenues increased in 2001 primarily due to a  39%
increase in the market price for natural gas as well as increased sales
volume  in the residential and commercial sectors, particularly  during
the  first  quarter of 2001.  The increase in gas revenues was  largely
offset by increased expense for gas purchased for resale.

     Gas operating revenues increased in 2000 due to an increase in the
market  price for natural gas as well as increased sales volume in  the
residential and commercial sectors.

     In 2000, steam operating revenues decreased primarily due to a new
lease  arrangement that began in June 1999 for the Louisiana Station  1
generating facility.  Under the new arrangement, revenues and  expenses
are  now classified as other income.  The previous classifications were
steam operating revenues and other operation and maintenance expenses.

Expenses

Fuel and purchased power

     In 2001, fuel and purchased power expenses increased primarily due
to  adjustments to the deferred fuel balance as a result of  the  over-
recovery of fuel and purchased power costs.  The over-recovery  in  the
Louisiana  jurisdiction is due to the collection  of  higher  fuel  and
purchased  power costs through the fuel adjustment clause as  discussed
above.  The over-recovery in the Texas jurisdiction is due to increases
in the fixed fuel factor and a fuel recovery surcharge.

     In 2000, fuel and purchased power expenses increased primarily due
to:

     o higher market prices for gas and purchased power;
     o increased nuclear generation; and
     o an  adjustment in March 2000 of $11.5 million to  the  Texas
       jurisdiction deferred fuel balance as a result of a fuel reconciliation
       settlement with the PUCT.

Nuclear refueling outage expenses

      In  2001, nuclear refueling outage expenses decreased as a result
of  the  lower  accrual of anticipated future outage  expenses.   River
Bend's next refueling outage is not scheduled until 2003.

Other operation and maintenance expenses

     In  2000,  other  operation  and  maintenance  expenses  increased
primarily  due  to  increased  expenses of  $12.6  million  in  outside
services employed related to legal and contract services for transition
work  and  increased nuclear plant operations costs  of  $5.8  million.
These  increases  were  largely offset  by  decreases  in  pension  and
benefits costs of $7.3 million and a decrease in environmental  reserve
charges of $5.7 million.

Depreciation and amortization

      In 2000, depreciation and amortization increased primarily due to
a  review  of  plant-in-service dates for consistency  with  regulatory
treatment,  reducing depreciation expense by $6.7 million in  1999,  as
well   as  additional  depreciation  expense  related  to  net  capital
additions in 2000.

<PAGE>
                       ENTERGY GULF STATES, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Other regulatory credits

     In 2001, other regulatory credits increased due to:

     o the establishment of the Texas System Benefit Fund; and
     o the deferral of the Louisiana Retail jurisdiction portion of
       capacity charges included in purchased power costs for the summers of
       2000 and 2001 that Entergy Gulf States expects to recover in the
       future.

The  increase  was  partially offset by the amortization  of  the  2000
capacity charges, which will occur through July 2002.

     In 2000, other regulatory credits decreased due to:

     o the amortization of the Year 2000 regulatory asset deferred in
       1999; and
     o the completion of the amortization of the deferred financing costs
       in accordance with the December 1998 rate order settlement with the
       PUCT.

Amortization of rate deferrals

      In  2000,  the amortization of rate deferrals decreased primarily
due to the large reduction in the rate deferral balance upon the PUCT's
approval  in  June 1999 of the Texas rate settlement.  This  settlement
increased  amortization  expense in 1999 but was  offset  by  increased
revenues.

      As  of  December  31, 2001, the rate deferrals  have  been  fully
amortized.

Other

Other income

      In  2001,  other  income  increased primarily  due  to  increased
interest income recorded on the deferred fuel balance.

      In  2000, other income decreased primarily due to decreased  non-
utility  operating income from Louisiana Station 1 as well as the  1999
adjustment to the accumulated depreciation balance of River Bend abeyed
plant.

Interest charges

     Interest charges increased in 2001 primarily due to:

     o the issuance of $300 million of long-term debt in June 2000 and
       the net issuance of an additional $177 million of long-term debt in
       August 2001; and
     o an adjustment to the liability for deferred compensation for
       certain  former Entergy Gulf States employees in accord with  an
       actuarial study.

     In 2000, interest charges increased as a result of the issuance of
$300 million of long-term debt in June 2000.

<PAGE>
                       ENTERGY GULF STATES, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Income taxes

      The  effective  income tax rates for 2001, 2000,  and  1999  were
31.4%, 36.5%, and 37.6%, respectively.

      The  decrease  in  the  effective income tax  rate  in  2001  was
primarily due to accelerated tax depreciation deductions accounted  for
on  a  flow-through basis and an adjustment of prior year taxes,  which
were lower than estimated.

<PAGE>
<TABLE>
<CAPTION>

				ENTERGY GULF STATES, INC.
			           INCOME STATEMENTS

                                                              For the Years Ended December 31,
                                                                2001         2000        1999
                                                                        (In Thousands)

                  OPERATING REVENUES
<S>							     <C>	  <C>	      <C>
Domestic electric                                            $2,590,836   $2,470,884  $2,082,358
Natural gas                                                      57,724       40,356      28,998
Steam products                                                        -            -      15,852
							     ----------   ----------  ----------
TOTAL                                                         2,648,560    2,511,240   2,127,208
							     ----------   ----------  ----------

                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                 1,061,037      895,361     634,726
   Purchased power                                              467,196      455,300     365,245
   Nuclear refueling outage expenses                             11,159       16,663      16,307
   Other operation and maintenance                              422,667      423,031     419,713
Decommissioning                                                   6,247        6,273       7,588
Taxes other than income taxes                                   118,670      120,428     111,872
Depreciation and amortization                                   191,120      189,149     185,254
Other regulatory credits - net                                  (32,334)     (13,860)    (24,092)
Amortization of rate deferrals                                    5,606        5,606      89,597
							     ----------   ----------  ----------
TOTAL                                                         2,251,368    2,097,951   1,806,210
							     ----------   ----------  ----------

OPERATING INCOME                                                397,192      413,289     320,998
							     ----------   ----------  ----------

                     OTHER INCOME
Allowance for equity funds used during construction               9,248        7,617       6,306
Gain on sale of assets                                            2,454        2,327       2,046
Interest and dividend income                                     24,818       16,428      18,069
Miscellaneous - net                                              (7,148)      (3,692)          4
							     ----------   ----------  ----------
TOTAL                                                            29,372       22,680      26,425
							     ----------   ----------  ----------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                      153,393      143,053     138,602
Other interest - net                                             13,537        8,458       6,994
Distributions on preferred securities of subsidiary               7,438        7,438       7,438
Allowance for borrowed funds used during construction            (9,286)      (6,926)     (5,776)
							     ----------   ----------  ----------
TOTAL                                                           165,082      152,023     147,258
							     ----------   ----------  ----------

INCOME BEFORE INCOME TAXES                                      261,482      283,946     200,165

Income taxes                                                     82,038      103,603      75,165
							     ----------   ----------  ----------

NET INCOME                                                      179,444      180,343     125,000

Preferred dividend requirements and other                         5,025        9,998      17,423
							     ----------   ----------  ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                   $174,419     $170,345    $107,577
                                                             ==========   ==========  ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

				   ENTERGY GULF STATES, INC.
				    STATEMENTS OF CASH FLOWS

                                                                For the Years Ended December 31,
                                                                 2001        2000        1999
                                                                         (In Thousands)

                  OPERATING ACTIVITIES
<S>								<C>	    <C>         <C>
Net income                                                      $179,444    $180,343    $125,000
Noncash items included in net income:
  Amortization of rate deferrals                                   5,606       5,606      89,597
  Reserve for regulatory adjustments                             (27,374)    (49,571)    (97,953)
  Other regulatory credits - net                                 (32,334)    (13,860)    (24,092)
  Depreciation, amortization, and decommissioning                197,367     195,422     192,842
  Deferred income taxes and investment tax credits                 4,320      54,279      (1,495)
  Allowance for equity funds used during construction             (9,248)     (7,617)     (6,306)
  Gain on sale of assets                                          (2,454)     (2,327)     (2,046)
Changes in working capital:
  Receivables                                                     59,132    (131,643)      9,791
  Fuel inventory                                                 (16,753)      1,013      (8,070)
  Accounts payable                                              (151,090)    130,435      42,370
  Taxes accrued                                                  (41,764)     30,570      46,018
  Interest accrued                                                  (125)     14,969     (14,061)
  Deferred fuel costs                                            161,396     (26,291)     40,851
  Other working capital accounts                                   6,183      20,896     (10,954)
Provision for estimated losses and reserves                       (3,593)     (1,991)      8,496
Changes in other regulatory assets                               (54,613)    (47,777)    (59,242)
Other                                                             64,386      51,424      56,817
  							        --------    --------    --------
Net cash flow provided by operating activities                   338,486     403,880     387,563
  							        --------    --------    --------

                  INVESTING ACTIVITIES
Construction expenditures                                       (317,776)   (277,635)   (199,076)
Allowance for equity funds used during construction                9,248       7,617       6,306
Nuclear fuel purchases                                           (14,148)    (34,735)    (53,293)
Proceeds from sale/leaseback of nuclear fuel                      15,222      34,154      53,293
Decommissioning trust contributions and realized
    change in trust assets                                       (11,319)    (12,051)    (10,853)
Changes in other temporary investments - net                     (44,643)          -           -
Other regulatory investments                                           -    (127,377)    (42,412)
  							        --------    --------    --------
Net cash flow used in investing activities                      (363,416)   (410,027)   (246,035)
  							        --------    --------    --------

                  FINANCING ACTIVITIES
Proceeds from issuance of long-term debt                         298,554     298,819     122,906
Retirement of long-term debt                                    (124,829)       (185)   (197,960)
Redemption of preferred stock                                     (4,573)   (157,658)    (25,931)
Dividends paid:
  Common stock                                                   (83,700)    (88,000)   (107,000)
  Preferred stock                                                 (5,073)    (10,862)    (16,967)
  							        --------    --------    --------
Net cash flow provided by (used in) financing activities          80,379      42,114    (224,952)
  							        --------    --------    --------

Net increase (decrease) in cash and cash equivalents              55,449      35,967     (83,424)

Cash and cash equivalents at beginning of period                  68,279      32,312     115,736
  							        --------    --------    --------

Cash and cash equivalents at end of period                      $123,728     $68,279     $32,312
                                                                ========    ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                          $169,067    $136,154    $161,326
  Income taxes                                                  $107,726     $23,259     $28,410
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                  ($9,492)    ($3,172)    $14,054

 See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                              ENTERGY GULF STATES, INC.
                                    BALANCE SHEETS
                                         ASSETS

                                                                          December 31,
                                                                        2001        2000
                                                                          (In Thousands)

                      CURRENT ASSETS
<S>								     <C>	 <C>
Cash and cash equivalents:
  Cash                                                                  $19,503     $10,726
  Temporary cash investments - at cost,
    which approximates market                                           104,225      57,553
     							             ----------  ----------
        Total cash and cash equivalents                                 123,728      68,279
     							             ----------  ----------
Other temporary investments                                              44,643           -
Accounts receivable:
  Customer                                                               81,136     125,412
  Allowance for doubtful accounts                                        (2,131)     (2,131)
  Associated companies                                                   34,032      27,660
  Other                                                                  53,249      22,837
  Accrued unbilled revenues                                              84,744     136,384
     							             ----------  ----------
    Total accounts receivable                                           251,030     310,162
     							             ----------  ----------
Deferred fuel costs                                                     126,730     288,126
Fuel inventory - at average cost                                         54,011      37,258
Materials and supplies - at average cost                                 95,674     100,018
Rate deferrals                                                                -       5,606
Prepayments and other                                                    22,373      22,332
     							             ----------  ----------
TOTAL                                                                   718,189     831,781
     							             ----------  ----------

              OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                             245,382     243,555
Non-utility property - at cost (less accumulated depreciation)          194,830     194,422
Other                                                                    15,970      14,826
     							             ----------  ----------
TOTAL                                                                   456,182     452,803
     							             ----------  ----------

                       UTILITY PLANT
Electric                                                              7,694,226   7,574,905
Property under capital lease                                             28,087      38,564
Natural gas                                                              59,100      56,163
Construction work in progress                                           221,730     144,814
Nuclear fuel under capital lease                                         67,688      57,472
     							             ----------  ----------
TOTAL UTILITY PLANT                                                   8,070,831   7,871,918
Less - accumulated depreciation and amortization                      3,750,770   3,680,662
     							             ----------  ----------
UTILITY PLANT - NET                                                   4,320,061   4,191,256
     							             ----------  ----------

             DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                       426,623     403,934
  Unamortized loss on reacquired debt                                    34,321      37,903
  Other regulatory assets                                               201,329     169,405
Long-term receivables                                                    26,576      29,586
Other                                                                    26,460      17,349
     							             ----------  ----------
TOTAL                                                                   715,309     658,177
     							             ----------  ----------

TOTAL ASSETS                                                         $6,209,741  $6,134,017
                                                                     ==========  ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                               ENTERGY GULF STATES, INC.
                                    BALANCE SHEETS
                         LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                         December 31,
                                                                        2001        2000
                                                                         (In Thousands)
<S>                                                                  <C>         <C>
                    CURRENT LIABILITIES
Currently maturing long-term debt                                      $147,921    $122,750
Accounts payable:
  Associated companies                                                   38,728      66,312
  Other                                                                 135,023     258,529
Customer deposits                                                        45,876      37,489
Taxes accrued                                                            90,604     132,368
Accumulated deferred income taxes                                        21,412      94,032
Nuclear refueling outage costs                                            2,080      10,209
Interest accrued                                                         43,414      43,539
Obligations under capital leases                                         36,668      42,524
Other                                                                    20,995      19,418
     							             ----------  ----------
TOTAL                                                                   582,721     827,170
     							             ----------  ----------

          DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                     1,227,084   1,115,119
Accumulated deferred investment tax credits                             163,766     171,000
Obligations under capital leases                                         60,163      53,512
Other regulatory liabilities                                                  -         669
Decommissioning                                                         144,926     142,604
Transition to competition                                                79,098      72,381
Regulatory reserves                                                      33,591      60,965
Accumulated provisions                                                   63,811      67,404
Other                                                                    93,719      98,501
     							             ----------  ----------
TOTAL                                                                 1,866,158   1,782,155
     							             ----------  ----------

Long-term debt                                                        1,958,897   1,808,879
Preferred stock with sinking fund                                        26,185      30,758
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                       85,000      85,000

                   SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                     47,327      47,677
Common stock, no par value, authorized 200,000,000
  shares; issued and outstanding 100 shares in 2001 and 2000            114,055     114,055
Paid-in capital                                                       1,157,459   1,153,195
Retained earnings                                                       371,939     285,128
     							             ----------  ----------
TOTAL                                                                 1,690,780   1,600,055
     							             ----------  ----------

Commitments and Contingencies

                 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $6,209,741  $6,134,017
                                                                     ==========  ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY GULF STATES, INC.
                    STATEMENTS OF RETAINED EARNINGS

                                        For the Years Ended December 31,
                                          2001        2000        1999
                                                 (In Thousands)
<S>                                       <C>        <C>         <C>
Retained Earnings, January 1              $285,128   $202,782    $202,205

  Add:
    Net income                             179,444    180,343     125,000

  Deduct:
    Dividends declared:
     Preferred and preference stock          5,025      9,933      16,784
     Common stock                           83,700     88,000     107,000
    Capital stock expenses and other         3,908         64         639
					  --------   --------    --------
        Total                               92,633     97,997     124,423
					  --------   --------    --------

Retained Earnings, December 31            $371,939   $285,128    $202,782
                                          ========   ========    ========
See Notes to Financial Statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
              ENTERGY GULF STATES, INC. AND SUBSIDIARIES

            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

                              2001         2000        1999        1998        1997
                                                  (In Thousands)
<S>                        <C>          <C>         <C>         <C>         <C>
Operating revenues         $2,648,560   $2,511,240  $2,127,208  $1,853,809  $2,147,829
Net income                 $  179,444   $  180,343  $  125,000  $   46,393  $   59,976
Total assets               $6,209,741   $6,134,017  $5,733,022  $6,293,744  $6,488,637
Long-term obligations (1)  $2,130,245   $1,978,149  $1,966,269  $1,993,811  $2,098,752
</TABLE>

(1)  Includes  long-term  debt  (excluding  currently  maturing  debt),
     preferred stock with sinking fund, preferred securities of subsidiary
     trust, and noncurrent capital lease obligations.

<TABLE>
<CAPTION>
                                  2001          2000         1999         1998         1997
<S>                             <C>          <C>           <C>           <C>          <C>
Electric Operating Revenues:                         (Dollars In Thousands)
   Residential                    $787,960     $717,453      $607,875      $605,759     $624,862
   Commercial                      587,148      505,346       430,291       422,944      452,724
   Industrial                      945,733      870,594       718,779       704,393      740,418
   Governmental                     38,215       32,939        28,475        35,930       33,774
                                ----------------------------------------------------------------
     Total retail                2,359,056    2,126,332     1,785,420     1,769,026    1,851,778
   Sales for resale:
     Associated companies           72,961       93,675        38,416        14,172       14,260
     Non-associated companies      146,092      112,522       109,132       112,182       59,015
   Other (1)                        12,727      138,355       149,390      (117,796)     136,458
                                ----------------------------------------------------------------
     Total                      $2,590,836   $2,470,884    $2,082,358    $1,777,584   $2,061,511
                                ================================================================
Billed Electric Energy
 Sales (GWH):
   Residential                       9,059        9,405         8,929         8,903        8,178
   Commercial                        7,668        7,660         7,310         6,975        6,575
   Industrial                       16,658       17,960        17,684        18,158       18,038
   Governmental                        452          450           425           560          481
                                ----------------------------------------------------------------
     Total retail                   33,837       35,475        34,348        34,596       33,272
   Sales for resale:
     Associated companies            1,087        1,381           677           380          414
     Non-associated companies        3,305        3,248         3,408         3,701        1,503
                                ----------------------------------------------------------------
     Total Electric Department      38,229       40,104        38,433        38,677       35,189
                                ================================================================

</TABLE>
(1) 1998 includes the effects of an Entergy Gulf States reserve for
    rate refund.

<TABLE>
<CAPTION>

                                             2002     2003     2004     after
                                                                        2004
                                                      (In Millions)
<S>                                           <C>      <C>      <C>    <C>
Planned construction and capital investment   $317     $265     $277      N/A
Long-term debt maturities                     $148     $339     $592   $1,028
Capital and operating lease payments           $26      $26      $27      $40
Unconditional fuel and purchased power         $53      $34      $32      N/A
  obligations
Nuclear fuel lease obligations (1)             $30      $39      N/A      N/A

</TABLE>
 (1) It is expected that additional financing under the leases will be
     arranged as needed to acquire additional fuel, to pay interest, and to
     pay maturing debt.  If such additional financing cannot be arranged,
     however, the lessee in each case must repurchase sufficient nuclear
     fuel to allow the lessor to meet its obligations.

<PAGE>
                     INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders of
Entergy Louisiana, Inc.:

We  have  audited the accompanying balance sheets of Entergy Louisiana,
Inc.  as  of December 31, 2001 and 2000, and the related statements  of
income,  retained  earnings, and cash flows (pages 122  through 127 and
pages 161 through 227) for each of the three years in the period  ended
December 31, 2001. These financial statements are the responsibility of
the  Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that
we  plan  and  perform the audit to obtain reasonable  assurance  about
whether the financial statements are free of material misstatement.  An
audit  includes  examining, on a test basis,  evidence  supporting  the
amounts  and  disclosures in the financial statements.  An  audit  also
includes  assessing  the  accounting principles  used  and  significant
estimates  made  by  management,  as well  as  evaluating  the  overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In  our  opinion,  such  financial statements present  fairly,  in  all
material respects, the financial position of Entergy Louisiana, Inc. as
of  December  31, 2001 and 2000, and the results of its operations  and
its cash flows for each of the three years in the period ended December
31, 2001 in conformity with accounting principles generally accepted in
the United States of America.




DELOITTE & TOUCHE LLP

New Orleans, Louisiana
January 31, 2002

<PAGE>

                        ENTERGY LOUISIANA, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Net Income

      Net  income decreased in 2001 primarily due to decreased unbilled
revenue and less favorable sales volume and weather.  The decrease  was
partially  offset  by  decreases in rate refund  provisions  and  other
operation and maintenance expenses, an increase in regulatory  credits,
and  a refund from System Energy as a result of receipt of a final FERC
order  in  System Entergy's rate proceeding.  The adjustments necessary
to  record  the  effects  of  the FERC order  reduced  purchased  power
expenses by $68.1 million ($41.9 million net-of-tax).

       Net   income  decreased  in  2000  primarily  due  to  increased
depreciation  and  amortization costs, increased  other  operation  and
maintenance  expenses,  and  decreased  unbilled  revenue   and   other
regulatory credits, partially offset by decreased provisions  for  rate
refunds.

Revenues and Sales

      The  changes in electric operating revenues for the twelve months
ended December 31, 2001 and 2000 are as follows:

                                           Increase/(Decrease)
                       Description            2001     2000
                                              (In Millions)

                 Base rate changes            $31.8     ($4.7)
                 Fuel cost recovery           (28.2)    270.8
                 Sales volume/weather         (33.0)     23.9
                 Unbilled revenue            (128.0)     (9.2)
                 Other revenue                  9.0      (4.3)
                 Sales for resale             (12.1)    (20.7)
                                            -------    ------
                 Total                      ($160.5)   $255.8
                                            =======    ======

Base rate changes

      In 2001, base rate changes increased primarily due to $48 million
of  lower accruals for potential rate refunds and $11 million of higher
prices  for  special-use industrial customers as a result of  decreased
usage which is reflected in sales volume/weather.  The increase in base
rate  changes  was  partially offset by additional  formula  rate  plan
reductions of $27 million effective August 2000 and October 2001 in the
residential, commercial, and industrial sectors.

      In  2000, base rate changes decreased primarily due to additional
formula  rate  plan  reductions  in the  residential,  commercial,  and
industrial  sectors, partially offset by lower accruals  for  potential
rate refunds.

Fuel cost recovery revenues

     Entergy Louisiana is allowed to recover certain fuel and purchased
power costs through fuel mechanisms included in electric rates that are
recorded  as  fuel  cost  recovery revenues.   The  difference  between
revenues  collected  and  current fuel and  purchased  power  costs  is
recorded  as  deferred  fuel  costs on  Entergy  Louisiana's  financial
statements  such  that  these costs generally have  no  net  effect  on
earnings.

<PAGE>
                         ENTERGY LOUISIANA, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

     In  2001,  fuel cost recovery revenues decreased as  a  result  of
lower  fuel and purchased power expenses primarily due to the decreased
market   price  of  natural  gas  coupled  with  decreased   generation
requirements.

     In  2000,  fuel cost recovery revenues increased as  a  result  of
higher fuel and purchased power expenses primarily due to the increased
market price of natural gas.

Sales volume/weather

     Electric sales vary seasonally in response to weather and  usually
peak  in  the  summer.  In 2001, lower electric sales volume  decreased
revenues  due  to decreased usage of 168 GWH in the residential  sector
after  adjusting for the weather effect and 782 GWH in  the  industrial
sector.   The  decreased  usage in the industrial  sector  resulted  in
higher  rates for that sector, which is reflected in base rate changes.
The  effect of less favorable weather decreased usage by 225 GWH in the
residential sector.

     In 2000, higher electric sales volume increased revenues primarily
due  to more favorable weather, which increased usage by 392 GWH in the
residential and commercial sectors.  The increase in revenues was  also
due to increased usage of 132 GWH in the industrial sector.

Unbilled revenue

     In 2001, unbilled revenue decreased primarily due to the effect of
higher  fuel prices and more favorable weather in December 2000 on  the
unbilled calculation.

     In 2000, unbilled revenue decreased primarily due to the effect of
a change in estimate on the 1999 unbilled revenue calculation.

Sales for resale

     In  2001,  sales  for  resale decreased as a result  of  decreased
demand in addition to a decrease in the average market price of energy.

     In 2000, sales for resale decreased as a result of increased sales
to retail customers resulting in less energy available for resale.

Expenses

Fuel and purchased power

     In 2001, fuel and purchased power expenses decreased primarily due
to:

     o decreased market prices of natural gas;
     o decreased demand; and
     o the reduction of $68.1 million in purchased power expenses as a
       result of the FERC-ordered refund from System Energy.

     In 2000, fuel and purchased power expenses increased primarily due
to an increase in the market price of natural gas.

<PAGE>
                        ENTERGY LOUISIANA, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Other operation and maintenance

      Other  operation  and  maintenance  expenses  decreased  in  2001
primarily due to:

     o a decrease of $11.0 million in outside services employed as a
       result of legal services for potential rate actions in 2000; and
     o a decrease of $10.7 million in expenses from maintenance and
       planned maintenance outages at certain fossil plants in 2000.

      Other  operation  and  maintenance  expenses  increased  in  2000
primarily due to:

     o an increase in expenses from maintenance and planned maintenance
       outages at Waterford 3 and certain fossil plants of $17.9 million;
     o an increase of $11.0 million in outside services employed for
       legal services for potential rate actions; and
     o an increase in property insurance provisions of $5.0 million
       primarily due to changes in storm damage provisions effective August
       1999.

      The  overall increase in other operation and maintenance expenses
in 2000 was partially offset by the following:

     o a decrease in injury and damages claims of $3.5 million;
     o a decrease of $3.0 million in benefits expense; and
     o higher nuclear insurance refunds of $1.8 million.

Depreciation and amortization

       In   2000,  depreciation  and  amortization  expenses  increased
primarily  due  to a review of plant-in-service dates  for  consistency
with regulatory treatment reducing depreciation expense by $3.4 million
in  August 1999, as well as depreciation expense related to net capital
additions in 2000.

Other regulatory charges (credits)

     In 2001, other regulatory credits increased due to the deferral of
capacity  charges included in purchased power costs for the summers  of
2000  and 2001 that Entergy Louisiana expects to recover in the future.
The  increase  was  partially offset by the amortization  of  the  2000
capacity charges.  The amortization of these charges will occur through
July 2002.

      In  2000,  other regulatory credits decreased due  to  the  LPSC-
required  deferral in 1999 of Year 2000 costs and the  amortization  of
these  costs  in 2000.  The deferred costs are being recovered  over  a
five-year period.

Other

Interest and dividend income

     The  decrease in 2001 and the increase in 2000 in interest  income
were due to interest recorded on deferred fuel costs in 2000.

<PAGE>
                        ENTERGY LOUISIANA, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Interest charges

     In 2001, other interest increased primarily due to:

     o interest accrued on reserves provided for fuel-related refunds
       that were refunded in July through September 2001; and
     o interest accrued on over-recovered fuel and purchased  power
       expenses that will be refunded to customers through the fuel adjustment
       clause.

     In 2000, interest on long-term debt decreased primarily due to the
refinancing  and  net redemption of $77 million of  long-term  debt  in
1999, partially offset by interest expense incurred on the issuance  of
$150 million of long-term debt in May 2000.

Income taxes

      The  effective  income tax rates for 2001, 2000,  and  1999  were
39.4%, 40.9%, and 39.0%, respectively.

<PAGE>
<TABLE>
<CAPTION>

				 ENTERGY LOUISIANA, INC.
			           INCOME STATEMENTS

                                                               For the Years Ended December 31,
                                                                 2001         2000        1999
                                                                          (In Thousands)
<S>                                                           <C>          <C>         <C>
                  OPERATING REVENUES
Domestic electric                                             $1,901,913   $2,062,437  $1,806,594
                                                              ----------   ----------  ----------
                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                    620,415      560,329     421,763
   Purchased power                                               410,435      537,589     418,878
   Nuclear refueling outage expenses                              12,624       13,542      15,756
   Other operation and maintenance                               299,532      318,841     289,348
Decommissioning                                                   10,422       10,422       8,786
Taxes other than income taxes                                     77,376       77,190      75,447
Depreciation and amortization                                    171,217      171,204     161,754
Other regulatory charges (credits) - net                         (24,738)         960      (5,280)
                                                              ----------   ----------  ----------
TOTAL                                                          1,577,283    1,690,077   1,386,452
                                                              ----------   ----------  ----------

OPERATING INCOME                                                 324,630      372,360     420,142
                                                              ----------   ----------  ----------

                     OTHER INCOME
Allowance for equity funds used during construction                4,531        4,328       4,925
Gain on sale of assets                                               152            -           -
Interest and dividend income                                       6,234       10,100       5,102
Miscellaneous - net                                               (4,056)      (3,496)     (2,896)
                                                              ----------   ----------  ----------
TOTAL                                                              6,861       10,932       7,131
                                                              ----------   ----------  ----------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                        97,887       98,655     103,937
Other interest - net                                              11,889        6,788       7,010
Distributions on preferred securities of subsidiary                6,300        6,300       6,300
Allowance for borrowed funds used during construction             (3,422)      (3,775)     (4,112)
                                                              ----------   ----------  ----------
TOTAL                                                            112,654      107,968     113,135
                                                              ----------   ----------  ----------

INCOME BEFORE INCOME TAXES                                       218,837      275,324     314,138

Income taxes                                                      86,287      112,645     122,368
                                                              ----------   ----------  ----------

NET INCOME                                                       132,550      162,679     191,770

Preferred dividend requirements and other                          7,495        9,514       9,955
                                                              ----------   ----------  ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                    $125,055     $153,165    $181,815
                                                              ==========   ==========  ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
				    ENTERGY LOUISIANA, INC.
				   STATEMENTS OF CASH FLOWS

                                                               For the Years Ended December 31,
                                                                2001         2000        1999
                                                                        (In Thousands)
<S>                                                            <C>          <C>         <C>
                 OPERATING ACTIVITIES
Net income                                                     $132,550     $162,679    $191,770
Noncash items included in net income:
  Reserve for regulatory adjustments                            (11,456)      11,456           -
  Other regulatory charges (credits) - net                      (24,738)         960      (5,280)
  Depreciation, amortization, and decommissioning               181,639      181,626     170,540
  Deferred income taxes and investment tax credits              (27,382)      16,350     (15,487)
  Allowance for equity funds used during construction            (4,531)      (4,328)     (4,925)
  Gain on sale of assets                                           (152)           -           -
Changes in working capital:
  Receivables                                                   131,313      (97,154)    (41,565)
  Accounts payable                                              (50,121)     (11,848)     95,120
  Taxes accrued                                                  (2,897)      (2,555)      7,659
  Interest accrued                                               (1,012)      15,300     (33,066)
  Deferred fuel costs                                           151,544      (81,890)     (9,959)
  Other working capital accounts                                (71,119)      38,064      56,714
Provision for estimated losses and reserves                       4,321        6,114       5,442
Changes in other regulatory assets                                2,569       25,400      38,577
Other                                                            19,987       10,249     (45,146)
                                                              ---------    ---------   ---------
Net cash flow provided by operating activities                  430,515      270,423     410,394
                                                              ---------    ---------   ---------

                 INVESTING ACTIVITIES
Construction expenditures                                      (203,059)    (203,049)   (130,933)
Allowance for equity funds used during construction               4,531        4,328       4,925
Nuclear fuel purchases                                                -      (38,270)    (11,308)
Proceeds from sale/leaseback of nuclear fuel                          -       38,270      11,308
Decommissioning trust contributions and realized
    change in trust assets                                      (13,651)     (12,299)    (13,678)
Changes in other temporary investments - net                     (6,152)           -           -
                                                              ---------    ---------   ---------
Net cash flow used in investing activities                     (218,331)    (211,020)   (139,686)
                                                              ---------    ---------   ---------

                 FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                          -      148,736     298,092
Retirement of long-term debt                                    (35,088)    (100,000)   (386,707)
Redemption of preferred stock                                   (35,000)           -     (50,000)
Dividends paid:
  Common stock                                                 (134,600)     (62,400)   (197,000)
  Preferred stock                                                (9,047)      (9,514)    (10,389)
                                                              ---------    ---------   ---------
Net cash flow used in financing activities                     (213,735)     (23,178)   (346,004)
                                                              ---------    ---------   ---------

Net increase (decrease) in cash and cash equivalents             (1,551)      36,225     (75,296)

Cash and cash equivalents at beginning of period                 43,959        7,734      83,030
                                                              ---------    ---------   ---------

Cash and cash equivalents at end of period                      $42,408      $43,959      $7,734
                                                              =========    =========   =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                         $110,971      $89,627    $144,731
  Income taxes                                                 $111,507     $105,354    $132,924
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                 ($4,251)     ($2,979)     $4,585

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                               ENTERGY LOUISIANA, INC.
                                   BALANCE SHEETS
                                       ASSETS

                                                                   December 31,
                                                                2001           2000
                                                                  (In Thousands)
<S>                                                           <C>           <C>
                     CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                           $28,768       $14,138
  Temporary cash investments - at cost,
    which approximates market                                     13,640        29,821
							      ----------    ----------
        Total cash and cash equivalents                           42,408        43,959
							      ----------    ----------
Other temporary investments                                        6,152             -
Notes receivable                                                       8         1,510
Accounts receivable:
  Customer                                                        48,640       111,292
  Allowance for doubtful accounts                                 (1,771)       (1,771)
  Associated companies                                             9,090        30,518
  Other                                                           47,965        13,698
  Accrued unbilled revenues                                       71,200       152,700
							      ----------    ----------
    Total accounts receivable                                    175,124       306,437
							      ----------    ----------
Deferred fuel costs                                                    -        84,051
Accumulated deferred income taxes                                 42,566             -
Materials and supplies - at average cost                          77,523        77,389
Deferred nuclear refueling outage costs                            4,096        16,425
Prepayments and other                                              9,000         9,996
							      ----------    ----------
TOTAL                                                            356,877       539,767
							      ----------    ----------

             OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                              14,230        14,230
Decommissioning trust funds                                      119,663       110,263
Non-utility property - at cost (less accumulated depreciation)    21,671        21,700
							      ----------    ----------
TOTAL                                                            155,564       146,193
							      ----------    ----------

                      UTILITY PLANT
Electric                                                       5,456,093     5,357,920
Property under capital lease                                     239,395       238,427
Construction work in progress                                    110,792        85,299
Nuclear fuel under capital lease                                  70,316        63,923
							      ----------    ----------
TOTAL UTILITY PLANT                                            5,876,596     5,745,569
Less - accumulated depreciation and amortization               2,538,964     2,441,937
							      ----------    ----------
UTILITY PLANT - NET                                            3,337,632     3,303,632
							      ----------    ----------

            DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                179,368       204,810
  Unamortized loss on reacquired debt                             28,341        33,244
  Other regulatory assets                                         73,754        50,881
Long-term receivables                                              1,515             -
Other                                                             16,650        10,882
							      ----------    ----------
TOTAL                                                            299,628       299,817
							      ----------    ----------

TOTAL ASSETS                                                  $4,149,701    $4,289,409
                                                              ==========    ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                 ENTERGY LOUISIANA, INC.
                                     BALANCE SHEETS
                         LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                   December 31,
                                                                2001           2000
                                                                  (In Thousands)
<S>                                                           <C>           <C>
                   CURRENT LIABILITIES
Currently maturing long-term debt                               $185,627       $35,088
Accounts payable:
  Associated companies                                            73,208        71,948
  Other                                                           93,460       144,841
Customer deposits                                                 61,359        60,227
Taxes accrued                                                     20,410        23,307
Accumulated deferred income taxes                                      -        20,545
Interest accrued                                                  34,524        35,536
Deferred fuel cost                                                67,493             -
Obligations under capital leases                                  34,171        34,274
Other                                                             14,119       102,614
							      ----------    ----------
TOTAL                                                            584,371       528,380
							      ----------    ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                776,610       757,362
Accumulated deferred investment tax credits                      111,942       117,393
Obligations under capital leases                                  36,144        29,649
Regulatory reserves                                                    -        11,456
Accumulated provisions                                            68,522        64,201
Other                                                             82,780        61,724
							      ----------    ----------
TOTAL                                                          1,075,998     1,041,785
							      ----------    ----------

Long-term debt                                                 1,091,329     1,276,696
Preferred stock with sinking fund                                      -        35,000
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                70,000        70,000

                  SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                             100,500       100,500
Common stock, no par value, authorized 250,000,000
  shares; issued and outstanding 165,173,180 shares in 2001
  and 2000                                                     1,088,900     1,088,900
Capital stock expense and other                                   (1,718)       (2,171)
Retained earnings                                                140,321       150,319
							      ----------    ----------
TOTAL                                                          1,328,003     1,337,548
							      ----------    ----------

Commitments and Contingencies

         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,149,701   $4,289,409
                                                              ==========   ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

  			     ENTERGY LOUISIANA, INC.
	 	          STATEMENTS OF RETAINED EARNINGS

                                          For the Years Ended December 31,
                                            2001      2000        1999
                                                  (In Thousands)
<S>                                       <C>         <C>        <C>
Retained Earnings, January 1              $150,319    $59,554    $74,739

  Add:
    Net income                             132,550    162,679    191,770

  Deduct:
    Dividends declared:
      Preferred stock                        7,495      9,514      9,805
      Common stock                         134,600     62,400    197,000
    Capital stock expenses                     453          -        150
					  --------   --------    -------
        Total                              142,548     71,914    206,955
					  --------   --------    -------

Retained Earnings, December 31            $140,321   $150,319    $59,554
                                          ========   ========    =======

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY LOUISIANA, INC.

            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

                              2001         2000         1999        1998        1997
                                                    (In Thousands)
<S>                        <C>          <C>          <C>         <C>         <C>
Operating revenues         $1,901,913   $2,062,437   $1,806,594  $1,710,908  $1,803,272
Net income                 $  132,550   $  162,679   $  191,770  $  179,487  $  141,757
Total assets               $4,149,701   $4,289,409   $4,084,650  $4,181,041  $4,175,400
Long-term obligations (1)  $1,197,473   $1,411,345   $1,274,006  $1,530,590  $1,522,043

</TABLE>
(1)  Includes  long-term  debt  (excluding  currently  maturing  debt),
     preferred stock with sinking fund, preferred securities of subsidiary
     trust, and noncurrent capital lease obligations.

<TABLE>
<CAPTION>
                                 2001         2000        1999        1998        1997
<S>                            <C>         <C>           <C>          <C>         <C>
Electric Operating Revenues:                       (Dollars In Thousands)
   Residential                   $658,137    $716,708     $620,146     $598,573    $606,173
   Commercial                     429,388     441,338      386,042      367,151     379,131
   Industrial                     759,580     767,052      646,517      597,536     708,356
   Governmental                    39,203      38,772       33,738       32,795      34,171
                               ------------------------------------------------------------
     Total retail               1,886,308   1,963,870    1,686,443    1,596,055   1,727,831
   Sales for resale:
     Associated companies          24,993      20,763       27,253       16,002       3,817
     Non-associated companies      23,352      39,704       53,923       53,538      55,345
   Other                          (32,740)     38,100       38,975       45,313      16,279
                               ------------------------------------------------------------
     Total                     $1,901,913  $2,062,437   $1,806,594   $1,710,908  $1,803,272
                               ============================================================
Billed Electric Energy
 Sales (GWH):
   Residential                      8,255       8,648        8,354        8,477       7,826
   Commercial                       5,369       5,367        5,221        5,265       4,906
   Industrial                      14,402      15,184       15,052       14,781      16,390
   Governmental                       498         481          468          481         460
                               ------------------------------------------------------------
     Total retail                  28,524      29,680       29,095       29,004      29,582
   Sales for resale:
     Associated companies             381         228          415          386         104
     Non-associated companies         334         554          831          855         805
                               ------------------------------------------------------------
     Total                         29,239      30,462       30,341       30,245      30,491
                               ============================================================


</TABLE>

                                               2002     2003     2004     after
                                                                          2004
                                                        (In Millions)
Planned construction and capital investment     $218     $197     $198      N/A
Long-term debt maturities                       $186     $185      $15     $891
Short-term facility maturities (1)                $-      N/A      N/A      N/A
Capital and operating lease payments             $13      $12      $11      $13
Unconditional fuel and purchased power          $100     $103     $110   $3,169
 obligations
Nuclear fuel lease obligations (2)               $34      $36      N/A      N/A

 (1) Entergy  Louisiana's 364-day credit facility  is  discussed  in
     "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - LIQUIDITY AND CAPITAL
     RESOURCES".

 (2) It is expected that additional financing under the leases will be
     arranged as needed to acquire additional fuel, to pay interest, and to
     pay maturing debt.  If such additional financing cannot be arranged,
     however, the lessee in each case must repurchase sufficient nuclear
     fuel to allow the lessor to meet its obligations.

<PAGE>
                     INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders of
Entergy Mississippi, Inc.:

We have audited the accompanying balance sheets of Entergy Mississippi,
Inc.  as  of December 31, 2001 and 2000, and the related statements  of
income,  retained  earnings, and cash flows (pages 134 through  139 and
pages 161 through 227) for each of the three years in the period  ended
December  31,  2001.  These financial statements are the responsibility
of  the  Company's  management.  Our responsibility is  to  express  an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that
we  plan  and  perform the audit to obtain reasonable  assurance  about
whether the financial statements are free of material misstatement.  An
audit  includes  examining, on a test basis,  evidence  supporting  the
amounts  and  disclosures in the financial statements.  An  audit  also
includes  assessing  the  accounting principles  used  and  significant
estimates  made  by  management,  as well  as  evaluating  the  overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In  our  opinion,  such  financial statements present  fairly,  in  all
material respects, the financial position of Entergy Mississippi,  Inc.
as of December 31, 2001 and 2000, and the results of its operations and
its cash flows for each of the three years in the period ended December
31, 2001 in conformity with accounting principles generally accepted in
the United States of America.




DELOITTE & TOUCHE LLP

New Orleans, Louisiana
January 31, 2002


<PAGE>

                       ENTERGY MISSISSIPPI, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Net Income

      Net income increased slightly in 2001 primarily due to a decrease
in other operation and maintenance expenses, increased interest income,
and  a  decrease in the effective tax rate.  These changes were  almost
entirely  offset  by decreased unbilled revenues, less favorable  sales
volume and weather, and increased interest expense.

      Net  income decreased in 2000 primarily due to increases in other
operation  and  maintenance  expenses, interest  expense,  depreciation
expense,  and  an  increase in the effective income  tax  rate.   These
decreases  were partially offset by increases in unbilled revenues  and
sales volume.

Revenues and Sales

      The  changes in electric operating revenues for the twelve months
ended December 31, 2001 and 2000 are as follows:

                                           Increase/(Decrease)
                       Description          2001       2000
                                             (In Millions)

                 Base rate changes            $5.2        ($3.8)
                 Grand Gulf rate rider       (19.9)         4.7
                 Fuel cost recovery          157.8         54.8
                 Sales volume/weather         (5.2)         9.6
                 Unbilled revenue             (8.3)        22.3
                 Other revenue                 4.8          1.6
                 Sales for resale             22.0         15.4
                                            ------       ------
                 Total                      $156.4       $104.6
                                            ======       ======

Base rate changes

      Base  rate changes increased in 2001 primarily due to  an  annual
rate increase of $5.6 million under the formula rate plan, which became
effective  in  May 2001.  The formula rate plan filing is discussed  in
Note 2 to the financial statements.

      Base  rate changes decreased in 2000 primarily due to  an  annual
rate reduction of $13.3 million under the formula rate plan, which  was
effective in May 1999.

Grand Gulf rate rider

      Rate rider revenues have no material effect on net income because
specific incurred expenses offset them.

      Grand Gulf rate rider revenue decreased in 2001 as a result of  a
lower rider which became effective in October 2000.


<PAGE>
                       ENTERGY MISSISSIPPI, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Fuel cost recovery

      Entergy  Mississippi  is  allowed to  recover  certain  fuel  and
purchased  power  costs through fuel mechanisms  included  in  electric
rates, recorded as fuel cost recovery revenues.  The difference between
revenues  collected  and  current fuel and  purchased  power  costs  is
recorded  as  deferred  fuel costs on Entergy  Mississippi's  financial
statements  such  that  these costs generally have  no  net  effect  on
earnings.

     In 2001, fuel cost recovery revenues increased primarily due to an
increase  in  the  energy cost recovery rider  to  collect  the  under-
recovered  fuel and purchased power costs incurred as of September  30,
2000.   The  recovery  of $136.7 million, plus carrying  charges,  will
occur  over  a  24-month  period, which began  in  January  2001.   The
increase  was  also due to an additional increase in  the  energy  cost
recovery rider effective in April 2001.

      In  2000, fuel cost recovery revenues increased primarily due  to
the  MPSC's  review  and  subsequent increase of Entergy  Mississippi's
energy cost recovery rider effective in January 2000.

Sales volume/weather

      Electric sales vary seasonally in response to weather and usually
peak  in  the  summer.  In 2001, the effect of less  favorable  weather
decreased  usage by 204 GWH in the residential and commercial  sectors.
Lower  electric sales volume in the industrial sector of 137  GWH  also
decreased revenues.  These decreases were partially offset by increased
usage  of  143  GWH  in the commercial sector after adjusting  for  the
effect of weather.

      In  2000,  sales volume increased as a result of increased  usage
after  adjusting for weather effects in the residential and  commercial
sectors,  as  well  as  the  effect of more favorable  weather  in  the
residential sector.

Unbilled revenue

      In  2001,  unbilled  revenue  decreased  primarily  due  to  more
favorable weather in December 2000 on the unbilled calculation.

     In 2000, unbilled revenue increased primarily due to the effect of
favorable weather in 2000 and the effect of a change in estimate on the
1999 unbilled revenue calculation.

Sales for resale

    In  2001, sales for resale increased primarily due to increased net
generation  resulting in more energy available for sale.  The  increase
came  from  sales  to affiliates, which are generally  made  at  a  low
margin.  The increase was partially offset by a decrease in the average
market price of energy.

    In  2000,  sales for resale increased primarily due to an  increase
in  the  average  price  of energy supplied  for  resale  sales.    The
increase was partially offset by less energy available for resale sales
due  to  plant  outages early in 2000, which resulted  in  lower  sales
volume.

Expenses

Fuel and purchased power

     In 2001, fuel and purchased power expenses increased primarily due
to  over-recovery  of  fuel costs, including the  effect  of  increased
recoveries approved by the MPSC to recover previous under-recoveries.

<PAGE>
                       ENTERGY MISSISSIPPI, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

     In 2000, fuel and purchased power expenses increased primarily due
to  the  increased  market prices of natural gas,  oil,  and  purchased
power.

Other operation and maintenance

      In  2001,  other  operation  and maintenance  expenses  decreased
primarily  due  to  a decrease in plant maintenance expenses  of  $14.6
million due to outage costs at certain fossil plants in 2000.

      In  2000,  other  operation  and maintenance  expenses  increased
primarily due to:

     o an  increase  in property insurance expense of $9.3  million
       primarily due to a change in storm damage provision amortization in
       accordance with regulatory treatment; and
     o an increase in maintenance of electric plant of $7.0 million.

Depreciation and Amortization

     In 2000, depreciation and amortization expenses increased due to a
review  of  plant-in-service  dates  for  consistency  with  regulatory
treatment reducing depreciation expense by $2.6 million in August 1999.
Capital additions in 1999 and 2000 also contributed to the increase.

Other regulatory credits

      In  2001, other regulatory credits increased primarily due to  an
under-recovery  of Grand Gulf 1-related costs as a result  of  a  lower
rider implemented in October 2000.

      In 2000, other regulatory credits decreased due to a decrease  in
the deferral of Grand Gulf 1 expenses associated with the System Energy
rate increase.

Other

Other income

      Interest  income  increased in 2001  primarily  due  to  interest
recorded  on  the deferred fuel balance as a result of the  MPSC  order
providing for a 24-month recovery of the September 2000 under-recovered
deferred fuel balance of $136.7 million.

Interest and other charges

      Interest on long-term debt increased in 2001 primarily due to the
issuance of $70 million of long-term debt in January 2001.

     Interest on long-term debt increased in 2000 primarily due to  the
issuance of $120 million of long-term debt in February 2000.


<PAGE>
                       ENTERGY MISSISSIPPI, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Income taxes

      The  effective  income tax rates for 2001, 2000,  and  1999  were
34.1%, 37.0%, and 29.7%, respectively.

     The decrease in the effective income tax rate in 2001 is primarily
due  to  an  adjustment  of prior year taxes,  which  were  lower  than
previously estimated.

     The increase in the effective income tax rate in 2000 is primarily
due  to  the  effect  that the distribution of the Entergy  Corporation
income tax benefit had on the 1999 effective income tax rate.  In 1999,
a tax benefit was recorded related to the 1998 tax return.

<PAGE>
<TABLE>
<CAPTION>

			   ENTERGY MISSISSIPPI, INC.
			      INCOME STATEMENTS

                                                              For the Years Ended December 31,
                                                                2001         2000        1999
                                                                        (In Thousands)
<S>                                                          <C>            <C>         <C>
                  OPERATING REVENUES
Domestic electric                                            $1,093,741     $937,371    $832,819
                                                             ----------     --------    --------
                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                   415,347      221,075     185,063
   Purchased power                                              365,540      366,491     332,015
   Other operation and maintenance                              155,646      168,432     152,817
Taxes other than income taxes                                    47,956       45,436      44,013
Depreciation and amortization                                    48,933       49,046      42,870
Other regulatory credits - net                                  (29,993)      (6,872)    (12,044)
                                                             ----------     --------    --------
TOTAL                                                         1,003,429      843,608     744,734
                                                             ----------     --------    --------

OPERATING INCOME                                                 90,312       93,763      88,085
                                                             ----------     --------    --------

                     OTHER INCOME
Allowance for equity funds used during construction               2,559        2,385       1,569
Gain on sale of assets                                                3           19           -
Interest and dividend income                                     18,904       10,750       8,513
Miscellaneous - net                                              (2,918)      (2,070)     (1,732)
                                                             ----------     --------    --------
TOTAL                                                            18,548       11,084       8,350
                                                             ----------     --------    --------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                       46,950       41,583      35,265
Other interest - net                                              4,041        3,294       3,574
Allowance for borrowed funds used during construction            (2,215)      (1,871)     (1,529)
                                                             ----------     --------    --------
TOTAL                                                            48,776       43,006      37,310
                                                             ----------     --------    --------

INCOME BEFORE INCOME TAXES                                       60,084       61,841      59,125

Income taxes                                                     20,464       22,868      17,537
                                                             ----------     --------    --------

NET INCOME                                                       39,620       38,973      41,588

Preferred dividend requirements and other                         3,082        3,370       3,370
                                                             ----------     --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                    $36,538      $35,603     $38,218
                                                             ==========     ========    ========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
   				 ENTERGY MISSISSIPPI, INC.
			         STATEMENTS OF CASH FLOWS

                                                                For the Years Ended December 31,
                                                                   2001         2000        1999
                                                                    (In Thousands)
<S>                                                               <C>          <C>         <C>
                   OPERATING ACTIVITIES
Net income                                                         $39,620      $38,973     $41,588
Noncash items included in net income:
  Other regulatory credits - net                                   (29,993)      (6,872)    (12,044)
  Depreciation and amortization                                     48,933       49,046      42,870
  Deferred income taxes and investment tax credits                 (68,133)      51,081      18,066
  Allowance for equity funds used during construction               (2,559)      (2,385)     (1,569)
  Gain on sale of assets                                                (3)         (19)          -
Changes in working capital:
  Receivables                                                        1,059      (30,628)     24,208
  Fuel inventory                                                    (1,388)         338        (771)
  Accounts payable                                                 (46,976)       3,064      54,317
  Taxes accrued                                                       (378)      (4,106)     29,955
  Interest accrued                                                   4,568        3,062      (4,595)
  Deferred fuel costs                                               54,453       47,939     (45,830)
  Other working capital accounts                                    13,672        6,160      10,072
Provision for estimated losses and reserves                            821         (568)      4,173
Changes in other regulatory assets                                 130,333       (9,929)    (30,179)
Other                                                               34,081       37,105      12,152
                                                                 ---------    ---------   ---------
Net cash flow provided by operating activities                     178,110      182,261     142,413
                                                                 ---------    ---------   ---------

                   INVESTING ACTIVITIES
Construction expenditures                                         (159,815)    (121,252)    (94,717)
Allowance for equity funds used during construction                  2,559        2,385       1,569
Changes in other temporary investments - net                       (18,566)           -           -
Other regulatory investments                                             -     (160,611)          -
                                                                 ---------    ---------   ---------
Net cash flow used in investing activities                        (175,822)    (279,478)    (93,148)
                                                                 ---------    ---------   ---------

                   FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                        69,616      118,913     153,629
Retirement of long-term debt                                             -            -    (163,278)
Changes in short-term borrowing, net                                     -            -          (6)
Dividends paid:
  Common stock                                                     (19,600)     (18,000)    (34,100)
  Preferred stock                                                   (3,369)      (3,370)     (3,363)
                                                                 ---------    ---------   ---------
Net cash flow provided by (used in) financing activities            46,647       97,543     (47,118)
                                                                 ---------    ---------   ---------

Net increase in cash and cash equivalents                           48,935          326       2,147

Cash and cash equivalents at beginning of period                     5,113        4,787       2,640
                                                                 ---------    ---------   ---------

Cash and cash equivalents at end of period                         $54,048       $5,113      $4,787
                                                                 =========    =========   =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                             $43,915      $39,569     $41,567
  Income taxes                                                     $88,657     ($23,763)   ($29,850)

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

        		         ENTERGY MISSISSIPPI, INC.
                                      BALANCE SHEETS
                                           ASSETS

                                                                      December 31,
                                                                    2001         2000
                                                                     (In Thousands)
<S>                                                              <C>          <C>
                       CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                              $12,883       $5,113
  Temporary cash investments - at cost,
    which approximates market                                        41,165            -
								 ----------   ----------
        Total cash and cash equivalents                              54,048        5,113
								 ----------   ----------
Other temporary investments                                          18,566            -
Accounts receivable:
  Customer                                                           50,370       44,517
  Allowance for doubtful accounts                                    (1,044)      (1,044)
  Associated companies                                               14,201       10,741
  Other                                                               2,892        9,964
  Accrued unbilled revenues                                          30,300       33,600
								 ----------   ----------
    Total accounts receivable                                        96,719       97,778
								 ----------   ----------
Deferred fuel costs                                                 106,158       64,950
Fuel inventory - at average cost                                      4,824        3,436
Materials and supplies - at average cost                             16,896       18,485
Prepayments and other                                                 8,521        3,004
								 ----------   ----------
TOTAL                                                               305,732      192,766
								 ----------   ----------

               OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                  5,531        5,531
Non-utility property - at cost (less accumulated depreciation)        6,723        6,851
								 ----------   ----------
TOTAL                                                                12,254       12,382
								 ----------   ----------

                       UTILITY PLANT
Electric                                                          1,939,182    1,885,501
Property under capital lease                                            211          290
Construction work in progress                                       110,450       44,085
								 ----------   ----------
TOTAL UTILITY PLANT                                               2,049,843    1,929,876
Less - accumulated depreciation and amortization                    741,892      733,977
								 ----------   ----------
UTILITY PLANT - NET                                               1,307,951    1,195,899
								 ----------   ----------

              DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                    22,387       25,544
  Unamortized loss on reacquired debt                                13,925       15,122
  Deferred fuel costs                                                     -       95,661
  Other regulatory assets                                            13,503      140,679
Other                                                                 7,274        5,886
								 ----------   ----------
TOTAL                                                                57,089      282,892
								 ----------   ----------

TOTAL ASSETS                                                     $1,683,026   $1,683,939
                                                                 ==========   ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

   		              ENTERGY MISSISSIPPI, INC.
                	            BALANCE SHEETS
 	                 LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                       December 31,
                                                                     2001         2000
                                                                       (In Thousands)
<S>                                                              <C>          <C>
                    CURRENT LIABILITIES
Currently maturing long-term debt                                   $65,000           $-
Accounts payable:
  Associated companies                                               45,554       92,980
  Other                                                              27,383       26,933
Customer deposits                                                    29,421       26,368
Taxes accrued                                                        31,484       31,862
Accumulated deferred income taxes                                    19,277       47,734
Interest accrued                                                     17,667       13,099
Obligations under capital leases                                         36           79
System Energy refund                                                 14,836            -
Other                                                                 1,964        2,540
								 ----------   ----------
TOTAL                                                               252,622      241,595
								 ----------   ----------

           DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                   266,498      306,295
Accumulated deferred investment tax credits                          17,908       19,408
Obligations under capital leases                                        175          211
Accumulated provisions                                                7,627        6,806
Other                                                                37,678       31,339
								 ----------   ----------
TOTAL                                                               329,886      364,059
								 ----------   ----------

Long-term debt                                                      589,762      584,467

                    SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                 50,381       50,381
  Common stock, no par value, authorized 15,000,000
  shares; issued and outstanding 8,666,357 shares in 2001
  and 2000                                                          199,326      199,326
Capital stock expense and other                                         (59)         (59)
Retained earnings                                                   261,108      244,170
								 ----------   ----------
TOTAL                                                               510,756      493,818
								 ----------   ----------

Commitments and Contingencies

             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $1,683,026   $1,683,939
                                                                 ==========   ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                       ENTERGY MISSISSIPPI, INC.
                   STATEMENTS OF RETAINED EARNINGS

                                        For the Years Ended December 31,
                                          2001       2000        1999
                                                (In Thousands)
<S>                                       <C>       <C>        <C>
Retained Earnings, January 1              $244,170  $226,567   $222,449

  Add:
    Net income                              39,620    38,973     41,588

  Deduct:
    Dividends declared:
      Preferred stock                        3,082     3,370      3,370
      Common stock                          19,600    18,000     34,100
                                          --------  --------   --------
        Total                               22,682    21,370     37,470
                                          --------  --------   --------
Retained Earnings, December 31            $261,108  $244,170   $226,567
                                          ========  ========   ========

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       ENTERGY MISSISSIPPI, INC.

            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

                               2001         2000         1999         1998         1997
                                                    (In Thousands)
<S>                         <C>          <C>          <C>          <C>          <C>
Operating revenues          $1,093,741   $  937,371   $  832,819   $  976,300   $  937,395
Net Income                  $   39,620   $   38,973   $   41,588   $   62,638   $   66,661
Total assets                $1,683,026   $1,683,939   $1,460,017   $1,350,929   $1,439,561
Long-term obligations (1)   $  589,937   $  584,678   $  464,756   $  464,000   $  464,156

</TABLE>
(1)  Includes  long-term debt (excluding currently maturing  debt)  and
     noncurrent capital lease obligations.
<TABLE>
<CAPTION>

                                   2001        2000         1999        1998        1997
<S>                              <C>         <C>          <C>         <C>         <C>
Electric Operating Revenues:                       (Dollars In Thousands)
   Residential                   $390,957    $340,691     $311,003    $367,895    $342,818
   Commercial                     327,770     275,010      250,929     284,787     274,195
   Industrial                     191,014     161,065      151,659     170,910     173,152
   Governmental                    30,569      25,612       23,528      26,670      26,882
                               -----------------------------------------------------------
     Total retail                 940,310     802,378      737,119     850,262     817,047
   Sales for resale:
     Associated companies         110,553      82,844       63,004      80,357      78,233
     Non-associated companies      21,333      27,058       31,546      32,442      21,276
   Other                           21,545      25,091        1,150      13,239      20,839
                               -----------------------------------------------------------
     Total                     $1,093,741    $937,371     $832,819    $976,300    $937,395
                               ===========================================================
Billed Electric Energy
 Sales (GWH):
   Residential                      4,867       4,976        4,753       4,800       4,323
   Commercial                       4,322       4,307        4,156       4,015       3,673
   Industrial                       3,051       3,188        3,246       3,163       3,089
   Governmental                       381         376          363         347         333
                               -----------------------------------------------------------
     Total retail                  12,621      12,847       12,518      12,325      11,418
   Sales for resale:
     Associated companies           1,728       1,276        1,774       2,424       1,918
     Non-associated companies         289         313          426         484         412
                               -----------------------------------------------------------
     Total                         14,638      14,436       14,718      15,233      13,748
                               ===========================================================



</TABLE>
                                             2002     2003     2004     after
                                                                        2004
                                                      (In Millions)
Planned construction and capital investment   $153     $131     $131      N/A
Long-term debt maturities                      $65     $255     $150     $185
Short-term facility maturities (1)              $-      N/A      N/A      N/A

 (1) Entergy  Mississippi's 364-day credit facility is discussed  in
     "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - LIQUIDITY AND CAPITAL
     RESOURCES".

<PAGE>
                     INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders of
Entergy New Orleans, Inc.:

We have audited the accompanying balance sheets of Entergy New Orleans,
Inc.  as  of December 31, 2001 and 2000, and the related statements  of
operations, retained earnings, and cash flows (pages 145 through 149 and
pages  161 through 227) for each of the three years in the period ended
December  31,  2001.  These financial statements are the responsibility
of  the  Company's  management.  Our responsibility is  to  express  an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that
we  plan  and  perform the audit to obtain reasonable  assurance  about
whether the financial statements are free of material misstatement.  An
audit  includes  examining, on a test basis,  evidence  supporting  the
amounts  and  disclosures in the financial statements.  An  audit  also
includes  assessing  the  accounting principles  used  and  significant
estimates  made  by  management,  as well  as  evaluating  the  overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In  our  opinion,  such  financial statements present  fairly,  in  all
material respects, the financial position of Entergy New Orleans,  Inc.
as of December 31, 2001 and 2000, and the results of its operations and
its cash flows for each of the three years in the period ended December
31, 2001 in conformity with accounting principles generally accepted in
the United States of America.




DELOITTE & TOUCHE LLP

New Orleans, Louisiana
January 31, 2002

<PAGE>


                       ENTERGY NEW ORLEANS, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Net Income

      Entergy  New  Orleans experienced a net loss in 2001  because  of
significantly  lower operating revenues. Compared  to  2000,  operating
revenues  decreased  $7.9 million as a result of lower  electric  sales
volume and less favorable weather and unbilled revenues decreased  $7.5
million as a result of lower fuel prices.   An increase of $3.0 million
in  other  operation and maintenance expenses, $2.0 million in interest
expense, and $2.7 million in rate refund provisions also contributed to
the decrease in 2001.

      Net  income decreased slightly in 2000 primarily due to increased
other operation and maintenance expenses.

Revenues and Sales

Electric operating revenues

      The  changes in electric operating revenues for the twelve months
ended December 31, 2001 and 2000 are as follows:

                                             Increase/(Decrease)
                        Description            2001       2000
                                                (In Millions)

                  Base rate changes           ($11.6)      $4.0
                  Fuel cost recovery            53.4       62.6
                  Sales volume/weather         (12.8)       2.1
                  Unbilled revenue             (12.1)       2.8
                  Other revenue                 (2.2)       1.4
                  Sales for resale             (26.8)      15.4
                                              ------      -----
                  Total                       ($12.1)     $88.3
                                              ======      =====

Base rate changes

      In  2001,  base  rate changes decreased primarily  due  to  $12.2
million of rate reductions that became effective in October 2000.   The
rate reductions are discussed in Note 2 to the financial statements.

      In  2000, base rate changes increased primarily due to a decrease
in provision for rate refunds accrued for potential rate matters.

Fuel cost recovery

      Entergy  New  Orleans  is  allowed to recover  certain  fuel  and
purchased  power  costs through fuel mechanisms  included  in  electric
rates, recorded as fuel cost recovery revenues.  The difference between
revenues  collected  and  current fuel and  purchased  power  costs  is
recorded  as  deferred  fuel costs on Entergy  New  Orleans'  financial
statements  such  that  these costs generally have  no  net  effect  on
earnings.

      In  2001, fuel cost recovery revenues increased primarily due  to
recovery,  through  the  fuel adjustment clause,  of  higher  fuel  and
purchased  power  expenses.  The increase in fuel and  purchased  power
expenses  was  a result of increased market prices of natural  gas  and
purchased power early in 2001.

<PAGE>
                       ENTERGY NEW ORLEANS, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

      In  2000, fuel cost recovery revenues increased primarily due  to
the increased market price of natural gas.

Sales volume/weather

      Electric sales vary seasonally in response to weather and usually
peak  in  the  summer.   In 2001, lower electric sales  volume  reduced
revenues  due  to  decreased  usage of  186  GWH  in  the  residential,
commercial, and governmental sectors after adjusting for the effects of
weather.  The effect of less favorable weather decreased usage  by  107
GWH in the residential sector.

Unbilled revenue

     In 2001, unbilled revenue decreased primarily due to the effect of
higher fuel prices in December 2000 as compared to December 2001 on the
unbilled revenue calculation.

     In 2000, unbilled revenue increased primarily due to the effect of
favorable  weather  and higher fuel and purchased power  costs  on  the
unbilled revenue calculation.

Sales for resale

      In  2001, sales for resale decreased due to decreased demand from
affiliated  systems  somewhat  offset by increased  prices  for  resale
electricity.

      In  2000,  sales for resale increased due to an increase  in  the
average price of electricity supplied for resale sales, coupled with an
increase in affiliated sales volume.

Gas operating revenues

      In  2001, gas operating revenues increased primarily due  to  the
increased  market  prices of natural gas early in the  year,  partially
offset by decreased sales volume.

      In  2000, gas operating revenues increased primarily due  to  the
increased market price of natural gas.

Expenses

Fuel and purchased power

     In 2001, fuel and purchased power expenses increased primarily due
to the increased market prices of natural gas and purchased power.

     In 2000, fuel and purchased power expenses increased primarily due
to the increased market price of natural gas.

Other operation and maintenance

      In  2001,  other  operation  and maintenance  expenses  increased
primarily due to increases in:

     o maintenance of fossil plants of $2.4 million;
     o rate proceedings costs of $3.3 million; and
     o uncollectible  accounts expense for  miscellaneous  accounts
       receivable of $3.5 million.

<PAGE>
                       ENTERGY NEW ORLEANS, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

     The increases are partially offset by a decrease in administrative
and general salaries expense of $2.2 million and a decrease in injuries
and damage expense of $1.5 million.

      In  2000,  other  operation  and maintenance  expenses  increased
primarily due to increases in:

     o uncollectible  accounts expense for  miscellaneous  accounts
       receivable of $1.3 million;
     o maintenance of fossil plants of $1.1 million; and
     o advertising expenses of $1.3 million.

Taxes other than income taxes

      In  2001  and  2000,  taxes  other than  income  taxes  increased
primarily due to increased local franchise taxes as a result of  higher
retail revenue.

Other regulatory credits

      In  2001, other regulatory credits increased primarily due to the
deferral  of  capacity charges included in purchased  power  costs  for
summer  capacity  that Entergy New Orleans expects to  recover  in  the
future.  The increase was also due to an under-recovery of Grand Gulf 1
related costs in 2001 compared to an over-recovery in 2000.

      In  2000,  other  regulatory credits decreased due  to  an  over-
recovery  of Grand Gulf 1 related costs in 2000 compared to  an  under-
recovery in 1999 and the deferral of Year 2000 costs in 1999.

Amortization of rate deferrals

      In 2001 and 2000, amortization of rate deferrals decreased due to
scheduled  rate  changes in the amortization of Grand Gulf  1  phase-in
expenses.   The Grand Gulf 1 phase-in plan was completed  in  September
2001.

Other

Interest and other charges

     In 2001, interest on long-term debt increased primarily due to the
issuance  of  $30 million of long-term debt in February  2001  and  the
issuance of $30 million of long-term debt in July 2000.

     In 2000, interest on long-term debt increased primarily due to the
issuance of $30 million of long-term debt in July 2000.

Income taxes

      The  effective  income tax rates for 2001, 2000,  and  1999  were
66.7%, 41.2%, and 40.7%, respectively.

      The  increase  in  the effective income tax  rate  for  2001  was
primarily due to the pre-tax loss, which increased the impact of  flow-
through items.

<PAGE>
<TABLE>
<CAPTION>

                        ENTERGY NEW ORLEANS, INC.
                        STATEMENTS OF OPERATIONS

                                                               For the Years Ended December 31,
                                                               2001          2000         1999
                                                                       (In Thousands)
<S>                                                            <C>         <C>          <C>
                 OPERATING REVENUES
Domestic electric                                              $502,672    $514,774     $426,431
Natural gas                                                     128,178     125,516       81,357
                                                               --------    --------     --------
TOTAL                                                           630,850     640,290      507,788
                                                               --------    --------     --------

                 OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                   240,781     253,869      135,242
   Purchased power                                              220,268     173,371      166,579
   Other operation and maintenance                               92,023      87,254       83,197
Taxes other than income taxes                                    46,878      45,132       39,621
Depreciation and amortization                                    24,922      23,550       21,219
Other regulatory credits - net                                  (12,049)     (7,058)      (9,036)
Amortization of rate deferrals                                   10,977      24,786       28,430
                                                               --------    --------     --------
TOTAL                                                           623,800     600,904      465,252
                                                               --------    --------     --------

OPERATING INCOME                                                  7,050      39,386       42,536
                                                               --------    --------     --------

                    OTHER INCOME
Allowance for equity funds used during construction               1,987       1,190        1,084
Miscellaneous - net                                               2,330       2,530        2,263
                                                               --------    --------     --------
TOTAL                                                             4,317       3,720        3,347
                                                               --------    --------     --------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                       17,699      14,429       13,277
Other interest - net                                              1,962       1,462        1,403
Allowance for borrowed funds used during construction            (1,703)       (900)        (788)
                                                               --------    --------     --------
TOTAL                                                            17,958      14,991       13,892
                                                               --------    --------     --------

INCOME (LOSS) BEFORE INCOME TAXES                                (6,591)     28,115       31,991

Income taxes                                                     (4,396)     11,597       13,030
                                                               --------    --------     --------

NET INCOME (LOSS)                                                (2,195)     16,518       18,961

Preferred dividend requirements and other                           965         965          965
                                                               --------    --------     --------

EARNINGS (LOSS) APPLICABLE TO
COMMON STOCK                                                    ($3,160)    $15,553      $17,996
                                                               ========    ========     ========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       ENTERGY NEW ORLEANS, INC.
                       STATEMENTS OF CASH FLOWS

                                                               For the Years Ended December 31,
                                                                2001        2000        1999
                                                                        (In Thousands)
<S>                                                            <C>          <C>         <C>
                  OPERATING ACTIVITIES
Net income (loss)                                               ($2,195)    $16,518     $18,961
Noncash items included in net income:
  Amortization of rate deferrals                                 10,977      24,786      28,430
  Other regulatory credits - net                                (12,049)     (7,058)     (9,036)
  Depreciation and amortization                                  24,922      23,550      21,219
  Deferred income taxes and investment tax credits              (24,198)       (639)     (3,131)
  Allowance for equity funds used during construction            (1,987)     (1,190)     (1,084)
Changes in working capital:
  Receivables                                                    33,183     (45,580)     (7,258)
  Fuel inventory                                                  1,123        (911)        179
  Accounts payable                                              (40,364)     29,592      23,319
  Taxes accrued                                                  (5,823)      5,394         429
  Interest accrued                                                  913       1,163          37
  Deferred fuel costs                                            38,430     (13,751)    (13,293)
  Other working capital accounts                                  9,115        (223)      6,607
Provision for estimated losses and reserves                      (2,669)       (365)       (531)
Changes in other regulatory assets                               33,833     (11,637)    (11,482)
Other                                                            14,495      10,812       6,796
                                                               --------    --------    --------
Net cash flow provided by operating activities                   77,706      30,461      60,162
                                                               --------    --------    --------

                  INVESTING ACTIVITIES
Construction expenditures                                       (61,189)    (48,902)    (46,239)
Allowance for equity funds used during construction               1,987       1,190       1,084
Changes in other temporary investments - net                    (14,859)          -           -
                                                               --------    --------    --------
Net cash flow used in investing activities                      (74,061)    (47,712)    (45,155)
                                                               --------    --------    --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                     29,761      29,564           -
Dividends paid:
  Common stock                                                     (800)     (9,500)    (26,500)
  Preferred stock                                                  (724)       (965)     (1,206)
                                                               --------    --------    --------
Net cash flow provided by (used in) financing activities         28,237      19,099     (27,706)
                                                               --------    --------    --------

Net increase (decrease) in cash and cash equivalents             31,882       1,848     (12,699)

Cash and cash equivalents at beginning of period                  6,302       4,454      17,153
                                                               --------    --------    --------

Cash and cash equivalents at end of period                      $38,184      $6,302      $4,454
                                                               ========    ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                          $18,230     $14,331     $14,281
  Income taxes                                                  $47,380      $9,207     $12,476

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                         ENTERGY NEW ORLEANS, INC.
                              BALANCE SHEETS
                                  ASSETS

                                                                 December 31,
                                                               2001        2000
                                                                (In Thousands)
<S>                                                         <C>         <C>
                    CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                        $5,237      $6,302
  Temporary cash investments - at cost,
    which approximates market                                 32,947           -
                                                            --------    --------
        Total cash and cash equivalents                       38,184       6,302
                                                            --------    --------
Other temporary investments                                   14,859           -
Accounts receivable:
  Customer                                                    33,827      67,264
  Allowance for doubtful accounts                             (2,234)       (770)
  Associated companies                                        10,527       2,800
  Other                                                        4,511       3,709
  Accrued unbilled revenues                                   20,027      26,838
                                                            --------    --------
    Total accounts receivable                                 66,658      99,841
                                                            --------    --------
Deferred fuel costs                                                -      28,234
Accumulated deferred income taxes                              4,882           -
Fuel inventory - at average cost                               3,081       4,204
Materials and supplies - at average cost                       8,273       9,630
Rate deferrals                                                     -      10,974
Prepayments and other                                         26,239       1,416
                                                            --------    --------
TOTAL                                                        162,176     160,601
                                                            --------    --------

            OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                           3,259       3,259
                                                            --------    --------

                    UTILITY PLANT
Electric                                                     597,575     572,061
Natural gas                                                  142,741     134,826
Construction work in progress                                 43,166      36,489
                                                            --------    --------
TOTAL UTILITY PLANT                                          783,482     743,376
Less - accumulated depreciation and amortization             396,535     394,271
                                                            --------    --------
UTILITY PLANT - NET                                          386,947     349,105
                                                            --------    --------

           DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Unamortized loss on reacquired debt                            761         974
  Other regulatory assets                                     10,843      44,676
Other                                                          2,051         616
                                                            --------    --------
TOTAL                                                         13,655      46,266
                                                            --------    --------

TOTAL ASSETS                                                $566,037    $559,231
                                                            ========    ========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                          ENTERGY NEW ORLEANS, INC.
                               BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                December 31,
                                                             2001        2000
                                                              (In Thousands)
<S>                                                         <C>         <C>
                 CURRENT LIABILITIES
Accounts payable:
  Associated companies                                       $18,199     $24,637
  Other                                                       23,640      57,566
Customer deposits                                             18,931      18,311
Taxes accrued                                                      -       5,823
Accumulated deferred income taxes                                  -       6,543
Interest accrued                                               7,032       6,119
Deferred fuel cost                                            10,196           -
Obligations under capital leases                                   -           -
System Energy refund                                          33,614           -
Other                                                          1,799       3,211
                                                            --------    --------
TOTAL                                                        113,411     122,210
                                                            --------    --------

        DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                             25,326      43,754
Accumulated deferred investment tax credits                    5,361       5,868
SFAS 109 regulatory liability - net                           19,868      12,607
Other regulatory liabilities                                       -         537
Accumulated provisions                                         5,802       8,471
Other                                                         16,735      12,356
                                                            --------    --------
TOTAL                                                         73,092      83,593
                                                            --------    --------

Long-term debt                                               229,097     199,031

                 SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                          19,780      19,780
Common stock, $4 par value, authorized 10,000,000
  shares; issued and outstanding 8,435,900 shares in 2001
  and 2000                                                    33,744      33,744
Paid-in capital                                               36,294      36,294
Retained earnings                                             60,619      64,579
                                                            --------    --------
TOTAL                                                        150,437     154,397
                                                            --------    --------

Commitments and Contingencies

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $566,037    $559,231
                                                            ========    ========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       ENTERGY NEW ORLEANS, INC.
                    STATEMENTS OF RETAINED EARNINGS

                                          For the Years Ended December 31,
                                            2001      2000        1999
                                                 (In Thousands)

<S>                                        <C>       <C>        <C>
Retained Earnings, January 1               $64,579   $58,526    $67,030

  Add:
    Net income (loss)                       (2,195)   16,518     18,961

  Deduct:
    Dividends declared:
      Preferred stock                          965       965        965
      Common stock                             800     9,500     26,500
                                           -------   -------    -------
        Total                                1,765    10,465     27,465
                                           -------   -------    -------
Retained Earnings, December 31             $60,619   $64,579    $58,526
                                           =======   =======    =======

See Notes to Financial Statements.



</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       ENTERGY NEW ORLEANS, INC.

            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON


                             2001        2000       1999      1998       1997
                                               (In Thousands)
<S>                        <C>         <C>        <C>        <C>        <C>
Operating revenues         $630,850    $640,290   $507,788   $513,750   $504,822
Net Income (Loss)          $ (2,195)   $ 16,518   $ 18,961   $ 16,137   $ 15,451
Total assets               $566,037    $559,231   $485,746   $471,904   $498,150
Long-term obligations (1)  $229,097    $199,031   $169,083   $169,018   $168,953

</TABLE>
(1)  Includes long-term debt (excluding currently maturing debt).

<TABLE>
<CAPTION>
                                2001        2000       1999       1998       1997
<S>                            <C>        <C>         <C>        <C>        <C>
Electric Operating Revenues:                     (Dollars In Thousands)
   Residential                 $189,474   $188,314    $158,822   $164,765   $145,688
   Commercial                   186,299    170,684     146,328    149,353    143,113
   Industrial                    31,725     25,479      25,584     26,229     24,616
   Governmental                  80,918     73,028      63,056     62,332     58,746
                               -----------------------------------------------------
     Total retail               488,416    457,505     393,790    402,679    372,163
   Sales for resale:
     Associated companies         9,864     31,629      14,207     10,451     10,342
     Non-associated companies     3,466      8,504      10,545     10,590      8,996
   Other                            926     17,136       7,889      7,733     18,630
                               -----------------------------------------------------
     Total                     $502,672   $514,774    $426,431   $431,453   $410,131
                               =====================================================
Billed Electric Energy
 Sales (GWH):
   Residential                    1,981      2,178       2,102      2,141      1,971
   Commercial                     2,185      2,260       2,208      2,149      2,072
   Industrial                       414        384         514        514        484
   Governmental                   1,017      1,058       1,071      1,037        994
                               -----------------------------------------------------
     Total retail                 5,597      5,880       5,895      5,841      5,521
   Sales for resale:
     Associated companies           115        570         441        370        316
     Non-associated companies        59        141         180        199        160
                               -----------------------------------------------------
     Total                        5,771      6,591       6,516      6,410      5,997
                               =====================================================

</TABLE>


                                              2002     2003     2004     after
                                                                         2004
                                                       (In Millions)
Planned construction and capital investment     $51      $49      $49      N/A
Long-term debt maturities                        $-      $25      $30     $174


<PAGE>
                     INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholder of
System Energy Resources, Inc.:

We  have  audited  the  accompanying balance sheets  of  System  Energy
Resources,  Inc.  as  of December 31, 2001 and 2000,  and  the  related
statements  of  income, retained earnings, and  cash  flows  (pages 154
through  159 and pages 161 through 227) for each of the three years  in
the period ended December 31, 2001.  These financial statements are the
responsibility of the Company's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that
we  plan  and  perform the audit to obtain reasonable  assurance  about
whether the financial statements are free of material misstatement.  An
audit  includes  examining, on a test basis,  evidence  supporting  the
amounts  and  disclosures in the financial statements.  An  audit  also
includes  assessing  the  accounting principles  used  and  significant
estimates  made  by  management,  as well  as  evaluating  the  overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In  our  opinion,  such  financial statements present  fairly,  in  all
material  respects, the financial position of System Energy  Resources,
Inc.  as  of  December  31,  2001 and 2000,  and  the  results  of  its
operations and its cash flows for each of the three years in the period
ended  December  31,  2001  in  conformity with  accounting  principles
generally accepted in the United States of America.




DELOITTE & TOUCHE LLP

New Orleans, Louisiana
January 31, 2002



<PAGE>


                     SYSTEM ENERGY RESOURCES, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Net Income

     Net income increased in 2001 due to the final resolution of System
Energy's   1995  rate  proceeding  and  the  resulting  reductions   in
decommissioning,  depreciation,  and  income  tax  expenses,  partially
offset  by  a decrease in revenue and an increase in interest  expense.
See Note 2 to the financial statements for further discussion of System
Energy's rate proceeding.

      Net  income increased in 2000 due to increased interest  earnings
from  the  money  pool,  an  inter-company  funding  arrangement,   and
decreased  interest  expense associated with the  potential  refund  of
System  Energy's proposed rate increase.  This increase in  net  income
was partially offset by a higher effective income tax rate in 2000.

Revenues

      Operating revenues recover operating expenses, depreciation,  and
capital costs attributable to Grand Gulf 1.  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.

      Operating revenues decreased in 2001 primarily due to an increase
in the provision for rate refund resulting from the final resolution of
System Energy's 1995 rate proceeding.

      Operating revenues increased in 2000 primarily due to an increase
in recoverable expenses.

Expenses

Fuel expenses

      In  2001,  fuel  expenses decreased primarily  due  to  decreased
nuclear  fuel  burn as a result of Grand Gulf 1 being  operational  331
days as compared to 358 days in 2000.

      In  2000,  fuel  expenses increased primarily  due  to  increased
nuclear  fuel  burn as a result of Grand Gulf 1 being  operational  358
days as compared to 295 days in 1999.

Decommissioning

      Decommissioning expenses decreased in 2001 primarily due  to  the
effects  of  the  final  FERC  order addressing  System  Energy's  rate
proceeding.

Depreciation and amortization

     Depreciation and amortization expenses decreased in 2001 primarily
due  to  the effects of the final FERC order addressing System Energy's
rate proceeding.

     In 2000, depreciation expense increased due to higher depreciation
associated  with the principal payment on the sale and leaseback  of  a
portion  of  Grand  Gulf  1.  The  depreciation  schedule  matches  the
collection of lease principal and revenues with the depreciation of the
asset.

<PAGE>

                     SYSTEM ENERGY RESOURCES, INC.

            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                         RESULTS OF OPERATIONS

Other regulatory charges

      In  2000,  other  regulatory  charges  increased  due  to  higher
accelerated  recovery under the GGART at Entergy Arkansas  and  Entergy
Mississippi.   The  GGART  is discussed in  Note  2  to  the  financial
statements.

Other

Interest and dividend income

      Interest  and dividend income increased in 2001 as  a  result  of
increased interest on decommissioning trust funds due to the effects of
the final FERC order addressing System Energy's rate proceeding.

      Interest and dividend income increased in 2000 as a result of the
interest earned on System Energy's advances to the money pool, an inter-
company funding arrangement.  The money pool is discussed in Note 4  to
the financial statements.

Interest charges

      Interest  on long-term debt decreased in 2001 and 2000  primarily
due  to  a  decrease  in  interest expense associated  with  the  sale-
leaseback  of  Grand Gulf 1, decreased interest expense  on  the  sale-
leaseback line of credit, and a decrease in interest expense due to the
retirement  of  long-term debt.  In 2001, System  Energy  retired  $135
million  of  first mortgage bonds.  In 2000, System Energy retired  $75
million of debenture bonds.

      Other interest increased in 2001 primarily due to the effects  of
the final FERC order addressing System Energy's rate proceeding.

      Other  interest  decreased  in 2000 primarily  due  to  decreased
interest  expense recorded on the potential refund of  System  Energy's
proposed rate increase.

Income taxes

     The effective income tax rates in 2001, 2000, and 1999 were 27.3%,
46.4% and 39.5%, respectively.

     The decrease in the effective income tax rate in 2001 is primarily
due  to  decreased depreciation as a result of the final resolution  of
System  Energy's 1995 rate proceeding and the distribution of an income
tax benefit from Entergy Corporation related to the 2000 tax return.

      The effective income tax rate for 2000 increased primarily due to
the  amortization of investment tax credits related to Grand Gulf 2  in
1999.


<PAGE>
<TABLE>
<CAPTION>

                      SYSTEM ENERGY RESOURCES, INC.
                            INCOME STATEMENTS

                                                               For the Years Ended December 31,
                                                                 2001         2000        1999
                                                                         (In Thousands)
<S>                                                             <C>          <C>         <C>
                  OPERATING REVENUES
Domestic electric                                               $535,027     $656,749    $620,032
                                                                --------     --------    --------
                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                     37,010       42,369      37,336
   Nuclear refueling outage expenses                              13,275       14,423      14,136
   Other operation and maintenance                                85,491       88,257      87,450
Decommissioning                                                  (13,493)      18,944      18,944
Taxes other than income taxes                                     26,134       30,517      27,212
Depreciation and amortization                                     53,414      127,904     113,862
Other regulatory charges - net                                    62,742       63,590      57,656
                                                                --------     --------    --------
TOTAL                                                            264,573      386,004     356,596
                                                                --------     --------    --------

OPERATING INCOME                                                 270,454      270,745     263,436
                                                                --------     --------    --------

                     OTHER INCOME
Allowance for equity funds used during construction                1,769        1,482       2,540
Interest and dividend income                                      26,271       20,528      16,366
Miscellaneous - net                                               (1,190)         (82)        (57)
                                                                --------     --------    --------
TOTAL                                                             26,850       21,928      18,849
                                                                --------     --------    --------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                        68,833       87,689     102,764
Other interest - net                                              69,185       30,830      45,218
Allowance for borrowed funds used during construction               (830)        (854)     (1,920)
                                                                --------     --------    --------
TOTAL                                                            137,188      117,665     146,062
                                                                --------     --------    --------

INCOME BEFORE INCOME TAXES                                       160,116      175,008     136,223

Income taxes                                                      43,761       81,263      53,851
                                                                --------     --------    --------

NET INCOME                                                      $116,355      $93,745     $82,372
                                                                ========     ========    ========

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                        SYSTEM ENERGY RESOURCES, INC.
                          STATEMENTS OF CASH FLOWS

                                                                    For the Years Ended December 31,
                                                                    2001        2000         1999
                                                                           (In Thousands)
<S>                                                                <C>          <C>          <C>
                  OPERATING ACTIVITIES
Net income                                                         $116,355     $93,745      $82,372
Noncash items included in net income:
  Reserve for regulatory adjustments                               (322,368)     54,598      108,484
  Other regulatory charges - net                                     62,742      63,590       57,656
  Depreciation, amortization, and decommissioning                    39,921     146,848      132,806
  Deferred income taxes and investment tax credits                  106,764     (71,212)     (86,860)
  Allowance for equity funds used during construction                (1,769)     (1,482)      (2,540)
Changes in working capital:
  Receivables                                                       142,797      87,212     (172,354)
  Accounts payable                                                   (9,587)     (7,401)     (11,688)
  Taxes accrued                                                      43,992      13,147      (21,424)
  Interest accrued                                                    3,088       4,008       (2,022)
  Other working capital accounts                                       (664)     20,754       (4,425)
Provision for estimated losses and reserves                              16      (1,328)          45
Changes in other regulatory assets                                   38,732      58,592      (18,492)
Other                                                               (54,124)    (65,491)      41,250
                                                                   --------    --------     --------
Net cash flow provided by operating activities                      165,895     395,580      102,808
                                                                   --------    --------     --------

                  INVESTING ACTIVITIES
Construction expenditures                                           (40,144)    (36,555)     (28,848)
Allowance for equity funds used during construction                   1,769       1,482        2,540
Nuclear fuel purchases                                              (37,639)          -      (39,975)
Proceeds from sale/leaseback of nuclear fuel                         37,639           -       39,975
Decommissioning trust contributions and realized
    change in trust assets                                          (16,147)    (23,694)     (22,139)
Changes in other temporary investments - net                        (22,354)          -            -
Other                                                                29,242           -            -
                                                                   --------    --------     --------
Net cash flow used in investing activities                          (47,634)    (58,767)     (48,447)
                                                                   --------    --------     --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                              -           -      101,835
Retirement of long-term debt                                       (151,800)    (77,947)    (282,885)
Dividends paid:
  Common stock                                                     (119,100)    (91,800)     (75,000)
                                                                   --------    --------     --------
Net cash flow used in financing activities                         (270,900)   (169,747)    (256,050)
                                                                   --------    --------     --------

Net increase (decrease) in cash and cash equivalents               (152,639)    167,066     (201,689)

Cash and cash equivalents at beginning of period                    202,218      35,152      236,841
                                                                   --------    --------     --------

Cash and cash equivalents at end of period                          $49,579    $202,218      $35,152
                                                                   ========    ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                             $130,596    $109,046     $141,731
  Income taxes                                                    ($107,831)   $143,040     $154,336
 Noncash investing and financing activities:
  Change in unrealized depreciation of
   decommissioning trust assets                                     ($5,931)    ($1,506)        ($37)

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        SYSTEM ENERGY RESOURCES, INC.
                              BALANCE SHEETS
                                  ASSETS


                                                                         December 31,
                                                                      2001        2000
                                                                        (In Thousands)
<S>                                                                <C>         <C>
                     CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                    $15         $44
  Temporary cash investments - at cost,
    which approximates market                                          49,564     202,174
                                                                   ----------  ----------
        Total cash and cash equivalents                                49,579     202,218
                                                                   ----------  ----------
Other temporary investments                                            22,354           -
Accounts receivable:
  Associated companies                                                 70,755     212,551
  Other                                                                 1,193       2,194
                                                                   ----------  ----------
    Total accounts receivable                                          71,948     214,745
                                                                   ----------  ----------
Materials and supplies - at average cost                               51,665      52,235
Deferred nuclear refueling outage costs                                 8,728       6,577
Prepayments and other                                                   1,631       2,639
                                                                   ----------  ----------
TOTAL                                                                 205,905     478,414
                                                                   ----------  ----------

             OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                           138,546     157,572
                                                                   ----------  ----------

                      UTILITY PLANT
Electric                                                            3,098,446   3,093,033
Property under capital lease                                          450,014     449,851
Construction work in progress                                          36,868      24,029
Nuclear fuel under capital lease                                       61,905      49,256
                                                                   ----------  ----------
TOTAL UTILITY PLANT                                                 3,647,233   3,616,169
Less - accumulated depreciation and amortization                    1,416,337   1,407,885
                                                                   ----------  ----------
UTILITY PLANT - NET                                                 2,230,896   2,208,284
                                                                   ----------  ----------

            DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                     173,470     195,634
  Unamortized loss on reacquired debt                                  48,381      51,957
  Other regulatory assets                                             157,949     174,517
Other                                                                   8,894       8,172
                                                                   ----------  ----------
TOTAL                                                                 388,694     430,280
                                                                   ----------  ----------

TOTAL ASSETS                                                       $2,964,041  $3,274,550
                                                                   ==========  ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                       SYSTEM ENERGY RESOURCES, INC.
                              BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDER'S EQUITY


                                                                         December 31,
                                                                      2001        2000
                                                                        (In Thousands)
<S>                                                                <C>         <C>
                   CURRENT LIABILITIES
Currently maturing long-term debt                                    $100,891    $151,800
Accounts payable:
  Associated companies                                                  2,404       2,722
  Other                                                                14,316      23,585
Taxes accrued                                                         112,522      68,530
Accumulated deferred income taxes                                       2,360       1,648
Interest accrued                                                       47,095      44,007
Obligations under capital leases                                       26,503      32,119
Other                                                                   1,583       1,674
                                                                   ----------  ----------
TOTAL                                                                 307,674     326,085
                                                                   ----------  ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                     498,404     391,505
Accumulated deferred investment tax credits                            86,040      89,516
Obligations under capital leases                                       35,401      17,137
Other regulatory liabilities                                          135,878     103,634
Decommissioning                                                       140,103     153,197
Regulatory reserves                                                         -     322,368
Accumulated provisions                                                    705         689
Other                                                                  39,117      46,139
                                                                   ----------  ----------
TOTAL                                                                 935,648   1,124,185
                                                                   ----------  ----------

Long-term debt                                                        830,038     930,854

                  SHAREHOLDER'S EQUITY
Common stock, no par value, authorized 1,000,000 shares;
 issued and outstanding 789,350 shares in 2001 and 2000               789,350     789,350
Retained earnings                                                     101,331     104,076
                                                                   ----------  ----------
TOTAL                                                                 890,681     893,426
                                                                   ----------  ----------

Commitments and Contingencies

               TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY          $2,964,041  $3,274,550
                                                                   ==========  ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>


                  SYSTEM ENERGY RESOURCES, INC.
                STATEMENTS OF RETAINED EARNINGS

                                        For the Years Ended December 31,
                                         2001        2000        1999
                                                (In Thousands)

Retained Earnings, January 1            $104,076   $102,131     $94,759

  Add:
    Net income                           116,355     93,745      82,372

  Deduct:
    Dividends declared                   119,100     91,800      75,000
                                        --------   --------    --------
Retained Earnings, December 31          $101,331   $104,076    $102,131
                                        ========   ========    ========

See Notes to Financial Statements.


<PAGE>
<TABLE>
<CAPTION>
                     SYSTEM ENERGY RESOURCES, INC.

            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON


                                  2001         2000        1999          1998         1997
                                                    (Dollars In Thousands)
<S>                           <C>          <C>          <C>          <C>          <C>
Operating revenues            $  535,027   $  656,749   $  620,032   $  602,373   $  633,698
Net income                    $  116,355   $   93,745   $   82,372   $  106,476   $  102,295
Total assets                  $2,964,041   $3,274,550   $3,369,048   $3,431,205   $3,432,031
Long-term obligations (1)     $  865,439   $  947,991   $1,122,178   $1,182,616   $1,364,161
Electric energy sales (GWH)        8,921        9,621        7,567        8,259        9,735

</TABLE>
(1)  Includes   long-term  debt  (excluding  current  maturities)   and
     noncurrent capital lease obligations.


                                               2002     2003     2004     after
                                                                          2004
                                                        (In Millions)

Planned construction and capital investment      $25     $20       $20      N/A
Long-term debt maturities                       $101     $11        $6     $813
Nuclear fuel lease obligations (1)               $27     $35       N/A      N/A

 (1) It is expected that additional financing under the leases will be
     arranged as needed to acquire additional fuel, to pay interest, and to
     pay maturing debt.  If such additional financing cannot be arranged,
     however, the lessee in each case must repurchase sufficient nuclear
     fuel to allow the lessor to meet its obligations.

<PAGE>

                 ENTERGY CORPORATION AND SUBSIDIARIES

                     NOTES TO FINANCIAL STATEMENTS

NOTE   1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES   (Entergy
Corporation, Entergy Arkansas, Entergy Gulf States, Entergy  Louisiana,
Entergy Mississippi, Entergy New Orleans, and System Energy)

      The  accompanying consolidated financial statements  include  the
accounts   of   Entergy  Corporation  and  its  direct   and   indirect
subsidiaries,  including  the  domestic utility  companies  and  System
Energy,  whose  separate  financial statements  are  included  in  this
document.  The financial statements presented herein result from  these
companies having registered securities with the SEC.

      As  required  by  generally accepted accounting  principles,  all
significant  intercompany  transactions have  been  eliminated  in  the
consolidated financial statements.  The domestic utility companies  and
System  Energy  maintain accounts in accordance  with  FERC  and  other
regulatory guidelines.  Certain previously reported amounts  have  been
reclassified to conform to current classifications, with no  effect  on
net income or shareholders' equity.

Use of Estimates in the Preparation of Financial Statements

      The  preparation  of Entergy Corporation's and its  subsidiaries'
financial  statements, in conformity with generally accepted accounting
principles, requires management to make estimates and assumptions  that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities and the reported amounts of  revenues
and  expenses.   Adjustments  to the reported  amounts  of  assets  and
liabilities  may be necessary in the future to the extent  that  future
estimates or actual results are different from the estimates used.

Revenues and Fuel Costs

      Entergy  Arkansas,  Entergy Louisiana,  and  Entergy  Mississippi
generate,  transmit, and distribute electric power primarily to  retail
customers   in  Arkansas,  Louisiana,  and  Mississippi,  respectively.
Entergy  Gulf  States  generates, transmits, and  distributes  electric
power  primarily  to retail customers in Texas and Louisiana.   Entergy
Gulf  States  also distributes gas to retail customers  in  and  around
Baton  Rouge, Louisiana.  Entergy New Orleans sells both electric power
and  gas  to  retail customers in the City of New Orleans,  except  for
Algiers,  where  Entergy  Louisiana is  the  electric  power  supplier.
Entergy's  domestic  non-utility nuclear and energy commodity  services
segments  derive  almost all of their revenue from  sales  of  electric
power generated by plants owned by them, except for gains or losses  on
power  plant development projects for energy commodity services,  which
are discussed below.

      System  Energy's operating revenues are intended to recover  from
Entergy  Arkansas, Entergy Louisiana, Entergy Mississippi, and  Entergy
New  Orleans operating expenses 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,  plus  System Energy's effective interest cost  for  its  debt
allocable to its investment in Grand Gulf 1.  System Energy's  recently
resolved  rate  proceeding is discussed in  Note  2  to  the  financial
statements.

      Entergy recognizes revenue from electric power and gas sales when
it  delivers  power  or  gas  to its customers.   To  the  extent  that
deliveries  have occurred but a bill has not been issued, the  domestic
utility  companies  accrue  an estimate  of  the  revenues  for  energy
delivered  since  the latest billings.  The monthly estimated  unbilled
revenue  amounts  are  recorded as revenue and a  receivable,  and  are
reversed the following month.

     The domestic utility companies' rate schedules include either fuel
adjustment  clauses or fixed fuel factors, both of which  allow  either
current  recovery in billings to customers or deferral  of  fuel  costs
until  the  costs are billed to customers.  Because the fuel adjustment
clause  mechanism  allows monthly adjustments to  recover  fuel  costs,
Entergy  Louisiana, Entergy New Orleans, and the Louisiana  portion  of
Entergy Gulf States include a component of fuel cost recovery in  their
unbilled revenue calculations.  Where the fuel component of revenues is
billed  based  on a pre-determined fuel cost (fixed fuel  factor),  the
fuel  factor remains in effect until changed as part of a general  rate
case,  fuel  reconciliation, or fixed fuel  factor  filing.   Effective
January 2001, Entergy Mississippi's fuel factor includes an energy cost
rider that is adjusted quarterly.  In the case of Entergy Arkansas  and
the  Texas  portion of Entergy Gulf States, their fuel under-recoveries
are  treated  as  regulatory investments in the  cash  flow  statements
because  those  companies are allowed by their regulatory jurisdictions
to  recover the fuel cost regulatory asset over longer than  a  twelve-
month  period,  and the companies earn a return on the  under-recovered
balances.

Property, Plant, and Equipment

      Property, plant, and equipment is stated at original  cost.   The
original cost of plant retired or removed, plus the applicable  removal
costs,  less  salvage, is charged to accumulated depreciation.   Normal
maintenance,  repairs,  and  minor replacement  costs  are  charged  to
operating   expenses.   Substantially  all  of  the  domestic   utility
companies' and System Energy's plant is subject to mortgage liens.

     Electric plant includes the portions of Grand Gulf 1 and Waterford
3  that  have  been  sold  and leased back.   For  financial  reporting
purposes,  these  sale  and  leaseback arrangements  are  reflected  as
financing transactions.

      Net  property,  plant,  and equipment by company  and  functional
category,  as  of  December  31, 2001 and  2000,  is  shown  below  (in
millions):
<TABLE>
<CAPTION>
               2001                            Entergy   Entergy   Entergy    Entergy    Entergy    System
                                      Entergy  Arkansas    Gulf   Louisiana Mississippi    New      Energy
                                                          States                         Orleans
<S>                                    <C>       <C>       <C>       <C>            <C>        <C>   <C>
Production
      Nuclear                          $7,657    $1,053    $1,764    $1,722          $-        $-    $2,103
      Other                             2,016       317       573       192         206        12         -
Transmission                            1,788       533       568       336         319        23         9
Distribution                            3,848     1,123     1,064       838         551       272         -
Other                                     778       157       156       189         122        37        20
Plant acquisition adjustment -
      Entergy Gulf States                 374         -         -         -           -         -         -
Construction work in progress             883       158       222       111         110        43        37
Nuclear fuel
      (leased and owned)                  498        74        68        70           -         -        62
Accumulated provision for
      decommissioning (1)               (578)     (363)      (95)     (120)           -         -         -
                                      ---------------------------------------------------------------------
Property, plant, and equipment -net   $17,264    $3,052    $4,320    $3,338      $1,308      $387    $2,231
                                      =====================================================================
</TABLE>
<TABLE>
<CAPTION>

               2000                             Entergy   Entergy   Entergy    Entergy    Entergy    System
                                      Entergy   Arkansas    Gulf   Louisiana Mississippi    New      Energy
                                                           States                         Orleans
<S>                                     <C>       <C>       <C>       <C>           <C>        <C>    <C>
Production
      Nuclear                           $7,126    $1,092    $1,817    $1,779          $-        $-    $2,103
      Other                              2,021       329       595       195         204        12         -
Transmission                             1,693       504       517       323         316        24         9
Distribution                             3,532     1,074       963       796         517       182         -
Other                                      879       149       187       172         115        95        23
Plant acquisition adjustment -
      Entergy Gulf States                  391         -         -         -           -         -         -
Construction work in progress              937        87       145        85          44        36        24
Nuclear fuel
      (leased and owned)                   435       114        57        64           -         -        49
Accumulated provision for
      decommissioning (1)                (568)     (368)      (90)     (110)           -         -         -
                                       ---------------------------------------------------------------------
Property, plant, and equipment -net    $16,446    $2,981    $4,191    $3,304      $1,196      $349    $2,208
                                       =====================================================================
</TABLE>

(1)  This is reflected in accumulated depreciation and amortization  on
     the  balance  sheet.  The decommissioning liabilities  related  to
     Grand  Gulf 1, Pilgrim, Indian Point 2, and the 30% of River  Bend
     previously owned by Cajun are reflected in the applicable  balance
     sheets   in   "Deferred   Credits   and   Other   Liabilities    -
     Decommissioning."

     Depreciation is computed on the straight-line basis at rates based
on  the  estimated  service lives of the various classes  of  property.
Depreciation rates on average depreciable property are shown below:

                   Entergy  Entergy    Entergy    Entergy     Entergy  System
         Entergy  Arkansas    Gulf    Louisiana  Mississippi    New    Energy(1)
                             States                           Orleans

  2001    2.8%       3.1%      2.5%      2.9%        2.4%         3.0%     2.8%
  2000    2.9%       3.2%      2.4%      3.0%        2.5%         3.1%     3.3%
  1999    2.9%       3.2%      2.4%      2.9%        2.4%         3.0%     3.3%

(1)  Per  a FERC order in 2001, the depreciation rate for System Energy
     was  changed from 3.3% to 2.8%, retroactive to December 1995.  The
     retroactive effect of the change is reflected in the 2001 financial
     statements.  Refer to Note 2 to the financial statements for further
     details of the FERC order in the System Energy rate proceeding.

Jointly-Owned Generating Stations

      Certain  Entergy  subsidiaries jointly  own  electric  generating
facilities with third parties.  The investments and expenses associated
with these generating stations are recorded by the Entergy subsidiaries
to the extent of their respective undivided ownership interests.  As of
December   31,  2001,  the  subsidiaries'  investment  and  accumulated
depreciation in each of these generating stations were as follows:
<TABLE>
<CAPTION>
                                                         Total
                                                         Megawatt                                Accumulated
            Generating Stations              Fuel-Type   Capability (1)  Ownership   Investment  Depreciation
                                                                                          (In Milliions)
<S>                      <C>                    <C>        <C>            <C>        <C>         <C>
Entergy Arkansas -
 Independence            Unit 1                 Coal       836            31.50%     $117        $   62
                         Common Facilities      Coal                      15.75%       31            15
 White Bluff             Units 1 and 2          Coal     1,610            57.00%      414           231
Entergy Gulf States -
 Roy S. Nelson           Unit 6                 Coal       550            70.00%      404           218
 Big Cajun 2             Unit 3                 Coal       562            42.00%      228           117
Entergy Mississippi -    Units 1 and 2  and     Coal     1,651            25.00%      227           102
 Independence            Common Facilities

System Energy -
 Grand Gulf              Unit 1               Nuclear    1,247            90.00%(2)  3,549        1,416
Entergy Power -
 Independence            Unit 2                 Coal       815            14.37%        76           33
                         Common Facilities      Coal                       7.18%         5            3
</TABLE>

(1)"Total   Megawatt  Capability"  is  the  dependable  load   carrying
   capability  as demonstrated under actual operating conditions  based
   on  the  primary fuel (assuming no curtailments) that  each  station
   was designed to utilize.

(2)Includes an 11.5% leasehold interest held by System Energy.   System
   Energy's Grand Gulf 1 lease obligations are discussed in Note 10  to
   the financial statements.

Gains or Losses on Sales of Power Development Projects

      EWO  actively manages its assets as an investment portfolio,  and
attempts  to  maximize  flexibility  to  respond  to  different  market
environments.  Active management of the portfolio by EWO is expected to
result  in:  the commercial operation of projects by EWO; the  sale  of
projects   at  various  stages  in  their  planning,  development,   or
operation; or the abandonment of projects.  As a result, project  sales
are  a  part of the revenue generating activities of EWO, and gains  or
losses  on  those  sales  are reported in operating  revenue  for  that
business segment.

Nuclear Refueling Outage Costs

      Entergy records nuclear refueling outage costs in accordance with
regulatory  treatment  and  the matching  principle.   These  refueling
outage  expenses are incurred to prepare the units to operate  for  the
next  18  months without having to be taken off line.  Except  for  the
River  Bend  plant,  the  costs  are deferred  during  the  outage  and
amortized over the period to the next outage.  In accordance  with  the
regulatory treatment of the River Bend plant, the costs are accrued  in
advance  and  included in the cost of service used to establish  retail
rates.   Entergy Gulf States relieves the accrual when it incurs  costs
during the next River Bend outage.

Allowance for Funds Used During Construction

      AFUDC  represents the approximate net composite interest cost  of
borrowed  funds  and a reasonable return on the equity funds  used  for
construction.   Although AFUDC increases both  the  plant  balance  and
earnings,  it  is  realized  in  cash through  depreciation  provisions
included in rates.

Income Taxes

      Entergy Corporation and its subsidiaries file a U.S. consolidated
federal  income  tax  return.   Income  taxes  are  allocated  to   the
subsidiaries  in  proportion  to  their  contribution  to  consolidated
taxable income.  SEC regulations require that no Entergy subsidiary pay
more taxes than it would have paid if a separate income tax return  had
been  filed.   In  accordance  with SFAS 109,  "Accounting  for  Income
Taxes,"   deferred  income  taxes  are  recorded  for   all   temporary
differences  between the book and tax basis of assets and  liabilities,
and for certain credits available for carryforward.

      Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion
of  the  deferred tax assets will not be realized.  Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and
rates in the period in which the tax or rate was enacted.

      Investment tax credits are deferred and amortized based upon  the
average  useful  life  of  the  related property,  in  accordance  with
ratemaking treatment.

Earnings per Share

       The  average  number  of  common  shares  outstanding  for   the
presentation  of  diluted earnings per share was greater  by  3,789,392
shares  in 2001, 1,960,858 shares in 2000, and 199,423 shares in  1999,
than  the  number of such shares for the presentation of basic earnings
per  share  due to Entergy's stock option and other stock  compensation
plans  discussed more thoroughly in Note 5 to the financial statements.
The dilutive effect of the stock options on earnings per share was $.06
in 2001, $.03 in 2000, and $.00 in 1999.

      Options to purchase approximately 148,500 and 5,205,000 shares of
common stock at various prices were outstanding at the end of 2001  and
1999,  respectively,  that  were not included  in  the  computation  of
diluted  earnings  per share because the exercise prices  were  greater
than  the average market price of the common shares at the end of  each
of  the  years presented.  At the end of 2000, all outstanding options,
totaling  11,468,316,  were  included in  the  computation  of  diluted
earnings  per  share  as a result of the average market  price  of  the
common shares being greater than the exercise prices.

Application of SFAS 71

     The domestic utility companies and System Energy currently account
for  the effects of regulation pursuant to SFAS 71, "Accounting for the
Effects of Certain Types of Regulation."  This statement applies to the
financial  statements of a rate-regulated enterprise  that  meet  three
criteria.   The enterprise must have rates that (i) are approved  by  a
body  empowered to set rates that bind customers (its regulator);  (ii)
are  cost-based;  and  (iii)  can  be charged  to  and  collected  from
customers.  These criteria may also be applied to separable portions of
a utility's business, such as the generation or transmission functions,
or  to  specific  classes of customers.  If an enterprise  meets  these
criteria,  it  capitalizes costs that would  otherwise  be  charged  to
expense  if  the  rate actions of its regulator make it  probable  that
those  costs  will  be recovered in future revenue.   Such  capitalized
costs  are reflected as regulatory assets in the accompanying financial
statements.  A significant majority of Entergy's regulatory assets, net
of  related regulatory and deferred tax liabilities, earn a  return  on
investment during their recovery periods.  SFAS 71 requires that  rate-
regulated  enterprises  assess  the  probability  of  recovering  their
regulatory  assets  at  each balance sheet date.   When  an  enterprise
concludes  that  recovery of a regulatory asset is no longer  probable,
the regulatory asset must be removed from the entity's balance sheet.
      SFAS  101, "Accounting for the Discontinuation of Application  of
FASB Statement No. 71," specifies how an enterprise that ceases to meet
the  criteria  for  application of SFAS 71  for  all  or  part  of  its
operations  should report that event in its financial  statements.   In
general,   SFAS   101   requires  that  the   enterprise   report   the
discontinuation of the application of SFAS 71 by eliminating  from  its
balance  sheet  all regulatory assets and liabilities  related  to  the
applicable segment.  Additionally, if it is determined that a regulated
enterprise  is no longer recovering all of its costs and  therefore  no
longer  qualifies  for  SFAS 71 accounting,  it  is  possible  that  an
impairment  may  exist that could require further write-offs  of  plant
assets.

      EITF  97-4: "Deregulation of the Pricing of Electricity -  Issues
Related to the Application of FASB Statements No. 71 and 101" specifies
that  SFAS 71 should be discontinued at a date no later than  when  the
effects of a transition to competition plan for all or a portion of the
entity  subject to such plan are reasonably determinable. Additionally,
EITF  97-4  promulgates that regulatory assets to be recovered  through
cash flows derived from another portion of the entity that continues to
apply  SFAS  71  should  not be written off;  rather,  they  should  be
considered regulatory assets of the segment that will continue to apply
SFAS 71.

      See  Note  2  to  the  financial  statements  for  discussion  of
transition   to   competition  activity  in   the   retail   regulatory
jurisdictions served by the domestic utility companies.   Arkansas  and
Texas  have enacted retail open access laws, but Entergy believes  that
significant  issues  remain  to  be addressed  by  Arkansas  and  Texas
regulators,  and the enacted laws do not provide sufficient  detail  to
reasonably  determine the impact on Entergy Arkansas' and Entergy  Gulf
States' regulated operations.

Cash and Cash Equivalents

      Entergy considers all unrestricted highly liquid debt instruments
purchased with an original maturity of three months or less to be  cash
equivalents.  Investments with original maturities of more  than  three
months  are  classified as other temporary investments on  the  balance
sheet.

Investments

      Entergy  applies  the  provisions of SFAS  115,  "Accounting  for
Investments for Certain Debt and Equity Securities," in accounting  for
investments  in decommissioning trust funds.  As a result, Entergy  has
recorded  on  the consolidated balance sheet $93 million of  additional
value  in its decommissioning trust funds as of December 31, 2001,  and
$128 million as of December 31, 2000.  This additional value represents
the amount by which the fair value of the securities held in such funds
exceeds  the  amounts deposited plus the earnings on the deposits.   In
accordance  with  the  regulatory treatment for  decommissioning  trust
funds,  the  domestic  utility companies have  recorded  an  offsetting
amount  of  unrealized  gains on investment securities  in  accumulated
depreciation.  System Energy's offsetting amount of unrealized gains on
investment securities is in other regulatory liabilities.

     Decommissioning trust funds for Pilgrim and Indian Point 2 do  not
receive  regulatory treatment.  Accordingly, unrealized gains  and losses
recorded on  the  assets  in  these  trust funds are recognized  as  a
separate component  of shareholders' equity because these assets are
classified as available for sale.

Equity Method Investees

      Entergy owns a number of investments that are accounted for under
the  equity  method  of  accounting because Entergy's  ownership  level
results  in  significant influence, but not control, over the  investee
and its operations.  Entergy records its share of earnings or losses of
the  investee  based on the change during the period in  the  estimated
liquidation  value  of  the investment, assuming  that  the  investee's
assets  were to be liquidated at book value.  Entergy discontinues  the
recognition  of losses on equity investments when its share  of  losses
equals  or  exceeds its carrying amount of investee plus  any  advances
made  or commitments to provide additional financial support.  See Note
13  to  the  financial statements for additional information  regarding
Entergy's equity method investments.
Derivative Financial Instruments and Commodity Derivatives

     Entergy   implemented   SFAS  133,  "Accounting   for   Derivative
Instruments and Hedging Activities" on January 1, 2001.  The  statement
requires  that  all  derivatives be recognized in  the  balance  sheet,
either  as  assets or liabilities, at fair value.  The changes  in  the
fair  value of derivatives are recorded each period in current earnings
or  other  comprehensive income, depending on whether a  derivative  is
designated  as part of a hedge transaction and, if it is, the  type  of
hedge transaction.

     For  cash-flow hedge transactions in which Entergy is hedging  the
variability of cash flows related to a variable-rate asset,  liability,
or  forecasted transaction, changes in the fair value of the derivative
instrument are reported in other comprehensive income.  The  gains  and
losses  on  the  derivative  instrument  that  are  reported  in  other
comprehensive  income are reclassified as earnings in  the  periods  in
which earnings are impacted by the variability of the cash flows of the
hedged item.  The ineffective portions of all hedges are recognized  in
current-period earnings.

     Contracts  for  commodities that will be delivered  in  quantities
expected  to  be  used  or  sold in the ordinary  course  of  business,
including  certain  purchases and sales of  power  and  fuel,  are  not
classified as derivatives.  Revenues and expenses from these  contracts
are  reported on a gross basis in the appropriate revenue  and  expense
categories as the commodities are received or delivered.

       Effective   January  1,  2001,  Entergy  recorded  a  net-of-tax
cumulative-effect-type  adjustment  of  approximately   $18.0   million
reducing accumulated other comprehensive income to recognize,  at  fair
value,  all  derivative  instruments that are designated  as  cash-flow
hedging instruments, primarily interest rate swaps and foreign currency
forward   contracts   related  to  Entergy's  competitive   businesses.
Additional   information  concerning  Entergy's  interest  rate   swaps
outstanding  as  of December 31, 2001 is included  in  Note  7  to  the
financial  statements.  Effective October 1, 2001, Entergy recorded  an
additional net-of-tax cumulative-effect-type adjustment that  increased
net  income by approximately  $23.5 million.  This adjustment  resulted
from  the implementation of an interpretation of SFAS 133 that requires
fuel supply agreements with volumetric optionality to be classified  as
derivative  instruments.  The agreement that resulted in the adjustment
is in the energy commodity services segment.

Impairment of Long-Lived Assets

      Entergy periodically reviews long-lived assets held in all of its
business  segments whenever events or changes in circumstances indicate
that  recoverability  of  these assets is  uncertain.   Generally,  the
determination of recoverability is based on the net cash flows expected
to  result  from such operations and assets.  Projected net cash  flows
depend  on  the future operating costs associated with the assets,  the
efficiency and availability of the assets and generating units, and the
future  market  and  price for energy over the remaining  life  of  the
assets.

     Assets regulated under traditional cost-of-service ratemaking, and
thereby  subject to SFAS 71 accounting, are generally  not  subject  to
impairment  because this form of regulation assures  that  all  allowed
costs are subject to recovery.  However, certain deregulated assets and
other   operations   of   the  domestic  utility   companies   totaling
approximately $1.2 billion (pre-tax) could be affected in  the  future.
Those assets include Entergy Arkansas' and Entergy Louisiana's retained
shares  of  Grand  Gulf  1, Entergy Gulf States' Louisiana  deregulated
asset  plan, the Texas jurisdictional abeyed portion of the River  Bend
plant  and  the  portion  of  River Bend transferred  from  Cajun,  and
wholesale    operations.    Additionally,   as   noted    above,    the
discontinuation  of  SFAS  71  regulatory accounting  principles  would
require that Entergy review the affected assets for impairment.

Regulatory Assets

      The  domestic utility companies and System Energy are subject  to
the provisions of SFAS 71, "Accounting for the Effects of Certain Types
of  Regulation."  Regulatory assets represent probable future  revenues
associated  with certain costs that are expected to be  recovered  from
customers  through  the  ratemaking  process.   In  addition   to   the
regulatory  assets that are specifically disclosed on the face  of  the
balance  sheets,  the tables below provide detail of "Other  regulatory
assets" included on the balance sheets of Entergy, the domestic utility
companies,  and  System Energy as of December 31,  2001  and  2000  (in
millions).
<TABLE>
<CAPTION>

                2001                             Entergy   Entergy   Entergy    Entergy    Entergy   System
                                       Entergy  Arkansas    Gulf    Louisiana Mississippi    New     Energy
                                                           States                          Orleans
<S>                                       <C>       <C>        <C>       <C>           <C>       <C>     <C>
DOE Fees (Note 9)                         $47.5     $24.6      $4.3      $9.4          $-        $-      $9.2
Provisions for storm damages (Note 2)     214.0     178.7       8.7      26.6           -         -         -
Imputed capacity charges (Note 2)         41.7          -      14.8      26.9           -         -         -
Postretirement benefits                    26.3      26.3         -         -           -         -         -
Depreciation re-direct (Note 1)            79.1         -      79.1         -           -         -         -
River Bend AFUDC (Note 1)                  43.2         -      43.2         -           -         -         -
Spindletop gas storage lease               32.2         -      32.2         -           -         -         -
1994 FERC Settlement (Note 2)              20.2         -         -         -           -         -      20.2
Sale-leaseback deferral (Note 10)         128.3         -         -         -           -         -     128.3
Other                                      74.9      30.9      19.0      10.9        13.5      10.8       0.2
                                        ---------------------------------------------------------------------
   Total                                 $707.4    $260.5    $201.3     $73.8       $13.5     $10.8    $157.9
                                        =====================================================================
</TABLE>
<TABLE>
<CAPTION>

                2000                             Entergy   Entergy    Entergy     Entergy    Entergy   System
                                       Entergy  Arkansas    Gulf     Louisiana  Mississippi    New     Energy
                                                           States                            Orleans
<S>                                       <C>       <C>        <C>        <C>            <C>       <C>    <C>
DOE Fees (Note 9)                         $53.9     $27.9      $4.9       $10.6          $-        $-     $10.5
Provisions for storm damages (Note 2)     117.8      80.3       5.7        27.0         4.8         -         -
Deferred System Energy rate increase      221.1      54.9         -           -       129.0      37.2         -
(Note 2)
Postretirement benefits                    28.7      28.7         -           -           -         -         -
Depreciation re-direct (Note 1)            72.4         -      72.4           -           -         -         -
River Bend AFUDC (Note 1)                  45.1         -      45.1           -           -         -         -
Spindletop gas storage lease               30.2         -      30.2           -           -         -         -
1994 FERC Settlement (Note 2)              28.3         -         -           -           -         -      28.3
Sale-leaseback deferral (Note 10)         135.7         -         -           -           -         -     135.7
Other                                      59.3      30.0      11.1        13.3         6.9       7.5         -
                                         ----------------------------------------------------------------------
   Total                                 $792.5    $221.8    $169.4       $50.9      $140.7     $44.7    $174.5
                                         ======================================================================
</TABLE>
River Bend AFUDC

     The   River   Bend  AFUDC  gross-up  represents  the   incremental
difference  imputed by the LPSC between the AFUDC actually recorded  by
Gulf States Utilities on a net-of-tax basis during the construction  of
River Bend and what the AFUDC would have been on a pre-tax basis.   The
imputed  amount was only calculated on that portion of River Bend  that
the LPSC allowed in rate base and is being amortized over the estimated
remaining economic life of River Bend.

Transition to Competition Liabilities

      In  conjunction  with  electric  utility  industry  restructuring
activity  in Arkansas and Texas, regulatory mechanisms were established
to  mitigate  potential stranded costs.  These mechanisms  include  the
transition cost account at Entergy Arkansas, which is discussed further
in Note 2 to the financial statements.  Also included is a provision in
the  Texas  restructuring  legislation  that  allows  depreciation   on
transmission  and distribution assets to be directed toward  generation
assets.   The liabilities recorded as a result of these mechanisms  are
classified as "transition to competition" deferred credits.

Reacquired Debt

      The  premiums and costs associated with reacquired  debt  of  the
domestic  utility  companies  and System Energy  (except  that  portion
allocable  to  the deregulated operations of Entergy Gulf  States)  are
being  amortized  over  the  life  of the  related  new  issuances,  in
accordance with ratemaking treatment.

Entergy Gulf States' Deregulated Operations

    Entergy Gulf States does not apply regulatory accounting principles
to  its wholesale jurisdiction, Louisiana retail deregulated portion of
River Bend, and the 30% interest in River Bend formerly owned by Cajun.
The  Louisiana  retail deregulated portion of River  Bend  is  operated
under  a  deregulated asset plan representing a portion  (approximately
24%)  of  River  Bend plant costs, generation, revenues,  and  expenses
established  under  a  1992 LPSC order.  The plan allows  Entergy  Gulf
States to sell the electricity from the deregulated assets to Louisiana
retail  customers at 4.6 cents per KWH or off-system at higher  prices,
with certain provisions for sharing such incremental revenue above  4.6
cents per KWH between ratepayers and shareholders.

    The results of these deregulated operations before interest charges
for  the  years ended December 31, 2001, 2000, and 1999 are as  follows
(in thousands):


                                                     2001      2000       1999

Operating revenues                                $238,590  $200,023   $166,509
Operating expenses
        Fuel, operation, and maintenance           136,043   141,822    126,917
        Depreciation                                35,508    36,158     35,141
                                                  --------  --------   --------
Total operating expense                            171,551   177,980    162,058
                                                  --------  --------   --------
Operating income                                    67,039    22,043      4,451
Income tax expense                                  25,549     8,278        628
                                                  --------  --------   --------
Net income from deregulated utility operations     $41,490   $13,765     $3,823
                                                  ========  ========   ========

     The net investment associated with these deregulated operations as
of  December 31, 2001 and 2000 was approximately $822 million and  $821
million, respectively.

Foreign Currency Translation

      All assets and liabilities of Entergy's foreign subsidiaries  are
translated into U.S. dollars at the exchange rate in effect at the  end
of  the  period.   Revenues  and expenses  are  translated  at  average
exchange rates prevailing during the period.  The resulting translation
adjustments  are  reflected  in a separate component  of  shareholders'
equity.  Current exchange rates are used for U.S. dollar disclosures of
future obligations denominated in foreign currencies.

New Accounting Pronouncements

     In mid-2001, the FASB issued the following pronouncements:

     o    SFAS 141, "Business Combinations";
     o    SFAS 142, "Goodwill and Other Intangible Assets";
     o    SFAS 143, "Accounting for Asset Retirement Obligations"; and
     o    SFAS 144, "Accounting for the Impairment or Disposal of Long-lived
       Assets".

     SFAS  141,  which  is  effective  for  all  business  combinations
initiated  after  June  30,  2001, eliminates the  pooling-of-interests
method  of accounting for business combinations and requires  that  all
business  combinations be accounted for using the  purchase  accounting
method.    SFAS  141  also  requires  the  recording  of  all  acquired
intangible  assets that either arise from contractual or legal  rights,
or  that are separable from the acquired entity.  The implementation of
SFAS  141  on  July  1,  2001  had  no impact  on  Entergy's  financial
statements.

     SFAS  142,  which Entergy implemented effective January  1,  2002,
eliminates   the  amortization  of  goodwill  arising   from   business
combinations.   Instead,  goodwill  will  be  subject  to  a   periodic
impairment  test  at  the  "reporting  unit"  level.   SFAS  142   also
eliminates  the  arbitrary 40-year cap on useful  lives  of  intangible
assets,   and  acknowledges  that  some  intangible  assets  may   have
indefinite  useful lives.  The implementation of SFAS 142 will  require
Entergy  to  cease the amortization of the remaining plant  acquisition
adjustment recorded in conjunction with its acquisition of Entergy Gulf
States; this will increase Entergy's annual net income by approximately
$16.3  million.  Entergy will also perform an impairment  test  on  the
remaining  acquisition adjustment.  As SFAS 142  allows,  Entergy  will
complete  this impairment test in the second quarter of 2002.   Entergy
does  not believe an impairment will result from this test when  it  is
completed.

     SFAS  143, which must be implemented by January 1, 2003,  requires
the  recording of liabilities for all legal obligations associated with
the  retirement  of  long-lived assets  that  result  from  the  normal
operation of those assets.  These liabilities will be recorded at their
fair values (which are likely to be the present values of the estimated
future cash outflows) in the period in which they are incurred, with an
accompanying  addition  to the recorded cost of the  long-lived  asset.
The  asset  retirement obligation will be accreted each year through  a
charge  to expense, to reflect the time value of money for this present
value  obligation.  The amounts added to the carrying  amounts  of  the
long-lived  assets  will be depreciated over the useful  lives  of  the
assets.   Entergy  expects  that the net effect  of  implementing  this
standard  for  Entergy's regulated utilities  will  be  recorded  as  a
regulatory  asset or liability, with no resulting impact  on  Entergy's
net  income.   Upon  adoption,  the net effects  of  implementing  this
standard, to the extent that they are not recorded as regulatory assets
or  liabilities,  will  be  recognized  as  cumulative  effects  of  an
accounting change in Entergy's income statement.  Entergy has  not  yet
completed its assessment of the likely overall impact of this  standard
on  its  financial  statements, but anticipates  that  its  assets  and
liabilities will increase upon implementation.

     SFAS  144,  which Entergy implemented effective January  1,  2002,
promulgates standards for measuring and recording impairments of  long-
lived assets.  Additionally, this standard establishes requirements for
classifying an asset as held for sale, and changes existing  accounting
and  reporting standards for discontinued operations and  exchanges  of
long-lived assets.  Entergy does not expect the implementation of  this
standard  to have a significant effect on Entergy's financial  position
or results of operations.


NOTE 2.   RATE AND REGULATORY MATTERS

Electric Industry Restructuring and the Continued Application  of  SFAS
71

      Although Arkansas and Texas have enacted retail open access laws,
retail  open  access  proceedings in Arkansas are currently  suspended.
Retail  open access in Entergy Gulf States' service territory in  Texas
has been delayed.  Entergy also believes that significant issues remain
to  be  addressed  by Texas regulators, and the enacted  law  does  not
provide sufficient detail to reasonably determine the impact on Entergy
Gulf  States'  regulated  operations.  Entergy therefore  continues  to
apply regulatory accounting principles to the retail operations of  all
of  the  domestic  utility companies.  Following is a  summary  of  the
status  of retail open access in the domestic utility companies' retail
service territories.

Arkansas

(Entergy Corporation and Entergy Arkansas)

      Under  current Arkansas legislation, the target date  for  retail
open  access has been delayed until no sooner than October 1, 2003  and
no  later than October 1, 2005.  In December 2001, the APSC recommended
to the Arkansas General Assembly that legislation be enacted during the
2003  legislative session to either repeal the legislation  authorizing
retail  open access or further delay retail open access until at  least
2010.   Entergy  Arkansas supports the proposal for  further  delay  of
retail  open  access but opposes repeal of deregulation legislation  as
premature at this time.  Based on the anticipated delay in retail  open
access,  Entergy  Arkansas withdrew its notice  of  intent  to  recover
stranded costs in December 2001.

Texas

(Entergy Corporation and Entergy Gulf States)

      Retail  open  access legislation is in place in  Texas,  but  the
implementation of retail open access in Entergy Gulf States'  territory
is  delayed  until  at  least September 15, 2002.  Several  proceedings
necessary  to implement retail open access are still pending, including
proceedings  to  set the price-to-beat rates that will  be  charged  by
Entergy's  retail electric service provider, to implement Entergy  Gulf
States'  business  separation plan,  and to form an RTO  that  includes
Entergy's service area.  In addition, the LPSC has not approved for the
Louisiana  jurisdictional operations the transfer of generation  assets
to,  or  a  power  purchase agreement with, Entergy's Texas  generation
company.  Therefore, neither the necessary regulatory actions  nor  the
reasonable  determinability of the effect of deregulation has  occurred
for  Entergy  Gulf States to discontinue the application of  regulatory
accounting principles to its Texas generation operations.

Louisiana

(Entergy Corporation, Entergy Gulf States, and Entergy Louisiana)

      In  March  1999, the LPSC deferred making a decision  on  whether
competition in the electric utility industry is in the public interest.
However,  the  LPSC directed the LPSC staff, outside  consultants,  and
counsel  to  work  together to analyze and resolve  issues  related  to
competition and to recommend a plan for consideration by the LPSC.   In
July  2001, the LPSC staff submitted a final response to the LPSC.   In
its  report the LPSC staff concluded that retail competition is not  in
the public interest at this time for any customer class.  Nevertheless,
the  LPSC  staff recommended that retail open access be made  available
for  certain large industrial customers as early as January  2003.   An
eligible  customer choosing to go to competition would be  required  to
provide  its utility with a minimum of six months notice prior  to  the
date  of  retail  open access.  The LPSC staff report also  recommended
that  all customers who do not currently co- or self-generate, or  have
co-  or self-generation under construction as of a date to be specified
by  the  LPSC, remain liable for their share of stranded costs.  During
its  October 2001 meeting, the LPSC adopted dates by which a  total  of
800  MW  of  co-  or  self-generation could be developed  in  Louisiana
without  being  affected by stranded costs.  During its  November  2001
meeting,  the LPSC decided not to adopt a plan for retail  open  access
for  any  customers  at  this  time, but to  have  collaborative  group
meetings concerning open access from time to time, and to have the LPSC
staff  monitor developments in neighboring states and to report to  the
LPSC  regarding  the  progress of retail access developments  in  those
states.

Mississippi

(Entergy Corporation and Entergy Mississippi)

     In  May  2000, after two years of studies and hearings,  the  MPSC
announced that it was suspending its docket studying the opening of the
state's retail electricity markets to competition.  The MPSC based  its
decision on its finding that competition could raise the electric rates
paid  by residential and small commercial customers. The final decision
regarding  the introduction of retail competition ultimately lies  with
the  Mississippi  Legislature, which is holding its 2002  session  from
January  through  March.   Management  cannot  predict  when,  or   if,
Mississippi will deregulate its retail electricity market.

New Orleans

(Entergy Corporation and Entergy New Orleans)

     Entergy  New  Orleans filed an electric transition to  competition
plan  in September 1997.  This plan is similar to plans that were filed
by  the  other domestic utility companies.  No procedural schedule  has
been established for consideration of that plan by the Council.

Retail Rate Proceedings

Filings with the APSC  (Entergy Corporation and Entergy Arkansas)

March 2002 Settlement Agreement

      In March 2002, Entergy Arkansas, the APSC staff, and the Arkansas
Attorney  General  submitted a settlement agreement  to  the  APSC  for
approval.  The agreement resolves issues discussed below under  "Retail
Rates,"  "Transition Cost Account," and "December 2000 Ice  Storm  Cost
Recovery."   A hearing  before the  APSC  to consider the settlement is
scheduled  for  April 11, 2002.   No  assurance  can be given as to the
timing or outcome of the proceedings before the APSC.

Retail Rates

     Entergy Arkansas is operating under the terms of a 1997 settlement
agreement  approved  by the APSC that currently  provides  for  a  rate
freeze.  As discussed in "December 2000 Ice Storm Cost Recovery" below,
Entergy  Arkansas  was scheduled to file a general rate  proceeding  in
February  2002, in which Entergy Arkansas would have sought an increase
in  rates.  The  March 2002 settlement agreement states, however,  that
Entergy Arkansas will not file an application seeking to increase  base
rates prior to January 2003.

Transition Cost Account

     The  1997  settlement also provides for the collection of earnings
in excess of an 11% return on equity in a transition cost account (TCA)
to  offset stranded costs if retail open access were implemented.  Upon
recommendation from the APSC, Entergy Arkansas' 2001 operating  expense
reflects  an  adjustment for 2000 TCA accruals of $18.9 million  ($11.6
million  after  tax).  Entergy Arkansas filed for a  rehearing  of  the
APSC's  review  of 2000 earnings.  The March 2002 settlement  agreement
would  resolve  this matter, and issues related to the  1998  and  1999
earnings reviews, resulting in immaterial adjustments to the  TCA.   In
2001,  Entergy Arkansas also recorded $7.9 million ($4.9 million  after
tax)  for 2001 TCA accruals and interest expense of $6.0 million  ($3.7
million  after  tax).   As of December 31, 2001,  the  transition  cost
account  balance was $152.4 million.  In light of the delay  in  retail
open  access, Entergy Arkansas filed a proposal in December  2001  with
the  APSC  that the balance in the transition cost account be  used  to
offset  a  large  portion  of  the December  2000  ice  storm  expenses
discussed below.  Entergy Arkansas' withdrawal of its notice of  intent
to recover stranded costs will end the transition cost account earnings
review process after the 2001 earnings review is complete.

December 2000 Ice Storm Cost Recovery

     In  mid-  and  late December 2000, two separate  ice  storms  left
226,000  and 212,500 Entergy Arkansas customers, respectively,  without
electric  power in its service area.  The storms were the  most  severe
natural  disasters ever to affect Entergy Arkansas, causing  damage  to
transmission and distribution lines, equipment, poles, and  facilities.
Entergy  Arkansas  filed  a  proposal to recover  costs  plus  carrying
charges associated with power restoration caused by the ice storms.  In
an  order  issued  in June 2001, the APSC decided  not  to  give  final
approval to Entergy's proposed storm cost recovery rider outside  of  a
fully developed cost-of-service study in a general rate proceeding. The
APSC  action  resulted in the deferral in 2001 of  storm  damage  costs
expensed   in   2000  as  reflected  in  Entergy  Arkansas'   financial
statements.

     Entergy Arkansas filed its final storm damage cost determination,
which  reflects costs of approximately $195 million.  The filing asked
for  recovery  of  approximately $170 million  through  a  rider  over
approximately  a  six and one-half year period. The remainder  of  the
costs is primarily capital expenditures that would be included in rate
base  in  the  general  rate proceeding.  In  December  2001,  Entergy
Arkansas filed a proposal with the APSC to reduce the ice storm  costs
with the balance in the transition cost account.

     In the March 2002 settlement, the parties agree that $159 million
of  the  ice storm costs would be classified as incremental ice  storm
expenses  that  can be offset against the TCA, and any excess  of  ice
storm costs over the amount available in the TCA will be deferred  for
recovery  over 30 years.  The actual amount available in the TCA  will
not  be  known  until the 2001 earnings review is  complete.   Of  the
remaining  ice  storm costs, $32.2 million will be  addressed  through
established ratemaking procedures, including $22.2 million  classified
as capital additions.  $3.8 million of the ice storm costs will not be
recovered through rates.

Grand Gulf Accelerated Recovery Tariff

      In  April 1998, FERC approved the Grand Gulf Accelerated Recovery
Tariff  (GGART).  The GGART was designed to allow Entergy  Arkansas  to
pay  down  a  portion of its Grand Gulf purchased power  obligation  in
advance  of the implementation of retail open access in Arkansas.   The
GGART  provided for the acceleration of $165 million of this obligation
over  the period January 1, 1999 through June 30, 2004.  In April 2001,
FERC approved Entergy Arkansas' filing that requested cessation of  the
GGART  effective  July  1,  2001.  Entergy  Arkansas  made  the  filing
pursuant to the terms of a December 2000 settlement agreement with  the
APSC.

Fuel Cost Recovery

     In  March  2001, Entergy Arkansas filed its annually  redetermined
energy  cost  rate  with the APSC in accordance with  the  energy  cost
recovery rider formula and special circumstances agreement, including a
new  energy  allocation factor.  The filing reflected that an  increase
was  warranted due to an increase in fuel and purchased power costs  in
2000  and  the  accumulated under-recovery of 2000 energy  costs.   The
increased energy cost rate is effective April 2001 through March 2002.

Decommissioning Cost Recovery

     The APSC ordered Entergy Arkansas to cease collection of funds  to
decommission  ANO 1 and 2 for the calendar year 2001, and approved  the
continued cessation of collection of funds during 2002.  The APSC based
its  decision on the anticipated approval of Entergy's application with
the  NRC to extend the license of ANO 1 by 20 years, and the conclusion
that  the funds previously collected will be sufficient to decommission
the  units.   This decision will be reviewed annually and reflected  in
Entergy  Arkansas' filing of its annual determination  of  the  nuclear
decommissioning rate rider.

Filings with the PUCT and Texas Cities

Rate Proceedings  (Entergy Corporation and Entergy Gulf States)

     In  June  1999,  the  PUCT  approved a settlement  agreement  that
Entergy  Gulf  States  entered into in February 1999.   The  settlement
agreement  resolved Entergy Gulf States' 1996 and 1998 rate proceedings
and  all  of  the  settling parties' pending appeals in other  matters,
except for the appeal in the River Bend abeyed cost recovery proceeding
discussed  below.  The Office of Public Utility Counsel, an  intervenor
in  the proceeding, has appealed certain aspects of this settlement  to
Travis  County District Court.  Entergy Gulf States cannot predict  the
outcome of the appeal.

     The settlement agreement provides for the following:

     o    an annual $4.2 million base rate reduction, effective March 1,
       1999,  which is in addition to the annual $69 million base  rate
       reduction (net of River Bend accounting order deferrals) in the PUCT's
       second order on rehearing in October 1998;
     o    a methodology for semi-annual revisions of the fixed fuel factor
       through December 2001 based on the market price of natural gas, which
       has been extended until the start of retail open access;
     o    a base rate freeze through June 1, 2000.  The Texas restructuring
       law extends the base rate freeze through December 2001.  The freeze is
       still in effect in 2002 pursuant to the settlement that delayed the
       start of retail open access in Entergy Gulf States' service territory;
     o     amortization  of  the remaining River Bend accounting  order
       deferrals as of January 1, 1999, over three years on a straight-line
       basis, and the accounting order deferrals will not be recognized in any
       subsequent base rate case or stranded cost calculation;
     o     the dismissal of all pending appeals of the settling parties
       relating to Entergy Gulf States' proceedings with the PUCT, except the
       River Bend abeyed plant costs appeal discussed below; and
     o    the potential recovery in the River Bend abeyed plant costs appeal
       is limited to $115 million net plant in service as of January 1, 2002,
       less depreciation over the remaining life of the plant beginning
       January 1, 2002 through the date the plant costs are included in rate
       base (see "Recovery of River Bend Costs" in this note for further
       discussion).

      As  a  result of the settlement agreement, in June 1999,  Entergy
Gulf  States removed the $93.9 million provision recorded in  1998  for
the  amortization of River Bend accounting order deferrals  to  reflect
the  three-year  amortization schedule detailed in the agreement.   The
income impact of this removal was largely offset by an increase in  the
rate of amortization of the accounting order deferrals.

Recovery  of  River Bend Costs  (Entergy Corporation and  Entergy  Gulf
States)

      In  March  1998, the PUCT disallowed recovery of $1.4 billion  of
company-wide  abeyed River Bend plant costs which  have  been  held  in
abeyance  since 1988.  Entergy Gulf States appealed the PUCT's decision
on  this matter to the Travis County District Court in Texas.  In  June
1999,  subsequent to the settlement agreement discussed above,  Entergy
Gulf  States  removed the reserve for River Bend plant  costs  held  in
abeyance  and  reduced  the value of the plant asset.   The  settlement
agreement limits potential recovery of the remaining plant asset,  less
depreciation, to $115 million as of January 1, 2002.  In  a  settlement
in  its transition to competition proceedings, and consistent with  the
June  1999 settlement, Entergy Gulf States agreed not to prosecute  its
appeal  until January 1, 2002.  Entergy Gulf States is now  prosecuting
its  appeal, and the argument on the appeal is scheduled for March  22,
2002.   Entergy Gulf States also agreed that it will not seek  recovery
of  the  abeyed  plant  costs through any additional  charge  to  Texas
ratepayers.   The  financial  statement  impact  of  the  retail   rate
settlement  agreement on the abeyed plant costs will ultimately  depend
on  several factors, including the possible discontinuance of  SFAS  71
accounting   treatment   to   the  Texas   generation   business,   the
determination of the market value of generation assets, and any  future
legislation  in  Texas addressing the pass-through or  sharing  of  any
stranded  benefits with Texas ratepayers.  No assurance  can  be  given
that  additional  reserves or write-offs will not be  required  in  the
future.

PUCT Fuel Cost Review  (Entergy Corporation and Entergy Gulf States)

     As  determined  in the June 1999 retail rate settlement  agreement
discussed  above,  Entergy  Gulf  States  adopted  a  methodology   for
calculating its fixed fuel factor based on the market price of  natural
gas.   This  calculation  and  any necessary  adjustments  occur  semi-
annually.   The settlement that delayed implementation of  retail  open
access  in  Texas  for Entergy Gulf States provides that  Entergy  Gulf
States  will  continue the use of this methodology  until  retail  open
access begins.  The amounts collected under Entergy Gulf States'  fixed
fuel factor until the date retail open access commences are subject  to
fuel reconciliation proceedings before the PUCT.

     In  September 1998, Entergy Gulf States filed an application  with
the  PUCT  for an increase in its fixed fuel factor and for a surcharge
to Texas retail customers for the cumulative under-recovery of fuel and
purchased  power  costs.   The PUCT issued an order  in  December  1998
approving  the  implementation of a revised fuel factor  and  fuel  and
purchased  power  surcharge that would result  in  recovery  of  $112.1
million of under-recovered fuel costs, inclusive of interest, over a 24-
month  period.   These increases were implemented in the first  billing
cycle in February 1999.  North Star Steel Texas, Inc. has appealed  the
PUCT's  order  to  the  State District Court in Travis  County,  Texas.
Entergy Gulf States cannot predict the outcome of this appeal.

     Entergy Gulf States filed a fuel reconciliation case in July  1999
reconciling  approximately $731 million (after excluding  approximately
$14  million  related  to Cajun issues to be handled  in  a  subsequent
proceeding) of fuel and purchased power costs incurred from  July  1996
through February 1999.  In February 2000, Entergy Gulf States reached a
settlement  with  all  but one of the parties to the  proceeding.   The
settlement  reduced  Entergy Gulf States' requested  surcharge  in  the
reconciliation  filing from $14.7 million to $2.2  million.   In  April
2000, the PUCT approved this settlement allowing Entergy Gulf States to
recover  the  $2.2  million surcharge beginning  with  the  April  2000
billing cycle and continuing until January 2001.

     In  January  2001, Entergy Gulf States filed a fuel reconciliation
case  covering the period from March 1999 through August 2000.  Entergy
Gulf  States  is  reconciling approximately $583 million  of  fuel  and
purchased  power  costs.  As part of this filing, Entergy  Gulf  States
requested a surcharge to collect $28 million, plus interest, of  under-
recovered  fuel  and purchased power costs.  A hearing  on  the  merits
concluded in August 2001 and the ALJ has recommended that the surcharge
be reduced to $7 million.  The PUCT considered the ALJ's recommendation
in  February  2002,  but  did  not reach a  final  decision.  The  PUCT
recommended  certain  issues  for further consideration  by  the  State
Office of Administrative Hearings.  No assurance can be given as to the
outcome of this proceeding.

     In  November  2001, Entergy Gulf States filed an application  with
the  PUCT requesting an interim surcharge to collect $71 million,  plus
interest, of under-recovered fuel and purchased power expenses incurred
from  September 2000 through September 2001.  Entergy Gulf States  made
the  application  pursuant  to  one of  the  terms  of  the  settlement
agreement  that delayed implementation of retail open access  in  Texas
for Entergy Gulf States.  In February 2002, Entergy Gulf States revised
its request to collect $40.9 million, plus interest, of under-recovered
fuel  and purchased power expenses incurred from September 2000 through
January 2002.  Entergy Gulf States requests that the surcharge begin in
March  2002  and  extend through August 2002.  The ALJ has  recommended
that  the PUCT approve Entergy Gulf States' request.  No assurance  can
be given as to the outcome of this request before the PUCT.

Filings with the LPSC

Annual Earnings Reviews  (Entergy Corporation and Entergy Gulf States)

     In  June 2000, the LPSC approved a settlement between Entergy Gulf
States  and  the LPSC staff to refund $83 million, including  interest,
resolving refund issues in Entergy Gulf States' second, third,  fourth,
and fifth post-merger earnings reviews filed with the LPSC in May 1995,
1996,  1997, and 1998, respectively.  The refund was made over a three-
month period beginning July 2000.  Although refund issues in the third,
fourth,  and  fifth post-merger earnings reviews were resolved  by  the
June  2000  settlement, certain prospective issues remained in  dispute
following  the settlement.  The fourth earnings review is currently  on
appeal at the Nineteenth Judicial District Court.  A decision from  the
LPSC in the fifth earnings review is expected in the second quarter  of
2002.

      In June 2001, the LPSC approved a settlement between Entergy Gulf
States  and the LPSC staff to refund $25.9 million, including interest,
resolving issues in Entergy Gulf States' third, sixth, and seventh post-
merger  earnings  reviews filed with the LPSC in May  1996,  1999,  and
2000,  respectively.   The refund was made over  a  three-month  period
beginning July 2001.  The settlement resolved the prospective return on
common  equity issue on remand from the Louisiana Supreme Court in  the
third  earnings  review.   Refund issues from  the  sixth  and  seventh
earnings  reviews  were  also  resolved; however,  certain  prospective
issues  remain in dispute.  The LPSC approved an 11.1% return on common
equity  through  June 2003, which Entergy Gulf States  was  allowed  to
include in its eighth post-merger earnings analysis discussed below.

      In  May 2001, Entergy Gulf States filed its eighth required post-
merger  earnings  analysis with the LPSC.  This filing  is  subject  to
review  by  the LPSC and may result in a change in rates.  In  February
2002, the LPSC staff filed testimony recommending a $16.4 million  rate
refund and a $39.8 million prospective rate reduction.  The prospective
reduction  includes a recommended reduction in return  on  equity  that
would not take effect until June 2003.  A procedural schedule has  been
established by the LPSC and a hearing is scheduled for April 2002.

Formula Rate Plan Filings (Entergy Corporation and Entergy Louisiana)

     In May 1997, Entergy Louisiana made its second annual performance-
based  formula rate plan filing with the LPSC for the 1996  test  year.
This  filing resulted in a total rate reduction of approximately  $54.5
million,  which was implemented in July 1997.  At the same time,  rates
were  reduced  by an additional $0.7 million and by an additional  $2.9
million  effective March 1998.  Upon completion of the hearing  process
in December 1998, the LPSC issued an order requiring an additional rate
reduction  and  refund,  although  the  resulting  amounts   were   not
quantified.  Entergy Louisiana has appealed this order and  obtained  a
preliminary injunction pending a final decision on appeal.  This appeal
is pending before the Louisiana Supreme Court.

      In  April  1999,  Entergy Louisiana submitted its  fourth  annual
performance-based formula rate plan filing for the 1998 test  year.   A
rate  reduction  of $15.0 million was implemented effective  August  1,
1999.   In  May  2000,  the LPSC ordered a $6.4 million  refund.   This
refund was made in July 2000.

      In  May  2000,  Entergy  Louisiana  submitted  its  fifth  annual
performance-based formula rate plan filing for the 1999 test year.   As
a  result of this filing, Entergy Louisiana implemented a $24.8 million
base  rate  reduction  in  August 2000.  In September  2001,  the  LPSC
approved a settlement in which Entergy Louisiana agreed to increase  to
$28.2  million  the total base rate reduction, effective  August  2000.
The settlement resolves all issues in the proceeding except for Entergy
Louisiana's  claim  for  an increase in its allowed  return  on  common
equity  from  10.5%  to 11.6%.  A procedural schedule  to  address  the
return  on common equity issue has been established and a hearing  will
be held in March 2002.

     In  April  2001,  Entergy  Louisiana submitted  its  sixth  annual
performance-based  formula rate plan filing, which  used  a  2000  test
year.   The  filing  indicated that an immaterial base  rate  reduction
might be appropriate.  This filing is subject to review by the LPSC.  A
procedural schedule has been established and a hearing is scheduled  in
the second quarter of 2002.

Fuel  Adjustment  Clause Litigation  (Entergy Corporation  and  Entergy
Louisiana)

      In  May  1998,  a  group of ratepayers filed a complaint  against
Entergy  Corporation,  Entergy Power, and Entergy  Louisiana  in  state
court  in Orleans Parish purportedly on behalf of all Entergy Louisiana
ratepayers.  The plaintiffs sought treble damages for alleged  injuries
arising  from  alleged  violations by  the  defendants  of  Louisiana's
antitrust  laws in connection with the costs included in  fuel  filings
with  the  LPSC  and  passed  through to ratepayers.   Plaintiffs  also
requested  that  the  LPSC  initiate a review  of  Entergy  Louisiana's
monthly  fuel  adjustment  charge  filings  and  force  restitution  to
ratepayers  of  all  costs that the plaintiffs allege  were  improperly
included in those fuel adjustment filings.
     Entergy Louisiana agreed to settle both of these proceedings.  The
LPSC  approved  the settlement agreement following a  fairness  hearing
before  an  ALJ  in  November  2000.  The  state  court  certified  the
plaintiff class and approved the settlement after a fairness hearing in
April  2001.   Under  the  terms of the settlement  agreement,  Entergy
Louisiana  agreed to refund to customers approximately $72  million  to
resolve  all  claims arising out of or relating to Entergy  Louisiana's
fuel  adjustment  clause filings from January 1, 1975 through  December
31,  1999, except with respect to purchased power and associated  costs
included  in  the fuel adjustment clause filings for the period  May  1
through  September  30,  1999.  Entergy Louisiana  previously  recorded
provisions  for  the refund, which Entergy Louisiana made  through  the
fuel  adjustment  clause over a three-month period  beginning  in  July
2001.

      Also  under  the  terms  of  the  settlement,  Entergy  Louisiana
consented  to future fuel cost recovery under a long-term gas  contract
based  on  a  formula that will likely result in an  under-recovery  of
actual  costs  for  the remainder of the contract's  term,  which  runs
through  2013.  The future under-recovery cannot be precisely estimated
because it will depend upon factors that are not certain, such  as  the
price  of  gas  and  the amount of gas purchased  under  the  long-term
contract.  In recent years, Entergy Louisiana has made purchases  under
that contract totaling from $91 million to $121 million annually.   Had
the  settlement  terms  been applicable to such purchases,  the  under-
recoveries would have ranged from $4 million to $9 million per year.

Filings with the MPSC

Formula   Rate   Plan   Filings   (Entergy  Corporation   and   Entergy
Mississippi)

      In   March   2001,  Entergy  Mississippi  submitted  its   annual
performance-based formula rate plan filing for the 2000 test year.  The
submittal  indicated that a $6.7 million rate increase was  appropriate
under the formula rate plan.  In April 2001, the MPSC staff and Entergy
Mississippi entered into a stipulation that provides for an increase of
$5.6  million,  which was approved by the MPSC and  was  effective  May
2001.

     In   March   1999,  Entergy  Mississippi  submitted   its   annual
performance-based formula rate plan filing for the 1998 test year.   In
April  1999,  the MPSC approved a prospective rate reduction  of  $13.3
million, effective May 1999.  In June 1999, Entergy Mississippi revised
its March 1999 filing to include a portion of refinanced long-term debt
not  included  in the original filing.  This revision  resulted  in  an
additional rate reduction of approximately $1.5 million, effective July
1999.

MPSC Fuel Cost Review  (Entergy Corporation and Entergy Mississippi)

      In  December  2000,  the  MPSC approved an  increase  in  Entergy
Mississippi's energy cost recovery rider to collect the under-recovered
fuel and purchased power costs incurred as of September 30, 2000.   The
recovery of $136.7 million, plus carrying charges, is occurring over  a
24-month  period  which began with the first billing cycle  of  January
2001.   As approved by the MPSC, Entergy Mississippi also began  making
quarterly  energy cost recovery filings beginning in  January  2001  to
reflect under-recovered fuel and purchased power costs from the  second
prior calendar quarter.

Grand Gulf Accelerated Recovery Tariff (GGART) (Entergy Corporation and
Entergy Mississippi)

       In   September  1998,  FERC  approved  the  GGART  for   Entergy
Mississippi's  allocable portion of Grand Gulf, which  was  filed  with
FERC  in  August  1998.   The GGART provides for  the  acceleration  of
Entergy  Mississippi's  Grand Gulf purchased  power  obligation  in  an
amount  totaling $221.3 million over the period October 1, 1998 through
June 30, 2004.

Filings with the Council

Rate Proceedings (Entergy Corporation and Entergy New Orleans)

      Entergy  New  Orleans operates currently under  the  terms  of  a
settlement  agreement approved by the Council in  November  1998.   The
settlement  agreement  required  base  rate  reductions  for   electric
customers  of  $7.1  million effective January 1,  1999,  $3.2  million
effective  October 1, 1999, $16.1 million effective  October  1,  2000,
and  no  base rate increases prior to October 1, 2001.  In  June  2001,
Entergy  New  Orleans filed with the Council for  changes  in  gas  and
electric  rates  based on a test year ending December  31,  2000.   The
filing indicated that an increase of $12.7 million in gas rates and  an
increase  of  $12.5  million in electric rates  might  be  appropriate.
Proceedings  on  Entergy New Orleans' filing have been  deferred  until
June 2002.  Entergy New Orleans' rate decrease that would have occurred
in  October 2001 upon completion of its Grand Gulf 1 phase-in plan  has
also  been  deferred.  As a result of the deferral of the  proceedings,
Entergy  New Orleans' rates will remain at their current level at  this
time.

Natural Gas  (Entergy Corporation and Entergy New Orleans)

     In  a  resolution  adopted  in August 2001,  the  Council  ordered
Entergy  New Orleans to account for $36 million of certain natural  gas
costs  charged to its gas distribution customers from July 1997 through
May  2001.  The resolution suggests that refunds may be due to the  gas
distribution   customers   if  Entergy  New  Orleans   cannot   account
satisfactorily for these costs.  Entergy New Orleans filed  a  response
to the Council in September 2001. Entergy New Orleans has documented  a
full reconciliation for the natural gas costs during that period.   The
ultimate outcome of the proceeding cannot be predicted at this time.

Fuel Adjustment Clause Litigation  (Entergy Corporation and Entergy New
Orleans)

      In  April  1999, a group of ratepayers filed a complaint  against
Entergy New Orleans, Entergy Corporation, Entergy Services, and Entergy
Power  in  state court in Orleans Parish purportedly on behalf  of  all
Entergy New Orleans ratepayers.  The plaintiffs seek treble damages for
alleged  injuries  arising from the defendants' alleged  violations  of
Louisiana's antitrust laws in connection with certain costs  passed  on
to  ratepayers in Entergy New Orleans' fuel adjustment filings with the
Council.   In  particular, plaintiffs allege that Entergy  New  Orleans
improperly  included certain costs in the calculation of  fuel  charges
and  that Entergy New Orleans imprudently purchased high-cost fuel from
other  Entergy affiliates.  Plaintiffs allege that Entergy New  Orleans
and  the  other  defendant Entergy companies conspired  to  make  these
purchases  to the detriment of Entergy New Orleans' ratepayers  and  to
the  benefit  of  Entergy's shareholders, in violation  of  Louisiana's
antitrust   laws.   Plaintiffs  also  seek  to  recover  interest   and
attorneys' fees.  Exceptions to the plaintiffs' allegations were  filed
by Entergy, asserting, among other things, that jurisdiction over these
issues  rests  with  the  Council  and  FERC.   If  necessary,  at  the
appropriate time, Entergy will also raise its defenses to the antitrust
claims.   At  present, the suit in state court is stayed by stipulation
of the parties.

      Plaintiffs also filed this complaint with the Council in order to
initiate a review by the Council of the plaintiffs' allegations and  to
force  restitution  to  ratepayers  of  all  costs  they  allege   were
improperly  and  imprudently included in the fuel  adjustment  filings.
Testimony  was filed on behalf of the plaintiffs in this proceeding  in
April  2000 and has been supplemented.  The testimony, as supplemented,
asserts,  among  other  things,  that Entergy  New  Orleans  and  other
defendants  have  engaged  in  fuel procurement  and  power  purchasing
practices  and  included costs in Entergy New Orleans' fuel  adjustment
that could have resulted in New Orleans customers being overcharged  by
more  than  $100  million over a period of years.  In  June  2001,  the
Council's advisors filed testimony on these issues in which they allege
that  Entergy New Orleans ratepayers may have been overcharged by  more
than  $32  million,  the vast majority of which  is  reflected  in  the
plaintiffs' claim.  However, it is not clear precisely what periods and
damages are being alleged in the proceeding.  Entergy intends to defend
this matter vigorously, both in court and before the Council.  Hearings
began  in February 2002.  The ultimate outcome of the lawsuit  and  the
Council proceeding cannot be predicted at this time.

Purchased  Power for Summer 2000, 2001, and 2002 (Entergy  Corporation,
Entergy  Arkansas,  Entergy  Gulf States,  Entergy  Louisiana,  Entergy
Mississippi, and Entergy New Orleans)

      The  domestic utility companies filed applications with the APSC,
the  LPSC,  the MPSC, and the Council to approve the sale of  power  by
Entergy  Gulf  States from its unregulated, undivided 30%  interest  in
River  Bend  formerly  owned  by Cajun to the  other  domestic  utility
companies during the summer of 2000.  These applications were  approved
subject  to  subsequent  prudence reviews.  In addition,  Entergy  Gulf
States  and  Entergy Louisiana filed an application with the  LPSC  for
authorization  to  purchase  capacity and  electric  power  from  third
parties for the summer of 2000, and filed a similar application for the
summer   of   2001.    The  LPSC  approved  these  applications,   with
reservations of its rights to review the prudence of the purchases  and
the  appropriate  categorization of the costs  as  either  capacity  or
energy  charges  for purposes of recovery.  A similar  application  was
filed  with  the LPSC on March 1, 2002 for the summer of 2002,  but  no
action yet has been taken by the LPSC on that filing.

      The  LPSC  reviewed  the 2000 purchases and  found  that  Entergy
Louisiana's and Entergy Gulf States' costs were prudently incurred, but
decided  that  approximately 34% of the costs should be categorized  as
capacity charges, and therefore should be recovered through base  rates
and not through the fuel adjustment clause.  In November 2000, the LPSC
ordered refunds of $11.1 million for Entergy Louisiana and $3.6 million
for  Entergy Gulf States, for which adequate provisions have been made.
In  May  2001, the LPSC determined that 24% of Entergy Louisiana's  and
Entergy Gulf States' costs relating to summer 2001 purchases should  be
categorized  as  capacity  charges,  and  is  still  reviewing  certain
prudence  issues related to the 2001 purchases.  Those costs  that  are
categorized  as  capacity  charges will be included  in  the  costs  of
service  used  to  determine the base rates of  Entergy  Louisiana  and
Entergy  Gulf  States.  In 2001, these companies recorded a  regulatory
asset  for  the capacity charges incurred in both 2000 and  2001.   The
capacity  charges  for 2000 are being amortized through  May  2002  for
Entergy  Gulf States and through July 2002 for Entergy Louisiana.   The
capacity charges for 2001 will be amortized over a twelve-month  period
beginning  in  June 2002 for Entergy Gulf States and  August  2002  for
Entergy Louisiana.

River  Bend  Cost  Deferrals   (Entergy Corporation  and  Entergy  Gulf
States)

      Entergy  Gulf  States was amortizing $182 million of  River  Bend
operating and purchased power costs, depreciation, and accrued carrying
charges over a 20-year period.  In accordance with the June 1999  Texas
settlement agreement discussed above, Entergy Gulf States reduced these
deferred  costs by $93.9 million, for which adequate reserves had  been
recorded.   Entergy  Gulf  States also  was  allowed  to  amortize  the
remainder of the accelerated balance as of January 1, 1999, over  three
years on a straight-line basis, which ended December 31, 2001.

Grand Gulf 1 Deferrals and Retained Shares

(Entergy Corporation and Entergy Arkansas)

      Under the settlement agreement entered into with the APSC in 1985
and  amended in 1988, Entergy Arkansas retains 22% of its 36% share  of
Grand  Gulf 1-related costs and recovers the remaining 78% of its share
in  rates.  In the event that Entergy Arkansas is not able to sell  its
retained share to third parties, it may sell such energy to its  retail
customers at a price equal to its avoided cost, which is currently less
than Entergy Arkansas' cost from its retained share.

(Entergy Corporation and Entergy Louisiana)

      In  a series of LPSC orders, court decisions, and agreements from
late  1985 to mid-1988, Entergy Louisiana was granted rate relief  with
respect  to costs associated with Entergy Louisiana's share of capacity
and  energy from Grand Gulf 1, subject to certain terms and conditions.
Entergy  Louisiana retains and does not recover from retail ratepayers,
18%  of  its 14% share of the costs of Grand Gulf 1 capacity and energy
and recovers the remaining 82% of its share in rates. Entergy Louisiana
is  allowed to recover through the fuel adjustment clause 4.6 cents per
KWH for the energy related to its retained portion of these costs.  Non-
fuel  operation  and maintenance costs for Grand Gulf 1  are  recovered
through   Entergy  Louisiana's  base  rates.   Alternatively,   Entergy
Louisiana  may  sell such energy to non-affiliated  parties  at  prices
above the fuel adjustment clause recovery amount, subject to the LPSC's
approval.

(Entergy Corporation and Entergy New Orleans)

     Under various rate settlements with the Council in 1986, 1988, and
1991,  Entergy  New  Orleans  agreed to absorb  and  not  recover  from
ratepayers a total of $96.2 million of its Grand Gulf 1 costs.  Entergy
New  Orleans  was  permitted  to implement  annual  rate  increases  in
decreasing  amounts each year through 1995, and to defer certain  costs
and  related carrying charges for recovery on a schedule extending from
1991 through 2001.  As of December 31, 2001, the entire deferred amount
has been recovered through rates.

System  Energy's  1995  Rate Proceeding  (Entergy Corporation,  Entergy
Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New  Orleans,
and System Energy)

     System Energy applied to FERC in May 1995 for a rate increase, and
implemented the increase in December 1995.  The request sought  changes
to  System  Energy's rate schedule, including increases in the  revenue
requirement  associated  with decommissioning costs,  the  depreciation
rate,  and  the  rate  of return on common equity.   The  request  also
included  a  proposed change in the accounting recognition  of  nuclear
refueling  outage costs from that of expensing those costs as  incurred
to  the  deferral and amortization method described in Note  1  to  the
financial statements.  After holding hearings in 1996, a FERC ALJ found
that  portions of System Energy's request should be rejected, including
a  proposed increase in return on common equity from 11% to 13%  and  a
requested  change  in  decommissioning  cost  methodology.    The   ALJ
recommended  a  decrease in the return on common  equity  from  11%  to
10.8%.   Other portions of System Energy's request for a rate  increase
were approved by the ALJ.

      After  a hearing, FERC issued an order in the proceeding in  July
2000.   FERC  affirmed the ALJ's adoption of a 10.8% return on  equity,
but modified the return to reflect changes in capital market conditions
since  the ALJ's decision.  FERC adjusted the rate of return to  10.58%
for  the  period  December  1995 to the date of  FERC's  decision,  and
prospectively adjusted the rate of return to 10.94% from  the  date  of
FERC's  decision.  FERC's decision also changed other aspects of System
Energy's  proposed rate schedule, including the depreciation  rate  and
decommissioning costs and their methodology.

     In July 2001, FERC denied requests for rehearing and the July 2000
order  became final.  System Energy made a compliance tariff filing  in
August  2001  and  it  was accepted by FERC in November  2001.   System
Energy made refunds to the domestic utility companies in December 2001.

     In  accordance with regulatory accounting principles,  during  the
pendency  of  the case, System Energy recorded reserves  for  potential
refunds  against its revenues.  Upon the order becoming final,  Entergy
Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New  Orleans,
and  System  Energy  recorded entries to spread the impacts  of  FERC's
order  to  the various revenue, expense, asset, and liability  accounts
affected, as if the order had been in place since commencement  of  the
case in 1995.  System Energy also recorded an additional reserve amount
against its revenue, to adjust its estimate of the impact of the order,
and  recorded  additional  interest expense on  that  reserve.   System
Energy   also   recorded  reductions  in  its  depreciation   and   its
decommissioning expenses to reflect the lower levels in  FERC's  order,
and reduced tax expense affected by the order.

     In  December 2001, Entergy Arkansas filed with the APSC the amount
of  the  refund to retail customers in Arkansas.  The total  refund  of
$53.7  million, including interest, is expected to be refunded  through
the  issuance of refund checks in March 2002 after approval by the APSC
of the refund rates.

      Entergy  Mississippi's allocation of the proposed  System  Energy
wholesale  rate  increase was $21.6 million annually.   In  July  1995,
Entergy  Mississippi filed a schedule with the MPSC that  deferred  the
retail recovery of the System Energy rate increase. The deferral  plan,
which  was  approved by the MPSC, began in December 1995, the effective
date  of  the System Energy rate increase, and was effective until  the
issuance  of the final order by FERC.  Entergy Mississippi revised  the
deferral  plan  two  times during the pendency  of  the  System  Energy
proceeding.  As a result of the final resolution of the FERC order  and
in  accordance with Entergy Mississippi's second revised deferral plan,
refunds  to Entergy Mississippi from System Energy, including interest,
have  been  credited against deferral balances and  refund  amounts  in
excess  of the deferral balances are being included as a credit to  the
amounts  billed  to  Entergy Mississippi's customers  in  October  2001
through September 2002 under its Grand Gulf Riders.

      Entergy  New  Orleans' allocation of the proposed  System  Energy
wholesale rate increase was $11.1 million annually.  In February  1996,
Entergy New Orleans filed a plan with the Council to defer 50%  of  the
amount  of  the  System Energy rate increase.  In  December  2001,  the
Council approved a refund to customers.  The total amount of the refund
to  Entergy New Orleans' customers is $43 million.   In anticipation of
the  FERC  order,  Entergy New Orleans advanced the  refunding  of  $10
million  in  February 2001 to customers to assist with unexpected  high
energy  bills.  The total refund will also be reduced by an  additional
$6  million  which  will  be  used for the establishment  of  a  public
benefits  and payments assistance program.  The remaining  $27  million
was  refunded  through the issuance of refund checks during  the  first
quarter of 2002.

FERC   Settlement  (Entergy  Corporation,  Entergy  Arkansas,   Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

      In  November  1994, FERC approved an agreement settling  a  long-
standing  dispute involving income tax allocation procedures of  System
Energy.   In  accordance  with the agreement, System  Energy  has  been
refunding  a  total  of approximately $62 million,  plus  interest,  to
Entergy  Arkansas, Entergy Louisiana, Entergy Mississippi, and  Entergy
New  Orleans  through June 2004.  System Energy also reclassified  from
utility  plant  to other deferred debits approximately $81  million  of
other  Grand Gulf 1 costs.  Although such costs are excluded from  rate
base, System Energy is amortizing and recovering these 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  is  reducing
Entergy's  and System Energy's net income by approximately $10  million
annually.


NOTE 3.   INCOME TAXES

      Income  tax  expenses for 2001, 2000, and  1999  consist  of  the
following (in thousands):
<TABLE>
<CAPTION>

               2001                             Entergy   Entergy   Entergy    Entergy    Entergy    System
                                      Entergy   Arkansas    Gulf   Louisiana Mississippi    New      Energy
                                                           States                         Orleans
<S>                                   <C>        <C>       <C>       <C>         <C>       <C>     <C>
Current:
  Federal                             $321,085   $83,314   $60,333   $97,265     $77,074   $16,844 ($56,166)
  Foreign                                3,355         -         -         -           -         -         -
  State                                 53,565    16,230    17,385    16,404      11,523     2,958   (6,837)
                                     -----------------------------------------------------------------------
    Total                              378,005    99,544    77,718   113,669      88,597    19,802  (63,003)
Deferred -- net                        110,944    11,414    11,554  (21,931)    (66,633)  (23,691)   110,240
Investment tax credit
   adjustments - net                  (23,192)   (5,025)   (7,234)   (5,451)     (1,500)     (507)   (3,476)
                                     -----------------------------------------------------------------------
   Recorded income tax expense        $465,757  $105,933   $82,038   $86,287     $20,464  ($4,396)   $43,761
                                     =======================================================================

               2000                             Entergy   Entergy   Entergy    Entergy    Entergy    System
                                      Entergy   Arkansas    Gulf   Louisiana Mississippi    New      Energy
                                                           States                         Orleans
Current:
  Federal                             $291,616   $51,042   $42,587   $83,369   ($24,598)   $10,530  $132,725
  Foreign                               11,555         -         -         -           -         -         -
  State                                 51,293     9,694     6,737    12,926     (3,615)     1,706    19,750
                                     -----------------------------------------------------------------------
    Total                              354,464    60,736    49,324    96,295    (28,213)    12,236   152,475
Deferred -- net                        150,018    46,365    61,779    22,111      52,581     (129)  (67,509)
Investment tax credit
   adjustments - net                  (25,561)   (6,589)   (7,500)   (5,761)     (1,500)     (510)   (3,703)
                                     -----------------------------------------------------------------------
   Recorded income tax expense        $478,921   100,512  $103,603  $112,645     $22,868   $11,597   $81,263
                                     =======================================================================
</TABLE>
<TABLE>
<CAPTION>
               1999                             Entergy   Entergy   Entergy    Entergy    Entergy    System
                                      Entergy   Arkansas    Gulf   Louisiana                New      Energy
                                                           States            Mississippi  Orleans
<S>                                   <C>        <C>       <C>      <C>           <C>      <C>      <C>
Current:
  Federal                             $452,568   $25,811   $64,991  $115,180      ($660)   $13,238  $121,733
  Foreign                               27,730         -         -         -           -         -         -
  State                                 65,834     5,780    11,669    22,675         131     2,923    18,979
                                     -----------------------------------------------------------------------
    Total                              546,132    31,591    76,660   137,855       (529)    16,161   140,712
Deferred -- net                      (153,304)    26,335    13,513   (9,953)      19,566   (2,615)  (77,173)
Investment tax credit
   adjustments - net                  (36,161)   (3,914)  (15,008)   (5,534)     (1,500)     (516)   (9,688)
                                     -----------------------------------------------------------------------
   Recorded income tax expense        $356,667   $54,012   $75,165  $122,368     $17,537   $13,030   $53,851
                                     =======================================================================
</TABLE>
      Total  income taxes differ from the amounts computed by  applying
the  statutory income tax rate to income before taxes.  The reasons for
the differences for the years 2001, 2000, and 1999 are (in thousands):
<TABLE>
<CAPTION>
                                               Entergy   Entergy   Entergy    Entergy    Entergy   System
               2001                  Entergy  Arkansas    Gulf    Louisiana Mississippi    New     Energy
                                                         States                          Orleans
<S>                                  <C>        <C>       <C>       <C>         <C>      <C>        <C>
Computed at statutory rate (35%)     $425,692   $99,441   $91,520   $76,594     $21,029  ($2,307)   $56,041
Increases (reductions) in tax
      resulting from:
    State income taxes net of
        federal income tax effect      45,124    12,098     7,897    10,160       1,935     (292)     5,803
    Depreciation                       11,890     4,136     1,504    10,542     (1,091)        17   (3,218)
    Amortization of investment
        tax credits                  (22,488)   (5,028)   (6,528)   (5,448)     (1,500)     (504)   (3,480)
    Flow-through/permanent
        Differences                  (20,698)   (5,582)  (11,318)   (1,620)       (856)     (702)     (620)
    US tax on foreign income           21,422         -         -         -           -         -         -
    Benefit of Entergy Corp.
      expenses                              -         -   (1,510)   (4,647)           -     (746)  (10,697)
    Other - net                         4,815       868       473       706         947       138      (68)
                                     ----------------------------------------------------------------------
      Total income taxes             $465,757  $105,933   $82,038   $86,287     $20,464  ($4,396)   $43,761
                                     ======================================================================
Effective Income Tax Rate               38.3%     37.3%     31.4%     39.4%       34.1%     66.7%     27.3%
</TABLE>
<TABLE>
<CAPTION>
                                               Entergy   Entergy   Entergy    Entergy    Entergy    System
               2000                  Entergy   Arkansas    Gulf   Louisiana Mississippi    New      Energy
                                                          States                         Orleans
<S>                                  <C>        <C>       <C>       <C>         <C>        <C>      <C>
Computed at statutory rate (35%)     $416,443   $83,147   $99,380   $96,363     $21,644    $9,840   $61,253
Increases (reductions) in tax
      resulting from:
    State income taxes net of
        federal income tax effect      47,504    11,571    14,421    11,389       2,239       824     7,060
    Depreciation                       49,741    16,098     4,791    10,810       1,346     1,441    15,255
   Amortization of investment
        tax credits                  (23,783)   (5,112)   (7,664)   (5,520)     (1,500)     (507)   (3,480)
    Flow-through/permanent
        Differences                  (18,495)   (5,596)  (10,032)   (1,623)       (825)     (401)      (18)
    US tax on foreign income            1,472         -         -         -           -         -         -
    Other - net                         6,039       404     2,707     1,226        (36)       400     1,193
                                     ----------------------------------------------------------------------
      Total income taxes             $478,921  $100,512  $103,603  $112,645     $22,868   $11,597   $81,263
                                     ======================================================================
Effective Income Tax Rate               40.3%     42.3%     36.5%     40.9%       37.0%     41.2%     46.4%
</TABLE>
<TABLE>
<CAPTION>
                                               Entergy   Entergy   Entergy    Entergy    Entergy    System
               1999                  Entergy   Arkansas    Gulf   Louisiana Mississippi    New      Energy
                                                          States                         Orleans
<S>                                  <C>        <C>       <C>      <C>          <C>       <C>       <C>
Computed at statutory rate (35%)     $333,093   $43,164   $70,058  $109,948     $20,693   $11,196   $47,678
Increases (reductions) in tax
      resulting from:
    State income taxes net of
        federal income tax effect      49,487     6,949    18,805    13,741       1,982     1,930     6,080
    Depreciation                       49,460    18,429     4,718     9,577     (1,093)     2,232    15,597
   Amortization of investment
        tax credits                  (29,015)   (5,132)   (6,642)   (5,532)     (1,500)     (518)   (9,691)
    Flow-through/permanent
        Differences                   (8,042)   (5,250)   (2,795)   (1,191)       (284)     (272)        27
    US tax benefit on foreign
     income                           (9,584)         -         -         -           -         -         -
    Benefit of Entergy Corporation
        expenses                            -   (3,341)   (4,046)   (4,053)     (1,936)     (754)   (4,552)
    Change in valuation allowance    (46,315)         -         -         -           -         -         -
    Other - net                        17,583     (807)   (4,933)     (122)       (325)     (784)   (1,288)
                                     ----------------------------------------------------------------------
      Total income taxes             $356,667   $54,012   $75,165  $122,368     $17,537   $13,030   $53,851
                                     ======================================================================

Effective Income Tax Rate               37.5%     43.8%     37.6%     39.0%       29.7%     40.7%     39.5%
</TABLE>

      Significant  components of net deferred  tax  liabilities  as  of
December 31, 2001 and 2000 are as follows (in thousands):
<TABLE>
<CAPTION>

            2001                                Entergy      Entergy      Entergy      Entergy      Entergy      System
                                  Entergy      Arkansas    Gulf States   Louisiana   Mississippi  New Orleans    Energy
<S>			        <C>            <C>          <C>           <C>          <C>           <C>        <C>
Deferred Tax Liabilities:
    Net regulatory
     assets/(liabilities)       ($1,195,100)   ($196,800)   ($469,073)   ($222,443)    ($29,237)      $17,806   ($274,899)
    Plant-related basis
     differences                 (3,189,015)    (608,488)  (1,025,047)    (741,553)    (276,098)     (68,765)    (391,391)
    Storm Damage                    (65,744)     (65,744)            -            -            -            -            -
    Nuclear Decommissioning        (163,869)            -        (638)            -            -            -      (5,047)
    Other                           (97,373)     (62,630)     (13,478)     (25,733)      (1,531)      (3,938)      (9,952)
                                 -----------------------------------------------------------------------------------------
        Total                    (4,711,101)    (933,662)  (1,508,236)    (989,729)    (306,866)     (54,897)    (681,289)
                                 -----------------------------------------------------------------------------------------
Deferred Tax Assets:
    Accumulated deferred
     investment tax credit           160,003       32,655       42,450       43,075        6,850        2,063       32,910
    Capital loss carryforwards        55,845            -            -            -            -            -            -
    Foreign tax credits               73,741            -            -            -            -            -            -
    Sale and leaseback               230,157            -            -       99,353            -            -      130,804
    Removal cost                     103,338          802       26,877       64,809        (912)       11,762            -
    Unbilled/Deferred revenues        64,178            -       11,689            -        6,767            -            -
    Pension-related items            113,133            -        5,558        5,529      (4,542)        6,857        3,429
    Rate refund                       12,477            -       14,545      (4,060)            -        1,992            -
    Reserve for regulatory
     adjustments                     109,370            -      109,370            -            -            -            -
    Transition cost accrual           55,919       55,919            -            -            -            -            -
    Customer Deposits                 77,321       26,664       11,842       25,731       12,928          156            -
    Nuclear Decommissioning           15,599       12,766            -        2,833            -            -            -
    Other                            169,855       17,812       37,409       18,415            -       11,623       13,382
    Valuation allowance             (98,011)            -            -            -            -            -            -
                                 -----------------------------------------------------------------------------------------
        Total                      1,142,925      146,618      259,740      255,685       21,091       34,453      180,525
                                 -----------------------------------------------------------------------------------------
     Net deferred tax liability ($3,568,176)   ($787,044) ($1,248,496)   ($734,044)   ($285,775)    ($20,444)   ($500,764)
                                ==========================================================================================
</TABLE>
<TABLE>
<CAPTION>
            2000                                Entergy      Entergy      Entergy      Entergy      Entergy      System
                                   Entergy     Arkansas    Gulf States   Louisiana   Mississippi  New Orleans    Energy
<S>			        <C>            <C>          <C>           <C>          <C>           <C>        <C>
Deferred Tax Liabilities:
    Net regulatory
     assets/(liabilities)       ($1,193,795)   ($197,577)   ($448,460)   ($249,983)    ($32,968)       $9,755   ($274,562)
    Plant-related basis
     differences                 (3,067,528)    (536,985)  (1,034,502)    (746,274)    (223,369)     (65,066)    (413,200)
    Rate deferrals                 (159,148)     (17,554)      (1,594)            -    (111,045)     (28,955)            -
    Storm Damage                    (31,424)     (31,424)            -            -            -            -            -
    Nuclear Decommissioning         (19,157)            -        (509)            -            -            -      (5,204)
    Other                          (185,640)    (101,186)      (9,462)     (60,390)      (4,051)      (2,682)     (11,815)
                                 -----------------------------------------------------------------------------------------
        Total                    (4,656,692)    (884,726)  (1,494,527)  (1,056,647)    (371,433)     (86,948)    (704,781)
                                 -----------------------------------------------------------------------------------------
Deferred Tax Assets:
    Accumulated deferred
     investment tax credit           168,841       34,626       44,526       45,173        7,424        2,852       34,240
    Capital loss carryforwards        39,091            -            -            -            -            -            -
    Foreign tax credits               98,468            -            -            -            -            -            -
    Sale and leaseback               229,169            -            -      103,200            -            -      125,969
    Removal cost                     105,842          872       27,101       65,690          203       11,976            -
    Unbilled/Deferred revenues        25,790            -       13,143            -        4,845        7,802            -
    Pension-related items             56,860            -        7,874        7,889      (2,335)        6,217        2,926
    Rate refund                      152,407            -       25,607       35,803            -            -      123,306
    Reserve for regulatory
     adjustments                     117,437            -      117,437            -            -            -            -
    Transition cost accrual           43,568       43,568            -            -            -            -            -
    Customer Deposits                 30,747        7,266            -       16,092        7,267          122            -
    Nuclear Decommissioning           15,354       12,521            -        2,833            -            -            -
    Other                            191,799       14,855       49,688        2,060            -        7,682       25,187
    Valuation allowance             (93,413)            -            -            -            -            -            -
                                 -----------------------------------------------------------------------------------------
        Total                      1,181,960      113,708      285,376      278,740       17,404       36,651      311,628
                                 -----------------------------------------------------------------------------------------
        Net deferred tax
         liability              ($3,474,732)   ($771,018) ($1,209,151)   ($777,907)   ($354,029)    ($50,297)   ($393,153)
                                ==========================================================================================
</TABLE>

      The valuation allowance is provided primarily against foreign tax
credit  carryforwards,  which  can be utilized  against  future  United
States taxes on foreign source income.  If these carryforwards are  not
utilized, they will expire between 2002 and 2006.

      At December 31, 2001, unremitted earnings of foreign subsidiaries
were  approximately $60.3 million.  Since it is Entergy's intention  to
indefinitely reinvest these earnings, no U.S. taxes have been provided.
Upon  distribution  of  these earnings in  the  form  of  dividends  or
otherwise,  Entergy could be subject to U.S. income taxes  (subject  to
foreign  tax credits) and withholding taxes payable to various  foreign
countries.


NOTE  4.    LINES OF CREDIT AND RELATED SHORT-TERM BORROWINGS  (Entergy
Corporation, Entergy Arkansas, Entergy Gulf States, Entergy  Louisiana,
Entergy Mississippi, Entergy New Orleans, and System Energy)

      The  short-term borrowings of the domestic utility companies  and
System  Energy  are  limited to amounts authorized  by  the  SEC.   The
current limits authorized are effective through November 30, 2004.   In
addition  to  borrowing  from commercial banks, Entergy  companies  are
authorized  to borrow from the Entergy System Money Pool (money  pool).
The  money  pool is an inter-company borrowing arrangement designed  to
reduce  the  domestic utility companies' dependence on external  short-
term   borrowings.   Borrowings  from  the  money  pool  and   external
borrowings  combined  may not exceed the SEC  authorized  limits.   The
following  are the SEC-authorized limits and borrowings from the  money
pool  for  the  domestic utility companies, System  Energy,  and  other
Entergy  subsidiaries as of December 31, 2001 (there were no borrowings
outstanding from external sources):

                                                      Outstanding
                                     Authorized       Borrowings
                                           (In Millions)

           Entergy Arkansas                $235        $  -
           Entergy Gulf States             340            -
           Entergy Louisiana               225            -
           Entergy Mississippi             160            -
           Entergy New Orleans             100            -
           System Energy                   140            -
           Other Entergy subsidiaries      420           93
                                           ------      ----
           Total                           $1,620      $ 93
                                           ======      ====

      In  May 2001, Entergy Corporation amended its 364-day bank credit
facility,  increasing the capacity from $500 million to $1.275 billion.
In  July 2001, the borrowing capacity on the facility was increased  to
$1.325  billion, of which $300 million was outstanding as  of  December
31, 2001.  In December 2001, Entergy Corporation obtained a new line of
credit  expiring May 16, 2002 with a capacity of $50 million, of  which
the entire $50 million was drawn as of December 31, 2001.  The weighted-
average  interest rate on Entergy's outstanding borrowings under  these
facilities  as  of  December 31, 2001 and  2000  was  3.2%  and  7.43%,
respectively.  The commitment fee for this facility is currently  0.20%
of  the line amount.  Commitment fees and interest rates on loans under
the  credit facility can fluctuate depending on the senior debt ratings
of  the  domestic  utility companies.  There is further  discussion  of
commitments  for  long-term financing arrangements in  Note  7  to  the
financial statements.

     Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi  each
have 364-day credit facilities available as follows:

                           Expiration      Amount of   Amount Drawn as of
     Company                Date            Facility      Dec. 31, 2001

     Entergy Arkansas      May 2002       $63 million           -
     Entergy Louisiana     January 2003   $15 million           -
     Entergy Mississippi   May 2002       $25 million           -

The  facilities have variable interest rates and the average commitment
fee is 0.13%.


NOTE 5.   PREFERRED, PREFERENCE, AND COMMON STOCK (Entergy Corporation,
Entergy  Arkansas,  Entergy  Gulf States,  Entergy  Louisiana,  Entergy
Mississippi, and Entergy New Orleans)

Preferred Stock

     The  number of shares authorized and outstanding, and dollar value
of  preferred stock for Entergy Corporation, Entergy Arkansas,  Entergy
Gulf  States, Entergy Louisiana, Entergy Mississippi, and  Entergy  New
Orleans as of December 31, 2001, and 2000 were:

<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      2001       2000        2001        2000          2001
                                                         (Dollars in Thousands)
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Arkansas Preferred Stock
 Without sinking fund:
  Cumulative, $100 par value
   4.32% Series                      70,000      70,000    $  7,000   $  7,000       $103.65
   4.72% Series                      93,500      93,500       9,350      9,350        107.00
   4.56% Series                      75,000      75,000       7,500      7,500        102.83
   4.56% 1965 Series                 75,000      75,000       7,500      7,500        102.50
   6.08% Series                     100,000     100,000      10,000     10,000        102.83
   7.32% Series                     100,000     100,000      10,000     10,000        103.17
   7.80% Series                     150,000     150,000      15,000     15,000        103.25
   7.40% Series                     200,000     200,000      20,000     20,000        102.80
   7.88% Series                     150,000     150,000      15,000     15,000        103.00
  Cumulative, $0.01 par value:
   $1.96 Series (a)                 600,000     600,000      15,000     15,000         25.00
                                  ---------   ---------    --------   --------
     Total without sinking fund   1,613,500   1,613,500    $116,350   $116,350
                                  =========   =========    ========   ========
</TABLE>

<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      2001       2000        2001        2000          2001
                                                          (Dollars in Thousands)
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Gulf States Preferred Stock
Preferred Stock
  Authorized 6,000,000 shares,
  $100 par value, cumulative
    Without sinking fund:
     4.40% Series                    51,173      51,173    $  5,117   $  5,117       $108.00
     4.50% Series                     5,830       5,830         583        583        105.00
     4.40%-1949 Series                1,655       1,655         166        166        103.00
     4.20% Series                     9,745       9,745         975        975        102.82
     4.44% Series                    14,804      14,804       1,480      1,480        103.75
     5.00% Series                    10,993      10,993       1,099      1,099        104.25
     5.08% Series                    26,845      26,845       2,685      2,685        104.63
     4.52% Series                    10,564      10,564       1,056      1,056        103.57
     6.08% Series                    32,829      32,829       3,283      3,283        103.34
     7.56% Series                   308,830     312,329      30,883     31,233        101.80
                                  ---------   ---------    --------   --------
     Total without sinking fund     473,268     476,767    $ 47,327   $ 47,677
                                  =========   =========    ========   ========
 With sinking fund:
   Adjustable Rate - A, 7.0%(b)     112,666     132,024    $ 11,267   $ 13,202       $100.00
   Adjustable Rate - B, 7.0%(b)     149,182     175,562      14,918     17,556        100.00
                                  ---------   ---------    --------   --------
     Total with sinking fund        261,848     307,586    $ 26,185   $ 30,758
                                  =========   =========    ========   ========
Fair Value of Preferred Stock
  with sinking fund (d)                                    $ 26,160   $ 29,475
                                                           ========   ========
</TABLE>

<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      2001       2000        2001        2000          2001
                                                          (Dollars in Thousands)
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Louisiana Preferred Stock
 Without sinking fund:
  Cumulative, $100 par value
   4.96% Series                      60,000      60,000    $  6,000   $  6,000       $104.25
   4.16% Series                      70,000      70,000       7,000      7,000        104.21
   4.44% Series                      70,000      70,000       7,000      7,000        104.06
   5.16% Series                      75,000      75,000       7,500      7,500        104.18
   5.40% Series                      80,000      80,000       8,000      8,000        103.00
   6.44% Series                      80,000      80,000       8,000      8,000        102.92
   7.84% Series                     100,000     100,000      10,000     10,000        103.78
   7.36% Series                     100,000     100,000      10,000     10,000        103.36
  Cumulative, $25 par value:
   8.00% Series                   1,480,000   1,480,000      37,000     37,000         25.00
                                  ---------   ---------    --------   --------
     Total without sinking fund   2,115,000   2,115,000    $100,500   $100,500
                                  =========   =========    ========   ========
 With sinking fund:
   8.00% Series (c)                     -       350,000         $ -     35,000          -
                                  ---------   ---------    --------   --------
     Total with sinking fund            -       350,000         $ -   $ 35,000
                                  =========   =========    ========   ========
Fair Value of Preferred Stock
  with sinking fund (d)                                         $ -   $ 34,300
                                                           ========   ========
</TABLE>

<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      2001       2000        2001        2000          2001
                                                          (Dollars in Thousands)
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy Mississippi Preferred Stock
 Without sinking fund:
  Cumulative, $100 par value
   4.36% Series                      59,920      59,920    $  5,992   $  5,992       $103.86
   4.56% Series                      43,887      43,887       4,389      4,389        107.00
   4.92% Series                     100,000     100,000      10,000     10,000        102.88
   7.44% Series                     100,000     100,000      10,000     10,000        102.81
   8.36% Series                     200,000     200,000      20,000     20,000        100.00
                                  ---------   ---------    --------   --------
     Total without sinking fund     503,807     503,807    $ 50,381   $ 50,381
                                  =========   =========    ========   ========
</TABLE>
<TABLE>
<CAPTION>

                                           Shares                                 Call Price Per
                                         Authorized                                Share as of
                                      and Outstanding                              December 31,
                                      2001       2000        2001        2000          2001
                                                          (Dollars in Thousands)
<S>                                 <C>         <C>        <C>        <C>            <C>
Entergy New Orleans Preferred Stock
 Without sinking fund:
  Cumulative, $100 par value
   4.75% Series                      77,798      77,798    $  7,780   $  7,780       $105.00
   4.36% Series                      60,000      60,000       6,000      6,000        104.57
   5.56% Series                      60,000      60,000       6,000      6,000        102.59
                                  ---------   ---------    --------   --------
     Total without sinking fund     197,798     197,798    $ 19,780   $ 19,780


Entergy Corporation

  Subsidiaries' Preferred Stock:
    Without sinking fund:           4,903,373   4,906,872    $334,337   $334,688
                                    =========   =========    ========   ========
    With sinking fund:                261,848     657,586    $ 26,185   $ 65,758
                                    =========   =========    ========   ========
Fair Value of Preferred Stock
 with sinking fund (d)                                       $ 26,160   $ 63,775
                                                             ========   ========
</TABLE>

(a)  The total dollar value represents the liquidation value of $25 per
     share.
(b)  Represents weighted-average annualized rates for 2001.
(c)  This series was redeemed in August 2001.
(d)  Fair  values were determined using bid prices reported by  dealer
     markets and by nationally recognized investment banking firms.  There
     is additional disclosure of fair value of financial instruments in Note
     15 to the financial statements.

      Changes  in the preferred stock and preference stock  of  Entergy
Arkansas,  Entergy Gulf States, and Entergy Louisiana during  the  last
three years were:

                                              Number of Shares
                                      2001        2000            1999
   Preference stock retirements
     Entergy Gulf States                 -     (6,000,000)              -
   Preferred stock retirements
     Entergy Arkansas
       $100 par value                    -               -      (200,000)
       $25 par value                     -               -       (81,085)
     Entergy Gulf States
       $100 par value              (49,237)       (76,585)      (258,471)
     Entergy Louisiana
       $100 par value              (350,000)             -      (500,000)

      Entergy Gulf States has annual sinking fund requirements of $3.45
million through 2006 for its preferred stock outstanding.  Entergy Gulf
States  has  the  annual  non-cumulative  option  to  redeem,  at  par,
additional  amounts  of  certain series of  its  outstanding  preferred
stock.

Common Stock

       Entergy  Corporation  reissues  treasury  shares  to  meet   the
requirements of the Stock Plan for Outside Directors (Directors' Plan),
the  Equity  Ownership  Plan  of Entergy Corporation  and  Subsidiaries
(Equity  Ownership  Plan), the Equity Awards Plan,  and  certain  other
stock  benefit  plans.   The  Directors' Plan  awards  to  non-employee
directors a portion of their compensation in the form of a fixed number
of shares of Entergy Corporation common stock.

                                             Treasury         Cost
                                              Shares
                                                         (In Thousands)
Beginning Balance, January 1, 2001           28,490,031        $774,905
   Repurchases                                  989,100        (36,895)
   Transfers                                    361,720               -
   Issuances:
     Equity Ownership/Equity Awards Plans     2,393,177          20,638
     Directors' Plan                              6,290             172
                                             ----------        --------
Ending Balance, December 31, 2001            27,441,384        $758,820
                                             ==========        ========


     Entergy Corporation may also issue newly registered shares to meet
the requirements of these plans.  Entergy Corporation received proceeds
of  $2.1 million from the issuance of 79,473 shares of common stock  to
satisfy stock option exercises during 2001.

     Entergy has two plans that grant stock options, equity awards, and
incentive  awards  to key employees of the Entergy  subsidiaries.   The
Equity   Ownership   Plan   is   a   shareholder-approved   stock-based
compensation plan.  The Equity Awards Plan is a non-shareholder, Board-
approved stock-based compensation plan.  The following table summarizes
information about Entergy's stock options awarded under these plans.

                                                                 Securities
                                           Stock    Other stock- remaining
                       Current            Options   based plans  under current
Plan                   Authorization      granted                authorizations

Equity Ownership Plan  15.0 million     3,563,793   123,714      11.3 million
Equity Awards Plan     30.0 million     17,086,300  126,284      12.8 million

      Stock options are granted at exercise prices not less than market
value  on the date of grant.  The majority of options granted in  2001,
2000, and 1999 will become exercisable in equal amounts on each of  the
first  three anniversaries of the date of grant.  Options are forfeited
if they are not exercised within ten years from the date of the grant.

      Entergy does not recognize compensation expense for stock options
granted with exercise prices at market value on the date of grant.  The
impact  on  Entergy's net income for each of the years 2001, 2000,  and
1999  would have been reductions of $42.9 million, $19.0 million, and
$15.5  million, respectively,  had  compensation  cost  for  the  stock
options   been recognized  based on the fair value of options at the
grant  date  for awards  under the option plans.  The impact on earnings
per  share  for each  of the years 2001, 2000, and 1999 would have been
a reduction  of $.19, $.08, and $.06, respectively.

     During 2001, Entergy began granting most of the equity awards  and
incentive  awards earned under its stock benefit plans in the  form  of
performance  units,  which are equal to the cash  value  of  shares  of
Entergy  Corporation common stock at the time of payment.  In  addition
to  the  potential  for equivalent share appreciation or  depreciation,
performance  units will earn the cash equivalent of the dividends  paid
during  the performance period applicable to each plan.  The amount  of
performance  units  awarded will not reduce the  amount  of  securities
remaining  under the current authorizations.  The costs of  equity  and
incentive  awards, given either as company stock or performance  units,
are  charged  to  income  over the period of the  grant  or  restricted
period, as appropriate.  In 2001 and 2000, $15 million and $14 million,
respectively, were charged to compensation expense.

     The  fair value of each option grant is estimated on the  date  of
grant  using the Black-Scholes option-pricing model with the  following
stock option weighted-average assumptions:

                                   2001    2000        1999

        Stock price volatility    26.3%     24.4%     20.3%
        Expected term in years        5         5         5
        Risk-free interest rate    4.9%      6.6%      4.7%
        Dividend yield             3.4%      5.2%      4.0%
        Dividend payment          $1.26     $1.20     $1.20

Stock option transactions are summarized as follows:
<TABLE>
<CAPTION>
<S>                        <C>           <C>          <C>         <C>            <C>           <C>
                              2001                     2000                       1999
                          ----------------------   -----------------------    --------------------
                                         Average                  Average                      Average
                           Number        Option       Number      Option         Number        Option
                           of Options    Price        of Options  Price          of Options     Price
Beginning-of-year balance   11,468,316   $    25.52    5,493,882  $    29.48        901,639    $  26.21

Options granted              8,602,300        36.96    7,219,134       22.98      5,228,189       29.88
Options exercised          (2,407,783)        25.85    (920,077)       28.26      (213,084)       23.69
Options forfeited            (346,017)        30.35    (324,623)       28.29      (422,862)       30.38
                           -----------               -----------                 ----------
End-of-year balance         17,316,816   $    31.06   11,468,316  $    25.52      5,493,882    $  29.48
                           ===========               ===========                 ==========
Options exercisable
  at year-end                2,923,452                 1,641,062                    601,307

Weighted-average fair
value of options at time
of grant

                             $    8.14               $      4.30                 $     4.72

</TABLE>
The   following  table  summarizes  information  about  stock   options
outstanding as of December 31, 2001:
<TABLE>
<CAPTION>
   <S>            <C>       <C>               <C>                <C>           <C>
                            Options Outstanding                   Options Exercisable
                              Weighted-Avg
   Range of                    Remaining      Weighted-          Number        Weighted-
  Exercise        As of        Contractual   Avg. Exercise     Exercisable    Avg. Exercise
   Prices        12/31/01        Life-Yrs.        Price          at 12/31/01       Price

  $18 - $30     8,532,058         8.2             $25.16         2,621,734     $    26.62


  $30 - $41     8,784,758         9.0             $ 36.80          301,718     $    33.69
               ----------                                        ---------
  $18 - $41    17,316,816         8.6             $ 31.06        2,923,452     $    27.35
               ==========                                        =========
</TABLE>
     Near  the  end  of  January 2002, an additional 4,823,981  options
became exercisable with a weighted-average exercise price of $30.84.

      Entergy  sponsors  the  Savings Plan of Entergy  Corporation  and
Subsidiaries   (Savings  Plan).   The  Savings  Plan   is   a   defined
contribution  plan  covering  eligible employees  of  Entergy  and  its
subsidiaries.  The  Savings Plan provides that  the  employing  Entergy
subsidiary may:

     o make matching contributions to the plan in an amount equal to 75%
       of the participant's basic contribution, up to 6% of their salary, in
       shares of Entergy Corporation common stock if the employee directs
       their  company-matching contribution to the purchase of  Entergy
       Corporation's common stock;
       or
     o make  matching contributions in the amount  of  50%  of  the
       participant's basic contribution, up to 6% of their salary, if the
       employee  directs their company-matching contribution  to  other
       investment funds.

Entergy's subsidiaries contributed $25.4 million in 2001, $16.1 million
in 2000, and $14.5 million in 1999 to the Savings Plan.


NOTE 6.   COMPANY-OBLIGATED REDEEMABLE PREFERRED SECURITIES

(Entergy Arkansas, Entergy Gulf States, Entergy Louisiana)

      Entergy  Louisiana  Capital I, Entergy Arkansas  Capital  I,  and
Entergy  Gulf  States Capital I (Trusts) were established as  financing
subsidiaries  of Entergy Louisiana, Entergy Arkansas, and Entergy  Gulf
States,  respectively, for the purpose of issuing common and  preferred
securities.   The  Trusts issue Cumulative Quarterly  Income  Preferred
Securities  (Preferred  Securities) to  the  public  and  issue  common
securities  to their parent companies.  Proceeds from such  issues  are
used  to  purchase  junior subordinated deferrable interest  debentures
(Debentures)  from  the parent company.  The Debentures  held  by  each
Trust  are its only assets.  Each Trust uses interest payments received
on  the  Debentures  owned  by it to make  cash  distributions  on  the
Preferred Securities.
<TABLE>
<CAPTION>
 <S>                    <C>       <C>          <C>         <C>           <C>        <C>
                                                                                    Fair Market
                                                           Interest      Trust's      Value of
                                  Preferred     Common        Rate     Investment    Preferred
                          Date   Securities   Securities  Securities/      In      Securities at
        Trusts          Of Issue     Issued      Issued   Debentures   Debentures     12-31-01
                                      (In Millions)                          (In Millions)

 Louisiana Capital I    7-16-96    $70.0        $2.2         9.00%       $72.2       $70.5
 Arkansas Capital I     8-14-96    $60.0        $1.9         8.50%       $61.9       $59.8
 Gulf States Capital I  1-28-97    $85.0        $2.6         8.75%       $87.6       $85.3
</TABLE>

      The  Preferred Securities of the Trusts mature in the years  2045
and  2046.   The Preferred Securities are redeemable at 100%  of  their
principal  amount at the option of Entergy Arkansas, Entergy Louisiana,
and  Entergy  Gulf  States  in 2002, including  the  loss  of  the  tax
deduction arising out of the interest paid on the Debentures.   Entergy
Louisiana, Entergy Arkansas, and Entergy Gulf States have, pursuant  to
certain  agreements,  fully and unconditionally guaranteed  payment  of
distributions  on  the Preferred Securities issued by their  respective
trusts.   Entergy Louisiana, Entergy Arkansas, and Entergy Gulf  States
are  the  owners  of all of the common securities of  their  individual
Trusts, which constitute 3% of each Trust's total capital.


NOTE  7.    LONG  - TERM DEBT  (Entergy Corporation, Entergy  Arkansas,
Entergy  Gulf  States, Entergy Louisiana, Entergy Mississippi,  Entergy
New Orleans, and System Energy)
<TABLE>
<CAPTION>

     Long-term debt as of December 31, 2001 was:

         Maturities    Interest  Rates              Entergy   Entergy      Entergy    Entergy      Entergy      System
      From        To    From      To     Entergy    Arkansas  Gulf States  Louisiana  Mississippi  New Orleans  Energy
                                                      (In Thousands)
<S>              <C>   <C>     <C>     <C>           <C>       <C>           <C>         <C>         <C>        <C>
  Mortgage Bonds
2002             2006  5.800%  8.500%  $2,716,579    $555,000  $1,176,920    $319,659    $470,000    $125,000   $70,000
2007             2011  6.450%  7.500%     325,000     100,000                 115,000      80,000      30,000
2012             2026  7.000%  8.940%     954,950     260,000     444,950     115,000      60,000      75,000

Governmental Obligations (a)
2010             2020  5.450%  8.000%     298,300     214,200      84,100
2021             2030  4.850%  9.000%   1,392,080     119,000     395,330     415,120      46,030               416,600


Damhead Creek Project Credit
  Facilities, avg rate 6.53%              458,385
Note Payable to NYPA
  non-interest bearing,
  4.8% implicit rate                      756,914
Long-Term DOE Obligation (Note 9)         150,217     150,217
Waterford 3 Lease Obligation
  7.45% (Note 10)                         313,918                             313,918
Grand Gulf Lease Obligation
  7.02% (Note 10)                         445,734                                                                445,734
Other Long-Term Debt                      206,855         621       9,371
Unamortized Premium and Discount - Net   (15,133)     (5,963)     (3,853)     (1,741)      (1,268)      (903)    (1,405)
                                       ---------------------------------------------------------------------------------
Total Long-Term Debt                    8,003,799   1,393,075   2,106,818   1,276,956      654,762    229,097    930,929
Less Amount Due Within One Year           682,771      85,000     147,921     185,627       65,000          -    100,891
                                       ---------------------------------------------------------------------------------
Long-Term Debt Excluding Amount Due
  Within One Year                      $7,321,028  $1,308,075  $1,958,897  $1,091,329    $589,762    $229,097   $830,038
                                       =================================================================================
Fair Value of Long-Term Debt (b)       $6,764,419  $1,255,690  $2,173,994    $986,476    $668,526    $235,875   $463,352
                                       =================================================================================
</TABLE>
Long-term debt as of December 31, 2000 was:

<TABLE>
<CAPTION>

Maturities        Interest Rates                      Entergy     Entergy       Entergy      Entergy      Entergy      System
 From    To      From          To         Entergy     Arkansas  Gulf States     Louisiana   Mississippi  New Orleans   Energy
                                                                                    (In Thousands)
<S>    <C>      <C>         <C>           <C>          <C>          <C>          <C>          <C>           <C>        <C>
Mortgage Bonds
2001   2005     5.800%      8.500%        $2,455,109   $455,000   $1,001,750     $338,359     $400,000      $55,000    $205,000
2006   2010     6.450%      8.000%           365,000    100,000                   115,000       80,000       70,000
2011   2026     7.000%      8.940%           954,950    260,000      444,950      115,000       60,000       75,000

Governmental Obligations (a)
2010   2020     5.450%      9.000%           591,635    214,200      377,435
2021   2030     4.850%      8.000%         1,051,750     72,000      102,000      415,120       46,030                  416,600

Saltend Project Credit
  Facilities, avg rate 6.70%                 581,938
Damhead Creek Project Credit
  Facilities, avg rate 6.55%                 507,194
Note Payable to NYPA
  non-interest bearing, 4.8% implicit rate   744,405
Long-Term DOE Obligation (Note 9)            144,316    144,316
Waterford 3 Lease Obligation
  7.45% (Note 10)                            330,306                              330,306
Grand Gulf Lease Obligation
  7.02% (Note 10)                            462,534                                                                    462,534
Other Long-Term Debt                          23,596        621        9,581
Unamortized Premium and Discount - Net       (16,425)    (6,325)      (4,087)      (2,001)      (1,563)       (969)     (1,480)
                                          -------------------------------------------------------------------------------------
Total Long-Term Debt                       8,196,308  1,239,812    1,931,629    1,311,784      584,467     199,031    1,082,654
Less Amount Due Within One Year              464,215        100      122,750       35,088            -           -      151,800
                                          -------------------------------------------------------------------------------------
Long-Term Debt Excluding Amount Due
     Within One Year                      $7,732,093 $1,239,712   $1,808,879   $1,276,696     $584,467    $199,031     $930,854
                                          =====================================================================================
Fair Value of Long-Term Debt (b)          $7,342,810 $1,104,206   $2,013,249   $1,003,426     $592,697    $202,525     $593,170
                                          =====================================================================================

</TABLE>


(a)  Consists of pollution control bonds, certain series of which are
     secured by non-interest bearing first mortgage bonds.

(b)  The   fair   value  excludes  lease  obligations,  long-term   DOE
     obligations, and other long-term debt and includes debt due within
     one  year.   It is determined using bid prices reported by  dealer
     markets and by nationally recognized investment banking firms.

     The annual long-term debt maturities (excluding lease obligations)
and  annual cash sinking fund requirements for debt outstanding  as  of
December 31, 2001, for the next five years are as follows:
<TABLE>
<CAPTION>
  <S>   <C>         <C>        <C>             <C>            <C>          <C>           <C>
                    Entergy    Entergy         Entergy        Entergy      Entergy       System
        Entergy(a)  Arkansas   Gulf States(b)  Louisiana(c)   Mississippi  New Orleans   Energy
                                                      (In Thousands)

  2002  $ 637,993    $ 85,000    $148,000        $169,660       $ 65,000            -    $70,000
  2003  1,123,426     255,000     339,000         150,000        255,000      $25,000          -
  2004    877,854          -      592,000               -        150,000       30,000          -
  2005    457,174     215,000      98,000               -              -       30,000          -
  2006    159,276          -           -                -              -       40,000          -
</TABLE>

(a)  Not  included are other sinking fund requirements of approximately
     $34.9  million  annually, which may be satisfied  by  cash  or  by
     certification of property additions at the rate of  167%  of  such
     requirements.

(b)  Not  included are other sinking fund requirements of approximately
     $34.2  million  annually, which may be satisfied  by  cash  or  by
     certification of property additions at the rate of  167%  of  such
     requirements.

(c)  Not  included are other sinking fund requirements of approximately
     $0.7  million  annually,  which may be satisfied  by  cash  or  by
     certification of property additions at the rate of  167%  of  such
     requirements.

      In  December 2001, Entergy Arkansas issued $47 million  of  5.05%
Pollution Control Revenue Bonds due September 1, 2028.  The proceeds of
the  issuance were used to refund $20 million and $27 million  of  8.0%
Series Pollution Control Revenue Bonds prior to maturity.

      In  August 2001 when the Saltend plant was sold, EPDC repaid  the
outstanding Saltend credit facilities of approximately $555 million and
terminated  the  Saltend  interest  rate  swaps  paying  mark-to-market
breakage  costs of approximately $22 million.  EPDC used proceeds  from
the sale of the plant for these payments.

      EPDC maintains a credit facility of BPS45 million ($67.2 million)
to finance the Damhead Creek project and for general corporate purposes
in connection with the acquisition and development of power generation,
distribution,  or  transmission  facilities.   No  cash  advances  were
outstanding  under  this facility at December 31, 2001  and  2000.   In
February  2001,  after  the  Damhead Creek project  reached  commercial
operation,  EPDC paid its equity commitment of BPS36.1  million  ($53.9
million)  on  the  project and a letter of credit facility  under  this
credit facility was cancelled in July 2001.

     Damhead  Finance LDC (DFLDC), an indirect wholly-owned  subsidiary
of  EPDC,  maintains  a BPS483.4 million ($695.5 million)  non-recourse
senior  credit  facility.  The facility finances the  construction  and
operation  of  the  Damhead Creek power plant.   Borrowings  under  the
senior  credit  facility  are  repayable  over  a  fifteen-year  period
beginning  December  31, 2001.  In July 2001, the commitment  of  BPS20
million  ($28.8  million)  for a cost overrun facility  was  cancelled.
DFLDC  also  maintains  a BPS36.1 million ($53.9 million)  subordinated
credit  facility,  which was drawn in February 2001.   DFLDC  used  the
proceeds  from the subordinated credit facility to repay a  portion  of
the  senior  credit  facility.   The subordinated  credit  facility  is
payable over a ten-year period beginning December 31, 2001.  After EPDC
paid  its equity commitment in February 2001, an equity bridge facility
of BPS35.8 million ($53.5 million) under the senior credit facility was
repaid.  All of the assets of DFLDC are pledged as collateral under the
senior  credit facility and the subordinated credit facility.   DFLDC's
ability to make distributions of dividends, loans, or advances to  EPDC
is  restricted by, among other things, the requirement to pay permitted
project costs, make debt repayments, and maintain cash reserves.

     The  Damhead  Creek credit facility requires that the annual  debt
service coverage ratio be at least 1.05 to 1 for the previous 12 months
at  semi-annual  dates commencing with June 30, 2002.   Given  the  low
electricity prices currently affecting the UK market, Damhead Creek may
not  meet the annual debt service coverage ratio test in respect of the
12  months  to June 30, 2002, which could trigger an event of  default.
In  the  event  the annual debt service coverage ratio is deficient  at
June 30, 2002, the power development business will seek a waiver of the
default  from  the lenders.  There is no requirement for EPDC  to  make
capital  contributions  or  provide credit  support  to  Damhead  Creek
following the occurrence of an event of default.

     In  2000, a subsidiary of DFLDC entered into 10-year interest rate
swap  agreements with an average fixed rate of 6.52% for  approximately
99%  of  the  debt  outstanding under the bridge and senior  term  loan
portion  of  the  senior credit facility.  At December  31,  2001,  the
interest rate swap agreements outstanding totalled a notional amount of
BPS275.8 million ($396.8 million). The mark-to-market valuation of  the
interest rate swap agreements at December 31, 2001, was a net liability
of BPS15.9 million ($22.9 million).

      In November 2000, Entergy's domestic non-utility nuclear business
purchased the FitzPatrick and Indian Point 3 power plants in a  seller-
financed  transaction.  Entergy issued notes to NYPA with seven  annual
installments of approximately $108 million commencing one year from the
date  of  the  closing, and eight annual installments  of  $20  million
commencing  eight years from the date of the closing.  These  notes  do
not  have  a  stated  interest rate.  In accordance with  the  purchase
agreement  with  NYPA,  the  purchase of Indian  Point  2  resulted  in
Entergy's domestic non-utility nuclear business becoming liable to NYPA
for  an  additional  $10 million per year for 10  years,  beginning  in
September  2003.   This  liability was recorded upon  the  purchase  of
Indian Point 2 in September 2001.


NOTE 8.   DIVIDEND RESTRICTIONS (Entergy Corporation, Entergy Arkansas,
Entergy  Gulf  States, Entergy Louisiana, Entergy Mississippi,  Entergy
New Orleans, System Energy)

      Provisions  within  the  Articles of Incorporation  or  pertinent
indentures and various other agreements relating to the long-term  debt
and  preferred  stock of certain of Entergy Corporation's  subsidiaries
restrict the payment of cash dividends or other distributions on  their
common  and  preferred  stock.  Additionally, PUHCA  prohibits  Entergy
Corporation's  subsidiaries from making loans or  advances  to  Entergy
Corporation.   As  of December 31, 2001, Entergy Arkansas  and  Entergy
Mississippi   had   restricted  retained   earnings   unavailable   for
distribution  to  Entergy  Corporation  of  $253.3  million  and  $15.8
million,  respectively.  In 2001, Entergy Corporation received dividend
payments totaling $440.3 million from subsidiaries.


NOTE 9.   COMMITMENTS AND CONTINGENCIES

Capital   Requirements  and  Financing  (Entergy  Corporation,  Entergy
Arkansas,  Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
Entergy New Orleans, and System Energy)

      Entergy plans to spend approximately $4.3 billion on construction
and other capital investments during 2002-2004.  This estimate includes
$2.8  billion in spending by the domestic utility companies and  System
Energy, $0.8 billion in spending by energy commodity services, and $0.7
billion in spending by the domestic non-utility nuclear business.  This
plan  reflects capital required to support existing business and Board-
approved acquisitions.  The estimated capital expenditures are  subject
to  periodic review and modification and may vary based on the  ongoing
effects  of  business  restructuring, regulatory constraints,  business
opportunities, market volatility, economic trends, and the  ability  to
access  capital.   Entergy's  firm  estimated  construction  and  other
capital expenditures by year for 2002-2004 are as follows:

                       2002     2003    2004    Total
                               (In Millions)

Entergy Arkansas         $239    $200    $194     $633
Entergy Gulf States       317     265     277      859
Entergy Louisiana         218     197     198      613
Entergy Mississippi       153     131     131      415
Entergy New Orleans        51      49      49      149
System Energy              25      20      20       65
Other entities            728     490     356    1,574
                       ------  ------  ------   ------
Entergy                $1,731  $1,352  $1,225   $4,308
                       ======  ======  ======   ======

Additional  capital investments are possible during  these  years,  but
they will be discretionary in nature and no commitments exist currently
for additional spending.

      The domestic utility companies and System Energy will focus their
planned  spending  on projects that will support continued  reliability
improvements and customer growth.

      Energy  commodity  services will focus its  planned  spending  on
merchant  power plant projects currently under construction,  including
the  purchase  of gas turbines scheduled for delivery in  2002  through
2004,  under  an  option  to purchase obtained  from  General  Electric
Company  that  is  now  held by an independent special  purpose  entity
established  to finance the turbine acquisition program.  The  estimate
does  not include potential acquisitions of assets that may be  offered
for  sale by third parties or additional capital investment in Entergy-
Koch,  which  is  an  unconsolidated  equity  investment.   Entergy  is
scheduled  to  make a $73 million cash contribution to Entergy-Koch  in
January 2004.

     The  domestic non-utility nuclear business will focus its  planned
spending on routine construction projects and nuclear fuel acquisitions
for  the plants it owns, power uprates, and on the anticipated purchase
in 2002 of the 510 MW Vermont Yankee nuclear power plant.

     Entergy will also require $2.8 billion during the period 2002-2004
to  meet long-term debt and preferred stock maturities and cash sinking
fund  requirements.  Entergy plans to meet these requirements primarily
with  internally  generated funds and cash  on  hand,  supplemented  by
proceeds from the issuance of debt, outstanding credit facilities,  and
project  financing.   Certain  domestic utility  companies  and  System
Energy may also continue the reacquisition or refinancing of all  or  a
portion  of certain outstanding series of preferred stock and long-term
debt.   See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - LIQUIDITY
AND  CAPITAL RESOURCES" for additional discussion of Entergy's  capital
spending plans.

Sales Warranties and Indemnities

 (Entergy Corporation)

     In the Entergy London and CitiPower sales transactions, Entergy or
its  subsidiaries  made  certain warranties to the  purchasers.   These
warranties  include representations regarding litigation,  accuracy  of
financial  accounts,  and  the  adequacy of  existing  tax  provisions.
Notice  of  a  claim on the CitiPower warranties had  to  be  given  by
December  2000, and Entergy's potential liability is limited  to  A$100
million  ($51  million).   Notice of a  claim  on  the  Entergy  London
warranties had to be given for certain items by December 1999, and  for
the  tax  warranties,  had  to be given by June  30,  2001.   Entergy's
liability  is limited to BPS1.4 billion ($2.0 billion) on  certain  tax
warranties   and  BPS140  million  ($203  million)  on  the   remaining
warranties relating to the Entergy London sale.

      For  both of the sales, the notice period is extended if a taxing
authority  has  begun a review before expiration of the notice  period.
Entergy  received  notice in June 2001 from both  purchasers  regarding
issues that have not been resolved by the respective taxing authorities
concerning reviews that commenced before the notice deadlines.  Entergy
responded  to  both  purchasers and denies that  valid  claims  by  the
purchasers   have  been  made  under  the  terms  of  the   warranties.
Management periodically reviews reserve levels for these warranties and
as  of  December 31, 2001 believes it has adequately provided  for  the
ultimate resolution of these matters.

Fuel Purchase Agreements

(Entergy Corporation)

     Entergy's energy commodity services segment has entered into a gas
supply  contract at the project level to supply up to 100% of  the  gas
requirements for the Damhead Creek power plant located in the UK.  This
contract, which expires in 2016, includes a take-or-pay obligation  for
approximately 75% of the gas requirement for this plant.

(Entergy Arkansas and Entergy Mississippi)

      Entergy Arkansas has long-term contracts for the supply  of  low-
sulfur  coal for White Bluff and Independence (which is also 25%  owned
by  Entergy  Mississippi).  These contracts, which expire in  2002  and
2011,  respectively, provide for approximately 70% of Entergy Arkansas'
expected   annual  coal  requirements.   Additional  requirements   are
satisfied by spot market purchases.

(Entergy Gulf States)

     Entergy Gulf States has a contract for a supply of low-sulfur coal
for  Nelson  Unit  6, which should be sufficient to  satisfy  the  fuel
requirements at Nelson Unit 6 through 2010.  Effective April  1,  2000,
Louisiana Generating LLC assumed ownership of Cajun's interest  in  the
Big  Cajun generating facilities, in which Entergy Gulf States  owns  a
42%  interest.  The management of Louisiana Generating LLC has  advised
Entergy Gulf States that it has executed coal supply and transportation
contracts  that  should  provide an adequate supply  of  coal  for  the
operation of Big Cajun 2, Unit 3 for the foreseeable future.

(Entergy Louisiana)

      In  June 1992, Entergy Louisiana agreed to a 20-year natural  gas
supply  contract, in which Entergy Louisiana agreed to purchase natural
gas in annual amounts equal to approximately one-third of its projected
annual  fuel requirements for certain generating units.  Annual  demand
charges associated with this contract are estimated to be $7.6 million.
Such charges aggregate $84 million for the years 2002 through 2012.

Power Purchase Agreements

(Entergy Louisiana)

     Entergy Louisiana has an agreement extending through the year 2031
to  purchase energy generated by a hydroelectric facility known as  the
Vidalia project.  Entergy Louisiana made payments under the contract of
approximately $86.0 million in 2001, $58.6 million in 2000,  and  $70.3
million in 1999.  If the maximum percentage (94%) of the energy is made
available  to  Entergy Louisiana, current production projections  would
require estimated payments of approximately $92.3 million in 2002,  and
a  total  of  $3.3  billion for the years 2003 through  2031.   Entergy
Louisiana currently recovers the costs of the purchased energy  through
its fuel adjustment clause.

System   Fuels     (Entergy   Arkansas,  Entergy   Louisiana,   Entergy
Mississippi, Entergy New Orleans, and System Energy)

      The  domestic utility companies that are owners of  System  Fuels
have  made  loans  to  System Fuels to finance  its  fuel  procurement,
delivery,  and storage activities.  The following loans outstanding  to
System Fuels as of December 31, 2001 mature in 2008:

    Owner                Ownership             Loan Outstanding at
                        Percentage              December 31, 2001

Entergy Arkansas            35%                  $11.0 million
Entergy Louisiana           33%                  $14.2 million
Entergy Mississippi         19%                  $5.5 million
Entergy New Orleans         13%                  $3.3 million

Nuclear Insurance  (Entergy Corporation, Entergy Arkansas, Entergy Gulf
States,  Entergy Louisiana, Entergy Mississippi, Entergy  New  Orleans,
and System Energy)

      The  Price-Anderson Act, which is scheduled for renewal in August
2002,  limits  public liability of a nuclear plant owner for  a  single
nuclear  incident to approximately $9.5 billion.  Protection  for  this
liability  is  provided  through  a combination  of  private  insurance
underwritten by American Nuclear Insurers (ANI) (currently $200 million
for  each  reactor)  and  an  industry assessment  program.   Effective
January  1,  2002,  liability arising out of  terrorist  acts  will  be
covered by ANI subject to one industry aggregate limit of $200 million,
with  a  conditional  option for one shared  industry  aggregate  limit
reinstatement  of  $200  million.  Under the  assessment  program,  the
maximum  payment  requirement  for  each  nuclear  incident  would   be
$88.1  million  per  reactor, payable at a  rate  of  $10  million  per
licensed  reactor  per incident per year.  Entergy  has  nine  licensed
reactors.   As a co-licensee of Grand Gulf 1 with System Energy,  SMEPA
would   share   in   10%  of  this  obligation.   In   addition,   each
owner/licensee  of  Entergy's  nine nuclear  units  participates  in  a
private insurance program that provides coverage for worker tort claims
filed  for  bodily  injury caused by radiation exposure.   The  program
provides  for a maximum assessment of approximately $27.9  million  for
the  nine  nuclear  units in the event that losses  exceed  accumulated
reserve funds.

     Entergy's nuclear owner/licensee subsidiaries are also members  of
certain  insurance programs that provide coverage for property  damage,
including  decontamination  and premature decommissioning  expense,  to
members' nuclear generating plants.  These programs are underwritten by
Nuclear  Electric Insurance, Limited (NEIL).  As of December 31,  2001,
Entergy was insured against such losses up to $2.3 billion for each  of
its   nuclear   units,  except  for  Pilgrim,  which  is  insured   for
$1.115  billion  in  property damages.  In addition, Entergy's  nuclear
owner/licensee  subsidiaries are members of the NEIL insurance  program
that  covers certain replacement power and business interruption  costs
incurred  due  to prolonged nuclear unit outages.  Under  the  property
damage  and replacement power/business interruption insurance programs,
these  Entergy subsidiaries could be subject to assessments  if  losses
exceed  the  accumulated  funds  available  to  the  insurers.   As  of
December  31,  2001,  the maximum amounts of such possible  assessments
were:  Entergy  Arkansas - $24.9 million; Entergy Gulf States  -  $18.8
million; Entergy Louisiana - $21.1 million; Entergy Mississippi -  $1.4
million;  Entergy  New Orleans - $0.7 million; System  Energy  -  $16.1
million,  and  for  Entergy's domestic non-utility nuclear  business  -
$54.8 million.

     Effective November 15, 2001, in the event that one or more acts of
terrorism  cause accidental property damage under one or  more  of  all
nuclear  insurance policies issued by NEIL (including, but not  limited
to  those  described above) within 12 months from the  date  the  first
accidental property damage occurs, the maximum recovery under all  such
nuclear insurance policies shall be an aggregate of $3.24 billion  plus
the  additional  amounts  recovered for such losses  from  reinsurance,
indemnity, and any other source applicable to such losses.

     Entergy maintains property insurance for each of its nuclear units
in  excess  of  the NRC's minimum requirement for nuclear  power  plant
licensees of $1.06 billion per site.  NRC regulations provide that  the
proceeds  of this insurance must be used, first, to render the  reactor
safe  and  stable, and second, to complete decontamination  operations.
Only  after proceeds are dedicated for such use and regulatory approval
is  secured  would  any remaining proceeds be made  available  for  the
benefit of plant owners or their creditors.

Spent  Nuclear  Fuel  and Decommissioning Costs  (Entergy  Corporation,
Entergy  Arkansas, Entergy Gulf States, Entergy Louisiana,  and  System
Energy)

Spent Nuclear Fuel

      Entergy's  nuclear owner/licensee subsidiaries  provide  for  the
estimated  future  disposal costs of spent nuclear fuel  in  accordance
with  the  Nuclear  Waste  Policy Act of 1982.   The  affected  Entergy
companies  entered into contracts with the DOE, whereby  the  DOE  will
furnish  disposal service at a cost of one mill per net  KWH  generated
and  sold after April 7, 1983, plus a one-time fee for generation prior
to  that  date.   Entergy  Arkansas is the only  Entergy  company  that
generated electric power with nuclear fuel prior to that date and has a
recorded liability as of December 31, 2001 of $150 million for the one-
time fee.  The fees payable to the DOE may be adjusted in the future to
assure  full  recovery.  Entergy considers all costs incurred  for  the
disposal  of spent nuclear fuel, except accrued interest, to be  proper
components  of nuclear fuel expense.  Provisions to recover such  costs
have been or will be made in applications to regulatory authorities.

      Entergy's  domestic  non-utility nuclear  business  has  accepted
assignment  of  the Pilgrim, FitzPatrick, Indian Point  3,  and  Indian
Point  2 spent fuel disposal contracts with the DOE previously held  by
Boston Edison, NYPA, and Consolidated Edison.  Boston Edison, NYPA, and
Consolidated  Edison have paid or retained liability for the  fees  for
all generation prior to the purchase dates of those plants.

      Delays have occurred in the DOE's program for the acceptance  and
disposal of spent nuclear fuel at a permanent repository.  After twenty
years  of  study, the DOE, in February 2002, formally recommended,  and
President Bush approved, Yucca Mountain, Nevada as the permanent  spent
fuel  repository.   The State of Nevada may veto the  site  subject  to
override  by  simple  majority of both houses of  Congress.   If  Yucca
Mountain is sustained as the repository site, DOE will proceed with the
licensing  and  eventual construction of the repository and  may  begin
receipt  of spent fuel as early as approximately 2010.  Otherwise,  DOE
may  not  accept spent fuel for a significantly longer period of  time.
Considerable  uncertainty exists regarding the time frame  under  which
the  DOE  will  begin to accept spent fuel from Entergy facilities  for
storage or disposal.  As a result, future expenditures will be required
to  increase  spent  fuel storage capacity at Entergy's  nuclear  plant
sites.

      Pending  DOE acceptance and disposal of spent nuclear  fuel,  the
owners  of  nuclear  plants are responsible for their  own  spent  fuel
storage.  Current on-site spent fuel storage capacity at Grand  Gulf  1
and  River Bend is estimated to be sufficient until approximately  2005
and  2004, respectively, at which time dry cask storage facilities will
be  placed  into  service.   The spent fuel pool  at  Waterford  3  was
recently expanded through the replacement of the existing storage racks
with  higher  density  storage racks.  This  expansion  should  provide
sufficient  storage for Waterford 3 until after 2010.  An  ANO  storage
facility  using dry casks began operation in 1996 and has been expanded
since  and will be further expanded as needed.  The spent fuel  storage
facility  at  Pilgrim  is licensed to provide enough  storage  capacity
until approximately 2012. FitzPatrick has sufficient spent fuel storage
capacity  through  2002, and additional dry cask  storage  capacity  is
being constructed that will provide sufficient storage capacity through
2004 and will be expanded as needed.  Indian Point 2 and Indian Point 3
currently   have   sufficient  spent  fuel   storage   capacity   until
approximately 2004 and 2010, respectively.

Nuclear Decommissioning Costs

     Total approved decommissioning costs for rate recovery purposes as
of  December  31,  2001, for Entergy Arkansas', Entergy  Gulf  States',
Entergy   Louisiana's,  and  System  Energy's  nuclear  power   plants,
excluding SMEPA's share of Grand Gulf 1, are as follows:

                                             Total Approved Estimated
                                               Decommissioning Costs
                                                    (In Millions)

ANO 1 and ANO 2 (based on a 1998 cost study             $813.1
 reflecting 1997 dollars)
River Bend - Louisiana (based on a 1996 cost study       419.0
 reflecting 1996 dollars)
River Bend - Texas (based on a 1996 cost study           385.2
 reflecting 1996 dollars)
Waterford 3 (based on a 1994 updated study in 1993       320.1
 dollars)
Grand Gulf 1 (based on a 1994 cost study using 1993      341.1
 dollars)                                             --------
                                                      $2,278.5
                                                      ========

Entergy  records decommissioning liabilities for these  plants  as  the
estimated  decommissioning costs are collected  from  customers  or  as
earnings   on  the  trust  funds  are  realized.   The  decommissioning
liabilities recorded are discussed below.

     Entergy periodically reviews and updates estimated decommissioning
costs.   Although Entergy is presently under-recovering for Grand  Gulf
1,  Waterford  3,  and  River  Bend based  on  more  recent  estimates,
applications have been and will continue to be made to the  appropriate
regulatory  authorities to reflect projected decommissioning  costs  in
rates.  Decommissioning costs recovered in rates are deposited in trust
funds  and  reported  at market value based upon market  quotes  or  as
determined  by widely used pricing services.  These trust  fund  assets
largely  offset  the  accumulated  decommissioning  liability  that  is
recorded as accumulated depreciation for Entergy Arkansas, Entergy Gulf
States, and Entergy Louisiana, and are recorded as deferred credits for
System Energy and Entergy's domestic non-utility nuclear business.  The
liability associated with the trust funds received from Cajun with  the
transfer  of  Cajun's 30% share of River Bend is  also  recorded  as  a
deferred  credit  by  Entergy Gulf States.  The actual  decommissioning
costs  may  vary from the estimates because of regulatory requirements,
changes  in  technology, and increased costs of labor,  materials,  and
equipment.

      In June 2001, Entergy Arkansas received notification from the NRC
of  approval for a renewed operating license authorizing operations  at
ANO  1  through  May 2034.  In November 2001, the APSC ordered  Entergy
Arkansas to reflect 20-year license extensions in its determination  of
the  ANO 1 and ANO 2 decommissioning revenue requirements for rates  to
be  effective  January  1,  2002.  Entergy Arkansas  will  not  recover
decommissioning costs in 2002 for ANO 1 and 2 based on the extension of
the  ANO  1 license and the assumption that the ANO 2 license  will  be
extended  and  that the existing decommissioning trust funds,  together
with   their   expected  future  earnings,  will  meet  the   estimated
decommissioning costs.

      Entergy  Louisiana  prepared a decommissioning  cost  update  for
Waterford 3 in 1999 and produced a revised decommissioning cost  update
of  $481.5  million.  This cost update was filed with the LPSC  in  the
third quarter of 2000.

      In the Texas retail jurisdiction in a case filed with the PUCT in
March  2000,  Entergy  Gulf States included River Bend  decommissioning
costs  of  $481.5 million based on a 1999 cost update amount of  $525.8
million.   PUCT substantive rules for rate requests for decommissioning
limit  the  allowance  for contingencies to ten percent,  although  the
actual  estimate  employs greater contingency amounts.   In  LPSC  rate
reviews  filed  in  May  1999 and 2000, Entergy  Gulf  States  included
decommissioning costs based on a 1998 update of $562.7  million  and  a
1999  update  of  $525.8  million, respectively.   The  decommissioning
liability  for  the  30 percent share of River Bend formerly  owned  by
Cajun  was  funded  by a transfer of $132 million  to  the  River  Bend
Decommissioning   Trust  at  the  completion  of   Cajun's   bankruptcy
proceedings.

     System Energy included updated decommissioning costs (based on the
updated 1994 study) in its 1995 rate increase filing with FERC.   Rates
requested in this proceeding were placed into effect in December  1995,
subject  to  refund.  In July 2000, FERC issued an  order  approving  a
lower  decommissioning cost than what was requested by  System  Energy.
System Energy filed a motion for rehearing, which was granted, and FERC
affirmed  its previous decision.  System Energy adjusted its collection
to  the  FERC-approved level of $341 million in the  third  quarter  of
2001.   A 1999 decommissioning cost update of $540.8 million for  Grand
Gulf has not yet been filed with FERC.

      As  part  of the Pilgrim purchase, Boston Edison funded a  $471.3
million  decommissioning trust fund, which was transferred to  Entergy.
After  a  favorable tax determination regarding the trust fund, Entergy
returned  $43  million  of the trust fund to  Boston  Edison.   Entergy
believes that Pilgrim's decommissioning fund will be adequate to  cover
future  decommissioning  costs  for  the  Pilgrim  plant  without   any
additional deposits to the trust.

      As part of the Indian Point 1 and 2 purchase, Consolidated Edison
transferred a $430 million decommissioning trust fund, along  with  the
liability  to  decommission Indian Point  1  and  Indian  Point  2,  to
Entergy.  Entergy also funded an additional $25 million resulting in  a
total  fund of $455 million.  Entergy believes that Indian Point 1  and
2's  decommissioning  trust  fund will  be  adequate  to  cover  future
decommissioning costs for these plants without any additional  deposits
to the trust.

      For  the Indian Point 3 and FitzPatrick plants purchased in 2000,
NYPA  retained  the  decommissioning  trusts  and  the  decommissioning
liability.  NYPA and Entergy executed decommissioning agreements, which
specify  their  decommissioning obligations.  NYPA  has  the  right  to
require  Entergy to assume the decommissioning liability provided  that
it  assigns the corresponding decommissioning trust, up to a  specified
level,  to  Entergy.  If the decommissioning liability is  retained  by
NYPA, Entergy will perform the decommissioning of the plants at a price
equal  to  the  lesser of a pre-specified level or the  amount  in  the
decommissioning trusts. Entergy believes that the amounts available  to
it   under   either  scenario  are  sufficient  to  cover  the   future
decommissioning  costs  without  any additional  contributions  to  the
trusts.

      The  cumulative liabilities and decommissioning expenses recorded
in 2001 by Entergy were as follows:

                      Cumulative                      2001        Cumulative
                  Liabilities as of  2001 Trust Decommissioning Liabilities as
                     December 31,     Earnings       Expenses   of December 31,
                         2000                                         2001
                                          (In Millions)

ANO 1 and ANO 2         $283.3          $9.5              $-          $292.8
River Bend               215.5           5.1             6.2           226.8
Waterford 3               97.9           3.2            10.4           111.5
Grand Gulf 1             153.0           5.1           (23.8) (a)      134.3
Pilgrim                  454.0             - (b)        20.1           474.1
Indian Point 1 & 2       430.0 (c)         - (b)         5.3           435.3
                      --------         -----           -----        --------
                      $1,633.7         $22.9           $18.2        $1,674.8
                      ========         =====           =====        ========

  (a)  Totals for Grand Gulf 1 include the effect of the FERC-ordered
       refund.
  (b)  Trust earnings on the decommissioning trust funds for Pilgrim and
       Indian Point 1 & 2 are recorded as income and do not increase the
       decommissioning liability.
  (c)  Added in third quarter of 2001, when the units were acquired.

      In  2000 and 1999, ANO's decommissioning expense was $3.8 million
and  $10.7 million, respectively; River Bend's decommissioning  expense
was   $6.2  million  and  $7.6  million,  respectively;  Waterford  3's
decommissioning expense was $10.4 and $8.8 million, respectively; Grand
Gulf  1's decommissioning expense was $18.9 million in both years;  and
Pilgrim's   decommissioning  expense  was  $19.2  and   $6.8   million,
respectively.

      The  EPAct  contains a provision that assesses  domestic  nuclear
utilities with fees for the decontamination and decommissioning of  the
DOE's past uranium enrichment operations.  Annual assessments (in  2001
dollars),  which will be adjusted annually for inflation,  are  for  15
years  and  are  approximately $4.1 million for Entergy Arkansas,  $1.0
million  for  Entergy Gulf States, $1.6 million for Entergy  Louisiana,
and  $1.5 million for System Energy.  At December 31, 2001, five  years
of  assessments were remaining.  DOE fees are included in other current
liabilities  and other non-current liabilities and, as of December  31,
2001,  recorded  liabilities were $20.5 million for  Entergy  Arkansas,
$3.6  million  for  Entergy  Gulf  States,  $7.8  million  for  Entergy
Louisiana,  and $7.7 million for System Energy.  Regulatory  assets  in
the  financial statements offset these liabilities.  FERC requires that
utilities  treat  these  assessments as  costs  of  fuel  as  they  are
amortized  and recover these costs through rates in the same manner  as
other fuel costs.

Environmental Issues

(Entergy Arkansas)

      Entergy  Arkansas  has received notices  from  the  EPA  and  the
Arkansas  Department  of Environmental Quality  alleging  that  Entergy
Arkansas, along with others, may be a PRP for clean-up costs associated
with  a  site  in Arkansas.  As of December 31, 2001, Entergy  Arkansas
does  not  expect the remaining clean-up costs to exceed  its  recorded
liability of approximately $5 million.

(Entergy Gulf States)

      Entergy Gulf States has been designated as a PRP for the  cleanup
of  certain  hazardous waste disposal sites.  Entergy  Gulf  States  is
currently negotiating with the EPA and state authorities regarding  the
cleanup of these sites.    As of December 31, 2001, Entergy Gulf States
does  not  expect the remaining clean-up costs to exceed  its  recorded
liability of $15.1 million for the remaining sites at which the EPA has
designated Entergy Gulf States as a PRP.

(Entergy Louisiana and Entergy New Orleans)

     During 1993, the LDEQ issued new rules for solid waste regulation,
including regulation of wastewater impoundments.  Entergy Louisiana and
Entergy  New Orleans have determined that certain of their power  plant
wastewater  impoundments were affected by these  regulations  and  have
chosen  to  upgrade  or close them.  As a result, a remaining  recorded
liability in the amount of $5.8 million for Entergy Louisiana and  $0.5
million  for  Entergy  New Orleans existed at  December  31,  2001  for
wastewater  upgrades and closures.  Completion of this work is  pending
LDEQ approval.  Entergy Louisiana and Entergy New Orleans do not expect
the  remaining  costs  for work at these sites to exceed  the  recorded
provisions.

City Franchise Ordinances (Entergy New Orleans)

      Entergy New Orleans provides electric and gas service in the City
of  New  Orleans  pursuant to franchise ordinances.   These  ordinances
contain  a  continuing  option for the city  to  purchase  Entergy  New
Orleans'  electric and gas utility properties.  A resolution  to  study
the advantages for ratepayers that might result from an acquisition  of
these  properties  was filed in a committee of the Council  in  January
2001.   The  committee has deferred consideration of and has  taken  no
further  action  regarding  that resolution.   The  full  Council  must
approve  the resolution to commence such a study before it  can  become
effective.

Waterford 3 Lease Obligations (Entergy Louisiana)

      On  September  28,  1989, Entergy Louisiana  entered  into  three
identical   transactions  for  the  sale  and  leaseback  of  undivided
interests  (aggregating approximately 9.3%) in Waterford  3.   In  July
1997,  Entergy  Louisiana caused the lessors to  issue  $307.6  million
aggregate  principal  amount of Waterford 3  Secured  Lease  Obligation
Bonds,  8.76%  Series  due  2017, to refinance  the  outstanding  bonds
originally issued to finance the purchase of the undivided interests by
the  lessors.   The  lease payments were reduced to reflect  the  lower
interest  costs.   Upon  the  occurrence  of  certain  events,  Entergy
Louisiana  may  be obligated to pay amounts sufficient  to  permit  the
termination of the lease transactions and may be required to assume the
outstanding  bonds issued to finance, in part, the lessors' acquisition
of the undivided interests in Waterford 3.

Off Balance Sheet Turbine Financing Arrangement (Entergy Corporation)

     EWO obtained contracts in October 1999 to acquire 36 turbines from
General Electric.  Entergy's rights and obligations under the contracts
for 22 of the turbines were sold to a third party in May 2001.  Entergy
has  certain  rights to reacquire the turbines from  the  third  party,
whether pursuant to an interim lease commencing when a turbine is ready
for  shipment or pursuant to certain purchase rights.  If Entergy  does
not  take  title to the turbines prior to certain specified dates,  the
third party has certain rights to sell the turbines and Entergy may  be
held liable for specific defined shortfalls, if any.  Entergy's maximum
projected  exposure  under  this  arrangement  is  approximately   $250
million.   This exposure, however, does not take into account Entergy's
ongoing efforts to develop sites for the turbines.

Employment  Litigation (Entergy Corporation, Entergy Arkansas,  Entergy
Gulf States, Entergy Louisiana, and Entergy New Orleans)

      Entergy  Corporation,  Entergy  Arkansas,  Entergy  Gulf  States,
Entergy  Louisiana, and Entergy New Orleans are defendants in  numerous
lawsuits  filed by former employees asserting that they were wrongfully
terminated  and/or  discriminated against on the basis  of  age,  race,
and/or  sex.   Entergy  Corporation,  Entergy  Arkansas,  Entergy  Gulf
States,  Entergy  Louisiana,  and Entergy New  Orleans  are  vigorously
defending  these  suits  and  deny any  liability  to  the  plaintiffs.
Nevertheless,  no  assurance can be given as to the  outcome  of  these
cases.

Asbestos  and  Hazardous  Material  Litigation  (Entergy  Gulf  States,
Entergy Louisiana, Entergy New Orleans)

      Numerous lawsuits have been filed in federal and state courts  in
Texas  and Louisiana primarily by contractor employees in the 1950-1980
timeframe  against Entergy Gulf States, Entergy Louisiana, and  Entergy
New Orleans, as premises owners of power plants, for damages caused  by
alleged  exposure to asbestos or other hazardous material.  Many  other
defendants  are  named  in these lawsuits as  well.   Since  1992,  the
Entergy  companies  have resolved over 3 thousand  claims  for  nominal
amounts  that  in the aggregate total less than $13 million,  including
defense costs.  Some of this loss has been offset by reimbursement from
insurers.   Presently  there  are over 3 thousand  claims  pending  and
reserves  have been established that should be adequate  to  cover  any
exposure.  Additionally, negotiations continue with insurers to recover
more  reimbursement,  while new coverage is being secured  to  minimize
anticipated future potential exposures.  Management believes that  loss
exposure has been and will continue to be handled successfully so  that
the  ultimate resolution of these matters will not be material, in  the
aggregate, to its financial position or results of operation.

Grand Gulf 1-Related Agreements

Capital Funds Agreement (Entergy Corporation and System Energy)

      Entergy  Corporation  has  agreed to supply  System  Energy  with
sufficient capital to (i) maintain System Energy's equity capital at an
amount equal to a minimum of 35% of its total capitalization (excluding
short-term debt), and (ii) permit the continued commercial operation of
Grand  Gulf  1 and pay in full all indebtedness for borrowed  money  of
System  Energy when due.  In addition, under supplements to the Capital
Funds  Agreement  assigning  System Energy's  rights  as  security  for
specific debt of System Energy, Entergy Corporation has agreed to  make
cash capital contributions to enable System Energy to make payments  on
such debt when due.

      System  Energy has entered into agreements with Entergy Arkansas,
Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans whereby
they  are  obligated  to  purchase  their  respective  entitlements  of
capacity and energy from System Energy's 90% interest in Grand Gulf  1,
and  to  make payments that, together with other available  funds,  are
adequate  to  cover System Energy's operating expenses.  System  Energy
would  have  to  secure  funds  from other sources,  including  Entergy
Corporation's obligations under the Capital Funds Agreement,  to  cover
any  shortfalls  from payments received from Entergy Arkansas,  Entergy
Louisiana,  Entergy  Mississippi, and Entergy New Orleans  under  these
agreements.

Unit  Power  Sales  Agreement  (Entergy  Arkansas,  Entergy  Louisiana,
Entergy Mississippi, Entergy New Orleans, and System Energy)

      System Energy has agreed to sell all of its 90% share of capacity
and  energy  from Grand Gulf 1 to Entergy Arkansas, Entergy  Louisiana,
Entergy  Mississippi,  and  Entergy  New  Orleans  in  accordance  with
specified  percentages  (Entergy Arkansas-36%,  Entergy  Louisiana-14%,
Entergy  Mississippi-33%, and Entergy New Orleans-17%)  as  ordered  by
FERC.   Charges under this agreement are paid in consideration for  the
purchasing  companies' respective entitlement to receive  capacity  and
energy and are payable irrespective of the quantity of energy delivered
so  long  as  the unit remains in commercial operation.  The  agreement
will  remain  in  effect  until  terminated  by  the  parties  and  the
termination  is  approved  by FERC, most likely  upon  Grand  Gulf  1's
retirement  from service.  Monthly obligations for payments  under  the
agreement  are  approximately  $20 million  for  Entergy  Arkansas,  $7
million for Entergy Louisiana, $20 million for Entergy Mississippi, and
$9 million for Entergy New Orleans.

Availability  Agreement (Entergy Arkansas, Entergy  Louisiana,  Entergy
Mississippi, Entergy New Orleans, and System Energy)

      Entergy  Arkansas,  Entergy Louisiana, Entergy  Mississippi,  and
Entergy  New  Orleans are individually obligated to  make  payments  or
subordinated  advances  to  System Energy  in  accordance  with  stated
percentages  (Entergy Arkansas-17.1%, Entergy Louisiana-26.9%,  Entergy
Mississippi-31.3%, and Entergy New Orleans-24.7%) in amounts that, when
added  to  amounts  received under the Unit Power  Sales  Agreement  or
otherwise,  are  adequate  to cover all of  System  Energy's  operating
expenses  as  defined, including an amount sufficient to  amortize  the
cost  of Grand Gulf 2 over 27 years. (See Reallocation Agreement  terms
below.)  System Energy has assigned its rights to payments and advances
to  certain  creditors  as  security for  certain  obligations.   Since
commercial  operation of Grand Gulf 1, payments under  the  Unit  Power
Sales   Agreement   have  exceeded  the  amounts  payable   under   the
Availability   Agreement.    Accordingly,   no   payments   under   the
Availability Agreement have ever been required.  If Entergy Arkansas or
Entergy  Mississippi  fails  to make its  Unit  Power  Sales  Agreement
payments,  and  System  Energy is unable to  obtain  funds  from  other
sources, Entergy Louisiana and Entergy New Orleans could become subject
to  claims or demands by System Energy or its creditors for payments or
advances  under the Availability Agreement (or the assignments thereof)
equal  to  the  difference  between their  required  Unit  Power  Sales
Agreement payments and their required Availability Agreement payments.

Reallocation  Agreement (Entergy Arkansas, Entergy  Louisiana,  Entergy
Mississippi, Entergy New Orleans, and System Energy)

      System  Energy,  Entergy  Arkansas,  Entergy  Louisiana,  Entergy
Mississippi,  and  Entergy New Orleans entered  into  the  Reallocation
Agreement  relating to the sale of capacity and energy from Grand  Gulf
and the related costs, in which Entergy Louisiana, Entergy Mississippi,
and  Entergy  New  Orleans agreed to assume all  of  Entergy  Arkansas'
responsibilities and obligations with respect to Grand Gulf  under  the
Availability Agreement.  FERC's decision allocating a portion of  Grand
Gulf  1  capacity  and  energy  to  Entergy  Arkansas  supersedes   the
Reallocation  Agreement as it relates to Grand Gulf 1.   Responsibility
for  any  Grand  Gulf  2  amortization amounts  has  been  individually
allocated  (Entergy  Louisiana-26.23%, Entergy Mississippi-43.97%,  and
Entergy  New  Orleans-29.80%)  under  the  terms  of  the  Reallocation
Agreement.  However, the Reallocation Agreement does not affect Entergy
Arkansas'  obligation to System Energy's lenders under the  assignments
referred  to  in  the preceding paragraph.  Entergy Arkansas  would  be
liable  for  its  share of such amounts if Entergy  Louisiana,  Entergy
Mississippi,  and  Entergy  New  Orleans  were  unable  to  meet  their
contractual obligations.  No payments of any amortization amounts  will
be  required  so long as amounts paid to System Energy under  the  Unit
Power  Sales  Agreement,  including other  funds  available  to  System
Energy, exceed amounts required under the Availability Agreement, which
is expected to be the case for the foreseeable future.

Reimbursement Agreement (System Energy)

      In  December  1988, System Energy entered into two separate,  but
identical,  arrangements for the sale and leaseback of  an  approximate
aggregate 11.5% ownership interest in Grand Gulf 1.  In connection with
the  equity funding of the sale and leaseback arrangements, letters  of
credit  are required to be maintained to secure certain amounts payable
for  the  benefit  of the equity investors by System Energy  under  the
leases.   The current letters of credit are effective until  March  20,
2003.

      Under  the  provisions of a bank letter of  credit  reimbursement
agreement,  System Energy has agreed to a number of covenants  relating
to  the maintenance of certain capitalization and fixed charge coverage
ratios.   System  Energy agreed, during the term of  the  reimbursement
agreement, to maintain its equity at not less than 33% of its  adjusted
capitalization  (defined  in  the reimbursement  agreement  to  include
certain  amounts not included in capitalization for financial statement
purposes).   In addition, System Energy must maintain, with respect  to
each  fiscal quarter during the term of the reimbursement agreement,  a
ratio  of adjusted net income to interest expense (calculated, in  each
case,  as  specified in the reimbursement agreement) of at  least  1.60
times  earnings.   As  of  December 31, 2001,  System  Energy's  equity
approximated  46.35%  of  its adjusted capitalization,  and  its  fixed
charge coverage ratio for 2001 was 2.17.

Litigation (Entergy Corporation, Entergy Arkansas, Entergy Gulf States,
Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

      In  addition  to those discussed above, Entergy and the  domestic
utility  companies  are involved in a number of legal  proceedings  and
claims  in the ordinary course of their business.  While management  is
unable  to  predict the outcome of such litigation, it is not  expected
that  the  ultimate resolution of these matters will  have  a  material
adverse  effect  on  results of operations, cash  flows,  or  financial
condition of these entities.


NOTE 10.  LEASES

General

      As  of  December  31, 2001, Entergy had capital leases  and  non-
cancelable  operating  leases for equipment, buildings,  vehicles,  and
fuel storage facilities (excluding nuclear fuel leases and the sale and
leaseback transactions) with minimum lease payments as follows:

                            Capital Leases

                                                 Entergy     Entergy
Year                                   Entergy   Arkansas  Gulf States
                                               (In Thousands)

2002                                   $18,695    $9,646         $9,000
2003                                    18,695     9,646          9,000
2004                                    18,695     9,646          9,000
2005                                     9,660     9,611              -
2006                                     5,724     5,683              -
Years thereafter                         7,997     7,986              -
                                       -------   -------        -------
Minimum lease payments                  79,466    52,218         27,000
Less:  Amount
  representing interest                 20,197    16,075          4,082
                                       -------   -------        -------
Present value of net
  minimum lease payments               $59,269   $36,143        $22,918
                                       =======   =======        =======



                             Operating Leases

                                     Entergy     Entergy      Entergy
Year                        Entergy  Arkansas   Gulf States   Louisiana
                                       (In Thousands)

2002                        $89,517   $25,411      $19,671      $13,209
2003                         74,521    15,820       18,545       12,062
2004                         67,880    14,808       17,517       10,555
2005                         53,970    12,607       15,356        7,139
2006                         43,964     9,607       14,118        4,192
Years thereafter             65,435     6,318       11,256        2,145
                           --------   -------      -------      -------
Minimum lease payments     $395,287   $84,571      $96,463      $49,302
                           ========   =======      =======      =======

     Rental expense for Entergy's leases (excluding nuclear fuel leases
and  the  Grand Gulf 1 and Waterford 3 sale and leaseback transactions)
amounted  to $65.1 million, $53.3 million, and $65.2 million, in  2001,
2000,  and  1999, respectively.  These amounts include  $21.1  million,
$18.9  million, and $23.9 million for Entergy Arkansas; $22.0  million,
$18.9  million,  and $19.2 million for Entergy Gulf States;  and  $11.7
million,  $7.9  million, and $13.1 million for Entergy  Louisiana.   In
addition to the above rental expense, railcar operating lease payments,
which  are recorded in fuel expense, were $12.2 million in 2001,  $12.5
million  in  2000, and $12.6 million in 1999 for Entergy  Arkansas  and
$2.8 million in 2001 and 2000 and $4.1 million in 1999 for Entergy Gulf
States.   The  railcar lease payments are recorded as fuel  expense  in
accordance with regulatory treatment.

Nuclear  Fuel  Leases  (Entergy Arkansas, Entergy Gulf States,  Entergy
Louisiana, and System Energy)

      As  of  December 31, 2001, Entergy Arkansas, Entergy Gulf States,
Entergy  Louisiana,  and System Energy each had arrangements  to  lease
nuclear  fuel  in an aggregate amount up to $135 million, $90  million,
$90  million, and $95 million, respectively. As of December  31,  2001,
the  unrecovered cost base of Entergy Arkansas', Entergy Gulf  States',
Entergy  Louisiana's, and System Energy's nuclear fuel leases  amounted
to approximately $65.6 million, $67.7 million, $70.3 million, and $61.9
million,  respectively.   The  lessors  finance  the  acquisition   and
ownership  of  nuclear fuel through loans made under  revolving  credit
agreements,  the  issuance of commercial paper,  and  the  issuance  of
intermediate-term  notes.  The credit agreements for Entergy  Arkansas,
Entergy  Gulf  States,  Entergy  Louisiana,  and  System  Energy   have
termination dates of November 2003, November 2003, December  2004,  and
November  2003, respectively.  Such termination dates may  be  extended
from  time  to time with the consent of the lenders.  The intermediate-
term  notes  issued  pursuant  to these fuel  lease  arrangements  have
varying  maturities  through  March 15,  2005.   It  is  expected  that
additional  financing under the leases will be arranged  as  needed  to
acquire  additional  fuel, to pay interest, and to pay  maturing  debt.
However, if such additional financing cannot be arranged, the lessee in
each  case must repurchase sufficient nuclear fuel to allow the  lessor
to meet its obligations.

   Lease  payments  are  based on nuclear fuel use.   The  table  below
represents  the  total  nuclear  fuel  lease  payments  (principal  and
interest)  as  well  as  the  separate interest  component  charged  to
operations by the domestic utility companies and System Energy in 2001,
2000, and 1999:

                             2001              2000               1999
                       Lease              Lease               Lease
                      Payments  Interest Payments  Interest Payments  Interest
                                           (In Millions)

Entergy Arkansas        $54.1      $5.7    $42.7      $5.5     $48.6     $5.6
Entergy Gulf States      31.5       4.1     54.3       6.1      31.4      1.8
Entergy Louisiana        37.2       3.8     30.5       3.1      29.7      3.7
System Energy            26.5       3.6     31.2       5.2      28.1      3.4
                       ------     -----   ------     -----    ------    -----
Total                  $149.3     $17.2   $158.7     $19.9    $137.8    $14.5
                       ======     =====   ======     =====    ======    =====

Sale and Leaseback Transactions

Waterford 3 Lease Obligations (Entergy Louisiana)

      In  1989,  Entergy Louisiana sold and leased  back  9.3%  of  its
interest  in Waterford 3 for the aggregate sum of $353.6 million.   The
lease  has  an approximate term of 28 years.  The lessors financed  the
sale-leaseback  through  the  issuance of  Waterford  3  Secured  Lease
Obligation  Bonds.   The lease payments made by Entergy  Louisiana  are
sufficient to service the debt.

      In  1994,  Entergy  Louisiana did  not  exercise  its  option  to
repurchase  the  9.3% interest in Waterford 3.  As  a  result,  Entergy
Louisiana issued $208.2 million of non-interest bearing first  mortgage
bonds  as collateral for the equity portion of certain amounts  payable
under the lease.

      In  1997,  the lessors refinanced the outstanding bonds  used  to
finance  the  purchase  of Waterford 3 at lower interest  rates,  which
reduced the annual lease payments.

     Upon  the occurrence of certain events, Entergy Louisiana  may  be
obligated to assume the outstanding bonds used to finance the  purchase
of  the unit and to pay an amount sufficient to withdraw from the lease
transaction.   Such events include lease events of default,  events  of
loss,  deemed  loss  events,  or certain  adverse  "Financial  Events."
"Financial  Events"  include, among other things,  failure  by  Entergy
Louisiana,  following the expiration of any applicable  grace  or  cure
period,  to  maintain  (i)  total equity capital  (including  preferred
stock)  at  least equal to 30% of adjusted capitalization,  or  (ii)  a
fixed  charge coverage ratio of at least 1.50 computed on a rolling  12
month basis.

     As  of December 31, 2001, Entergy Louisiana's total equity capital
(including  preferred stock) was 48.37% of adjusted capitalization  and
its fixed charge coverage ratio for 2001 was 2.75.

      As  of  December 31, 2001, Entergy Louisiana had  future  minimum
lease  payments  (reflecting  an overall implicit  rate  of  7.45%)  in
connection with the Waterford 3 sale and leaseback transactions,  which
are recorded as long-term debt, as follows (in thousands):

2002                                                  $39,246
2003                                                   59,709
2004                                                   31,739
2005                                                   14,554
2006                                                   18,261
Years thereafter                                      407,874
                                                     --------
Total                                                 571,383
Less: Amount representing interest                    257,465
                                                     --------
Present value of net minimum lease payments          $313,918
                                                     ========

Grand Gulf 1 Lease Obligations (System Energy)

      In  December  1988,  System Energy sold 11.5%  of  its  undivided
ownership  interest  in  Grand Gulf 1 for the  aggregate  sum  of  $500
million.  Subsequently, System Energy leased back its interest  in  the
unit  for  a term of 26-1/2 years.  System Energy  has  the  option  of
terminating the lease and repurchasing the 11.5% interest in  the  unit
at  certain intervals during the lease.  Furthermore, at the end of the
lease  term,  System  Energy has the option of renewing  the  lease  or
repurchasing the 11.5% interest in Grand Gulf 1.

      System  Energy  is  required to report the  sale-leaseback  as  a
financing  transaction  in  its financial  statements.   For  financial
reporting purposes, System Energy expenses the interest portion of  the
lease  obligation  and  the  plant  depreciation.   However,  operating
revenues  include  the  recovery  of the  lease  payments  because  the
transactions  are accounted for as a sale and leaseback for  ratemaking
purposes.   Until 2004, the total of interest and depreciation  expense
exceeds  the  corresponding  revenues  realized.   Consistent  with   a
recommendation contained in a FERC audit report, System Energy recorded
as  a  net  deferred asset the difference between the recovery  of  the
lease  payments and the amounts expensed for interest and  depreciation
and is recording this difference as a deferred asset or liability on an
ongoing basis.  The amount of this net deferred asset was $88.7 million
and $100.8 million as of December 31, 2001 and 2000, respectively.

     As  of  December 31, 2001, System Energy had future minimum  lease
payments (reflecting an implicit rate of 7.02%), which are recorded  as
long-term debt as follows (in thousands):

2002                                                      $53,827
2003                                                       48,524
2004                                                       36,133
2005                                                       52,253
2006                                                       52,253
Years thereafter                                          470,276
                                                         --------
Total                                                     713,266
Less: Amount representing interest                        267,532
                                                         --------
Present value of net minimum lease payments              $445,734
                                                         ========


NOTE   11.   RETIREMENT  AND  OTHER  POSTRETIREMENT  BENEFITS  (Entergy
Corporation, Entergy Arkansas, Entergy Gulf States, Entergy  Louisiana,
Entergy Mississippi, Entergy New Orleans, and System Energy)

Pension Plans

       Entergy   has   five  postretirement  benefit  plans,   "Entergy
Corporation  Retirement  Plan for Non-Bargaining  Employees,"  "Entergy
Corporation   Retirement  Plan  for  Bargaining  Employees,"   "Entergy
Corporation Retirement Plan II for Non-Bargaining Employees,"  "Entergy
Corporation Retirement Plan II for Bargaining Employees," and  "Entergy
Corporation  Retirement  Plan III" covering substantially  all  of  its
domestic employees. Except for the Entergy Corporation Retirement  Plan
III, the pension plans are noncontributory and provide pension benefits
that  are based on employees' credited service and compensation  during
the  final years before retirement.  The Entergy Corporation Retirement
Plan  III  includes a mandatory employee contribution of 3% of earnings
during  the first 10 years of plan participation, and allows  voluntary
contributions  from  1%  to 10% of earnings  for  a  limited  group  of
employees.  Entergy Corporation and its subsidiaries fund pension costs
in  accordance with contribution guidelines established by the Employee
Retirement  Income Security Act of 1974, as amended, and  the  Internal
Revenue  Code  of  1986, as amended.  The assets of the  plans  include
common  and  preferred stocks, fixed-income securities, interest  in  a
money market fund, and insurance contracts.

     Total 2001, 2000, and 1999 pension cost of Entergy Corporation and
its subsidiaries, including amounts capitalized, included the following
components (in thousands):

<TABLE>
<CAPTION>
               2001                           Entergy    Entergy    Entergy    Entergy     Entergy     System
                                    Entergy  Arkansas  Gulf States Louisiana Mississippi New Orleans   Energy
<S>                                  <C>       <C>        <C>        <C>        <C>           <C>       <C>
Service cost - benefits earned
  during the period                  $49,166    $9,207      $6,645    $5,358      $2,659       $1,280   $2,423
Interest cost on projected
  benefit obligation                 118,448    30,746      26,292    19,114      10,602        3,643    3,366
Expected return on assets           (157,889)  (41,308)    (44,511)  (31,089)    (16,547)      (2,712)  (3,865)
Amortization of transition asset      (7,142)   (2,336)          -    (2,792)     (1,250)           -     (319)
Amortization of prior service cost     5,735     1,697       1,896       759         694          262       59
Recognized net (gain)/loss            (6,573)   (2,228)     (7,266)   (2,398)     (1,406)         172      (52)
                                    --------------------------------------------------------------------------
Net pension cost (income)             $1,745   ($4,222)   ($16,944) ($11,048)    ($5,248)      $2,645   $1,612
                                    ==========================================================================
</TABLE>
<TABLE>
<CAPTION>

               2000                            Entergy    Entergy    Entergy    Entergy     Entergy    System
                                     Entergy  Arkansas  Gulf States Louisiana Mississippi New Orleans  Energy
<S>                                  <C>        <C>         <C>       <C>        <C>          <C>        <C>
Service cost - benefits earned
  during the period                   $37,130    $8,125      $6,051    $4,710      $2,314      $1,138    $2,140
Interest cost on projected
  benefit obligation                  108,782    31,128      25,135    18,287      11,268       3,591     2,430
Expected return on assets            (145,717)  (38,571)    (41,322)  (28,588)    (15,341)     (2,710)   (3,014)
Amortization of transition asset       (9,740)   (2,336)     (2,387)   (2,823)     (1,250)       (180)     (319)
Amortization of prior service cost     12,953     1,701       1,896       805         669         262        59
Recognized net (gain)/loss             (8,576)     (200)     (7,204)   (1,849)       (292)        247       (96)
                                      -------------------------------------------------------------------------
Net pension cost (income)             ($5,168)    ($153)   ($17,831)  ($9,458)    ($2,632)     $2,348    $1,200
                                      =========================================================================
</TABLE>
<TABLE>
<CAPTION>
               1999                           Entergy     Entergy    Entergy     Entergy     Entergy    System
                                    Entergy   Arkansas  Gulf States Louisiana  Mississippi New Orleans  Energy
<S>                                  <C>         <C>         <C>        <C>         <C>          <C>      <C>
Service cost - benefits earned
  during the period                  $39,327     $8,723      $6,531     $4,948      $2,278        $997    $2,334
Interest cost on projected
  benefit obligation                 104,591     29,457      24,757     17,950      10,810       3,296     3,017
Expected return on assets           (130,535)   (34,784)    (37,170)   (25,629)    (13,815)     (2,601)   (3,738)
Amortization of transition asset      (9,740)    (2,336)     (2,387)    (2,808)     (1,250)       (195)     (482)
Amortization of prior service cost    11,362      1,227       1,434        558         480         165        64
                                     ---------------------------------------------------------------------------
Net pension cost (income)            $15,005     $2,287     ($6,835)   ($4,981)    ($1,497)     $1,662    $1,195
                                     ===========================================================================

</TABLE>

     The  funded  status  of  Entergy's various  pension  plans  as  of
December 31, 2001 and 2000 was (in thousands):
<TABLE>
<CAPTION>

              2001                           Entergy    Entergy    Entergy     Entergy     Entergy    System
                                  Entergy   Arkansas  Gulf States Louisiana  Mississippi New Orleans  Energy
<S>                              <C>         <C>         <C>        <C>         <C>          <C>      <C>
Change in Projected Benefit
Obligation (PBO)
Balance at 12/31/00              $1,602,673  $441,108    $352,815   $259,365    $158,166     $51,491  $36,895
Service cost                         49,166     9,207       6,645      5,358       2,659       1,280    2,423
Interest cost                       118,448    30,746      26,292     19,114      10,602       3,643    3,366
Amendment                               212       (48)          -          -         260           -        -
Actuarial (gain)/loss                16,369   (18,323)     10,753      6,911     (11,759)     (1,880)   8,002
Benefits paid                       (88,476)  (25,137)    (25,598)   (18,296)    (10,120)     (2,140)    (122)
Acquisition                          22,100         -           -          -           -           -        -
                                 ----------------------------------------------------------------------------
Balance at 12/31/01              $1,720,492  $437,553    $370,907   $272,452    $149,808     $52,394  $50,564
                                 ----------------------------------------------------------------------------

Change in Plan Assets
Fair value of assets at 12/31/00 $1,843,115  $484,060    $522,257   $362,427    $193,788     $31,707  $36,915
Actual return on plan assets        (80,335)  (15,056)    (28,201)   (20,566)     (9,052)      2,243    3,756
Employer contributions               10,532         -           -          -           -           -        -
Employee contributions                2,000         -           -          -           -           -        -
Benefits paid                       (88,476)  (25,137)    (25,598)   (18,296)    (10,120)     (2,140)    (122)
                                 ----------------------------------------------------------------------------
Fair value of assets at 12/31/01 $1,686,836  $443,867    $468,458   $323,565    $174,616     $31,810  $40,549
                                 ----------------------------------------------------------------------------

Funded status                      ($33,656)   $6,314     $97,551    $51,113     $24,808    ($20,584)($10,015)
Unrecognized transition asset        (3,202)        -           -          -        (222)          -   (1,262)
Unrecognized prior service cost      40,330    13,299      11,516      5,813       4,334       1,979      364
Unrecognized net (gain)/loss        (70,934)  (37,662)   (101,785)   (27,798)    (19,620)      7,819    1,205
                                 ----------------------------------------------------------------------------
Prepaid/(accrued) pension cost     ($67,462) ($18,049)     $7,282    $29,128      $9,300    ($10,786) ($9,708)
                                 ============================================================================
</TABLE>
<TABLE>
<CAPTION>
              2000                            Entergy    Entergy    Entergy    Entergy     Entergy    System
                                   Entergy   Arkansas  Gulf States Louisiana Mississippi New Orleans  Energy
<S>                               <C>         <C>         <C>       <C>         <C>          <C>       <C>
Change in Projected Benefit
Obligation (PBO)
Balance at 12/31/99               $1,499,601  $424,554    $348,217  $256,949    $153,262     $46,042   $43,262
Service cost                          37,130     8,125       6,051     4,710       2,314       1,138     2,140
Interest cost                        108,782    31,128      25,135    18,287      11,268       3,591     2,430
Amendment                             18,376     5,321       5,166     3,139       2,129       1,220        11
Actuarial (gain)/loss                (32,916)   (3,455)     (6,134)   (7,077)       (901)      1,739   (10,810)
Benefits paid                        (85,185)  (24,565)    (25,620)  (16,643)     (9,906)     (2,239)     (138)
Acquisitions                          56,884         -           -         -           -           -         -
                                  ----------------------------------------------------------------------------
Balance at 12/31/00               $1,602,672  $441,108    $352,815  $259,365    $158,166     $51,491   $36,895
                                  ----------------------------------------------------------------------------

Change in Plan Assets
Fair value of assets at 12/31/99  $1,965,178  $518,262    $563,597  $389,755    $207,475     $31,370   $56,442
Actual return on plan assets         (40,047)   (9,637)    (15,720)  (10,685)     (3,781)      2,576   (19,389)
Employer contributions                 3,083         -           -         -           -           -         -
Employee contributions                    86         -           -         -           -           -         -
Benefits paid                        (85,185)  (24,565)    (25,620)  (16,643)     (9,906)     (2,239)     (138)
                                  ----------------------------------------------------------------------------
Fair value of assets at 12/31/00  $1,843,115  $484,060    $522,257  $362,427    $193,788     $31,707   $36,915
                                  ----------------------------------------------------------------------------

Funded status                       $240,443   $42,952    $169,442  $103,062     $35,622    ($19,784)      $20
Unrecognized transition asset        (10,094)   (2,336)          -    (2,792)     (1,250)          -    (1,262)
Unrecognized prior service cost       44,223    14,822      13,050     6,572       4,915       2,241       364
Unrecognized net (gain)/loss        (328,642)  (77,710)   (192,154)  (88,761)    (35,234)      9,402    (7,219)
                                  ----------------------------------------------------------------------------
Prepaid/(accrued) pension cost      ($54,070) ($22,272)    ($9,662)  $18,081      $4,053     ($8,141)  ($8,097)
                                  ============================================================================

</TABLE>

Other Postretirement Benefits

      Entergy also provides health care and life insurance benefits for
retired  employees.   Substantially all domestic employees  may  become
eligible  for these benefits if they reach retirement age  while  still
working for Entergy.

      Effective  January  1,  1993, Entergy  adopted  SFAS  106,  which
required a change from a cash method to an accrual method of accounting
for  postretirement benefits other than pensions. At January  1,  1993,
the   actuarially   determined   accumulated   postretirement   benefit
obligation (APBO) earned by retirees and active employees was estimated
to be approximately $241.4 million for Entergy (other than Entergy Gulf
States) and $128 million for Entergy Gulf States.  Such obligations are
being amortized over a 20-year period that began in 1993.

      Entergy Arkansas, the portion of Entergy Gulf States regulated by
the  PUCT,  Entergy Mississippi, and Entergy New Orleans have  received
regulatory  approval to recover SFAS 106 costs through rates.   Entergy
Arkansas began recovery in 1998, pursuant to an APSC order.  This order
also   allowed   Entergy  Arkansas  to  amortize  a  regulatory   asset
(representing   the  difference  between  SFAS  106  costs   and   cash
expenditures for other postretirement benefits incurred for a five-year
period that began January 1, 1993) over a 15-year period that began  in
January 1998.

      The LPSC ordered the portion of Entergy Gulf States regulated  by
the LPSC and Entergy Louisiana to continue the use of the pay-as-you-go
method  for ratemaking purposes for postretirement benefits other  than
pensions.   However,  the  LPSC  retains  the  flexibility  to  examine
individual   companies'  accounting  for  postretirement  benefits   to
determine if special exceptions to this order are warranted.

      Pursuant  to  regulatory  directives, Entergy  Arkansas,  Entergy
Mississippi,  Entergy New Orleans, the portion of Entergy  Gulf  States
regulated  by  the PUCT, and System Energy fund postretirement  benefit
obligations collected in rates.  System Energy is funding on behalf  of
Entergy  Operations postretirement benefits associated with Grand  Gulf
1.   Entergy  Louisiana and Entergy Gulf States continue to  recover  a
portion  of these benefits regulated by the LPSC and FERC on a  pay-as-
you-go  basis.  The assets of the various postretirement benefit  plans
other than pensions include common stocks, fixed-income securities, and
a money market fund.

     Total 2001, 2000, and 1999 postretirement benefit costs of Entergy
Corporation  and  its subsidiaries, including amounts  capitalized  and
deferred, included the following components (in thousands):
<TABLE>
<CAPTION>

                 2001                           Entergy    Entergy    Entergy    Entergy     Entergy     System
                                       Entergy  Arkansas Gulf States Louisiana Mississippi New Orleans   Energy
<S>                                     <C>       <C>         <C>       <C>        <C>          <C>        <C>
Service cost - benefits earned
  during the period                     $24,225   $4,969      $3,606    $2,707      $1,302         $739    $1,094
Interest cost on APBO                    38,811    8,551       8,911     5,527       2,816        3,158       907
Expected return on assets               (12,578)  (3,218)     (4,104)        -      (1,933)      (1,832)     (959)
Amortization of transition obligation    17,874    3,954       5,803     2,971       1,502        2,678       220
Amortization of prior service cost          992      245         278       141          87           89        24
Recognized net (gain)/loss               (1,506)     173      (1,028)       45           -         (180)        -
                                        -------------------------------------------------------------------------
Net postretirement benefit cost         $67,818  $14,674     $13,466   $11,391      $3,774       $4,652    $1,286
                                        =========================================================================

</TABLE>
<TABLE>
<CAPTION>
                2000                             Entergy    Entergy    Entergy    Entergy     Entergy    System
                                       Entergy  Arkansas  Gulf States Louisiana Mississippi New Orleans  Energy
<S>                                     <C>       <C>         <C>        <C>        <C>          <C>        <C>
Service cost - benefits earned
  during the period                     $18,252    $4,395      $3,147    $2,405      $1,236        $667      $998
Interest cost on APBO                    34,022     7,945       8,346     5,073       2,714       3,012       788
Expected return on assets               (10,566)   (2,196)     (3,682)        -      (1,696)     (1,661)     (811)
Amortization of transition obligation    17,874     3,954       5,803     2,971       1,502       2,678       220
Amortization of prior service cost          520       123         161        71          44          45        12
Recognized net (gain)                    (3,070)        -      (1,803)      (30)          -        (561)       (8)
                                        -------------------------------------------------------------------------
Net postretirement benefit cost         $57,032   $14,221     $11,972   $10,490      $3,800      $4,180    $1,199
                                        =========================================================================
</TABLE>
<TABLE>
<CAPTION>
                1999                             Entergy    Entergy    Entergy    Entergy     Entergy    System
                                       Entergy  Arkansas  Gulf States Louisiana Mississippi New Orleans  Energy
<S>                                     <C>       <C>         <C>        <C>        <C>          <C>        <C>
Service cost - benefits earned
  during the period                     $16,950    $3,952      $3,227    $2,140      $1,009        $512      $982
Interest cost on APBO                    29,467     6,596       8,206     4,234       2,167       2,699       631
Expected return on assets                (8,208)   (1,309)     (2,980)        -      (1,634)     (1,425)     (522)
Amortization of transition obligation    17,874     3,954       5,803     2,971       1,502       2,678       222
Amortization of prior service cost           44         -          44         -           -           -         -
Recognized net (gain)                    (1,452)        -        (393)     (227)        (69)       (616)       (8)
                                        -------------------------------------------------------------------------
Net postretirement benefit cost         $54,675   $13,193     $13,907    $9,118      $2,975      $3,848    $1,305
                                        =========================================================================

</TABLE>

     The funded status of Entergy's postretirement plans as of December
31, 2001 and 2000 was (in thousands):
<TABLE>
<CAPTION>


               2001                            Entergy    Entergy    Entergy     Entergy     Entergy    System
                                    Entergy   Arkansas  Gulf States Louisiana  Mississippi New Orleans  Energy
<S>                                  <C>       <C>         <C>         <C>         <C>         <C>      <C>
Change in APBO
Balance at 12/31/00                  $507,756  $114,667    $118,824    $72,721     $38,994     $42,133  $11,990
Service cost                           24,225     4,969       3,606      2,707       1,302         739    1,094
Interest cost                          38,811     8,551       8,911      5,527       2,816       3,158      907
Actuarial loss                         44,289     8,573       9,203      7,182       1,680       4,406    1,536
Benefits paid                         (37,403)   (8,825)     (9,293)    (6,438)     (2,996)     (4,452)    (524)
Acquisitions                           13,053         -           -          -           -
                                     --------------------------------------------------------------------------
Balance at 12/31/01                  $590,731  $127,935    $131,251    $81,699     $41,796     $45,984  $15,003
                                     --------------------------------------------------------------------------

Change in Plan Assets
Fair value of assets at 12/31/00     $143,038   $32,843     $44,408  $       -     $21,657     $26,217  $11,655
Actual return on plan assets              663       160         222          -          43         327     (163)
Employer contributions                 51,892    16,155      13,106      6,438       4,151       5,668    1,583
Benefits paid                         (37,403)   (8,825)     (9,293)    (6,438)     (2,996)     (4,452)    (524)
                                     --------------------------------------------------------------------------
Fair value of assets at 12/31/01     $158,190   $40,333     $48,443   $      -     $22,855     $27,760  $12,551
                                     --------------------------------------------------------------------------

Funded status                       ($432,541) ($87,602)   ($82,808)  ($81,699)   ($18,941)   ($18,224) ($2,452)
Unrecognized transition obligation    126,196    43,482      63,838     32,691      16,521      29,471    2,453
Unrecognized prior service cost         4,514     1,103       1,302        636         393         402      103
Unrecognized net (gain)/loss           70,208    19,391     (10,198)     3,670       5,787      (2,250)     640
                                    ---------------------------------------------------------------------------
Prepaid/(accrued) postretirement    ($231,623) ($23,626)   ($27,866)  ($44,702)     $3,760      $9,399     $744
benefit asset/(liability)           ===========================================================================
</TABLE>
<TABLE>
<CAPTION>

               2000                            Entergy     Entergy    Entergy     Entergy     Entergy     System
                                    Entergy    Arkansas  Gulf States Louisiana  Mississippi New Orleans   Energy
<S>                                  <C>         <C>        <C>         <C>         <C>          <C>        <C>
Change in APBO
Balance at 12/31/99                  $429,772    $95,656    $118,295    $61,156     $31,133      $38,363    $9,546
Service cost                           18,252      4,395       3,147      2,405       1,236          667       998
Interest cost                          34,022      7,945       8,346      5,073       2,714        3,012       788
Amendment                               5,691      1,471       1,406        848         524          536       139
Actuarial (gain)/loss                  34,759     13,486      (3,845)     8,551       6,060        3,891     1,104
Benefits paid                         (33,238)    (8,286)     (8,525)    (5,312)     (2,673)      (4,336)     (585)
Acquisitions                           18,498          -           -          -           -            -         -
                                     -----------------------------------------------------------------------------
Balance at 12/31/00                  $507,756   $114,667    $118,824    $72,721     $38,994      $42,133   $11,990
                                     -----------------------------------------------------------------------------

Change in Plan Assets
Fair value of assets at 12/31/99     $120,208    $22,205     $39,045  $       -     $19,614      $23,716    $9,549
Actual return on plan assets            3,719        808       1,448          -         422          584       288
Employer contributions                 52,339     18,116      12,440      5,312       4,294        6,253     2,403
Benefits paid                         (33,238)    (8,286)     (8,525)    (5,312)     (2,673)      (4,336)     (585)
Acquisitions                               10          -           -          -           -            -         -
                                     -----------------------------------------------------------------------------
Fair value of assets at 12/31/00     $143,038    $32,843     $44,408   $      -     $21,657      $26,217   $11,655
                                     -----------------------------------------------------------------------------

Funded status                       ($364,718)  ($81,824)   ($74,416)  ($72,721)   ($17,337)    ($15,916)    ($335)
Unrecognized transition obligation    137,669     47,436      69,641     35,662      18,023       32,149     2,673
Unrecognized prior service cost         5,506      1,348       1,580        777         480          491       127
Unrecognized net (gain)/loss           18,900      7,933     (24,311)    (3,467)      2,217       (8,341)   (2,018)
                                     -----------------------------------------------------------------------------
Prepaid/(accrued) postretirement    ($202,643)  ($25,107)   ($27,506)  ($39,749)     $3,383       $8,383      $447
benefit asset/(liability)           ==============================================================================


</TABLE>

The  assumed health care cost trend rate used in measuring the APBO  of
Entergy  was  8%  for 2002, gradually decreasing each  successive  year
until  it reaches 5% in 2009 and beyond.  A one percentage-point change
in  the  assumed  health care cost trend rate for 2001 would  have  the
following effects (in thousands):

                         1 Percentage Point     1 Percentage Point
                             Increase                 Decrease
        2001           Increase   Increase   Decrease in    Decrease
                        in the   in the sum    the APBO    in the sum
                         APBO    of service                of service
                                  cost and                  cost and
                                  interest                  interest
                                    cost                      cost

Entergy                $61,321      $8,651       $51,408     $7,077
Entergy Arkansas       $12,480      $1,767       $10,509     $1,451
Entergy Gulf States    $12,975      $1,624       $10,951     $1,337
Entergy Louisiana       $7,512      $1,014        $6,356       $839
Entergy Mississippi     $3,834        $494        $3,240       $408
Entergy New Orleans     $3,383        $376        $2,914       $315
System Energy           $1,938        $328        $1,599       $265

The  significant actuarial assumptions used in determining the  pension
PBO and the SFAS 106 APBO for 2001, 2000, and 1999 were as follows:

                                           2001       2000       1999

Weighted-average discount rate            7.50%      7.50%      7.50%
Weighted-average rate of increase
  in future compensation levels           4.60%      4.60%      4.60%
Expected long-term rate of
  return on plan assets:
         Taxable assets                   5.50%      5.50%      5.50%
         Non-taxable assets               9.00%      9.00%      9.00%

Entergy's remaining pension transition assets are being amortized  over
the  greater of the remaining service period of active participants  or
15  years  and its SFAS 106 transition obligations are being  amortized
over 20 years.


NOTE  12.   BUSINESS  SEGMENT  INFORMATION   (Entergy  Corporation  and
Entergy New Orleans)

     Entergy's reportable segments as of December 31, 2001 are domestic
utility,  domestic non-utility nuclear, and energy commodity  services.
Domestic  utility  provides  retail electric  service  in  portions  of
Arkansas,  Louisiana, Mississippi, and Texas, and provides natural  gas
utility  service  in  portions of Louisiana.  Entergy's  domestic  non-
utility nuclear segment is focused on acquiring, owning, operating, and
selling  power  from nuclear power plants and providing operations  and
management services to nuclear power plants owned by other utilities in
the United States.  Energy commodity services includes the: 1) Entergy-
Koch  joint venture, engaged in the marketing of wholesale electricity,
gas,   other   generating  fuels,  electric  capacity,  and   financial
instruments, and also transports and stores natural gas; and 2) Entergy
Wholesale   Operations,  focused  on  acquiring  or  developing   power
generation  projects  in North America and Europe. Entergy's  operating
segments  are strategic business units managed separately due to  their
different  operating  and  regulatory  environments.   Entergy's  chief
operating  decision maker is its Office of the Chief  Executive,  which
consists of its highest-ranking officers.

     During  the  third quarter of 2001, Entergy began  integration  of
Entergy-Koch and Entergy Wholesale Operations into the energy commodity
services segment. Prior to the third quarter of 2001, Entergy-Koch  and
Entergy Wholesale Operations were reported as separate segments.  Prior
to  the first quarter of 2001, Entergy reported its power marketing and
trading  segment separately.  On January 31, 2001, Entergy  contributed
substantially  all  of  its power marketing  and  trading  business  to
Entergy-Koch,  which  is  now a part of the energy  commodity  services
segment.   Results from Entergy-Koch are reported as equity in earnings
of  unconsolidated equity affiliates in the financial statements.   See
Note  13  to  the  financial statements for further discussion  of  the
investment in Entergy-Koch, L.P.  The segment financial information for
1999 and 2000 has been restated to conform with the 2001 presentation.

     "All other" includes the parent company, Entergy Corporation,  and
other  business activity, which is principally gains or losses  on  the
sales of businesses and the earnings on the proceeds of those sales.

     Entergy's   segment  financial  information  is  as  follows   (in
thousands):
<TABLE>
<CAPTION>
                                           Domestic    Domestic      Energy   All Other*  Eliminations Consolidated
                                            Utility   Non-Utility  Commodity
                                                       Nuclear*    Services*
2001
<S>                                        <C>           <C>       <C>           <C>          <C>         <C>
Operating revenues                         $7,432,920    $789,244  $1,370,485    $34,603       ($6,353)   $9,620,899
Deprec, amort. & decomm.                      667,333      17,706      34,667      4,516             -       724,222
Amort. of rate deferrals                       16,583           -           -          -             -        16,583
Interest income                                79,702      54,053      23,169     37,235       (34,354)      159,805
Equity in earnings of
  unconsolidated equity affiliates                  -           -     180,956          -             -       180,956
Interest charges                              576,705      81,114      74,953     41,558       (34,353)      739,977
Income taxes                                  300,284      80,053      74,493        863             -       455,693
Cumulative effect of accounting change              -           -      23,482          -             -        23,482
Net income (loss)                             574,554     127,880     105,939    (57,866)            -       750,507
Total assets                               20,309,695   3,449,156   2,377,733    863,906    (1,090,179)   25,910,311
Investment in affiliates - at equity              214           -     765,889          -             -       766,103
Cash paid for long-lived asset additions    1,110,484     705,216     199,387     21,550             -     2,036,637

</TABLE>
<TABLE>
<CAPTION>

                                           Domestic  Domestic Non-   Energy   All Other*  Eliminations Consolidated
                                           Utility     Utility     Commodity
                                                       Nuclear*    Services*
<S>                                        <C>           <C>       <C>           <C>          <C>         <C>
2000
Operating revenues                        $7,401,598     $298,147  $2,353,792    $32,450      ($63,858)  $10,022,129
Deprec, amort. & decomm.                     770,144        1,191      10,996      3,278             -       785,609
Amort. of rate deferrals                      30,392            -           -          -             -        30,392
Interest income                               57,795       29,534       5,838     78,390        (8,507)      163,050
Equity in earnings of
  unconsolidated equity affiliates                 -            -      13,715          -             -        13,715
Interest charges                             515,156       33,213      (3,725)    22,103        (9,317)      557,430
Income taxes                                 435,667       31,492      24,689    (12,927)            -       478,921
Net income                                   618,263       49,158      54,908    (11,414)            -       710,915
Total assets                              20,567,433    2,227,177   2,590,678    620,104      (553,496)   25,451,896
Investment in affiliates - at equity             214            -     136,273          -             -       136,487
Cash paid for long-lived asset additions   1,080,055       63,593     390,298      9,771             -     1,543,717

</TABLE>
<TABLE>
<CAPTION>

                                           Domestic   Domestic      Energy   All Other*  Eliminations Consolidated
                                           Utility   Non-Utility  Commodity
                                                      Nuclear*    Services*
<S>                                        <C>           <C>       <C>           <C>          <C>         <C>
1999
Operating revenues                        $6,414,623    $109,699  $2,292,158   ($17,030)     ($33,815)  $8,765,635
Deprec, amort. & decomm.                     732,182         131       6,934      5,622             -      744,869
Amort. of rate deferrals                     115,627           -           -          -             -      115,627
Interest income                               49,556       8,673      15,459     73,453        (3,540)     143,601
Equity in earnings of
  unconsolidated equity affiliates                 -           -       7,593          -             -        7,593
Interest charges                             536,543       7,527       9,392      5,679        (3,540)     555,601
Income taxes                                 351,448      10,525     (28,998)    23,692             -      356,667
Net income (loss)                            553,525      15,705     (39,940)    65,736             -      595,026
Total assets                              18,941,603     573,330   1,832,316  1,816,532      (193,841)  22,969,940
Investment in affiliates - at equity             214           -     117,164          -             -      117,378
Cash paid for long-lived asset additions     761,356      92,625     420,024      2,709             -    1,276,714


</TABLE>


Businesses   marked  with  *  are  referred  to  as  the   "competitive
businesses,"  with  the  exception  of  the  parent  company,   Entergy
Corporation,  which  is  also  included  in  the  "All  Other"  column.
Eliminations are primarily intersegment activity.

Products and Services

      In  addition  to  retail electric service,  Entergy  New  Orleans
supplies natural gas services in the City of New Orleans.  Revenue from
these  two  services  is separately reported in  Entergy  New  Orleans'
Income Statements.

Geographic Areas

       For   the   year  ended  December  31,  2001,  Entergy   derived
approximately 6% of its revenue from outside of the United States.  For
the  years  ended 2000 and 1999, Entergy derived less than  1%  of  its
operating revenue from outside of the United States.

     Long-lived   assets  as  of  December  31  were  as  follows   (in
thousands):

                            2001          2000          1999

          Domestic      $16,842,158    $15,425,915  $14,751,166
          Foreign           421,870      1,019,831      749,590
                        -----------    -----------  -----------
          Consolidated  $17,264,028    $16,445,746  $15,500,756
                        ===========    ===========  ===========

NOTE 13.  EQUITY METHOD INVESTMENTS  (Entergy Corporation)

     In January 2001, subsidiaries of Entergy and Koch Industries, Inc.
formed  a limited partnership, Entergy-Koch, L.P.  Entergy-Koch engages
in  the gathering, transmission, and storage of natural gas in the Gulf
Coast  region  of  the  United States through its Gulf  South  Pipeline
subsidiary.  Entergy-Koch engages in physical and financial natural gas
and  power  trading,  and weather derivatives trading,  in  the  United
States,  the  United  Kingdom, Western Europe, and Canada  through  its
Entergy-Koch   Trading   subsidiaries.   In  the   formation   of   the
partnership,  Entergy  contributed  most  of  the  assets  and  trading
contracts of its power marketing and trading business and $414  million
of  cash.   Koch  Industries contributed its  8,800-mile  Koch  Gateway
Pipeline (which has been renamed the Gulf South Pipeline), gas  storage
facilities  including the 65.8 BCF Bistineau storage  facility  located
near Shreveport, Louisiana, and Koch Energy Trading, which marketed and
traded  electricity, gas, weather derivatives, and other energy-related
commodities and services.

     Entergy  and  Koch have equal ownership interests in Entergy-Koch,
L.P.,  which  is governed by an eight-member board of directors.   Each
partner  appointed four members of the board.  Although  the  ownership
interests are equal, the partnership agreement allocates Entergy-Koch's
profits differently through 2003 based upon the source of the earnings.
Losses  and distributions from operations are allocated to the partners
equally.  These significantly disproportionate profit allocations  were
favorable to Entergy in the aggregate in 2001.  In 2004,  a revaluation
of  Entergy-Koch's assets for capital account purposes will occur,  and
future  profit  allocations  will change after  the  revaluation.   The
profit  allocations  other than for weather trading  and  international
trading  are  expected to become equal, unless special allocations  are
necessary  to  equalize  the  partners'  capital  accounts.    Earnings
allocated  under  the  terms  of the partnership  agreement  constitute
equity, not subject to reallocation, for the partners.

      Entergy also owns investments in the following companies that  it
accounts  for  under the equity method of accounting:  Generandes  Peru
S.A.  (in  which  Entergy owns 34% of the voting power),  a  privatized
generation  company that provides a significant portion of  electricity
for  Lima,  Peru; Compania Electrica San Isidro S.A. (in which  Entergy
owns 25% of the voting power), a power plant that provides power to the
Chilean  market  with a portion under contract and the remainder  on  a
merchant  basis;  RS  Cogen LLC (in which Entergy holds  a  50%  member
interest),  a  co-generation project that  will  provide  power  on  an
industrial  and  merchant  basis in the Lake Charles,  Louisiana  area;
EntergyShaw  LLC  (in  which Entergy holds a 50%  member  interest),  a
company    which   provides   management,   engineering,   procurement,
construction, and commissioning services for electric power plants; and
Crete  Energy  Ventures,  LLC  (in which Entergy  holds  a  50%  member
interest),  a  merchant  power  plant  under  construction  in   Crete,
Illinois.   Following is a reconciliation of Entergy's  investments  in
equity affiliates (in thousands):

                                           2001        2000        1999

 Beginning of year                      $136,487    $117,378    $139,064
 Additional investments                  471,102      25,943         296
 Equity in net income                    180,956      13,715       7,593
 Dividends received                      (21,191)    (20,468)     (9,389)
 Currency translation adjustments            138        (891)    (20,186)
 Dispositions and other adjustments       (1,389)        810           -
                                        --------    --------    --------
 End of year                            $766,103    $136,487    $117,378
                                        ========    ========    ========

     The  following  is  a  summary of combined  financial  information
reported by Entergy's equity method investees (in thousands):

                                    2001         2000         1999
 Income Statement Items
   Operating revenues             $693,400     $200,026     $188,617
   Operating income                309,752       90,694       82,336
   Net income                      226,039       74,042       49,473
 Balance Sheet Items
   Current assets               $2,969,132      $82,044
   Noncurrent assets             3,309,752    1,554,022
   Current liabilities           2,729,769      163,063
   Noncurrent liabilities        1,491,957      489,544

Related-party transactions

      During  2001, Entergy procured various services from Entergy-Koch
consisting  primarily of pipeline transportation services  for  natural
gas  and risk management services for electricity and natural gas.  The
total  cost  of  such services in 2001 was approximately $7.8  million.
Entergy's operating transactions with its other equity method investees
were not material in 2001, 2000, or 1999.

      EntergyShaw is currently constructing two projects for Entergy or
its  affiliates, the Crete and Harrison County projects.   Entergy  has
guaranteed  the  obligations of EntergyShaw to construct  the  Harrison
County  plant,  and  Entergy's maximum liability on  the  guarantee  is
$232.5 million.


NOTE 14.  ACQUISITIONS AND DISPOSITIONS (Entergy Corporation)

Asset Acquisitions

Indian Point 2

     In September 2001, Entergy's domestic non-utility nuclear business
acquired  the  970  MW Indian Point 2 nuclear power  plant  located  in
Westchester  County, New York from Consolidated Edison.   Entergy  paid
approximately $600 million in cash at the closing of the  purchase  and
received  the plant, nuclear fuel, materials and supplies,  a  purchase
power  agreement (PPA), and assumed certain liabilities.  On the second
anniversary  of  the  Indian  Point 2  acquisition,  Entergy's  nuclear
business will also begin to pay NYPA $10 million per year for up to  10
years  in accordance with the Indian Point 3 purchase agreement.  Under
the  PPA,  Consolidated Edison will purchase 100% of Indian  Point  2's
output  for  an  average price of $39/MWh through  2004.   Consolidated
Edison  transferred a $430 million decommissioning  trust  fund,  along
with  the liability to decommission Indian Point 2 and Indian Point  1,
to  Entergy.   Entergy acquired Indian Point 1 in  the  transaction,  a
plant that has been shut down and in safe storage since the 1970s.

      The acquisition was accounted for using the purchase method.  The
results of operations of Indian Point 2 subsequent to the purchase date
have  been  included in Entergy's consolidated results  of  operations.
The  Indian Point 2 purchase price has been preliminarily allocated  to
the  assets  acquired and liabilities assumed based on their  estimated
fair  values  on  the  purchase  date.  The  allocation  was  based  on
preliminary information and amounts recorded may change, primarily as a
result  of  additional expected information on the fair  value  of  the
plant facility.

Indian Point 3 and FitzPatrick

      In November 2000, Entergy's domestic non-utility nuclear business
acquired from NYPA the 825 MW James A. FitzPatrick nuclear power  plant
near  Oswego,  New York, and the 980 MW Indian Point  3  nuclear  power
plant  located  in  Westchester County, New York, in exchange  for  $50
million   at   closing  and  notes  to  NYPA  with  payments   totaling
$906 million.  Entergy will also be required to make certain additional
payments  to  NYPA  in  the event that the plants'  license  lives  are
extended.

      The  acquisition  encompassed the nuclear plants,  materials  and
supplies,  and nuclear fuel, as well as the assumption of $124  million
in  liabilities.   The  purchase  agreement  provides  that  NYPA  will
purchase a substantial majority of the output of the units at specified
prices  through 2004.  The purchase agreement also provides  that  NYPA
will  retain  the decommissioning obligations and related  trust  funds
through the original license expiration date (approximately 2015).   At
that  time,  NYPA  is  required either to transfer the  decommissioning
liability   to   Entergy  along  with  a  specified   amount   in   the
decommissioning   trust  funds,  or  to  retain  Entergy   to   perform
decommissioning services for a specified price that may be  limited  by
the  amount  in  the trust.  In the purchase price allocation,  Entergy
recorded an asset representing its estimate of the net present value of
the  decommissioning contract obtained in the acquisition, based on  an
independent  decommissioning cost study  and  other  projections.   The
asset increases by monthly accretion based on the discount rate used to
determine the original net present value.  Entergy records the  monthly
accretion as interest income.

      The acquisition was accounted for using the purchase method.  The
results  of operations of Indian Point 3 and FitzPatrick subsequent  to
November   21,  2000  have  been  included  in  Entergy's  consolidated
statements  of  income.  The purchase price has been allocated  to  the
acquired   assets,  including  identifiable  intangible   assets,   and
liabilities  assumed  based  on  their estimated  fair  values  on  the
purchase  date.   Intangible assets are being  amortized  straight-line
over the remaining lives of the plants.

Pilgrim Nuclear Station

      In  July  1999,  Entergy's domestic non-utility nuclear  business
acquired  the  670  MW  Pilgrim Nuclear Station  located  in  Plymouth,
Massachusetts, from Boston Edison.  The acquisition included the plant,
real  estate,  materials and supplies, and nuclear fuel,  for  a  total
purchase price of $81 million.  As part of the Pilgrim purchase, Boston
Edison  funded  a  $471 million decommissioning trust fund,  which  was
transferred  to  an  Entergy subsidiary.   Based  on  a  favorable  tax
determination regarding the trust fund, Entergy returned $43 million of
the trust fund to Boston Edison.

Asset Dispositions

     In  August 2001, Entergy's EWO business sold the Saltend plant  to
Calpine  Corporation for a cash payment of approximately $800  million.
Entergy's  gain  on  the sale was approximately  $88.1  million  ($57.2
million after tax).  The results of operations of the Saltend plant are
included  in  Entergy's consolidated statements of income  through  the
date  of sale.  The gain arising from the sale is included in operating
revenues  in  that  statement. EWO actively manages its  assets  as  an
investment  portfolio, and attempts to maximize flexibility to  respond
to  different market environments.  Active management of the  portfolio
is expected to result in:  the commercial operation of projects by EWO;
the  sale of projects at various stages in their planning, development,
or   operation;  or  the  abandonment  of  projects.   In   the   sales
transaction, Entergy or its subsidiaries made certain warranties to the
purchasers  relating primarily to the performance of  certain  remedial
work  on  the facility and the assumption of responsibility for certain
contingent  liabilities.   The warranties  are  backed  by  an  Entergy
Corporation  guarantee,  and  Entergy believes  that  it  has  provided
adequate reserves for the warranties as of December 31, 2001.

      In  January  1999,  Entergy disposed of its  security  monitoring
subsidiary,  Entergy  Security,  Inc.  at  a  minimal  gain.    Several
telecommunication  businesses were sold in June  1999,  also  at  small
gains.   The results of operations of these businesses are included  in
Entergy's  consolidated statements of income through  their  respective
dates  of sale.  Gains and losses arising from these sales are included
in  "Other  Income,  Gain  (loss) on sale of  assets  -  net"  in  that
statement.


NOTE 15.  RISK MANAGEMENT AND FAIR VALUES (Entergy Corporation)

Market and Commodity Risks

     In  the  normal course of business, Entergy is exposed to a number
of  market and commodity risks.  Market risk is the potential loss that
Entergy may incur as a result of changes in the market or fair value of
a  particular  instrument or commodity.  All financial  and  commodity-
related instruments, including derivatives, are subject to market risk.
Entergy  is  subject  to  a  number  of  commodity  and  market  risks,
including:

               Type of risk                  Primary Affected Segments

 Power price risk                           All reportable segments
 Fuel price risk                            All reportable segments
 Interest rate risk - variable rate debt    Energy Commodity Services
 Foreign currency exchange rate risk        All reportable segments
 Equity price and interest rate risk -      Domestic  Utility, Domestic
  investments                                Non-utility Nuclear

     Entergy  manages these risks through both contractual arrangements
and  derivatives.  Contractual risk management tools include  long-term
power  and  fuel purchase agreements, capacity contracts,  and  tolling
agreements.   Entergy  also uses a variety of commodity  and  financial
derivatives,  including natural gas and electricity  futures,  forwards
and  options, foreign currency forwards, and interest rate swaps  as  a
part  of  its overall risk management strategy.  Additionally,  certain
fuel  supply contracts with volumetric optionality are required  to  be
classified  as derivatives under interpretations of SFAS  133.   Except
for  the  energy  trading activities conducted by the energy  commodity
services  segment,  Entergy  enters into  derivatives  only  to  manage
natural  risks  inherent  in  its  physical  or  financial  assets   or
liabilities.

     Entergy's  exposure to market risk is determined by  a  number  of
factors, including the size, term, composition, and diversification  of
positions  held,  as  well  as market volatility  and  liquidity.   For
instruments  such as options, the time period during which  the  option
may  be exercised and the relationship between the current market price
of  the  underlying instrument and the option's contractual  strike  or
exercise  price also affects the level of market risk.   A  significant
factor influencing the overall level of market risk to which Entergy is
exposed  is  its  use  of  hedging techniques to  mitigate  such  risk.
Entergy  manages  market  risk by actively monitoring  compliance  with
stated risk management policies as well as monitoring the effectiveness
of  its  hedging  policies and strategies.  Entergy's  risk  management
policies  limit  the  amount  of total net  exposure  and  rolling  net
exposure during the stated periods.  These policies, including  related
risk  limits,  are  regularly assessed to ensure their  appropriateness
given Entergy's objectives.

Hedging Derivatives

     Entergy  classifies  substantially all of the following  types  of
derivative instruments as cash flow hedges:

              Instrument                       Business Segment
 Interest rate swaps                    Energy Commodity Services
 Natural gas and electricity futures    Energy Commodity Services
  and forwards
 Foreign currency forwards              Domestic Utility, Domestic Non-
                                         utility Nuclear

     The  scheduled maturity of futures, forwards, and swaps  that  are
classified as cash flow hedges will result in the reclassification into
earnings  during 2002 of approximately $5.2 million of net losses  that
are  recorded in accumulated other comprehensive income at December 31,
2001.   During  2001, net losses on cash flow hedges  of  approximately
$22.2  million were reclassified into earnings.  The maximum length  of
time  over which Entergy is currently hedging the variability in future
cash  flows for forecasted transactions (excluding interest rate swaps)
at  December  31,  2001  is approximately 25 months.   The  ineffective
portion of the change in the value of Entergy's cash flow hedges during
2001 was insignificant.

Other Derivatives

     Entergy also holds derivative instruments such as natural gas  and
electricity options and forwards that are not accounted for as  hedges.
These  instruments are entered into to optimize asset values  or  limit
risks.   Additionally, fuel supply contracts that are  required  to  be
classified  as  derivatives under SFAS 133 are  not  accounted  for  as
hedges.  These contracts are entered into in order to secure long  term
supplies  of fuel for certain of Entergy's independent power generation
plants.

Fair Values

Commodity Instruments

      Fair  value  estimates  of energy commodity  services'  commodity
instruments  are  made  at discrete points in time  based  on  relevant
market  information.  Market quotes are used in determining fair  value
whenever  they  are  available.  When market quotes are  not  available
(e.g.   in  the  case  of  a  long-dated  commodity  contract),   other
information  is  used,  including  transactional  data  and  internally
developed   models.   Fair  value  estimates  based  on   these   other
methodologies  are  necessarily  subjective  in  nature   and   involve
uncertainties  and matters of significant judgment.  Therefore,  actual
results  may  differ from these estimates.  At December  31,  2001  and
2000,  the  fair  values  of energy commodity services'  energy-related
commodity  contracts accounted for on a mark-to-market  basis  were  as
follows:

                                     2001                   2000
                              Assets   Liabilities    Assets  Liabilities
                                          (In Thousands)

 Consolidated subsidiaries    $59,996      $18,882   $623,190   $563,447
 Equity method investees   $2,088,953   $1,982,196          -          -
  (1)

      (1)   As  required  by equity method accounting principles,  only
Entergy's net investment in these investees is reflected in its balance
sheet,  and these assets and liabilities are not reflected in Entergy's
balance  sheet.   See  Note  13 to the financial  statements  for  more
information on Entergy's equity method investees.

Following  are  the cumulative periods in which the net  mark-to-market
assets  would  be  realized in cash if they are held  to  maturity  and
market prices are unchanged:

                               2002       2003     2004-2005
 Consolidated subsidiaries      55%        98%       100%
 Equity method investees        10%        83%       100%


Financial Instruments

      The  estimated  fair value of Entergy's financial instruments  is
determined  using  bid  prices  reported  by  dealer  markets  and   by
nationally  recognized investment banking firms.   The  estimated  fair
value of derivative financial instruments is based on market quotes  of
the  applicable interest rates.  Considerable judgment is  required  in
developing the estimates of fair value.  Therefore, estimates  are  not
necessarily indicative of the amounts that Entergy could realize  in  a
current  market  exchange.  In addition, gains or  losses  realized  on
financial instruments held by regulated businesses may be reflected  in
future rates and therefore do not accrue to the benefit or detriment of
stockholders.

      Entergy  considers the carrying amounts of most of its  financial
instruments  classified  as current assets  and  liabilities  to  be  a
reasonable  estimate of their fair value because of the short  maturity
of  these  instruments.   Additional  information  regarding  financial
instruments and their fair values is included in Notes 5, 6, and  7  to
the financial statements.


NOTE 16.  TRANSACTIONS WITH AFFILIATES (Entergy Arkansas, Entergy Gulf
States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans,
and System Energy)

     Each domestic utility company purchases electricity from and sells
electricity to the other domestic utility companies, System Energy, and
Entergy  Power  (in the case of Entergy Arkansas) under rate  schedules
filed  with  FERC.   In  addition, the domestic utility  companies  and
System  Energy  purchase  fuel from System Fuels;  receive  management,
technical,  advisory,  operating,  and  administrative  services   from
Entergy  Services;  and  receive management, technical,  and  operating
services  from Entergy Operations.  Pursuant to SEC rules under  PUHCA,
these transactions are on an "at cost" basis, and are eliminated in the
consolidated financial statements of Entergy.

      As described in Note 1 to the financial statements, all of System
Energy's  operating revenues consist of billings to  Entergy  Arkansas,
Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.

      The tables below contain the various affiliate transactions among
the domestic utility companies and System Energy (in millions).

                         Intercompany Revenues

         Entergy    Entergy     Entergy      Entergy      Entergy     System
        Arkansas  Gulf States  Louisiana   Mississippi  New Orleans   Energy

 2001    $250.2      $75.2        $26.1       $118.3        $10.0     $535.0
 2000    $255.3      $93.7        $20.8        $88.1        $31.6     $656.7
 1999    $189.2      $38.4        $27.3        $68.3        $14.2     $620.0

                    Intercompany Operating Expenses

        Entergy     Entergy     Entergy     Entergy      Entergy     System
       Arkansas   Gulf States  Louisiana  Mississippi  New Orleans   Energy
          (1)

 2001  $262.9      $274.8      $298.1       $535.2       $231.7      $ 9.5
 2000  $387.9      $239.4      $388.5       $388.2       $177.0      $10.1
 1999  $357.5      $223.9      $294.3       $315.6       $182.5      $ 9.8

(1) Includes  $3.5  million in 2001, $47.3 million in  2000,  and  $15.8
    million in 1999 for power purchased from Entergy Power.

      Operating Expenses Paid or Reimbursed to Entergy Operations

              Entergy     Entergy      Entergy    System
            Arkansas    Gulf States  Louisiana    Energy

     2001    $141.4       $102.7      $104.6       $75.8
     2000    $163.0       $116.0      $113.2       $92.6
     1999    $179.2       $110.9      $113.8       $91.3


NOTE  17.   QUARTERLY FINANCIAL DATA (UNAUDITED) (Entergy  Corporation,
Entergy  Arkansas,  Entergy  Gulf States,  Entergy  Louisiana,  Entergy
Mississippi, Entergy New Orleans, and System Energy)

      The  business of the domestic utility companies and System Energy
is  subject  to  seasonal fluctuations with the peak periods  occurring
during  the third quarter.  Operating results for the four quarters  of
2001 and 2000 were:

<TABLE>
<CAPTION>
Operating Revenue
                              Entergy     Entergy   Entergy    Entergy     Entergy    System
                   Entergy    Arkansas Gulf States Louisiana Mississippi New Orleans  Energy
                                            (In Thousands)
<S>               <C>          <C>        <C>        <C>       <C>        <C>        <C>
2001:
  First Quarter   $2,652,427   $393,800   $734,476   $548,914  $256,158   $204,015   $151,166
  Second Quarter   2,507,430    453,108    730,893    547,784   274,148    160,309    152,902
  Third Quarter    2,575,736    541,556    714,488    473,342   354,518    167,137     66,276
  Fourth Quarter   1,885,306    388,312    468,703    331,873   208,917     99,389    164,683
2000:
  First Quarter   $1,804,661   $346,877   $483,231   $346,820  $182,775   $119,742   $157,089
  Second Quarter   2,153,487    447,823    586,386    448,067   215,606    136,651    159,389
  Third Quarter    3,429,651    548,156    817,152    722,175   297,966    200,861    169,114
  Fourth Quarter   2,634,330    419,779    624,471    545,375   241,024    183,036    171,157


</TABLE>
<TABLE>
<CAPTION>
Operating Income (Loss)
                             Entergy     Entergy   Entergy    Entergy     Entergy   System
                  Entergy    Arkansas Gulf States Louisiana Mississippi New Orleans Energy
                                             (In Thousands)
<S>               <C>          <C>        <C>        <C>       <C>        <C>        <C>
2001:
  First Quarter   $360,967    $71,647   $126,182   $39,267    $14,524    $4,218    $60,594
  Second Quarter   481,704    104,118    111,562    88,913     31,647     9,373     61,281
  Third Quarter    606,503    163,538    118,201   192,528     34,302     2,653     83,906
  Fourth Quarter   124,168     40,387     41,247     3,922      9,839    (9,194)    64,673
2000:
  First Quarter   $279,773    $76,759    $50,435    $46,513   $13,214    $6,372    $74,440
  Second Quarter   449,237     82,931    125,033    102,587    28,784    15,087     66,895
  Third Quarter    591,933     93,917    190,136    178,889    36,295    32,136     67,580
  Fourth Quarter   188,119     56,413     47,685     44,371    15,470   (14,209)    61,830


</TABLE>
<TABLE>
<CAPTION>
Net Income (Loss)
                              Entergy     Entergy   Entergy    Entergy     Entergy   System
                  Entergy    Arkansas  Gulf States Louisiana Mississippi New Orleans Energy
                                             (In Thousands)
<S>               <C>          <C>        <C>        <C>       <C>        <C>        <C>
2001:
  First Quarter   $160,871    $28,978    $59,046    $6,859     $4,535       $474    $20,798
  Second Quarter   245,583     47,038     51,382    37,034     15,673      3,369     21,202
  Third Quarter    317,454     82,401     52,353   101,515     18,748       (308)    37,793
  Fourth Quarter    26,599(a)  19,768     16,663   (12,858)       664     (5,730)    36,562
2000:
  First Quarter   $108,410    $35,314    $10,757   $11,191     $4,295     $1,817    $25,786
  Second Quarter   245,773     38,978     60,815    46,687     13,503      7,217     21,786
  Third Quarter    306,689     43,922     97,325    94,167     17,611     17,593     23,709
  Fourth Quarter    50,043     18,833     11,446    10,634      3,564    (10,109)    22,464

</TABLE>
(a) Net income before cumulative effect of accounting change for the
    fourth quarter of 2001 was $3,117.

Earnings per Average Common Share (Entergy Corporation)

                           2001                   2000
                    Basic       Diluted      Basic    Diluted

  First Quarter     $0.70        $0.69       $0.42      $0.42
  Second Quarter    $1.08        $1.06       $1.04      $1.04
  Third Quarter     $1.41        $1.39       $1.35      $1.34
  Fourth Quarter    $0.10 (b)    $0.09 (b)   $0.19      $0.17

(b) Basic  and diluted earnings per average common share  before  the
    cumulative effect of accounting change for the fourth quarter of 2001
    was ($0.01).


<PAGE>

Item  9.   Changes In and Disagreements With Accountants On Accounting
and Financial Disclosure.

     On  the  recommendation of the Audit Committee of the Board,  the
Executive  Committee of the Board (acting between board meetings)  has
appointed  Deloitte  & Touche as independent accountants  for  Entergy
Corporation,  effective August 13, 2001.  The Boards of  Directors  of
Entergy  Arkansas,  Entergy  Gulf States, Entergy  Louisiana,  Entergy
Mississippi,  Entergy  New Orleans, and System Energy  also  appointed
Deloitte  &  Touche  as  independent accountants  for  each  of  those
corporations effective August 13, 2001.  Entergy's former  independent
accountants,  PricewaterhouseCoopers, were dismissed effective  August
13,  2001.   The reports issued by PricewaterhouseCoopers on Entergy's
financial  statements for either of the two most recent  fiscal  years
did not contain any adverse opinion or a disclaimer of opinion, or any
qualification  or  modification  as to  uncertainty,  audit  scope  or
accounting principles.  During Entergy's two most recent fiscal  years
and  through  August  13,  2001,  there  were  no  disagreements  with
PricewaterhouseCoopers  on  a  matter  of  accounting  principles   or
practices,  financial  statement  disclosure  or  auditing  scope   or
procedure,   which,   if   not  resolved  to   the   satisfaction   of
PricewaterhouseCoopers,  would have caused  PricewaterhouseCoopers  to
make reference to the subject matter of the disagreement in connection
with its reports.

     Entergy  Corporation,  Entergy  Arkansas,  Entergy  Gulf  States,
Entergy  Louisiana,  Entergy Mississippi,  Entergy  New  Orleans,  and
System Energy initially reported the change in accountants on Form 8-K
on   August   13,  2001.   The  Form  8-K  contained  a  letter   from
PricewaterhouseCoopers  to  the  Securities  and  Exchange  Commission
stating that it agreed with the statements concerning their firm  made
therein.

                               PART III

Item 10.  Directors and Executive Officers of the Registrants (Entergy
Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
Entergy New Orleans, and System Energy)

     All officers and directors listed below held the specified
positions with their respective companies as of the date of filing
this report.

<TABLE>
<CAPTION>

    Name              Age                Position                           Period
<S>                   <C>  <C>                                            <C>
ENTERGY ARKANSAS, INC.

Directors

Hugh T. McDonald      43   President and Chief Executive Officer of       2000-Present
                            Entergy Arkansas
                           Director of Entergy Arkansas                   2000-Present
                           Senior Vice President, Retail of Entergy       1999-2000
                            Services, Inc.
                           Director, Regulatory Affairs - TX of           1995-1999
                            Entergy Gulf States
Donald C. Hintz            See information under the Entergy
                            Corporation Officers Section in Part I.
Richard J. Smith           See information under the Entergy
                            Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy
                            Corporation Officers Section in Part I.

Officers

William E. Madison    55   Senior Vice President - Human Resources        2001-Present
                            and Administration of Entergy Arkansas,
                            Entergy Gulf States, Entergy Louisiana,
                            Entergy Mississippi, and Entergy New
                            Orleans
                           Senior Vice President & Chief Human            2000-2001
                            Resources Officer, Avis Group Holdings,
                            Inc. - Garden City, New York
                           President, US Region and Vice President,       1997-2000
                            Global Human Resource Strategy, E.I.
                            DuPont de Nemours, Wilmington, Delaware
John Thomas Kennedy   42   Vice President - State Governmental            2000-Present
                            Affairs of Entergy Arkansas
                           Attorney at Law, Russellville, Arkansas        1985-2000


Frank F. Gallaher          See information under the Entergy
                            Corporation Officers Section in Part I.
Joseph T. Henderson        See information under the Entergy
                            Corporation Officers Section in Part I.
Nathan E. Langston         See information under the Entergy
                            Corporation Officers Section in Part I.
Hugh T. McDonald           See information under the Entergy
                            Arkansas Directors Section above.
Steven C. McNeal           See information under the Entergy
                            Corporation Officers Section in Part I.
Richard J. Smith           See information under the Entergy
                            Corporation Officers Section in Part I.
Michael G. Thompson        See information under the Entergy
                            Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy
                            Corporation Officers Section in Part I.



ENTERGY GULF STATES, INC.

Directors

E. Renae Conley       44   Director of Entergy Gulf States and            2000-Present
                            Entergy Louisiana
                           President and Chief Executive Officer -        2000-Present
                            LA of Entergy Gulf States and Entergy
                            Louisiana
                           Vice President, Investor Relations of          1999-2000
                            Entergy Services
                           President of Cincinnati Gas & Electric,        1998-1999
                            (a subsidiary of Cinergy Corp.)
                           Chief Executive Officer of Cadence LLC         1997-1998
                            (a subsidiary of Cinergy Corp.)
                           Vice President of Sales of Cinergy Corp.       1996-1997
Joseph F. Domino      53   Director of Entergy Gulf States                1999-Present
                           President and Chief Executive Officer -        1998-Present
                            TX of Entergy Gulf States
                           Director - Southwest Franchise of              1997-1998
                            Entergy Gulf States
                           Director - Eastern Region of Entergy           1995-1997
                            Services
Donald C. Hintz            See information under the Entergy
                            Corporation Officers Section in Part I.
Richard J. Smith           See information under the Entergy
                            Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy
                            Corporation Officers Section in Part I.

Officers

James D. Bruno        62   Vice President - Region of Entergy Gulf        1999-Present
                            States and Entergy Louisiana
                           Vice President of Customer Service of          1998-1999
                            Entergy Louisiana and Entergy Gulf
                            States
                           Vice President of Customer Service of          1994-1998
                            Entergy Louisiana and Entergy New
                            Orleans
Murphy A. Dreher      49   Vice President - State Governmental            1999-Present
                            Affairs - LA of Entergy Gulf States and
                            Entergy Louisiana
                           Legislative Executive - Governmental           1995-1998
                            Affairs of Entergy Gulf States
Randall W. Helmick    47   Vice President - Operations - LA of            1998-Present
                            Entergy Gulf States and Entergy
                            Louisiana
                           Director of Special Projects of London         1997-1998
                            Electricity
                           Director of Reliability of Entergy             1997
                            Services
                           Director of Operations and Engineering         1994-1997
                            of Entergy Services
Eduardo Melendreras   44   Vice President, Customer Service and           2001-Present
                            Commercial and Industrial Accounts of
                            Entergy Gulf States and Entergy
                            Louisiana
                           Director - Jurisdictional Accounts of          2000-2001
                            Entergy Services
                           Director - Large Industrial Sales &            1996-2000
                            Service of Entergy Gulf States
J. Parker McCollough  50   Vice President - State Governmental            1996-Present
                            Affairs - TX of Entergy Gulf States
Wade H. Stewart       56   Vice President, Regulatory Affairs - LA        2000-Present
                            of Entergy Gulf States and Entergy
                            Louisiana
                           Director, Regulatory Affairs - LA of           1995-2000
                            Entergy Gulf States and Entergy
                            Louisiana
E. Renae Conley            See information under the Entergy Gulf
                            States Directors Section above.
Joseph F. Domino           See information under the Entergy Gulf
                            States Directors Section above.
Frank F. Gallaher          See information under the Entergy
                            Corporation Officers Section in Part I.
Joseph T. Henderson        See information under the Entergy
                            Corporation Officers Section in Part I.
Nathan E. Langston         See information under the Entergy
                            Corporation Officers Section in Part I.
William E. Madison         See information under the Entergy
                            Arkansas Officers Section above.
Steven C. McNeal           See information under the Entergy
                            Corporation Officers Section in Part I.
Richard J. Smith           See information under the Entergy
                            Corporation Officers Section in Part I.
Michael G. Thompson        See information under the Entergy
                            Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy
                            Corporation Officers Section in Part I.


ENTERGY LOUISIANA, INC.

Directors

E. Renae Conley            See information under the Entergy Gulf
                            States Directors Section above.
Donald C. Hintz            See information under the Entergy
                            Corporation Officers Section in Part I.
Richard J. Smith           See information under the Entergy
                            Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy
                            Corporation Officers Section in Part I.

Officers

James D. Bruno             See information under the Entergy Gulf
                            States Officers Section above.
E. Renae Conley            See information under the Entergy Gulf
                            States Directors Section above.
Murphy A. Dreher           See information under the Entergy Gulf
                            States Officers Section above.
Frank F. Gallaher          See information under the Entergy
                            Corporation Officers Section in Part I.
Randall W. Helmick         See information under the Entergy Gulf
                            States Officers Section above.
Joseph T. Henderson        See information under the Entergy
                            Corporation Officers Section in Part I.
Nathan E. Langston         See information under the Entergy
                            Corporation Officers Section in Part I.
William E. Madison         See information under the Entergy
                            Arkansas Officers Section above.
Steven C. McNeal           See information under the Entergy
                            Corporation Officers Section in Part I.
Eduardo Melendreras        See information under the Entergy Gulf
                            States Officers Section above.
Richard J. Smith           See information under the Entergy
                            Corporation Officers Section in Part I.
Michael G. Thompson        See information under the Entergy
                            Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy
                            Corporation Officers Section in Part I.
Wade H. Stewart            See information under the Entergy Gulf
                            States Officers Section above.

ENTERGY MISSISSIPPI, INC.

Directors

Carolyn C. Shanks     40   President and Chief Executive Officer of       1999-Present
                            Entergy Mississippi
                           Director of Entergy Mississippi                1999-Present
                           Vice President of Finance and                  1997-1999
                            Administration of Entergy Mississippi
                           Director of Business Services of Entergy       1994-1997
                            Operations
Donald C. Hintz            See information under the Entergy
                            Corporation Officers Section in Part I.
Richard J. Smith           See information under the Entergy
                            Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy
                            Corporation Officers Section in Part I.

Officers

Bill F. Cossar        63   Vice President - State Governmental            1987-Present
                            Affairs of Entergy Mississippi
Frank F. Gallaher          See information under the Entergy
                            Corporation Officers Section in Part I.
Joseph T. Henderson        See information under the Entergy
                            Corporation Officers Section in Part I.
Nathan E. Langston         See information under the Entergy
                            Corporation Officers Section in Part I.
William E. Madison         See information under the Entergy
                            Arkansas Officers Section above.
Steven C. McNeal           See information under the Entergy
                            Corporation Officers Section in Part I.
Carolyn C. Shanks          See information under the Entergy
                            Mississippi Directors Section above.
Richard J. Smith           See information under the Entergy
                            Corporation Officers Section in Part I.
Michael G. Thompson        See information under the Entergy
                            Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy
                            Corporation Officers Section in Part I.


ENTERGY NEW ORLEANS, INC.

Directors

Daniel F. Packer      54   Chief Executive Officer Entergy New            1998-Present
                            Orleans
                           President and Director of Entergy New          1997-Present
                            Orleans
                           State President - City of New Orleans          1996-1997
Donald C. Hintz            See information under the Entergy
                            Corporation Officers Section in Part I.
Richard J. Smith           See information under the Entergy
                            Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy
                            Corporation Officers Section in Part I.

Officers

Elaine Coleman        52   Vice President, External Affairs of            1998-Present
                            Entergy New Orleans
                           Director of Customer Service of Entergy        1998
                            Services
                           Lead Customer Service Manager of Entergy       1995-1998
                            Services
Frank F. Gallaher          See information under the Entergy
                            Corporation Officers Section in Part I.
Joseph T. Henderson        See information under the Entergy
                            Corporation Officers Section in Part I.
Nathan E. Langston         See information under the Entergy
                            Corporation Officers Section in Part I.
William E. Madison         See information under the Entergy
                            Arkansas Officers Section above.
Steven C. McNeal           See information under the Entergy
                            Corporation Officers Section in Part I.
Daniel F. Packer           See information under the Entergy New
                            Orleans Directors Section above.
Richard J. Smith           See information under the Entergy
                            Corporation Officers Section in Part I.
Michael G. Thompson        See information under the Entergy
                            Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy
                            Corporation Officers Section in Part I.

SYSTEM ENERGY RESOURCES, INC.

Directors

Jerry W. Yelverton    57   Director, President and Chief Executive        1999-Present
                            Officer of System Energy
                           Senior Vice President of Nuclear of            1997-1998
                            Entergy Services
                           Executive Vice President and Chief             1996-1998
                            Operating Officer of Entergy Operations
                           In addition, Mr. Yelverton is an
                            executive officer and/or director of
                            various other wholly owned subsidiaries
                            of Entergy Corporation and its operating
                            companies.
Donald C. Hintz            See information under the Entergy
                            Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy
                            Corporation Officers Section in Part I.

Officers

Joseph L. Blount      55   Secretary of System Energy and Entergy          1991-Present
                            Operations
Joseph T. Henderson        See information under the Entergy
                            Corporation Officers Section in Part I.
Nathan E. Langston         See information under the Entergy
                            Corporation Officers Section in Part I.
Steven C. McNeal           See information under the Entergy
                            Corporation Officers Section in Part I.
C. John Wilder             See information under the Entergy
                            Corporation Officers Section in Part I.
Jerry W. Yelverton         See information under the System Energy
                            Directors Section above.

</TABLE>

      Each  director and officer of the applicable Entergy company  is
elected  yearly  to  serve  by  the  unanimous  consent  of  the  sole
stockholder, Entergy Corporation, at its annual meeting.


Section 16(a) Beneficial Ownership Reporting Compliance

      Information called for by this item concerning the directors and
officers of Entergy Corporation is set forth in the Proxy Statement of
Entergy  Corporation to be filed in connection with its Annual Meeting
of Stockholders to be held on May 10, 2002, under the heading "Section
16(a) Beneficial Ownership Reporting Compliance", which information is
incorporated herein by reference.

Item 11.  Executive Compensation

                          ENTERGY CORPORATION

      Information called for by this item concerning the directors and
officers  of  Entergy Corporation is set forth in the Proxy  Statement
under   the   headings  "Executive  Compensation   Tables",   "General
Information  About Nominees", "Director Compensation", and "Comparison
of  Five  Year  Cumulative Total Return", all of which information  is
incorporated herein by reference.

   ENTERGY ARKANSAS, ENTERGY GULF STATES, ENTERGY LOUISIANA, ENTERGY
          MISSISSIPPI, ENTERGY NEW ORLEANS, AND SYSTEM ENERGY

                      Summary Compensation Table

      The following table includes the Chief Executive Officer and the
four other most highly compensated executive officers in office as  of
December  31,  2001 at Entergy Arkansas, Entergy Gulf States,  Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
(collectively,  the  "Named Executive Officers").  This  determination
was  based  on total annual base salary and bonuses from  all  Entergy
sources  earned  by  each officer for the year  2001.   See  Item  10,
"Directors and Executive Officers of the Registrants," for information
on  the  principal positions of the Named Executive  Officers  in  the
table below.

Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy
Mississippi, Entergy New Orleans, and System Energy

      As  shown in Item 10, most Named Executive Officers are employed
by  several  Entergy companies.  Because it would be impracticable  to
allocate  such  officers' salaries among the  various  companies,  the
table  below  includes the aggregate compensation paid by all  Entergy
companies.

<TABLE>
<CAPTION>

                                                                                        Long-Term Compensation
                                     Annual Compensation                       Awards                   Payouts
                                                          Other       Restricted    Securities          (a)       (b) All
                                                          Annual         Stock      Underlying          LTIP        Other
       Name                Year    Salary      Bonus       Comp.        Awards        Options          Payouts      Comp.
<S>                        <C>    <C>        <C>          <C>         <C>              <C>             <C>         <C>
E. Renae Conley            2001   $308,769   $486,186     $46,240          (c)         34,600 shares   $      -    $10,742
CEO-Entergy Louisiana      2000    282,642    280,000      41,573          (c)         20,000           181,109      8,559
CEO-LA-Entergy Gulf States 1999    215,000    344,934      29,662    $84,188(c)(d)      7,500                 -      7,747

Joseph F. Domino           2001   $245,384   $292,583     $48,254          (c)         14,800 shares   $      -     $7,150
CEO-TX-Entergy Gulf States 2000    235,358    180,732      51,399          (c)         20,000           142,314      7,084
                           1999    223,569    200,210       7,072          (c)         13,487                 -      6,838

Donald C. Hintz            2001   $599,423   $779,000    $198,321          (c)        160,000 shares   $      -    $21,605
                           2000    570,096    743,000     104,399          (c)        175,000         1,181,837     26,516
                           1999    535,713    495,000      76,188          (c)        272,000                 -     22,156

Jerry D. Jackson           2001   $475,345   $576,382     $19,646          (c)         80,000 shares   $      -    $17,378
                           2000    458,223    554,214      58,758          (c)         58,500         1,181,575     15,162
                           1999    442,809    403,554      39,670          (c)         94,000                 -     15,497

J. Wayne Leonard           2001   $897,500 $1,684,800      $3,709    $7,400,000(c)(d) 330,600 shares  $       -    $     -
                           2000    836,538  1,190,000      11,646          (c)        330,600         2,410,413          -
                           1999    771,938    840,000       2,570          (c)        255,000                 -          -

Hugh T. McDonald           2001   $231,335   $333,078    $118,502          (c)         14,800 shares  $       -    $18,664
CEO-Entergy Arkansas       2000    209,400    165,000      53,808          (c)         34,600           172,773     54,878
                           1999    181,704    176,267         438          (c)         14,700                 -      5,429

Daniel F. Packer           2001   $228,209   $262,881     $15,410          (c)         14,800 shares  $       -     $7,055
CEO-Entergy New Orleans    2000    219,432    167,382      16,433          (c)         20,000           196,929      6,658
                           1999    211,055    127,920      10,517          (c)         16,750                 -      6,583

Carolyn C. Shanks          2001   $241,085   $287,672     $17,140          (c)         14,800 shares  $       -     $7,206
CEO-Entergy Mississippi    2000    231,193    182,530       2,594          (c)         20,000           104,241      4,858
                           1999    208,931    133,950       2,549          (c)         11,050                 -      4,800

C. John Wilder             2001   $493,128   $600,000    $158,059          (c)         87,700 shares  $       -    $16,284
                           2000    468,392    619,370     148,540          (c)         87,700           953,006     13,919
                           1999    445,191    406,693     119,878          (c)         52,500                 -     20,035

Jerry W. Yelverton         2001   $443,269   $540,000    $145,389          (c)         65,000 shares  $       -    $14,697
CEO-System Energy          2000    408,846    510,000       4,197     $201,875(c)(d)   58,900           503,482     12,732
                           1999    363,997    328,500       8,036          (c)         49,400                 -     11,286

</TABLE>
(a)  Amounts  include the value of restricted shares  that  vested  in
     2000 (see note (c) below) under Entergy's Equity Ownership Plan.

(b)  Includes the following:

     (1)  2001 benefit accruals under the Defined Contribution Restoration
          Plan as follows:  Ms. Conley $3,392; Mr. Domino $1,600; Mr. Hintz
          $14,415; Mr. Jackson $11,272; Mr. McDonald $1,666; Mr. Packer $1,473;
          Ms. Shanks $2,003; Mr. Wilder $8,367; and Mr. Yelverton $8,732.

     (2)  2001  employer contributions to the System Savings  Plan  as
          follows: Ms. Conley $6,269; Mr. Domino $5,550; Mr. Hintz $6,681; Mr.
          Jackson $6,106; Mr. McDonald $5,527; Mr. Packer $5,582; Ms. Shanks
          $5,203; Mr. Wilder $7,917; and Mr. Yelverton $5,965.

     (3)  2001 reimbursements for moving expenses as follows:  Ms. Conley
          $1,081; Mr. Hintz $509; and Mr. McDonald $11,471.

(c)  Restricted   unit  awards  (equivalent  to  shares   of   Entergy
     Corporation common stock) in 2001 are reported under the "Long-Term
     Incentive Plan Awards" table, and reference is made to this table for
     information on the aggregate number of restricted units awarded during
     2001 and the vesting schedule for such units.  At December 31, 2001,
     the number and value of the aggregate restricted unit holdings were as
     follows:  Ms. Conley 15,200 units, $594,472; Mr. Domino 6,200 units,
     $242,482; Mr. Hintz 57,000 units, $2,229,270; Mr. Jackson  25,400
     units, $993,394; Mr. Leonard 246,000 units, $9,621,060; Mr. McDonald
     6,800 units, $265,948; Mr. Packer 6,200 units, $242,482; Ms. Shanks
     6,200 units, $242,482; Mr. Wilder 25,400 units, $993,394; and Mr.
     Yelverton 32,400 units, $1,267,164.  Accumulated dividends are paid on
     restricted units when vested.  The value of restricted unit holdings
     as of December 31, 2001 is determined by multiplying the total number
     of  units held by the closing market price of Entergy Corporation
     common stock on the New York Stock Exchange Composite Transactions on
     December 31, 2001 ($39.11 per share).  The value of stock for which
     restrictions were lifted in 2000, and the applicable  portion  of
     accumulated cash dividends, are reported in the LTIP payouts column in
     the above table.

(d)  Restricted  units  were granted to the following  individuals  in
     addition to those granted under the Long Term Incentive Plan.  Ms.
     Conley  was  granted 3,000 units in 1999.  The  units  will  vest
     incrementally over a three-year period that began in 2000, based on
     continued service with Entergy Corporation.  Accumulated dividends
     will  be  paid.  In January 2001, Mr. Leonard was granted 200,000
     restricted units. 50,000 of the restricted stock units will vest on
     each of December 31, 2001, December 31, 2002, December 31, 2003 and
     December  31,  2004,  based  on continued  service  with  Entergy
     Corporation. Accumulated dividends will not be paid on Mr. Leonard's
     restricted units when vested.  Mr. Yelverton was granted 10,000 units
     in 2000.  Restrictions will be lifted on 3,000 units in 2001 and 2002,
     and the remaining 4,000 units in 2003.  Accumulated dividends will not
     be paid.  The value these individuals may realize is dependent upon
     both the number of units that vest and the future market price of
     Entergy Corporation common stock.


                         Option Grants in 2001

      The following table summarizes option grants during 2001 to  the
Named  Executive Officers.  The absence, in the table  below,  of  any
Named Executive Officer indicates that no options were granted to such
officer.

Entergy  Arkansas,  Entergy  Gulf States, Entergy  Louisiana,  Entergy
Mississippi, Entergy New Orleans,  and System Energy

<TABLE>
<CAPTION>
                                     Individual Grants                   Potential Realizable
                                % of Total                                      Value
                   Number of     Options                                   at Assumed Annual
                   Securities   Granted to     Exercise                      Rates of Stock
                   Underlying   Employees        Price                     Price Appreciation
                    Options         in           (per        Expiration   for Option Term(b)
       Name        Granted (a)     2001        share) (a)        Date      5%            10%
<S>                  <C>            <C>        <C>             <C>       <C>        <C>
E. Renae Conley      34,600         0.4%       $  37.00        1/25/11   $ 805,111  $2,040,309
Joseph F. Domino     14,800         0.2%          37.00        1/25/11     344,383     872,733
Donald C. Hintz     160,000         1.9%          37.00        1/25/11   3,723,056   9,434,955
Jerry D. Jackson     80,000         0.9%          37.00        1/25/11   1,861,528   4,717,478
J. Wayne Leonard    330,600         3.8%          37.00        1/25/11   7,692,765  19,494,977
Hugh T. McDonald     14,800         0.2%          37.00        1/25/11     344,383     872,733
Daniel F. Packer     14,800         0.2%          37.00        1/25/11     344,383     872,733
Carolyn C. Shanks    14,800         0.2%          37.00        1/25/11     344,383     872,733
C. John Wilder       87,700         1.0%          37.00        1/25/11   2,040,700   5,171,535
Jerry W. Yelverton   65,000         0.8%          37.00        1/25/11   1,512,492   3,832,951

</TABLE>
(a)  Options were granted on January 25, 2001, pursuant to the  Equity
     Ownership Plan.  All options granted on this date have an exercise
     price equal to the closing price of Entergy Corporation common stock
     on   the  New  York  Stock  Exchange  Composite  Transactions  on
     January  25,  2001.  These options will vest in equal increments,
     annually, over a three-year period beginning in 2002.

 (b) Calculation   based  on  the  market  price  of  the   underlying
     securities  assuming the market price increases over  a  ten-year
     option   period  and  assuming  annual  compounding.  The  column
     presents   estimates  of  potential  values   based   on   simple
     mathematical  assumptions.  The actual value,  if  any,  a  Named
     Executive Officer may realize is dependent upon the market  price
     on the date of option exercise.

   Aggregated Option Exercises in 2001 and December 31, 2001 Option
                                Values

      The  following  table summarizes the number  and  value  of  all
unexercised  options  held  by  the  Named  Executive  Officers.   The
absence,  in the table below, of any Named Executive Officer indicates
that no options are held by such officer.
<TABLE>
<CAPTION>

                                                  Number of Securities          Value of Unexercised
                                              Underlying Unexercised Options    In-the-Money Options
               Shares Acquired       Value        as of December 31, 2001    as of December 31, 2001(b)
     Name        on Exercise      Realized (a)  Exercisable   Unexercisable  Exercisable  Unexercisable
<S>                  <C>              <C>         <C>            <C>           <C>          <C>
E. Renae Conley          -            $    -       11,666         50,434       $162,627     $315,436
Joseph F. Domino         -                 -       17,156         32,631        213,265      287,288
Donald C. Hintz      2,500            22,916      238,833        420,667      2,778,663    3,477,946
Jerry D. Jackson         -                 -       60,833        150,334        633,897    1,084,501
J. Wayne Leonard         -                 -      280,200        636,000      3,334,647    5,027,873
Hugh T. McDonald    18,199           293,945        3,133         42,768         28,738      455,918
Daniel F. Packer         -                 -       17,832         33,718        209,809      297,258
Carolyn C. Shanks   10,349           185,632            -         31,818              -      279,831
C. John Wilder           -                 -       64,233        163,667        791,892    1,287,469
Jerry W. Yelverton  60,816           893,685            -        120,734              -      920,785

</TABLE>
(a) Based  on  the difference between the closing price  of  Entergy
    Corporation's common stock on the New York Stock Exchange Composite
    Transactions on the exercise date and the option exercise price.

(b) Based  on  the difference between the closing price  of  Entergy
    Corporation's common stock on the New York Stock Exchange Composite
    Transactions on December 31, 2001, and the option exercise price.

                Long-Term Incentive Plan Awards in 2001

  The following Table summarizes the awards of restricted units
(equivalent to shares of Entergy Corporation common stock) granted
under the Equity Ownership Plan in 2000 to the Named Executive
Officers.
<TABLE>
<CAPTION>
                                                     Estimated Future Payouts Under
                                                     Non-Stock Price-Based Plans (#
                                                            of units) (a) (b)
                  Number of  Performance Period Until
       Name         Units    Maturation or Payout    Threshold   Target     Maximum
<S>                  <C>          <C>                   <C>        <C>       <C>
E. Renae Conley      7,500        1/1/01-12/31/03       2,500      5,000      7,500
Joseph F. Domino     3,100        1/1/01-12/31/03       1,100      2,100      3,100
Donald C. Hintz     28,500        1/1/01-12/31/03       9,500     19,000     28,500
Jerry D. Jackson    12,700        1/1/01-12/31/03       4,300      8,500     12,700
J. Wayne Leonard    48,000        1/1/01-12/31/03      16,000     32,000     48,000
Hugh T. McDonald     3,100        1/1/01-12/31/03       1,100      2,100      3,100
Daniel F. Packer     3,100        1/1/01-12/31/03       1,100      2,100      3,100
Carolyn C. Shanks    3,100        1/1/01-12/31/03       1,100      2,100      3,100
C. John Wilder      12,700        1/1/01-12/31/03       4,300      8,500     12,700
Jerry W. Yelverton  12,700        1/1/01-12/31/03       4,300      8,500     12,700

</TABLE>

(a) Restricted  units awarded will vest at the end of  a  three-year
    period, subject to the attainment of approved performance goals  for
    Entergy.  Restrictions are lifted based upon the achievement of  the
    cumulative  result of these goals for the performance  period.   The
    value any Named Executive Officer may realize is dependent upon both
    the number of units that vest and the future market price of Entergy
    Corporation common stock.

(b) The   threshold,  target,  and  maximum  levels  correspond  to  the
    achievement  of  50%,  100%,  and  150%,  respectively,  of   Equity
    Ownership  Plan  goals.   Achievement of  a  threshold,  target,  or
    maximum  level  would  result in the award of the  number  of  units
    indicated in the respective column.  Achievement of a level  between
    these  three specified levels would result in the award of a  number
    of units calculated by means of interpolation.

                          Pension Plan Tables

Entergy  Arkansas,  Entergy  Gulf States, Entergy  Louisiana,  Entergy
Mississippi, Entergy New Orleans, and System Energy

                     Retirement Income Plan Table

     Annual
     Covered                        Years of Service
  Compensation       15         20        25       30         35
    $100,000      $22,500    $30,000   $37,500   $45,000   $52,500
     200,000       45,000     60,000    75,000    90,000   105,000
     300,000       67,500     90,000   112,500   135,000   157,500
     400,000       90,000    120,000   150,000   180,000   210,000
     500,000      112,500    150,000   187,500   225,000   262,500
     650,000      146,250    195,000   243,750   292,500   341,250
     950,000      213,750    285,000   356,250   427,500   498,750

      All  of the Named Executive Officers participate in a Retirement
Income  Plan,  a  defined benefit plan, that provides  a  benefit  for
employees  at  retirement from Entergy based upon  (1)  generally  all
years  of  service  beginning at age 21 through  termination,  with  a
forty-year  maximum,  multiplied by (2) 1.5%, multiplied  by  (3)  the
final  average compensation.  Final average compensation is  based  on
the  highest consecutive 60 months of covered compensation in the last
120  months  of  service.  The normal form of  benefit  for  a  single
employee  is a lifetime annuity and for a married employee  is  a  50%
joint and survivor annuity.  Other actuarially equivalent options  are
available to each retiree.  Retirement benefits are not subject to any
deduction  for Social Security or other offset amounts. The amount  of
the  Named Executive Officers' annual compensation covered by the plan
as  of  December 31, 2001, is represented by the salary column in  the
Summary Compensation Table above.

      The  credited years of service under the Retirement Income Plan,
as of December 31, 2001, for the following Named Executive Officers is
as follows: Mr. Domino 31; Mr. Jackson 22; Mr. Leonard 3; Mr. McDonald
19;  Mr. Packer 19; Ms. Shanks 18; and Mr. Yelverton 22.  The credited
years   of   service  under  the  Retirement  Income   Plan,   as   of
December  31,  2001 for the following Named Executive Officers,  as  a
result  of  entering into supplemental retirement  agreements,  is  as
follows:  Ms. Conley 19; Mr. Hintz 30; and Mr. Wilder 18.

      The  maximum benefit under the Retirement Income Plan is limited
by  Sections  401  and 415 of the Internal Revenue Code  of  1986,  as
amended;  however,  Entergy  Arkansas, Entergy  Gulf  States,  Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
have elected to participate in the Pension Equalization Plan sponsored
by   Entergy   Corporation.   Under  this  plan,  certain  executives,
including  the  Named Executive Officers, would receive an  additional
amount  equal  to the benefit that would have been payable  under  the
Retirement  Income  Plan,  except  for  the  Sections  401   and   415
limitations discussed above.

      In  addition  to  the  Retirement Income Plan  discussed  above,
Entergy  Arkansas,  Entergy  Gulf States, Entergy  Louisiana,  Entergy
Mississippi, Entergy New Orleans, and System Energy participate in the
Supplemental  Retirement Plan of Entergy Corporation and  Subsidiaries
and  the Post-Retirement Plan of Entergy Corporation and Subsidiaries.
Participation  is  limited to one of these two plans  and  is  at  the
invitation   of   Entergy  Arkansas,  Entergy  Gulf  States,   Entergy
Louisiana,  Entergy  Mississippi,  Entergy  New  Orleans,  and  System
Energy.   The  participant  may receive from the  appropriate  Entergy
company  a  monthly benefit payment not in excess of .025  (under  the
Supplemental  Retirement  Plan) or .0333  (under  the  Post-Retirement
Plan)  times the participant's average basic annual salary (as defined
in  the plans) for a maximum of 120 months.  Mr. Hintz, Mr. Packer and
Mr.  Yelverton  have  entered  into  a  Supplemental  Retirement  Plan
participation  contract,  and Mr. Jackson has  entered  into  a  Post-
Retirement  Plan  participation contract.  Current estimates  indicate
that  the  annual payments to each Named Executive Officer  under  the
above plans would be less than the payments to that officer under  the
System Executive Retirement Plan discussed below.

              System Executive Retirement Plan Table (1)

    Annual
    Covered                     Years of Service
  Compensation   10              15        20         25           30+
  $ 200,000     $60,000      $90,000     $100,000    $110,000     $120,000
    300,000      90,000      135,000      150,000     165,000      180,000
    400,000     120,000      180,000      200,000     220,000      240,000
    500,000     150,000      225,000      250,000     275,000      300,000
    600,000     180,000      270,000      300,000     330,000      360,000
    700,000     210,000      315,000      350,000     385,000      420,000
  1,000,000     300,000      450,000      500,000     550,000      600,000

(1) Covered  pay  includes the average of the highest  three  years  of
    annual  base  pay  and  incentive awards earned  by  the  executive
    during   the   ten  years  immediately  preceding  his  retirement.
    Benefits  shown  are  based on a target replacement  ratio  of  50%
    based on the years of service and covered compensation shown.   The
    benefits  for 10, 15, and 20 or more years of service  at  the  45%
    and  55% replacement levels would decrease (in the case of 45%)  or
    increase (in the case of 55%) by the following percentages:   3.0%,
    4.5%, and 5.0%, respectively.

      In  1993,  Entergy  Corporation  adopted  the  System  Executive
Retirement  Plan  (SERP).   This plan was amended  in  1998.   Entergy
Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
Entergy New Orleans, and System Energy are participating employers  in
the  SERP.   The SERP is an unfunded defined benefit plan  offered  at
retirement to certain senior executives, which would currently include
all the Named Executive Officers.  Participating executives choose, at
retirement,  between the retirement benefits paid under provisions  of
the  SERP or those payable under the Supplemental Retirement  Plan  or
the  Post-Retirement Plan discussed above.  The plan  was  amended  in
1998  to provide that covered pay is the average of the highest  three
years  annual  base pay and incentive awards earned by  the  executive
during  the ten years immediately preceding his retirement.   Benefits
paid  under  the  SERP are calculated by multiplying the  covered  pay
times  target  pay replacement ratios (45%, 50%, or 55%, dependent  on
job rating at retirement) that are attained, according to plan design,
at  20 years of credited service.  The target ratios are increased  by
1% for each year of service over 20 years, up to a maximum of 30 years
of  service.   In accordance with the SERP formula, the target  ratios
are  reduced  for each year of service below 20 years.   The  credited
years of service under this plan are identical to the years of service
for  Named Executive Officers (other than Ms. Conley, Mr. Jackson, Mr.
Wilder  and  Mr.  Yelverton) disclosed above in the  section  entitled
"Pension  Plan Tables-Retirement Income Plan Table".  Ms. Conley,  Mr.
Jackson,  Mr.  Wilder, and Mr. Yelverton have 2  years,  28  years,  3
years,  and  32  years, respectively, of credited service  under  this
plan.

      The  amended  plan  provides that a single employee  receives  a
lifetime  annuity and a married employee receives the reduced  benefit
with  a  50%  surviving spouse annuity.  Other actuarially  equivalent
options  are available to each retiree.  SERP benefits are  offset  by
any and all defined benefit plan payments from Entergy.  SERP benefits
are not subject to Social Security offsets.

      Eligibility  for  and  receipt of  benefits  under  any  of  the
executive  plans described above are contingent upon several  factors.
The  participant  must  agree, without the  specific  consent  of  the
Entergy company for which such participant was last employed,  not  to
take   employment  after  retirement  with  any  entity  that  is   in
competition  with, or similar in nature to, Entergy Arkansas,  Entergy
Gulf  States,  Entergy  Louisiana, Entergy  Mississippi,  Entergy  New
Orleans,  and System Energy or any affiliate thereof. Eligibility  for
benefits is forfeitable for various reasons, including violation of an
agreement   with  Entergy  Arkansas,  Entergy  Gulf  States,   Entergy
Louisiana,  Entergy  Mississippi,  Entergy  New  Orleans,  and  System
Energy, certain resignations of employment, or certain terminations of
employment without Company permission.

      In  addition  to  the  Retirement Income Plan  discussed  above,
Entergy  Gulf  States provides, among other benefits to  officers,  an
Executive Income Security Plan for key managerial personnel.  The plan
provides    participants   with   certain   retirement,    disability,
termination,  and  survivors'  benefits.   To  the  extent  that  such
benefits are not funded by the employee benefit plans of Entergy  Gulf
States  or  by  vested  benefits payable by the  participants'  former
employers,  Entergy  Gulf  States is obligated  to  make  supplemental
payments  to participants or their survivors.  The plan provides  that
upon  the  death or disability of a participant during his employment,
he  or his designated survivors will receive (i) during the first year
following  his death or disability an amount not to exceed his  annual
base  salary,  and  (ii) thereafter for a number of  years  until  the
participant attains or would have attained age 65, but not  less  than
nine  years,  an amount equal to one-half of the participant's  annual
base  salary.  The plan also provides supplemental retirement benefits
for life for participants retiring after reaching age 65 equal to one-
half  of the participant's average final compensation rate, with  one-
half  of  such benefit upon the death of the participant being payable
to a surviving spouse for life.

     Entergy Gulf States amended and restated the plan effective March
1,  1991,  to  provide  such  benefits for life  upon  termination  of
employment  of  a  participating officer or  key  managerial  employee
without cause (as defined in the plan) or if the participant separates
from employment for good reason (as defined in the plan), with 1/2  of
such  benefits to be payable to a surviving spouse for life.  Further,
the plan was amended to provide medical benefits for a participant and
his family when the participant separates from service.  These medical
benefits  generally  continue until the  participant  is  eligible  to
receive  medical benefits from a subsequent employer; but in the  case
of  a  participant  who is over 50 at the time of separation  and  was
participating in the plan on March 1, 1991, medical benefits  continue
for  life.  By virtue of the 1991 amendment and restatement,  benefits
for  a  participant under such plan cannot be modified once he becomes
eligible  to participate in the plan.  Mr. Domino is a participant  in
this plan.

                       Compensation of Directors

      For  information  regarding compensation  of  the  directors  of
Entergy  Corporation,  see  the  Proxy  Statement  under  the  heading
"Director  Compensation", which information is incorporated herein  by
reference.   Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
Entergy  Mississippi, Entergy New Orleans, and System Energy currently
have  no non-employee directors, and none of the current directors  of
these   companies  are  compensated  for  their  responsibilities   as
director.

      Retired  non-employee  directors of  Entergy  Arkansas,  Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans with a minimum
of  five  years  of service on the respective Boards of Directors  are
paid  $200 a month for a term of years corresponding to the number  of
years  of active service as directors.  Retired non-employee directors
with  over ten years of service receive a lifetime benefit of  $200  a
month.   Years  of  service as an advisory director  are  included  in
calculating  this benefit.  System Energy has no retired  non-employee
directors.

     Retired  non-employee directors of Entergy  Gulf  States  receive
retirement  benefits  under a plan in which all directors  who  served
continuously for a period of years will receive a percentage of  their
retainer fee in effect at the time of their retirement for life.   The
retirement  benefit is 30 percent of the retainer fee for  service  of
not less than five nor more than nine years, 40 percent for service of
not  less  than ten nor more than fourteen years, and 50  percent  for
fifteen  or  more years of service.  For those directors  who  retired
prior  to  the retirement age, their benefits are reduced.   The  plan
also  provides disability retirement and optional hospital and medical
coverage if the director has served at least five years prior  to  the
disability.   The retired director pays one-third of the  premium  for
such  optional hospital and medical coverage and Entergy  Gulf  States
pays  the  remaining  two-thirds.  Years of  service  as  an  advisory
director are included in calculating this benefit.

  Executive Retention and Employment Agreements and Change-in-Control
                             Arrangements

Entergy Gulf States

      As  a  result  of  the merger between Entergy and  Entergy  Gulf
States,  Entergy  Gulf States is obligated to pay benefits  under  the
Executive  Income Security Plan to those persons who were participants
at  the  time of the merger and who later terminated their  employment
under circumstances described in the plan.  For additional description
of  the  benefits under the Executive Income Security  Plan,  see  the
"Pension  Plan Tables-System Executive Retirement Plan Table"  section
noted above.

Entergy  Arkansas,  Entergy  Gulf States, Entergy  Louisiana,  Entergy
Mississippi, Entergy New Orleans, and System Energy

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

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

  o  Entergy will pay to him a lump sum cash severance payment equal
     to three times (in limited circumstances, five times) the sum of Mr.
     Leonard's base salary and target annual incentive award;

  o  Entergy will pay to him a pro rata annual incentive award, based
     on an assumed maximum annual achievement of applicable performance
     goals;

  o  his supplemental retirement benefit will fully vest, will  be
     determined as if he had remained employed with Entergy until the
     attainment of age 55, and will commence upon his attainment of age 55;

  o  he will be entitled to immediate payment of performance awards,
     based upon an assumed target achievement of applicable performance
     goals;

  o  all of his stock options will become fully vested and will remain
     outstanding for their full ten-year term; and

  o  Entergy will pay to him a "gross-up" payment in respect of any
     excise taxes he might incur.

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

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

  o  Entergy will pay to him a lump sum cash severance payment equal
     to $2.8 million if such termination occurs prior to completion of a
     Merger or equal to $2.3 million if such termination occurs following
     completion of a Merger;

  o  Entergy will pay to him a pro rata annual incentive award, based
     on an assumed maximum achievement of applicable performance goals, if
     such termination occurs following completion of a Merger;

  o  he will be entitled to immediate payment of performance awards
     based upon an assumed target achievement of applicable performance
     goals, if such termination occurs prior to completion of a Merger, or
     based upon an assumed maximum achievement of applicable performance
     goals, if such termination occurs following completion of a Merger;

  o  all of his stock options will become fully vested and will remain
     outstanding for their full ten-year term;

  o  he will be entitled to receive a supplemental retirement benefit
     that, when combined with Mr. Hintz's SERP benefit, equals the benefit
     he  would  have earned under the terms of the SERP as in  effect
     immediately prior to March 25, 1998; and

  o  Entergy will pay to him a "gross-up" payment in respect of any
     excise taxes he might incur.

Retention  Agreement with Mr. Jackson - The retention agreement  with
Mr.  Jackson  provides that upon retirement in  accordance  with  the
agreement,  Mr.  Jackson:   (a)  will be  entitled  to  a  subsidized
retirement  benefit  equal to the applicable nonqualified  retirement
benefit payable to Mr. Jackson without reduction for early retirement
("Subsidized  Retirement  Benefit");  and  (b)  may  enter   into   a
consulting  arrangement with Entergy through March  31,  2005,  under
terms and conditions set forth in the agreement.

     Pursuant  to  the  agreement, should Mr.  Jackson  experience  a
Qualifying  Event (as defined in the agreement) after  the  Successor
Placement  Date  (as defined in the agreement) but before  March  31,
2003, he shall not be entitled to benefits under the System Executive
Continuity Plan but shall instead be entitled to the following:

  o  a  lump sum amount equal to any unpaid base salary that would
     otherwise have been paid through March 31, 2003;

  o  the Subsidized Retirement Benefit; and

  o  all other benefits to which he may be entitled under the terms
     and  conditions of those Entergy plans and programs in which  he
     participates in accordance with the agreement.

     Additionally,  Mr. Jackson is entitled to certain  benefits,  as
described  in the agreement, in the event of a change in control  (as
defined  in the System Executive Continuity Plan) after which Entergy
or  its successor company fails to honor Mr. Mr. Jackson's consulting
arrangement.

Retention  Agreement with Mr. Wilder - The retention  agreement  with
Mr.  Wilder  provides  the following:  if Mr. Wilder  terminates  his
employment  for  any  reason following shareholder  approval  of  the
merger  with  FPL  Group,  or, alternatively,  following  shareholder
approval  of any other Merger, but prior to completion of  a  Merger,
Entergy  will pay to him a lump sum cash severance payment  equal  to
three  times  the sum of his base salary and target annual  incentive
award  and  a  "gross-up" payment in respect of any excise  taxes  he
might incur.

     The  agreement also provides that, as a substitute for the above
entitlement,  upon termination of employment (a) by  Mr.  Wilder  for
"good  reason"  or  by Entergy without "cause",  as  such  terms  are
defined in the agreement, in each case prior to the termination of  a
Merger  or  prior  to the second anniversary of the completion  of  a
Merger,  (b)  by reason of Mr. Wilder's death or disability  while  a
Merger  is pending and for two years after completion of a Merger  or
(c) for any reason following the second anniversary of a Merger:

  o  Mr. Wilder will be entitled to a lump sum cash severance payment
     equal to four times (in limited circumstances, three times) the sum of
     the his base salary and maximum annual incentive award;

  o  Mr. Wilder will be entitled to a pro rata annual incentive award,
     based on an assumed maximum achievement of applicable performance
     goals;

  o  except  in  the case of a termination by reason of  death  or
     disability, he will continue to be employed as a Special Project
     Coordinator at an annual base salary of $200,000, and will continue to
     participate in all of Entergy's benefit plans, until the earliest of
     (a) his attainment of age 55 (at which time he will be deemed eligible
     to retire under Entergy's plans then in effect), (b) his employment
     with a company listed in the Fortune Global 500 Index or (c) his
     employment with any company that has a conflict of interest policy
     that would prohibit his continued employment with Entergy;

  o  Entergy will credit him with 15 additional years of service under
     Entergy's supplemental retirement plan and he may elect to receive
     either (a) approximately $1.9 million in a cash lump sum in full
     settlement of all nonqualified retirement benefits or (b) the benefit
     that he would have earned under the terms of the SERP applicable to
     individuals who became participants on or after March 25, 1998 (which
     amount he may elect to receive upon completion of a Merger);

  o  he will be entitled to immediate vesting of performance awards,
     based upon an assumed maximum achievement of applicable performance
     goals;

  o  all of his stock options will become fully vested and will remain
     outstanding for their full ten-year term; and

  o  he will be entitled to a "gross-up" payment in respect of any
     excise taxes he might incur.

     If  Mr.  Wilder  terminates employment without good  reason  and
other  than  on  account  of death or disability,  on  or  after  the
completion  of  a  Merger and before the second  anniversary  of  the
completion of a Merger:

  o  Mr. Wilder is entitled to a lump sum cash severance payment equal
     to three times the sum of his base salary and target annual incentive
     award;

  o  Mr.  Wilder is entitled to a pro rata annual incentive award,
     based on an assumed maximum achievement of applicable performance
     goals;

  o  he will continue to be employed as a Special Project Coordinator
     at an annual base salary of $200,000, and will continue to participate
     in all of Entergy's benefit plans, until the earliest of (a) his
     attainment of age 55 (at which time he will be deemed eligible to
     retire under Entergy's plans then in effect), (b) his employment with
     a company listed in the Fortune Global 500 Index or (c) his employment
     with any company that has a conflict of interest policy that would
     prohibit his continued employment with Entergy;

  o  Entergy will credit him with 15 additional years of service under
     Entergy's supplemental retirement plan and he may elect either (a)
     approximately $1.9 million in a cash lump sum in full settlement of
     all nonqualified retirement benefits or (b) the benefit that he would
     have earned under the terms of the SERP applicable to individuals who
     became participants on or after March 25, 1998 (which amount he may
     elect to receive upon completion of a Merger);

  o  he will be entitled to immediate vesting of performance awards,
     based upon an assumed target achievement of applicable performance
     goals;

  o  all of his stock options will become fully vested and will remain
     outstanding for their full ten-year term; and

  o  he will be entitled to a "gross-up" payment in respect of any
     excise taxes he might incur.

Retention Agreement with Mr. Yelverton - The retention agreement with
Mr.  Yelverton provides that he will be paid cash retention  payments
of  $680,000  on  each  of  the  first  three  anniversaries  of  the
completion of a Merger if he remains employed on each of those dates.
The agreement also provides that upon termination of employment while
a  Merger is pending and for three years after completion (a) by  Mr.
Yelverton  for "good reason" or by Entergy without "cause",  as  such
terms  are  defined  in  the  agreement  or  (b)  by  reason  of  Mr.
Yelverton's death or disability:

  o  Entergy will pay him a lump sum cash severance payment equal to
     the remaining unpaid portion of the cash retention payments;

  o  he will be entitled to immediate payment of performance awards,
     based upon an assumed target achievement of applicable performance
     goals;

  o  all of his stock options will become fully vested and will remain
     outstanding for their full ten-year term; and

  o  Entergy will pay to him a "gross-up" payment in respect of any
     excise taxes he might incur.

System  Executive  Continuity  Plan -  Ms.  Conley,  Mr.  Domino,  Mr.
McDonald,  Mr.  Packer  and Ms. Shanks are participants  in  Entergy's
System  Executive  Continuity Plan, which provides severance  pay  and
benefits  under specified circumstances following a change in control.
In  the  event a participant's employment is involuntarily  terminated
without  cause  or if a participant terminates for good reason  during
the change in control period, the participant will be entitled to:

  o  a cash severance payment equal to 1-3 times (depending on the
     participant's System Management Level) base annual salary and target
     award payable over a continuation period of 1-3 years (depending on
     the participant's System Management Level);

  o  continued  medical  and  dental insurance  coverage  for  the
     continuation period (subject to offset for any similar  coverage
     provided by the participant's new employer);

  o  immediate vesting of performance awards, based upon an assumed
     achievement of applicable performance targets; and

  o  payment of a "gross-up" payment in respect of any excise taxes
     the participant might incur.

     Participants  in  the  Continuity  Plan  are  subject  to  post-
employment    restrictive    covenants,   including    noncompetition
provisions,  which  run  for two years for  executive  officers,  but
extend to three years if permissible under applicable law.

       Personnel Committee Interlocks and Insider Participation

      The  compensation  of  Entergy Arkansas,  Entergy  Gulf  States,
Entergy  Louisiana,  Entergy Mississippi,  Entergy  New  Orleans,  and
System Energy executive officers was set by the Personnel Committee of
Entergy Corporation's Board of Directors, composed solely of Directors
of Entergy Corporation.

Item  12.   Security  Ownership  of  Certain  Beneficial  Owners   and
Management

      Entergy Corporation owns 100% of the outstanding common stock of
registrants Entergy Arkansas, Entergy Gulf States, Entergy  Louisiana,
Entergy  Mississippi,  Entergy New Orleans, and  System  Energy.   The
information with respect to persons known by Entergy Corporation to be
beneficial owners of more than 5% of Entergy Corporation's outstanding
common  stock is included under the heading "Stockholders Who  Own  at
Least  Five  Percent"  in the Proxy Statement,  which  information  is
incorporated  herein  by  reference.   The  registrants  know  of   no
contractual arrangements that may, at a subsequent date, result  in  a
change in control of any of the registrants.

      As  of  December  31, 2001, the directors, the  Named  Executive
Officers,  and  the  directors and officers as  a  group  for  Entergy
Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
Entergy   Mississippi,  Entergy  New  Orleans,  and   System   Energy,
respectively, beneficially owned directly or indirectly  common  stock
of Entergy Corporation as indicated:

                            Entergy Corporation       Entergy Corporation
                                Common Stock        Stock Equivalent Units (e)
                            Amount and Nature of
                           Beneficial Ownership(a)
                          Sole Voting
                             and              Other
                          Investment      Beneficial
            Name             Power        Ownership(d)

Entergy Corporation
Maureen S. Bateman*            900                -            800
W. Frank Blount*             7,434                -          8,000
George W. Davis*             2,100                -          2,400
Simon D. deBree*               140                -              -
Claiborne P. Deming*           (c)                -              -
Norman C. Francis*           3,100                -          5,600
Frank F. Gallaher**          8,091           54,667         47,041
Donald C. Hintz**            3,715          414,499         26,861
Jerry D. Jackson**          23,447          138,333         25,721
J. Wayne Leonard***         13,065          585,600              -
Robert v.d. Luft*           22,672          214,166          7,200
Kathleen A. Murphy*          1,900 (b)            -            800
Paul W. Murrill*             2,722                -          8,000
James R. Nichols*            9,757                -          8,000
William A. Percy, II*        1,150                -            800
Dennis H. Reilley*             600                -          1,600
Wm. Clifford Smith*         10,400                -          8,000
Bismark A. Steinhagen*      10,247                -          8,000
C. John Wilder**             9,234          140,199         53,693
All directors and executive
  officers                 153,136        1,776,548        265,462

<PAGE>
                            Entergy Corporation       Entergy Corporation
                                Common Stock        Stock Equivalent Units (e)
                            Amount and Nature of
                           Beneficial Ownership(a)
                          Sole Voting
                             and              Other
                          Investment      Beneficial
            Name             Power        Ownership(d)

Entergy Arkansas
Donald C Hintz***            3,715          414,499          26,861
Jerry D. Jackson**          23,447          138,333          25,721
J. Wayne Leonard**          13,065          585,600               -
Hugh T. McDonald***          3,728           21,166             877
Richard J. Smith*              307           66,665             229
C. John Wilder***            9,234          140,199          53,693
All directors and executive
  officers                  84,065        1,587,548         207,142


Entergy Gulf States
E. Renae Conley***           1,148           29,866          10,299
Joseph F. Domino***         10,142           33,253           6,043
Donald C. Hintz***           3,715          414,499          26,861
Jerry D. Jackson**          23,447          138,333          25,721
J. Wayne Leonard**          13,065          585,600               -
Richard J. Smith*              307           66,665             229
C. John Wilder***            9,234          140,199          53,693
All directors and executive
  officers                 112,560        1,698,119         231,160


Entergy Louisiana
E. Renae Conley***           1,148           29,866          10,299
Donald C. Hintz***           3,715          414,499          26,861
Jerry D. Jackson**          23,447          138,333          25,721
J. Wayne Leonard**          13,065          585,600               -
Richard J. Smith*              307           66,665             229
C. John Wilder***            9,234          140,199          53,693
All directors and executive
  officers                 102,296        1,658,733         224,852


Entergy Mississippi
Donald C. Hintz***           3,715          414,499          26,861
Jerry D. Jackson**          23,447          138,333          25,721
J. Wayne Leonard**          13,065          585,600               -
Carolyn C. Shanks***         3,960           15,284           1,556
Richard J. Smith*              307           66,665             229
C. John Wilder***            9,234          140,199          53,693
All directors and executive
  officers                  89,380        1,587,566         210,308



<PAGE>
                            Entergy Corporation       Entergy Corporation
                                Common Stock        Stock Equivalent Units (e)
                            Amount and Nature of
                           Beneficial Ownership(a)
                          Sole Voting
                             and              Other
                          Investment      Beneficial
            Name             Power        Ownership(d)

Entergy New Orleans
Donald C. Hintz***           3,715          414,499         26,861
Jerry D. Jackson**          23,447          138,333         25,721
J. Wayne Leonard**          13,065          585,600              -
Daniel F. Packer***          3,423           35,016          3,007
Richard J. Smith*              307           66,665            229
C. John Wilder***            9,234          140,199         53,693
All directors and executive
  officers                  86,428        1,610,289        209,269

System Energy
Donald C. Hintz***           3,715          414,499         26,861
Jerry D. Jackson**          23,447          138,333         25,721
J. Wayne Leonard**          13,065          585,600              -
C. John Wilder***            9,234          140,199         53,693
Jerry W. Yelverton***        8,779           57,766            987
All directors and executive
  officers                  75,073        1,435,639        136,299

    * Director of the respective Company
   ** Named Executive Officer of the respective Company
  *** Director and Named Executive Officer of the respective Company

(a) Based  on  information furnished by the respective  individuals.
    Except as noted, each individual has sole voting and investment power.
    The number of shares of Entergy Corporation common stock owned by each
    individual and by all directors and executive officers as a group does
    not exceed one percent of the outstanding Entergy Corporation common
    stock.

(b) Includes  1,000  shares for Ms. Murphy in which  she  has  joint
    ownership.

(c) Mr. Deming was elected to the Board on January 25, 2002 and  now
    owns 50 shares.

(d) Other  Beneficial  Ownership includes, for the  Named  Executive
    Officers,  shares of Entergy Corporation common stock that  may  be
    acquired  within 60 days after December 31, 2001, in  the  form  of
    unexercised stock options awarded pursuant to the Equity  Ownership
    Plan.

(e) Represents the balances of stock equivalent units each executive
    holds under the Executive Annual Incentive Plan Deferral Program and
    the Defined Contribution Restoration Plan.  These units will be paid
    out  in a combination of Entergy Corporation Common Stock and  cash
    based on the value of Entergy Corporation Common Stock on the date of
    payout.  The deferral period is determined by the individual and is at
    least two years from the award of the bonus up until retirement for
    the Executive Annual Incentive Plan and at retirement for the Defined
    Contribution Restoration Plan.  For Directors of Entergy Corporation
    the  units are part of the Service Award for Directors.   All  non-
    employee  directors are credited with 800 units for  each  year  of
    service on the Board up to a maximum of 10 years.


Item 13.  Certain Relationships and Related Transactions

      During 2001, T. Baker Smith & Son, Inc. performed land-surveying
services  for,  and received payments of approximately  $105,229  from
Entergy  companies.   Mr. Wm. Clifford Smith, a  director  of  Entergy
Corporation, is President of T. Baker Smith & Son, Inc.   Mr.  Smith's
children own 100% of the voting stock of T. Baker Smith & Son, Inc.

       See   Item  10,  "Directors  and  Executive  Officers  of   the
Registrants,"   for   information   on   certain   relationships   and
transactions required to be reported under this item.

      Other  than as provided under applicable corporate laws, Entergy
does  not  have  policies  whereby  transactions  involving  executive
officers  and  directors are approved by a majority  of  disinterested
directors.  However,  pursuant  to the  Entergy  Corporation  Code  of
Conduct,  transactions involving an Entergy company and its  executive
officers  must have prior approval by the next higher reporting  level
of  that individual, and transactions involving an Entergy company and
its  directors  must be reported to the secretary of  the  appropriate
Entergy company.

<PAGE>

                                PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form
8-K

(a)1. Financial  Statements  and  Independent  Auditors'  Reports  for
      Entergy,   Entergy  Arkansas,  Entergy  Gulf   States,   Entergy
      Louisiana, Entergy Mississippi, Entergy New Orleans, and  System
      Energy  are  listed  in the Index to Financial  Statements  (see
      pages 50 and 51)

(a)2. Financial Statement Schedules

      Reports   of  Independent  Accountants  on  Financial  Statement
      Schedules (see page 257)

      Financial  Statement  Schedules  are  listed  in  the  Index  to
      Financial Statement Schedules (see page S-1)

(a)3. Exhibits

      Exhibits  for  Entergy, Entergy Arkansas, Entergy  Gulf  States,
      Entergy  Louisiana,  Entergy Mississippi, Entergy  New  Orleans,
      and  System Energy are listed in the Exhibit Index (see page  E-
      1).    Each   management  contract  or  compensatory   plan   or
      arrangement  required  to  be filed  as  an  exhibit  hereto  is
      identified as such by footnote in the Exhibit Index.

(b)   Reports on Form 8-K

      Entergy Corporation, Entergy Arkansas, Entergy Gulf States,
      Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and
      System Energy

      A Current Report on Form 8-K, dated August 13, 2001, was filed
      with the SEC on August 13, 2001, reporting information under
      Item 4. "Changes in Registrant's Certifying Accountant" and
      Item 7. "Financial Statements, Pro Forma Financial Statements
      and Exhibits".

      Entergy Corporation and Entergy Arkansas

      A  Current  Report  on Form 8-K, dated December  10,  2001,  was
      filed  with  the SEC on December 10, 2001, reporting information
      under Item 5. "Other Information".

      Entergy Corporation

      A  Current Report on Form 8-K, dated January 8, 2002, was  filed
      with  the  SEC  on January 8, 2002, reporting information  under
      Item  7.  "Financial Statements, Pro Forma Financial  Statements
      and Exhibits" and Item 9. "Regulation FD Disclosure".

      Entergy Corporation

      A  Current Report on Form 8-K, dated January 31, 2002, was filed
      with  the  SEC on January 31, 2002, reporting information  under
      Item  7.  "Financial Statements, Pro Forma Financial  Statements
      and Exhibits" and Item 9. "Regulation FD Disclosure".



<PAGE>
                          ENTERGY CORPORATION

                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.


                                      ENTERGY CORPORATION



                                      By /s/ Nathan E. Langston
                                      Nathan E. Langston, Senior Vice President
                                      and Chief Accounting Officer

                                      Date: March 14, 2002


      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf  of  the  registrant and in the capacities  and  on  the  dates
indicated.  The signature of each of the undersigned shall  be  deemed
to  relate only to matters having reference to the above-named company
and any subsidiaries thereof.


      Signature                      Title                 Date




    /s/ Nathan E. Langston
      Nathan E. Langston   Senior Vice President and  March 14, 2002
                            Chief Accounting Officer
                         (Principal Accounting Officer)




     J.  Wayne  Leonard (Chief Executive Officer and Director;
     Principal Executive  Officer); Robert v.d. Luft (Chairman
     of the  Board  and  Director);  C. John Wilder (Executive
     Vice  President and   Chief  Financial Officer; Principal
     Financial Officer); Maureen S.  Bateman, W. Frank Blount,
     George  W.  Davis,   Simon  deBee,   Norman  C.  Francis,
     Kathleen  A. Murphy,  Paul  W. Murrill, James R. Nichols,
     William  A. Percy,  II,  Dennis H. Reilley,  Wm. Clifford
     Smith, and Bismark A. Steinhagen (Directors).



     By: /s/ Nathan E. Langston                   March 14, 2002
     (Nathan E. Langston, Attorney-in-fact)


<PAGE>
                        ENTERGY ARKANSAS, INC.

                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.

                                      ENTERGY ARKANSAS, INC.



                                      By     /s/ Nathan E. Langston
                                      Nathan E. Langston, Senior Vice President
                                      and Chief Accounting Officer

                                      Date: March 14, 2002


      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf  of  the  registrant and in the capacities  and  on  the  dates
indicated.  The signature of each of the undersigned shall  be  deemed
to  relate only to matters having reference to the above-named company
and any subsidiaries thereof.


          Signature                  Title                 Date




   /s/ Nathan E. Langston
      Nathan E. Langston   Senior Vice President and  March 14, 2002
                            Chief Accounting Officer
                         (Principal Accounting Officer)




     Hugh T. McDonald (Chairman of the Board, President, Chief
     Executive  Officer,  and  Director;  Principal  Executive
     Officer); C. John Wilder (Executive Vice President, Chief
     Financial  Officer,  and  Director;  Principal  Financial
     Officer);   Donald   C.  Hintz  and  Richard   J.   Smith
     (Directors).



     By: /s/ Nathan E. Langston                 March 14, 2002
     (Nathan E. Langston, Attorney-in-fact)


<PAGE>
                       ENTERGY GULF STATES, INC.

                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.


                                      ENTERGY GULF STATES, INC.



                                      By       /s/ Nathan E. Langston
                                      Nathan E. Langston, Senior Vice President
                                      and Chief Accounting Officer

                                      Date: March 14, 2002



      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf  of  the  registrant and in the capacities  and  on  the  dates
indicated.  The signature of each of the undersigned shall  be  deemed
to  relate only to matters having reference to the above-named company
and any subsidiaries thereof.


      Signature                      Title                 Date




    /s/ Nathan E. Langston
      Nathan E. Langston   Senior Vice President and  March 14, 2002
                           Chief Accounting Officer
                         (Principal Accounting Officer)




     Joseph  F. Domino (Chairman of  the  Board,  President,  Chief
     Executive Officer-Texas,  and  Director;  Principal  Executive
     Officer);  E.  Renae   Conley   (President,  Chief   Executive
     Officer-Louisiana,   and   Director;    Principal    Executive
     Officer);  C.  John  Wilder  (Executive  Vice President, Chief
     Financial Officer, and Director; Principal Financial Officer);
     Donald C. Hintz and Richard J. Smith (Directors).



     By: /s/ Nathan E. Langston                    March 14, 2002
     (Nathan E. Langston, Attorney-in-fact)

<PAGE>
                        ENTERGY LOUISIANA, INC.

                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.

                                      ENTERGY LOUISIANA, INC.



                                      By  /s/ Nathan E. Langston
                                      Nathan E. Langston, Senior Vice President
                                      and Chief Accounting Officer

                                      Date: March 14, 2002


      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf  of  the  registrant and in the capacities  and  on  the  dates
indicated.  The signature of each of the undersigned shall  be  deemed
to  relate only to matters having reference to the above-named company
and any subsidiaries thereof.


          Signature                  Title                 Date




   /s/ Nathan E. Langston
      Nathan E. Langston   Senior Vice President and  March 14, 2002
                           Chief Accounting Officer
                         (Principal Accounting Officer)




     E.  Renae Conley (Chairman of the Board, President, Chief
     Executive  Officer,  and  Director;  Principal  Executive
     Officer); C. John Wilder (Executive Vice President, Chief
     Financial  Officer,  and  Director;  Principal  Financial
     Officer);   Donald   C.  Hintz  and  Richard   J.   Smith
     (Directors).




    By: /s/ Nathan E. Langston                   March 14, 2002
     (Nathan E. Langston, Attorney-in-fact)

<PAGE>


                       ENTERGY MISSISSIPPI, INC.

                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.

                                      ENTERGY MISSISSIPPI, INC.



                                      By       /s/ Nathan E. Langston
                                      Nathan E. Langston, Senior Vice President
                                      and Chief Accounting Officer

                                      Date: March 14, 2002


      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf  of  the  registrant and in the capacities  and  on  the  dates
indicated.  The signature of each of the undersigned shall  be  deemed
to  relate only to matters having reference to the above-named company
and any subsidiaries thereof.


          Signature                  Title                 Date




   /s/ Nathan E. Langston
      Nathan E. Langston   Senior Vice President and  March 14, 2002
                           Chief Accounting Officer
                         (Principal Accounting Officer)




     Carolyn  C.  Shanks  (Chairman of the  Board,  President,
     Chief   Executive   Officer,  and   Director;   Principal
     Executive  Officer);  C.  John  Wilder  (Executive   Vice
     President,   Chief  Financial  Officer,   and   Director;
     Principal Financial Officer); Donald C. Hintz and Richard
     J. Smith (Directors).




     By: /s/ Nathan E. Langston                    March 14, 2002
     (Nathan E. Langston, Attorney-in-fact)

<PAGE>
                       ENTERGY NEW ORLEANS, INC.

                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.

                                      ENTERGY NEW ORLEANS, INC.



                                      By       /s/ Nathan E. Langston
                                      Nathan E. Langston, Senior Vice President
                                      and Chief Accounting Officer

                                      Date: March 14, 2002


      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf  of  the  registrant and in the capacities  and  on  the  dates
indicated.  The signature of each of the undersigned shall  be  deemed
to  relate only to matters having reference to the above-named company
and any subsidiaries thereof.


          Signature                  Title                 Date




    /s/ Nathan E. Langston
      Nathan E. Langston   Senior Vice President and  March 14, 2002
                           Chief Accounting Officer
                         (Principal Accounting Officer)




     Daniel F. Packer (Chairman of the Board, President, Chief
     Executive  Officer,  and  Director;  Principal  Executive
     Officer); C. John Wilder (Executive Vice President, Chief
     Financial  Officer,  and  Director;  Principal  Financial
     Officer);   Donald   C.  Hintz  and  Richard   J.   Smith
     (Directors).




     By: /s/ Nathan E. Langston                 March 14, 2002
     (Nathan E. Langston, Attorney-in-fact)

<PAGE>
                     SYSTEM ENERGY RESOURCES, INC.

                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.  The signature of the undersigned company shall be  deemed
to  relate  only to matters having reference to such company  and  any
subsidiaries thereof.

                                      SYSTEM ENERGY RESOURCES, INC.



                                      By  /s/ Nathan E. Langston
                                      Nathan E. Langston, Senior Vice President
                                      and Chief Accounting Officer

                                      Date: March 14, 2002


      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report has been signed below by the following persons  on
behalf  of  the  registrant and in the capacities  and  on  the  dates
indicated.  The signature of each of the undersigned shall  be  deemed
to  relate only to matters having reference to the above-named company
and any subsidiaries thereof.


          Signature                  Title                 Date




    /s/ Nathan E. Langston
      Nathan E. Langston   Senior Vice President and  March 14, 2002
                           Chief Accounting Officer
                         (Principal Accounting Officer)




     Jerry  W.  Yelverton (Chairman of the  Board,  President,
     Chief   Executive   Officer,  and   Director;   Principal
     Executive  Officer);  C.  John  Wilder  (Executive   Vice
     President,   Chief  Financial  Officer,   and   Director;
     Principal  Financial  Officer);  and  Donald   C.   Hintz
     (Director).




     By: /s/ Nathan E. Langston                    March 14, 2002
     (Nathan E. Langston, Attorney-in-fact)


<PAGE>

                                                     EXHIBIT 23(a)

                    INDEPENDENT AUDITORS' CONSENTS

We   consent  to  the  incorporation  by  reference  in  Post-Effective
Amendments  No. 3 and 5A on Form S-8 and their related prospectuses  to
Registration   Statement  No.  33-54298  on  Form   S-4,   Registration
Statements No. 333-02503 and 333-22007 of Entergy Corporation on Form S-
3  and  Registration Statements No. 333-75097, 333-55692, and 333-68950
of  Entergy  Corporation on Form S-8 of our report  dated  January  31,
2002,  which  report  includes an explanatory paragraph  regarding  the
Corporation's change in 2001 in the method of accounting for derivative
instruments,  appearing in this Annual Report on Form 10-K  of  Entergy
Corporation for the year ended December 31, 2001.

We consent to the incorporation by reference in Registration Statements
No.  33-50289, 333-00103, 333-05045 and 333-39018 of Entergy  Arkansas,
Inc.  on  Form  S-3 of our report dated January 31, 2002, appearing  in
this  Annual Report on Form 10-K of Entergy Arkansas, Inc. for the year
ended December 31, 2001.

We consent to the incorporation by reference in Registration Statements
No.  33-49739, 33-51181 and 333-60957 of Entergy Gulf States,  Inc.  on
Form  S-3 and Registration Statement No. 333-17911 on Form S-2  of  our
report dated January 31, 2002, appearing in this Annual Report on  Form
10-K of Entergy Gulf States, Inc. for the year ended December 31, 2001.

We consent to the incorporation by reference in Registration Statements
No.  33-46085, 33-39221, 33-50937, 333-00105, 333-01329, 333-03567  and
333-93683  of  Entergy Louisiana, Inc. on Form S-3 of our report  dated
January  31,  2002,  appearing  in  this  Annual Report on Form 10-K of
Entergy Louisiana, Inc. for the year ended December 31, 2001.

We consent to the incorporation by reference in Registration Statements
No.  33-53004, 33-55826, 33-50507, 333-64023 and 333-53554  of  Entergy
Mississippi,  Inc.  on Form S-3 of our report dated January  31,  2002,
appearing  in  this Annual Report on Form 10-K of Entergy  Mississippi,
Inc. for the year ended December 31, 2001.

We consent to the incorporation by reference in Registration Statements
No.  33-57926, 333-00255 and 333-95599 of Entergy New Orleans, Inc.  on
Form S-3 of our report dated January 31, 2002, appearing in this Annual
Report  on  Form 10-K of Entergy New Orleans, Inc. for the  year  ended
December 31, 2001.

We consent to the incorporation by reference in Registration Statements
No.  33-47662, 33-61189, and 333-06717 of System Energy Resources, Inc.
on  Form  S-3 of our report dated January 31, 2002, appearing  in  this
Annual  Report on Form 10-K of System Energy Resources,  Inc.  for  the
year ended December 31, 2001.



DELOITTE & TOUCHE LLP

New Orleans, Louisiana
March 14, 2002




<PAGE>

                     INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders of
Entergy Corporation:

We  have  audited  the  consolidated financial statements  of  Entergy
Corporation  and  the financial statements of Entergy Arkansas,  Inc.,
Entergy   Gulf   States,  Inc.,  Entergy  Louisiana,   Inc.,   Entergy
Mississippi,  Inc.,  Entergy  New Orleans,  Inc.,  and  System  Energy
Resources, Inc., as of December 31, 2001 and 2000, and for each of the
three years in the period ended December 31, 2001, and have issued our
reports thereon dated January 31, 2002, our report on the consolidated
financial  statements  of  the  Corporation  includes  an  explanatory
paragraph regarding the Corporation's change in 2001 in the method  of
accounting  for derivative instruments; such financial statements  and
reports  are  included in your 2001 Annual Report to Shareholders  and
are  included  herein.   Our  audits also  included  the  consolidated
financial  statement  schedules of Entergy Corporation  and  financial
statement  schedules of Entergy Arkansas, Inc., Entergy  Gulf  States,
Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy  New
Orleans,  Inc., and System Energy Resources, Inc, listed in  Item  14.
These  financial  statement schedules are the  responsibility  of  the
Corporation's management.  Our responsibility is to express an opinion
based  on  our  audits.   In  our opinion,  such  financial  statement
schedules,  when  considered  in  relation  to  the  basic   financial
statements  taken as a whole, present fairly in all material  respects
the information set forth therein.





DELOITTE & TOUCHE LLP

New Orleans, Louisiana
January 31, 2002


<PAGE>

                INDEX TO FINANCIAL STATEMENT SCHEDULES


Schedule                                                               Page

 I        Financial Statements of Entergy Corporation:
            Statements of Income - For the Years Ended December 31,
               2001, 2000, and 1999                                    S-2
            Statements of Cash Flows - For the Years Ended
               December 31, 2001, 2000, and 1999                       S-3
            Balance Sheets, December 31, 2001 and 2000                 S-4
            Statements of Retained Earnings, Comprehensive Income,
               and Paid-In Capital for the Years Ended December 31,
               2001, 2000, and 1999                                    S-5
 II       Valuation and Qualifying Accounts
            2001, 2000 and 1999:
               Entergy Corporation and Subsidiaries                    S-6
               Entergy Arkansas, Inc.                                  S-7
               Entergy Gulf States, Inc.                               S-8
               Entergy Louisiana, Inc.                                 S-9
               Entergy Mississippi, Inc.                               S-10
               Entergy New Orleans, Inc.                               S-11



      Schedules other than those listed above are omitted because they
are not required, not applicable, or the required information is shown
in the financial statements or notes thereto.

      Columns  have  been  omitted from schedules  filed  because  the
information is not applicable.

<PAGE>

                       ENTERGY CORPORATION

     SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
                       STATEMENTS OF INCOME

                                        For the Years Ended December 31,
                                          2001       2000        1999
                                                 (In Thousands)

Income:
  Equity in income of subsidiaries       $801,155   $698,243  $651,977
  Interest on temporary investments        18,889     12,273     5,703
                                         --------   --------  --------
        Total                             820,044    710,516   657,680
                                         --------   --------  --------

Expenses and Other Deductions:
  Administrative and general expenses      45,525     25,146    85,815
  Income taxes (credit)                     9,787    (15,212)   12,524
  Taxes other than income                     825        661       739
  Interest                                 37,711     20,627     6,143
                                         --------   --------  --------
        Total                              93,848     31,222   105,221
                                         --------   --------  --------

Net Income                               $726,196   $679,294  $552,459
                                         ========   ========  ========

See Entergy Corporation and Subsidiaries Notes to Financial
Statements in Part II, Item 8.


<PAGE>
<TABLE>
<CAPTION>

                          ENTERGY CORPORATION

        SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
                        STATEMENTS OF CASH FLOWS

                                                                 Year to Date December 31,
                                                                2001       2000       1999
                                                                      (In Thousands)
<S>                                                           <C>        <C>        <C>
Operating Activities:
  Net income                                                  $726,196   $679,294   $552,459
  Noncash items included in net income:
    Equity in earnings of subsidiaries                        (801,155)  (698,243)  (651,977)
    Deferred income taxes                                       11,005     (9,014)   (15,237)
    Depreciation                                                 1,391        962      1,438
  Changes in working capital:
    Receivables                                                 (1,804)     2,013        198
    Payables                                                     1,140    (13,822)    17,256
    Other working capital accounts                             489,997     98,489    (83,711)
  Common stock dividends received from subsidiaries            440,300    314,300    532,300
  Other                                                        (19,418)   (11,694)    68,276
                                                              --------   --------   --------
             Net cash flow provided by operating activities    847,652    362,285    421,002
                                                              --------   --------   --------

Investing Activities:
  Investment in subsidiaries                                  (239,180)   194,665    237,121
  Capital expenditures                                            (103)      (360)      (604)
  Changes in other temporary investments                        (4,782)         -          -
  Other                                                            897     (1,000)     9,328
                                                              --------   --------   --------
    Net cash flow provided by (used in) investing activities  (243,168)   193,305    245,845
                                                              --------   --------   --------

Financing Activities:
  Changes in short-term borrowings                             (36,999)   267,000   (165,500)
  Advances to subsidiaries                                      27,067    (32,833)   (32,261)
  Common stock dividends paid                                 (269,122)  (271,019)  (291,483)
  Repurchase of common stock                                   (36,895)  (550,206)  (245,004)
  Notes receivable to/from associated companies               (368,992)         -          -
  Issuance of common stock                                      64,345     41,908     15,320
                                                              --------   --------   --------
    Net cash flow used in financing activities                (620,596)  (545,150)  (718,928)
                                                              --------   --------   --------

Net increase (decrease) in cash and cash equivalents           (16,112)    10,440    (52,081)

Cash and cash equivalents at beginning of period                26,933     16,493     68,574
                                                              --------   --------   --------

Cash and cash equivalents at end of period                     $10,821    $26,933    $16,493
                                                              ========   ========   ========
See Entergy Corporation and Subsidiaries Notes to Financial Statements
in Part II, Item 8.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                           ENTERGY CORPORATION

        SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
                              BALANCE SHEETS

                                                                   December 31,
                                                                2001        2000
                        ASSETS                                    (In Thousands)
<S>                                                          <C>         <C>
Current Assets:
  Cash and cash equivalents:
     Temporary cash investments - at cost,
        which approximates market                               $10,821     $26,933
                                                             ----------  ----------
          Total cash and cash equivalents                        10,821      26,933
  Other temporary investments                                     4,782           -
  Notes receivable - associated companies                       368,992           -
  Accounts receivable - associated companies                      4,915      20,932
  Other                                                           2,517       2,012
                                                             ----------  ----------
           Total                                                392,027      49,877
                                                             ----------  ----------

Investment in Wholly-owned Subsidiaries                       7,860,109   7,310,589

Deferred Debits and Other Assets                                 98,488     154,658
                                                             ----------  ----------

           Total                                             $8,350,624  $7,515,124
                                                             ==========  ==========
         LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Notes payable                                                $350,001    $387,000
  Accounts payable:
    Associated companies                                         13,618       2,206
    Other                                                         5,105       3,964
  Taxes accrued                                                 215,368      13,123
  Other current liabilities                                       7,861      10,542
                                                             ----------  ----------
           Total                                                591,953     416,835
                                                             ----------  ----------

Deferred Credits and Noncurrent Liabilities                     302,651      93,588
                                                             ----------  ----------

Shareholders' Equity:
  Common stock, $.01 par value, authorized
   500,000,000 shares; issued 248,174,087 shares
    in 2001 and 248,094,614 shares in 2000                        2,482       2,481
  Paid-in capital                                             4,662,704   4,660,483
  Retained earnings                                           3,638,448   3,190,640
  Accumulated other comprehensive loss                          (88,794)    (73,998)
  Less cost of treasury stock (27,441,384 shares in
    2001 and 28,490,031 shares in 2000                          758,820     774,905
                                                             ----------  ----------
           Total common shareholders' equity                  7,456,020   7,004,701
                                                             ----------  ----------

           Total                                             $8,350,624  $7,515,124
                                                             ==========  ==========
See Entergy Corporation and Subsidiaries Notes to
Financial Statements in Part II, Item 8.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                            ENTERGY CORPORATION
  CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME, AND
                               PAID-IN CAPITAL

                                                              For the Years Ended December 31,
                                                  2001                     2000                    1999
                                                                       (In Thousands)
<S>                                            <C>        <C>         <C>           <C>         <C>         <C>
             RETAINED EARNINGS
Retained Earnings - Beginning of period          $3,190,639               $2,786,467              $2,526,888

     Add  - Earnings applicable to common stock     726,196    $726,196      679,294   $679,294      552,459    $552,459

     Deduct:
        Dividends declared on common stock          278,342                  275,929                 294,352
        Capital stock and other expenses                 45                     (807)                 (1,472)
                                                 ----------               ----------              ----------
              Total                                 278,387                  275,122                 292,880
                                                 ----------               ----------              ----------

Retained Earnings - End of period                $3,638,448               $3,190,639              $2,786,467
                                                 ==========               ==========              ==========




ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
                (Net of tax):
Balance at beginning of period                     ($75,033)                ($73,805)               ($46,739)
Cumulative effect to January 1, 2001 of
 accounting change regarding fair value
 of derivative instruments                          (18,021)                       -                       -
Net derivative instrument fair value changes
  arising during the period                              48          48            -          -            -           -
Foreign currency translation adjustments              4,615       4,615       (5,216)     (5,216)    (22,043)    (22,043)
Net unrealized investment gains (losses)               (403)       (403)       3,988       3,988      (5,023)     (5,023)
                                                   --------                 --------                --------

Balance at end of period:
  Accumulated derivative instrument fair
   value changes                                    (17,973)                       -                       -
  Other accumulated comprehensive income
   (loss) items                                     (70,821)                 (75,033)                (73,805)
                                                   --------                 --------                --------
     Total                                         ($88,794)                ($75,033)               ($73,805)
                                                   ========    --------     ========    --------    ========    --------
Comprehensive Income                                           $730,456                 $678,066                $525,393
                                                               ========                 ========                ========




              PAID-IN CAPITAL
Paid-in Capital - Beginning of period            $4,660,483               $4,636,163              $4,630,609

     Add:
       Common stock issuances related to
         stock plans                                  2,221                   24,320                   5,554

                                                 ----------               ----------              ----------
Paid-in Capital - End of period                  $4,662,704               $4,660,483              $4,636,163
                                                 ==========               ==========              ==========


See Entergy Corporation and Subsidiaries Notes to Financial
Statements in Part II, Item 8.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                ENTERGY CORPORATION AND SUBSIDIARIES

          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
           Years Ended December 31, 2001, 2000, and 1999
                            (In Thousands)

             Column A                 Column B      Column C      Column D      Column E
                                                                   Other
                                                   Additions      Changes
                                                                Deductions
                                     Balance at                     from         Balance
                                      Beginning    Charged to    Provisions      at End
           Description                of Period      Income       (Note 1)      of Period
<S>                                       <C>         <C>            <C>         <C>
Year ended December 31, 2001
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                       $9,947      $12,762        $3,454      $19,255
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                   $(108,351)     $45,714      $140,900    $(203,537)
  Injuries and damages (Note 2)           35,135       20,334        26,084       29,385
  Environmental                           37,183        7,442         9,823       34,802
                                        --------      -------      --------    ---------
     Total                              $(36,033)     $73,490      $176,807    $(139,350)
                                        ========      =======      ========    =========

Year ended December 31, 2000
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                       $9,507      $17,550       $17,110       $9,947
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                    $(33,267)     $66,866      $141,950    $(108,351)
  Injuries and damages (Note 2)           34,309       16,785        15,959       35,135
  Environmental                           37,793        9,084         9,694       37,183
                                        --------      -------      --------    ---------
     Total                               $38,835      $92,735      $167,603     $(36,033)
                                        ========      =======      ========    =========

Year ended December 31, 1999
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                      $10,300      $19,349       $20,142       $9,507
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                    $(14,846)     $35,208       $53,629     $(33,267)
  Injuries and damages (Note 2)           28,162       25,162        19,015       34,309
  Environmental                           35,857       11,344         9,408       37,793
                                        --------      -------      --------    ---------
     Total                               $49,173      $71,714       $82,052      $38,835
                                        ========      =======      ========    =========
___________
Notes:
(1) Deductions from provisions represent losses or expenses for which the
    respective provisions were created. In the case of the provision for
    doubtful accounts, such deductions are reduced by recoveries
    of amounts previously written off.

(2) Injuries and damages provision is provided to absorb all current expenses
    as appropriate and for the estimated cost of settling claims for injuries
    and damages.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                ENTERGY ARKANSAS, INC.

                   SCHEDULE II -  VALUATION AND QUALIFYING ACCOUNTS
                     Years Ended December 31, 2001, 2000, and 1999
                                     (In Thousands)

             Column A                 Column B      Column C      Column D      Column E
                                                                   Other
                                                   Additions      Changes
                                                                Deductions
                                     Balance at                     from         Balance
                                      Beginning    Charged to    Provisions      at End
           Description                of Period      Income       (Note 1)      of Period
<S>                                       <C>         <C>            <C>         <C>
Year ended December 31, 2001
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                       $1,667           $-            $-       $1,667
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                    $(80,297)     $16,155      $114,573    $(178,715)
  Injuries and damages (Note 2)            3,152        2,367         2,629        2,890
  Environmental                            7,136        2,181         2,407        6,910
                                        --------      -------      --------    ---------
     Total                              $(70,009)     $20,703      $119,609    $(168,915)
                                        ========      =======      ========    =========

Year ended December 31, 2000
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                       $1,768       $3,840        $3,941       $1,667
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                        $858      $35,521      $116,676     $(80,297)
  Injuries and damages (Note 2)            3,253        1,322         1,423        3,152
  Environmental                            4,934        4,082         1,880        7,136
                                        --------      -------      --------    ---------
     Total                                $9,045      $40,925      $119,979     $(70,009)
                                        ========      =======      ========    =========

Year ended December 31, 1999
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                       $1,753       $4,175        $4,160       $1,768
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                      $7,600      $18,306       $25,048         $858
  Injuries and damages (Note 2)            4,618        2,502         3,867        3,253
  Environmental                            4,894        3,132         3,092        4,934
                                        --------      -------      --------    ---------
     Total                               $17,112      $23,940       $32,007       $9,045
                                        ========      =======      ========    =========
___________
Notes:
(1) Deductions from provisions represent losses or expenses for which the
    respective provisions were created. In the case of the provision for
    doubtful accounts, such deductions are reduced by recoveries of amounts
    previously written off.

(2) Injuries and damages provision is provided to absorb all current expenses
    as appropriate and for the estimated cost of settling claims for injuries
    and damages.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                        ENTERGY GULF STATES,  INC.

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                 Years Ended December 31, 2001, 2000, and 1999
                              (In Thousands)

             Column A                 Column B      Column C      Column D      Column E
                                                                   Other
                                                   Additions      Changes
                                                                Deductions
                                     Balance at                     from         Balance
                                      Beginning    Charged to    Provisions      at End
           Description                of Period      Income       (Note 1)      of Period
<S>                                       <C>         <C>            <C>         <C>
Year ended December 31, 2001
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                       $2,131           $-            $-       $2,131
                                        ========      =======      ========    =========
 Accumulated Provisions
  Not Deducted from Assets--
  Property insurance                     $(5,698)      $4,485        $7,508      $(8,721)
  Injuries and damages (Note 2)            9,406        5,266         7,899        6,773
  Environmental                           20,671        2,306         4,261       18,716
                                        --------      -------      --------    ---------
     Total                               $24,379      $12,057       $19,668      $16,768
                                        ========      =======      ========    =========

Year ended December 31, 2000
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                       $1,828       $4,757        $4,454       $2,131
                                        ========      =======      ========    =========
 Accumulated Provisions
  Not Deducted from Assets--
  Property insurance                     $(3,452)      $4,486        $6,732      $(5,698)
  Injuries and damages (Note 2)            8,684        6,538         5,816        9,406
  Environmental                           24,445        1,844         5,618       20,671
                                        --------      -------      --------    ---------
     Total                               $29,677      $12,868       $18,166      $24,379
                                        ========      =======      ========    =========

Year ended December 31, 1999
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                       $1,735       $4,271        $4,178       $1,828
                                        ========      =======      ========    =========
 Accumulated Provisions
  Not Deducted from Assets--
  Property insurance                     $(4,184)      $4,486        $3,754      $(3,452)
  Injuries and damages (Note 2)            4,759        9,810         5,885        8,684
  Environmental                           22,309        4,187         2,051       24,445
                                        --------      -------      --------    ---------
     Total                               $22,884      $18,483       $11,690      $29,677
                                        ========      =======      ========    =========

___________
Notes:
(1) Deductions from provisions represent losses or expenses for which the
    respective provisions were created. In the case of the provision for
    doubtful accounts, such deductions are reduced by recoveries of amounts
    previously written off.

(2) Injuries and damages provision is provided to absorb all current expenses
    as appropriate and for the estimated cost of settling claims for injuries
    and damages.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          ENTERGY LOUISIANA, INC.

              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
               Years Ended December 31, 2001, 2000, and 1999
                              (In Thousands)

             Column A                 Column B      Column C      Column D      Column E
                                                                   Other
                                                   Additions      Changes
                                                                Deductions
                                     Balance at                     from         Balance
                                      Beginning    Charged to    Provisions      at End
           Description                of Period      Income       (Note 1)      of Period
<S>                                       <C>         <C>            <C>         <C>
Year ended December 31, 2001
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                       $1,771           $-            $-       $1,771
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                    $(27,040)     $11,900       $11,435     $(26,575)
  Injuries and damages (Note 2)           11,583        3,674         5,428        9,829
  Environmental                            7,793        2,051         1,717        8,127
                                        --------      -------      --------    ---------
     Total                               $(7,664)     $17,625       $18,580      $(8,619)
                                        ========      =======      ========    =========

Year ended December 31, 2000
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                       $1,615       $4,603        $4,447       $1,771
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                    $(24,089)     $11,900       $14,851     $(27,040)
  Injuries and damages (Note 2)           12,452        3,889         4,758       11,583
  Environmental                            7,022        2,132         1,361        7,793
                                        --------      -------      --------    ---------
     Total                               $(4,615)     $17,921       $20,970      $(7,664)
                                        ========      =======      ========    =========

Year ended December 31, 1999
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                       $1,164       $4,797        $4,346       $1,615
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                    $(17,825)      $6,680       $12,944     $(24,089)
  Injuries and damages (Note 2)           13,124        7,038         7,710       12,452
  Environmental                            7,236        1,059         1,273        7,022
                                        --------      -------      --------    ---------
     Total                                $2,535      $14,777       $21,927      $(4,615)
                                        ========      =======      ========    =========

___________
Notes:
(1) Deductions from provisions represent losses or expenses for which the
    respective provisions were created. In the case of the provision for
    doubtful accounts, such deductions are reduced by recoveries
    of amounts previously written off.

(2) Injuries and damages provision is provided to absorb all current expenses
    as appropriate and for the estimated cost of settling claims for injuries
    and damages.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                         ENTERGY MISSISSIPPI,  INC.

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                 Years Ended December 31, 2001, 2000, and 1999
                                (In Thousands)

             Column A                 Column B      Column C      Column D      Column E
                                                                   Other
                                                   Additions      Changes
                                                                Deductions
                                     Balance at                     from         Balance
                                      Beginning    Charged to    Provisions      at End
           Description                of Period      Income       (Note 1)      of Period
<S>                                       <C>         <C>            <C>         <C>
Year ended December 31, 2001
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                       $1,044           $-            $-       $1,044
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                     $(4,765)     $13,124        $7,080       $1,279
  Injuries and damages (Note 2)            6,694        8,196         8,584        6,306
  Environmental                              511          581           605          487
                                        --------      -------      --------    ---------
     Total                                $2,440      $21,901       $16,269       $8,072
                                        ========      =======      ========    =========

Year ended December 31, 2000
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                         $886       $2,635        $2,477       $1,044
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                    $(16,356)     $14,956        $3,365      $(4,765)
  Injuries and damages (Note 2)            6,849        1,579         1,734        6,694
  Environmental                              594          418           501          511
                                        --------      -------      --------    ---------
     Total                               $(8,913)     $16,953        $5,600       $2,440
                                        ========      =======      ========    =========

Year ended December 31, 1999
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                       $1,217       $2,106        $2,437         $886
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                    $(11,543)      $5,736       $10,549     $(16,356)
  Injuries and damages (Note 2)            3,796        2,950          (103)       6,849
  Environmental                              704          895         1,005          594
                                        --------      -------      --------    ---------
     Total                               $(7,043)      $9,581       $11,451      $(8,913)
                                        ========      =======      ========    =========

___________
Notes:
(1) Deductions from provisions represent losses or expenses for which the
    respective provisions were created. In the case of the provision for
    doubtful accounts, such deductions are reduced by recoveries of amounts
    previously written off.

(2) Injuries and damages provision is provided to absorb all current expenses
    as appropriate and for the estimated cost of settling claims for injuries
    and damages.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                      ENTERGY NEW  ORLEANS,  INC.

           SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
            Years Ended December 31, 2001, 2000, and 1999
                             (In Thousands)

             Column A                 Column B      Column C      Column D      Column E
                                                                   Other
                                                   Additions      Changes
                                                                Deductions
                                     Balance at                     from         Balance
                                      Beginning    Charged to    Provisions      at End
           Description                of Period      Income       (Note 1)      of Period
<S>                                       <C>         <C>            <C>         <C>
Year ended December 31, 2001
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                         $770       $4,918        $3,454       $2,234
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                      $9,449          $50          $304       $9,195
  Injuries and damages (Note 2)            4,300          831         1,544        3,587
  Environmental                            1,072          323           833          562
                                        --------      -------      --------    ---------
     Total                               $14,821       $1,204        $2,681      $13,344
                                        ========      =======      ========    =========

Year ended December 31, 2000
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                         $846       $1,715        $1,791         $770
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                      $9,772           $3          $326       $9,449
  Injuries and damages (Note 2)            3,071        3,457         2,228        4,300
  Environmental                              798          608           334        1,072
                                        --------      -------      --------    ---------
     Total                               $13,641       $4,068        $2,888      $14,821
                                        ========      =======      ========    =========

Year ended December 31, 1999
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                         $761       $1,936        $1,851         $846
                                        ========      =======      ========    =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                     $11,106           $-        $1,334       $9,772
  Injuries and damages (Note 2)            1,865        2,862         1,656        3,071
  Environmental                              714        2,071         1,987          798
                                        --------      -------      --------    ---------
     Total                               $13,685       $4,933        $4,977      $13,641
                                        ========      =======      ========    =========

___________
Notes:
(1) Deductions from provisions represent losses or expenses for which the
    respective provisions were created. In the case of the provision for
    doubtful accounts, such deductions are reduced by recoveries of amounts
    previously written off.

(2) Injuries and damages provision is provided to absorb all current expenses
    as appropriate and for the estimated cost of settling claims for injuries
    and damages.


</TABLE>
<PAGE>
                          EXHIBIT INDEX


    The following exhibits indicated by an asterisk preceding the
exhibit  number are filed herewith.  The balance of the  exhibits
have  heretofore  been filed with the SEC, respectively,  as  the
exhibits  and  in the file numbers indicated and are incorporated
herein  by  reference.   The  exhibits  marked  with  a  (+)  are
management   contracts  or  compensatory  plans  or  arrangements
required  to  be filed herewith and required to be identified  as
such  by  Item 14 of Form 10-K.  Reference is made to a duplicate
list  of exhibits being filed as a part of this Form 10-K,  which
list,  prepared in accordance with Item 102 of Regulation S-T  of
the SEC, immediately precedes the exhibits being physically filed
with this Form 10-K.

(3) (i)  Articles of Incorporation

Entergy Corporation

(a)    1   --     Certificate   of   Incorporation   of   Entergy
       Corporation  dated December 31, 1993 (A-1(a)  to  Rule  24
       Certificate in 70-8059).

System Energy

(b)    1  --   Amended and Restated Articles of Incorporation  of
       System  Energy  and amendments thereto through  April  28,
       1989 (A-1(a) to Form U-1 in 70-5399).

Entergy Arkansas

(c)    1  --   Amended and Restated Articles of Incorporation  of
       Entergy Arkansas effective November 12, 1999 (3(i)(c)1  to
       Form  10-K  for  the year ended December 31,  1999  in  1-
       10764).

Entergy Gulf States

(d)    1  --   Restated Articles of Incorporation of Entergy Gulf
       States effective November 17, 1999 (3(i)(d)1 to Form  10-K
       for the year ended December 31, 1999 in 1-27031).

Entergy Louisiana

(e)    1  --   Amended and Restated Articles of Incorporation  of
       Entergy  Louisiana effective November 15,  1999  (3(a)  to
       Form S-3 in 333-93683).

Entergy Mississippi

(f)    1  --   Amended and Restated Articles of Incorporation  of
       Entergy  Mississippi effective November 12, 1999 (3(i)(f)1
       to  Form 10-K for the year ended December 31, 1999  in  0-
       320).

Entergy New Orleans

(g)    1  --   Amended and Restated Articles of Incorporation  of
       Entergy  New Orleans effective November 15, 1999 (3(a)  to
       Form S-3 in 333-95599).

 (3) (ii) By-Laws

(a)       --    By-Laws of Entergy Corporation as amended January
       29,  1999, and as presently in effect (4.2 to Form S-8  in
       File No. 333-75097).

(b)       --    By-Laws of System Energy effective July 6,  1998,
       and  as  presently in effect (3(f) to Form  10-Q  for  the
       quarter ended June 30, 1998 in 1-9067).

(c)       --   By-Laws of Entergy Arkansas effective November 26,
       1999,  and  as presently in effect (3(ii)(c) to Form  10-K
       for the year ended December 31, 1999 in 1-10764).

(d)       --    By-Laws of Entergy Gulf States effective November
       26, 1999, and as presently in effect (3(ii)(d) to Form 10-
       K for the year ended December 31, 19991-27031).

(e)       --    By-Laws  of Entergy Louisiana effective  November
       26, 1999, and as presently in effect (3(b) to Form S-3  in
       File No. 333-93683).

(f)       --    By-Laws of Entergy Mississippi effective November
       26, 1999, and as presently in effect (3(ii)(f) to Form 10-
       K for the year ended December 31, 1999 in 0-320).

(g)       --    By-Laws of Entergy New Orleans effective November
       30, 1999, and as presently in effect (3(b) to Form S-3  in
       File No. 333-95599).

(4)    Instruments   Defining   Rights   of   Security   Holders,
       Including Indentures

Entergy Corporation

(a)    1  --    See  (4)(b) through (4)(g) below for  instruments
       defining  the  rights  of holders  of  long-term  debt  of
       System  Energy,  Entergy Arkansas,  Entergy  Gulf  States,
       Entergy  Louisiana, Entergy Mississippi  and  Entergy  New
       Orleans.

(a)    2  --   Third Amended and Restated Credit Agreement, dated
       as  of  May  17, 2001, among Entergy, the Banks (Citibank,
       N.A.,   ABN  AMRO  Bank  N.V.,  The  Bank  of  New   York,
       Bayerische Hypo-und Vereinsbank AG (New York Branch),  The
       Industrial  Bank of Japan, Ltd., The Fuji  Bank,  Limited,
       Bayerische  Landesbank Girozentrale, The  Chase  Manhattan
       Bank,  The  Royal Bank of Scotland PLC, The Bank  of  Nova
       Scotia,  Bank  One, N.A., Barclays Bank PLC, Mellon  Bank,
       N.A.,  Royal  Bank  of Canada, Union Bank  of  California,
       N.A.,  IntesaBCI  (Los Angeles Foreign Branch),  KBC  Bank
       N.V.,  and  Westdeutsche  Landesbank  Girozentrale),   and
       Citibank,  N.A.,  as  Agent (4(a) to  Form  10-Q  for  the
       quarter ended June 30, 2001 in 1-11299).

(a)    3  --    Assumption Agreement, dated July 12, 2001,  among
       First  Union National Bank, as Additional Lender,  Entergy
       and  Citibank N.A., as Agent (5(a) to Rule 24  Certificate
       dated November 6, 2001 in 70-9749).

System Energy

(b)    1  --    Mortgage and Deed of Trust, dated as of June  15,
       1977,  as  amended  by twenty-one Supplemental  Indentures
       (A-1   in   70-5890  (Mortgage);  B  and  C  to  Rule   24
       Certificate  in 70-5890 (First); B to Rule 24  Certificate
       in  70-6259 (Second); 20(a)-5 to Form 10-Q for the quarter
       ended  June  30,  1981  in  1-3517  (Third);  A-1(e)-1  to
       Rule  24  Certificate in 70-6985 (Fourth); B  to  Rule  24
       Certificate  in 70-7021 (Fifth); B to Rule 24  Certificate
       in  70-7021  (Sixth);  A-3(b) to Rule  24  Certificate  in
       70-7026  (Seventh);  A-3(b)  to  Rule  24  Certificate  in
       70-7158  (Eighth);  B  to Rule 24 Certificate  in  70-7123
       (Ninth);  B-1  to Rule 24 Certificate in 70-7272  (Tenth);
       B-2  to Rule 24 Certificate in 70-7272 (Eleventh); B-3  to
       Rule  24 Certificate in 70-7272 (Twelfth); B-1 to Rule  24
       Certificate  in  70-7382  (Thirteenth);  B-2  to  Rule  24
       Certificate  in 70-7382 (Fourteenth); A-2(c)  to  Rule  24
       Certificate  in  70-7946 (Fifteenth); A-2(c)  to  Rule  24
       Certificate  in  70-7946 (Sixteenth); A-2(d)  to  Rule  24
       Certificate in 70-7946 (Seventeenth); A-2(e)  to  Rule  24
       Certificate dated May 4, 1993 in 70-7946 (Eighteenth);  A-
       2(g)  to  Rule 24 Certificate dated May 6, 1994 in 70-7946
       (Nineteenth);  A-2(a)(1)  to  Rule  24  Certificate  dated
       August  8,  1996 in 70-8511 (Twentieth); and A-2(a)(2)  to
       Rule  24  Certificate  dated August  8,  1996  in  70-8511
       (Twenty-first)).

(b)    2  --    Facility  Lease No. 1, dated as  of  December  1,
       1988,  between Meridian Trust Company and Stephen M. Carta
       (Steven  Kaba, successor), as Owner Trustees,  and  System
       Energy (B-2(c)(1) to Rule 24 Certificate dated January  9,
       1989 in 70-7561), as supplemented by Lease Supplement  No.
       1  dated  as  of  April 1, 1989 (B-22(b) (1)  to  Rule  24
       Certificate  dated  April 21, 1989 in 70-7561)  and  Lease
       Supplement  No. 2 dated as of January 1, 1994  (B-3(d)  to
       Rule 24 Certificate dated January 31, 1994 in 70-8215).

(b)    3  --   Facility Lease No. 2, dated as of December 1, 1988
       between  Meridian  Trust  Company  and  Stephen  M.  Carta
       (Steven  Kaba, successor), as Owner Trustees,  and  System
       Energy (B-2(c)(2) to Rule 24 Certificate dated January  9,
       1989 in 70-7561), as supplemented by Lease Supplement  No.
       1  dated  as  of  April 1, 1989 (B-22(b) (2)  to  Rule  24
       Certificate  dated  April 21, 1989 in 70-7561)  and  Lease
       Supplement No. 2 dated as of January 1, 1994 (B-4(d)  Rule
       24 Certificate dated January 31, 1994 in 70-8215).

Entergy Arkansas

(c)    1  --         Mortgage  and  Deed of Trust,  dated  as  of
       October  1,  1944,  as  amended by fifty-six  Supplemental
       Indentures  (7(d)  in 2-5463 (Mortgage);  7(b)  in  2-7121
       (First);  7(c) in 2-7605 (Second); 7(d) in 2-8100 (Third);
       7(a)-4  in  2-8482  (Fourth); 7(a)-5  in  2-9149  (Fifth);
       4(a)-6  in  2-9789  (Sixth); 4(a)-7 in 2-10261  (Seventh);
       4(a)-8  in  2-11043 (Eighth); 2(b)-9 in  2-11468  (Ninth);
       2(b)-10 in 2-15767 (Tenth); D in 70-3952 (Eleventh); D  in
       70-4099  (Twelfth); 4(d) in 2-23185 (Thirteenth); 2(c)  in
       2-24414  (Fourteenth); 2(c) in 2-25913  (Fifteenth);  2(c)
       in  2-28869  (Sixteenth); 2(d) in  2-28869  (Seventeenth);
       2(c)    in   2-35107   (Eighteenth);   2(d)   in   2-36646
       (Nineteenth);  2(c)  in  2-39253  (Twentieth);   2(c)   in
       2-41080  (Twenty-first); C-1 to  Rule  24  Certificate  in
       70-5151  (Twenty-second); C-1 to Rule  24  Certificate  in
       70-5257  (Twenty-third);  C  to  Rule  24  Certificate  in
       70-5343  (Twenty-fourth); C-1 to Rule  24  Certificate  in
       70-5404  (Twenty-fifth);  C  to  Rule  24  Certificate  in
       70-5502  (Twenty-sixth); C-1 to  Rule  24  Certificate  in
       70-5556  (Twenty-seventh); C-1 to Rule 24  Certificate  in
       70-5693  (Twenty-eighth); C-1 to Rule  24  Certificate  in
       70-6078  (Twenty-ninth); C-1 to  Rule  24  Certificate  in
       70-6174  (Thirtieth);  C-1  to  Rule  24  Certificate   in
       70-6246  (Thirty-first); C-1 to  Rule  24  Certificate  in
       70-6498 (Thirty-second); A-4b-2 to Rule 24 Certificate  in
       70-6326  (Thirty-third); C-1 to  Rule  24  Certificate  in
       70-6607  (Thirty-fourth); C-1 to Rule  24  Certificate  in
       70-6650  (Thirty-fifth); C-1 to Rule 24 Certificate  dated
       December  1,  1982  in  70-6774  (Thirty-sixth);  C-1   to
       Rule  24  Certificate dated February 17, 1983  in  70-6774
       (Thirty-seventh);  A-2(a)  to Rule  24  Certificate  dated
       December  5,  1984 in 70-6858 (Thirty-eighth);  A-3(a)  to
       Rule  24  Certificate  in 70-7127 (Thirty-ninth);  A-7  to
       Rule  24  Certificate  in 70-7068  (Fortieth);  A-8(b)  to
       Rule   24  Certificate  dated  July  6,  1989  in  70-7346
       (Forty-first);   A-8(c)  to  Rule  24  Certificate   dated
       February  1,  1990 in 70-7346 (Forty-second);  4  to  Form
       10-Q  for the quarter ended September 30, 1990 in  1-10764
       (Forty-third);   A-2(a)  to  Rule  24  Certificate   dated
       November  30,  1990 in 70-7802 (Forty-fourth);  A-2(b)  to
       Rule  24  Certificate dated January 24,  1991  in  70-7802
       (Forty-fifth); 4(d)(2) in 33-54298 (Forty-sixth);  4(c)(2)
       to  Form 10-K for the year ended December 31, 1992  in  1-
       10764  (Forty-seventh); 4(b) to Form 10-Q for the  quarter
       ended  June  30, 1993 in 1-10764 (Forty-eighth);  4(c)  to
       Form  10-Q for the quarter ended June 30, 1993 in  1-10764
       (Forty-ninth);  4(b) to Form 10-Q for  the  quarter  ended
       September 30, 1993 in 1-10764 (Fiftieth); 4(c) to Form 10-
       Q  for  the  quarter ended September 30, 1993  in  1-10764
       (Fifty-first);  4(a) to Form 10-Q for  the  quarter  ended
       June  30, 1994 in 1-10764 (Fifty-second); C-2 to Form  U5S
       for  the  year  ended December 31, 1995 (Fifty-third);  C-
       2(a)  to  Form  U5S for the year ended December  31,  1996
       (Fifty-fourth);  4(a) to Form 10-Q for the  quarter  ended
       March 31, 2000 in 1-10764 (Fifty-fifth); and 4(a) to  Form
       10-Q  for the quarter ended September 30, 2001 in  1-10764
       (Fifty-sixth)).

(c)    2  --         Indenture  for Unsecured  Subordinated  Debt
       Securities  relating to Trust Securities  between  Entergy
       Arkansas  and Bank of New York (as Trustee), dated  as  of
       August  1,  1996  (filed  as Exhibit  A-1(a)  to  Rule  24
       Certificate dated August 26, 1996 in 70-8723).

(c)    3  --         Amended  and  Restated  Trust  Agreement  of
       Entergy  Arkansas Capital I, dated as of August  14,  1996
       (filed  as  Exhibit  A-3(a) to Rule 24  Certificate  dated
       August 26, 1996 in 70-8723).

(c)    4  --         Guarantee Agreement between Entergy Arkansas
       (as  Guarantor)  and  The Bank of New York  (as  Trustee),
       dated  as  of  August  14, 1996, with respect  to  Entergy
       Arkansas  Capital I's obligations on its 8 1/2% Cumulative
       Quarterly Income Preferred Securities, Series A (filed  as
       Exhibit  A-4(a)  to Rule 24 Certificate dated  August  26,
       1996 in 70-8723).

Entergy Gulf States

(d)    1  --   Indenture of Mortgage, dated September 1, 1926, as
       amended  by  certain Supplemental Indentures  (B-a-I-1  in
       Registration  No. 2-2449 (Mortgage); 7-A-9 in Registration
       No.  2-6893  (Seventh); B to Form 8-K dated  September  1,
       1959  (Eighteenth); B to Form 8-K dated February  1,  1966
       (Twenty-second);  B  to  Form  8-K  dated  March  1,  1967
       (Twenty-third); C to Form 8-K dated March 1, 1968 (Twenty-
       fourth);  B  to  Form 8-K dated November 1, 1968  (Twenty-
       fifth);  B to Form 8-K dated April 1, 1969 (Twenty-sixth);
       2-A-8 in Registration No. 2-66612 (Thirty-eighth); 4-2  to
       Form  10-K for the year ended December 31, 1984 in 1-27031
       (Forty-eighth);  4-2  to  Form 10-K  for  the  year  ended
       December 31, 1988 in 1-27031 (Fifty-second); 4 to Form 10-
       K  for the year ended December 31, 1991 in 1-27031 (Fifty-
       third);  4  to  Form 8-K dated July 29,  1992  in  1-27031
       (Fifth-fourth);  4 to Form 10-K dated  December  31,  1992
       in  1-27031 (Fifty-fifth); 4 to Form 10-Q for the  quarter
       ended  March  31,  1993 in 1-27031 (Fifty-sixth);  4-2  to
       Amendment  No.  9  to  Registration  No.  2-76551  (Fifty-
       seventh);  4(b) to Form 10-Q for the quarter  ended  March
       31,1999  in  1-27031 (Fifty-eighth);  A-2(a)  to  Rule  24
       Certificate  dated June 23, 2000 in 70-8721 (Fifty-ninth);
       and  A-2(a)  to  Rule 24 Certificate dated  September  10,
       2001 in 70-9751 (Sixtieth)).

(d)    2   --     Indenture,  dated  March  21,  1939,  accepting
       resignation of The Chase National Bank of the City of  New
       York  as  trustee and appointing Central Hanover Bank  and
       Trust   Company   as   successor   trustee   (B-a-1-6   in
       Registration No. 2-4076).

(d)    3   --     Indenture   for  Unsecured  Subordinated   Debt
       Securities  relating  to  Trust Securities,  dated  as  of
       January  15,  1997  (A-11(a) to Rule 24 Certificate  dated
       February 6, 1997 in 70-8721).

(d)    4  --    Amended and Restated Trust Agreement  of  Entergy
       Gulf  States Capital I dated January 28, 1997 of Series  A
       Preferred  Securities  (A-13(a)  to  Rule  24  Certificate
       dated February 6, 1997 in 70-8721).

(d)    5  --    Guarantee Agreement between Entergy Gulf  States,
       Inc.  (as Guarantor) and The Bank of New York (as Trustee)
       dated as of January 28, 1997 with respect to Entergy  Gulf
       States  Capital  I's  obligation on its  8.75%  Cumulative
       Quarterly  Income Preferred Securities, Series A  (A-14(a)
       to  Rule  24  Certificate dated February 6,  1997  in  70-
       8721).

Entergy Louisiana

(e)    1  --    Mortgage and Deed of Trust, dated as of April  1,
       1944,  as  amended  by fifty-five Supplemental  Indentures
       (7(d)  in 2-5317 (Mortgage); 7(b) in 2-7408 (First);  7(c)
       in  2-8636 (Second); 4(b)-3 in 2-10412 (Third); 4(b)-4  in
       2-12264  (Fourth); 2(b)-5 in 2-12936 (Fifth); D in 70-3862
       (Sixth);  2(b)-7  in 2-22340 (Seventh);  2(c)  in  2-24429
       (Eighth);  4(c)-9 in 2-25801 (Ninth); 4(c)-10  in  2-26911
       (Tenth);  2(c)  in  2-28123 (Eleventh);  2(c)  in  2-34659
       (Twelfth);   C   to   Rule  24  Certificate   in   70-4793
       (Thirteenth);  2(b)-2 in 2-38378 (Fourteenth);  2(b)-2  in
       2-39437 (Fifteenth); 2(b)-2 in 2-42523 (Sixteenth);  C  to
       Rule  24  Certificate  in  70-5242  (Seventeenth);  C   to
       Rule  24  Certificate  in  70-5330  (Eighteenth);  C-1  to
       Rule  24  Certificate  in  70-5449  (Nineteenth);  C-1  to
       Rule  24  Certificate  in 70-5550 (Twentieth);  A-6(a)  to
       Rule  24  Certificate  in 70-5598 (Twenty-first);  C-1  to
       Rule  24  Certificate in 70-5711 (Twenty-second);  C-1  to
       Rule  24  Certificate  in 70-5919 (Twenty-third);  C-1  to
       Rule  24  Certificate in 70-6102 (Twenty-fourth);  C-1  to
       Rule  24  Certificate  in 70-6169 (Twenty-fifth);  C-1  to
       Rule  24  Certificate  in 70-6278 (Twenty-sixth);  C-1  to
       Rule  24 Certificate in 70-6355 (Twenty-seventh);  C-1  to
       Rule  24  Certificate in 70-6508 (Twenty-eighth);  C-1  to
       Rule  24  Certificate  in 70-6556 (Twenty-ninth);  C-1  to
       Rule  24  Certificate  in  70-6635  (Thirtieth);  C-1   to
       Rule  24  Certificate  in 70-6834 (Thirty-first);  C-1  to
       Rule  24  Certificate in 70-6886 (Thirty-second);  C-1  to
       Rule  24  Certificate  in 70-6993 (Thirty-third);  C-2  to
       Rule  24  Certificate in 70-6993 (Thirty-fourth);  C-3  to
       Rule  24 Certificate in 70-6993 (Thirty-fifth); A-2(a)  to
       Rule  24 Certificate in 70-7166 (Thirty-sixth); A-2(a)  in
       70-7226  (Thirty-seventh); C-1 to Rule 24  Certificate  in
       70-7270  (Thirty-eighth);  4(a)  to  Quarterly  Report  on
       Form  10-Q  for the quarter ended June 30, 1988 in  1-8474
       (Thirty-ninth); A-2(b) to Rule 24 Certificate  in  70-7553
       (Fortieth);  A-2(d)  to  Rule 24  Certificate  in  70-7553
       (Forty-first);  A-3(a) to Rule 24 Certificate  in  70-7822
       (Forty-second); A-3(b) to Rule 24 Certificate  in  70-7822
       (Forty-third);  A-2(b) to Rule 24 Certificate  in  70-7822
       (Forty-fourth); A-3(c) to Rule 24 Certificate  in  70-7822
       (Forty-fifth); A-2(c) to Rule 24 Certificate  dated  April
       7,  1993  in  70-7822 (Forty-sixth);  A-3(d)  to  Rule  24
       Certificate   dated  June  4,  1993  in  70-7822   (Forth-
       seventh);  A-3(e)  to Rule 24 Certificate  dated  December
       21,  1993  in 70-7822 (Forty-eighth); A-3(f)  to  Rule  24
       Certificate  dated  August  1,  1994  in  70-7822  (Forty-
       ninth); A-4(c) to Rule 24 Certificate dated September  28,
       1994  in 70-7653 (Fiftieth); A-2(a) to Rule 24 Certificate
       dated  April 4, 1996 in 70-8487 (Fifty-first);  A-2(a)  to
       Rule 24 Certificate dated April 3, 1998 in 70-9141 (Fifty-
       second);  A-2(b)  to Rule 24 Certificate  dated  April  9,
       1999   in   70-9141  (Fifty-third);  A-3(a)  to  Rule   24
       Certificate  dated July 6, 1999 in 70-9141 (Fifty-fourth);
       and  A-2(c) to Rule 24 Certificate dated June 2,  2000  in
       70-9141 (Fifty-fifth)).

(e)    2  --    Facility  Lease No. 1, dated as of  September  1,
       1989,  between First National Bank of Commerce,  as  Owner
       Trustee,  and  Entergy Louisiana (4(c)-1  in  Registration
       No. 33-30660).

(e)    3  --    Facility  Lease No. 2, dated as of  September  1,
       1989,  between First National Bank of Commerce,  as  Owner
       Trustee,  and  Entergy Louisiana (4(c)-2  in  Registration
       No. 33-30660).

(e)    4  --    Facility  Lease No. 3, dated as of  September  1,
       1989,  between First National Bank of Commerce,  as  Owner
       Trustee,  and  Entergy Louisiana (4(c)-3  in  Registration
       No. 33-30660).

(e)    5   --     Indenture   for  Unsecured  Subordinated   Debt
       Securities relating to Trust Securities, dated as of  July
       1,  1996  (A-14(a) to Rule 24 Certificate dated  July  25,
       1996 in 70-8487).

(e)    6  --    Amended and Restated Trust Agreement  of  Entergy
       Louisiana  Capital  I  dated July 16,  1996  of  Series  A
       Preferred  Securities  (A-16(a)  to  Rule  24  Certificate
       dated July 25, 1996 in 70-8487).

(e)    7  --    Guarantee  Agreement between  Entergy  Louisiana,
       Inc.  (as Guarantor) and The Bank of New York (as Trustee)
       dated  as  of  July  16,  1996  with  respect  to  Entergy
       Louisiana  Capital  I's obligation on  its  9%  Cumulative
       Quarterly  Income Preferred Securities, Series A  (A-19(a)
       to Rule 24 Certificate dated July 25, 1996 in 70-8487).

Entergy Mississippi

(f)    1   --     Mortgage  and  Deed  of  Trust,  dated  as   of
       February  1,  1988,  as  amended by  sixteen  Supplemental
       Indentures  (A-2(a)-2  to Rule 24 Certificate  in  70-7461
       (Mortgage);  A-2(b)-2  in  70-7461  (First);   A-5(b)   to
       Rule  24  Certificate  in  70-7419  (Second);  A-4(b)   to
       Rule  24 Certificate in 70-7554 (Third); A-1(b)-1 to  Rule
       24  Certificate  in 70-7737 (Fourth); A-2(b)  to  Rule  24
       Certificate  dated November 24, 1992 in  70-7914  (Fifth);
       A-2(e)  to Rule 24 Certificate dated January 22,  1993  in
       70-7914  (Sixth); A-2(g) to Form U-1 in 70-7914 (Seventh);
       A-2(i)  to Rule 24 Certificate dated November 10, 1993  in
       70-7914  (Eighth);  A-2(j) to Rule  24  Certificate  dated
       July  22,  1994  in 70-7914 (Ninth); (A-2(l)  to  Rule  24
       Certificate  dated April 21, 1995 in 70-7914  (Tenth);  A-
       2(a)  to  Rule 24 Certificate dated June 27, 1997  in  70-
       8719  (Eleventh);  A-2(b)  to Rule  24  Certificate  dated
       April  16,  1998 in 70-8719 (Twelfth); A-2(c) to  Rule  24
       Certificate dated May 12, 1999 in 70-8719 (Thirteenth); A-
       3(a)  to Rule 24 Certificate dated June 8, 1999 in 70-8719
       (Fourteenth);   A-2(d)  to  Rule  24   Certificate   dated
       February  24, 2000 in 70-8719 (Fifteenth); and  A-2(a)  to
       Rule  24  Certificate dated February 9,  2001  in  70-9757
       (Sixteenth)).

Entergy New Orleans

(g)    1  --    Mortgage and Deed of Trust, dated as  of  May  1,
       1987,  as amended by nine Supplemental Indentures  (A-2(c)
       to  Rule  24 Certificate in 70-7350 (Mortgage); A-5(b)  to
       Rule 24 Certificate in 70-7350 (First); A-4(b) to Rule  24
       Certificate  in 70-7448 (Second); 4(f)4 to Form  10-K  for
       the  year ended December 31, 1992 in 0-5807 (Third);  4(a)
       to  Form 10-Q for the quarter ended September 30, 1993  in
       0-5807 (Fourth); 4(a) to Form 8-K dated April 26, 1995  in
       0-5807  (Fifth); 4(a) to Form 8-K dated March 22, 1996  in
       0-5807  (Sixth); 4(b) to Form 10-Q for the  quarter  ended
       June  30, 1998 in 0-5807 (Seventh); 4(d) to Form 10-Q  for
       the quarter ended June 30, 2000 in 0-5807 (Eighth); and C-
       5(a)  to  Form  U5S for the year ended December  31,  2000
       (Ninth)).

(10)  Material Contracts

Entergy Corporation

(a)    1  --    Agreement,  dated April 23, 1982,  among  certain
       System   companies,  relating  to  System   Planning   and
       Development  and  Intra-System  Transactions  (10(a)1   to
       Form  10-K  for  the  year  ended  December  31,  1982  in
       1-3517).

(a)    2  --    Middle  South Utilities (now Entergy Corporation)
       System  Agency Agreement, dated December 11, 1970  (5(a)-2
       in 2-41080).

(a)    3  --    Amendment,  dated February 10,  1971,  to  Middle
       South    Utilities   System   Agency   Agreement,    dated
       December 11, 1970 (5(a)-4 in 2-41080).

(a)    4  --    Amendment,  dated May 12, 1988, to  Middle  South
       Utilities  System  Agency Agreement,  dated  December  11,
       1970 (5(a)-4 in 2-41080).

(a)    5  --    Middle South Utilities System Agency Coordination
       Agreement, dated December 11, 1970 (5(a)-3 in 2-41080).

(a)    6  --   Service Agreement with Entergy Services, dated  as
       of April 1, 1963 (5(a)-5 in 2-41080).

(a)    7  --    Amendment,  dated January  1,  1972,  to  Service
       Agreement with Entergy Services (5(a)-6 in 2-43175).

(a)    8  --    Amendment,  dated  April  27,  1984,  to  Service
       Agreement with Entergy Services (10(a)-7 to Form 10-K  for
       the year ended December 31, 1984, in 1-3517).

(a)    9  --    Amendment,  dated  August  1,  1988,  to  Service
       Agreement with Entergy Services (10(a)-8 to Form 10-K  for
       the year ended December 31, 1988, in 1-3517).

(a)    10--    Amendment,  dated  January  1,  1991,  to  Service
       Agreement with Entergy Services (10(a)-9 to Form 10-K  for
       the year ended December 31, 1990, in 1-3517).

(a)    11--    Amendment,  dated  January  1,  1992,  to  Service
       Agreement  with Entergy Services (10(a)-11  for  the  year
       ended December 31, 1994 in 1-3517).

*(a)   12--    Amendment,  dated  January  1,  2000,  to  Service
       Agreement with Entergy Services.

*(a)   13--    Amendment,  dated  January  1,  2001,  to  Service
       Agreement with Entergy Services.

(a)    14--    Availability Agreement, dated June 21, 1974, among
       System  Energy  and certain other System companies  (B  to
       Rule 24 Certificate dated June 24, 1974 in 70-5399).

(a)    15--    First  Amendment to Availability Agreement,  dated
       as  of  June  30,  1977  (B to Rule 24  Certificate  dated
       June 24, 1977 in 70-5399).

(a)    16--    Second Amendment to Availability Agreement,  dated
       as  of  June  15,  1981  (E to Rule 24  Certificate  dated
       July 1, 1981 in 70-6592).

(a)    17--    Third  Amendment to Availability Agreement,  dated
       as  of June 28, 1984 (B-13(a) to Rule 24 Certificate dated
       July 6, 1984 in 70-6985).

(a)    18--    Fourth Amendment to Availability Agreement,  dated
       as  of  June  1,  1989  (A to Rule  24  Certificate  dated
       June 8, 1989 in 70-5399).

(a)    19--    Eighteenth  Assignment of Availability  Agreement,
       Consent  and  Agreement, dated as of  September  1,  1986,
       with   United  States  Trust  Company  of  New  York   and
       Gerard  F.  Ganey, as Trustees (C-2 to Rule 24 Certificate
       dated October 1, 1986 in 70-7272).

(a)    20--    Nineteenth  Assignment of Availability  Agreement,
       Consent  and  Agreement, dated as of  September  1,  1986,
       with   United  States  Trust  Company  of  New  York   and
       Gerard  F.  Ganey, as Trustees (C-3 to Rule 24 Certificate
       dated October 1, 1986 in 70-7272).

(a)    21--    Twenty-sixth Assignment of Availability Agreement,
       Consent  and Agreement, dated as of October 1, 1992,  with
       United  States  Trust Company of New York  and  Gerard  F.
       Ganey,  as  Trustees (B-2(c) to Rule 24 Certificate  dated
       November 2, 1992 in 70-7946).

(a)    22--      Twenty-seventh   Assignment   of    Availability
       Agreement,  Consent and Agreement, dated as  of  April  1,
       1993,  with  United States Trust Company of New  York  and
       Gerard   F.   Ganey  as  Trustees  (B-2(d)  to   Rule   24
       Certificate dated May 4, 1993 in 70-7946).

(a)    23--    Twenty-ninth Assignment of Availability Agreement,
       Consent  and  Agreement, dated as of April 1,  1994,  with
       United  States  Trust Company of New York  and  Gerard  F.
       Ganey  as  Trustees  (B-2(f) to Rule 24 Certificate  dated
       May 6, 1994 in 70-7946).

(a)    24--    Thirtieth  Assignment of  Availability  Agreement,
       Consent  and Agreement, dated as of August 1, 1996,  among
       System   Energy,  Entergy  Arkansas,  Entergy   Louisiana,
       Entergy  Mississippi and Entergy New Orleans,  and  United
       States  Trust Company of New York and Gerard F. Ganey,  as
       Trustees  (B-2(a) to Rule 24 Certificate dated  August  8,
       1996 in 70-8511).

(a)    25--    Thirty-first Assignment of Availability Agreement,
       Consent  and Agreement, dated as of August 1, 1996,  among
       System   Energy,  Entergy  Arkansas,  Entergy   Louisiana,
       Entergy  Mississippi, and Entergy New Orleans, and  United
       States  Trust Company of New York and Gerard F. Ganey,  as
       Trustees  (B-2(b) to Rule 24 Certificate dated  August  8,
       1996 in 70-8511).

(a)    26--      Thirty-second   Assignment    of    Availability
       Agreement,  Consent and Agreement, dated  as  of  December
       27,  1996, among System Energy, Entergy Arkansas,  Entergy
       Louisiana,  Entergy Mississippi, and Entergy New  Orleans,
       and   The   Chase  Manhattan  Bank  (B-2(a)  to  Rule   24
       Certificate dated January 13, 1997 in 70-7561).

(a)    27--    Thirty-third Assignment of Availability Agreement,
       Consent  and  Agreement, dated as of  December  20,  1999,
       among  System Energy, Entergy Arkansas, Entergy Louisiana,
       Entergy  Mississippi,  and Entergy New  Orleans,  and  The
       Chase  Manhattan Bank (B-2(b) to Rule 24 Certificate dated
       March 3, 2000 in 70-7561).

(a)    28--    Capital  Funds  Agreement, dated  June  21,  1974,
       between  Entergy  Corporation  and  System  Energy  (C  to
       Rule 24 Certificate dated June 24, 1974 in 70-5399).

(a)    29--    First Amendment to Capital Funds Agreement,  dated
       as  of  June  1,  1989  (B to Rule  24  Certificate  dated
       June 8, 1989 in 70-5399).

(a)    30--    Eighteenth  Supplementary Capital Funds  Agreement
       and  Assignment,  dated  as of  September  1,  1986,  with
       United  States  Trust Company of New York  and  Gerard  F.
       Ganey,  as  Trustees  (D-2 to Rule  24  Certificate  dated
       October 1, 1986 in 70-7272).

(a)    31--    Nineteenth  Supplementary Capital Funds  Agreement
       and  Assignment,  dated  as of  September  1,  1986,  with
       United  States  Trust Company of New York  and  Gerard  F.
       Ganey,  as  Trustees  (D-3 to Rule  24  Certificate  dated
       October 1, 1986 in 70-7272).

(a)    32--    Twenty-sixth Supplementary Capital Funds Agreement
       and  Assignment, dated as of October 1, 1992, with  United
       States  Trust Company of New York and Gerard F. Ganey,  as
       Trustees (B-3(c) to Rule 24 Certificate dated November  2,
       1992 in 70-7946).

(a)    33--      Twenty-seventh   Supplementary   Capital   Funds
       Agreement and Assignment, dated as of April 1, 1993,  with
       United  States  Trust Company of New York  and  Gerard  F.
       Ganey,  as  Trustees (B-3(d) to Rule 24 Certificate  dated
       May 4, 1993 in 70-7946).

(a)    34--    Twenty-ninth Supplementary Capital Funds Agreement
       and  Assignment,  dated as of April 1, 1994,  with  United
       States  Trust Company of New York and Gerard F. Ganey,  as
       Trustees (B-3(f) to Rule 24 Certificate dated May 6,  1994
       in 70-7946).

(a)    35--    Thirtieth  Supplementary Capital  Funds  Agreement
       and  Assignment, dated as of August 1, 1996, among Entergy
       Corporation,   System  Energy  and  United  States   Trust
       Company  of New York and Gerard F. Ganey, as Trustees  (B-
       3(a)  to Rule 24 Certificate dated August 8, 1996  in  70-
       8511).

(a)    36--    Thirty-first Supplementary Capital Funds Agreement
       and  Assignment, dated as of August 1, 1996, among Entergy
       Corporation,   System  Energy  and  United  States   Trust
       Company  of New York and Gerard F. Ganey, as Trustees  (B-
       3(b)  to Rule 24 Certificate dated August 8, 1996  in  70-
       8511).

(a)    37--      Thirty-second   Supplementary   Capital    Funds
       Agreement  and Assignment, dated as of December 27,  1996,
       among  Entergy  Corporation, System Energy and  The  Chase
       Manhattan  Bank  (B-1(a)  to  Rule  24  Certificate  dated
       January 13, 1997 in 70-7561).

(a)    38--    Thirty-third Supplementary Capital Funds Agreement
       and  Assignment,  dated  as of December  20,  1999,  among
       Entergy   Corporation,  System  Energy   and   The   Chase
       Manhattan Bank (B-3(b) to Rule 24 Certificate dated  March
       3, 2000 in 70-7561).

(a)    39--    First  Amendment  to Supplementary  Capital  Funds
       Agreements and Assignments, dated as of June 1,  1989,  by
       and  between  Entergy Corporation, System Energy,  Deposit
       Guaranty  National Bank, United States  Trust  Company  of
       New  York  and  Gerard F. Ganey (C to Rule 24  Certificate
       dated June 8, 1989 in 70-7026).

(a)    40--    First  Amendment  to Supplementary  Capital  Funds
       Agreements and Assignments, dated as of June 1,  1989,  by
       and  between  Entergy Corporation, System  Energy,  United
       States  Trust Company of New York and Gerard F.  Ganey  (C
       to Rule 24 Certificate dated June 8, 1989 in 70-7123).

(a)    41--    First  Amendment  to Supplementary  Capital  Funds
       Agreement  and Assignment, dated as of June  1,  1989,  by
       and   between  Entergy  Corporation,  System  Energy   and
       Chemical  Bank  (C to Rule 24 Certificate  dated  June  8,
       1989 in 70-7561).

(a)    42--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

(a)    43--     Joint  Construction,  Acquisition  and  Ownership
       Agreement, dated as of May 1, 1980, between System  Energy
       and  SMEPA  (B-1(a) in 70-6337), as amended  by  Amendment
       No.  1,  dated  as of May 1, 1980 (B-1(c) in 70-6337)  and
       Amendment No. 2, dated as of October 31, 1980 (1  to  Rule
       24 Certificate dated October 30, 1981 in 70-6337).

(a)    44--    Operating  Agreement dated  as  of  May  1,  1980,
       between System Energy and SMEPA (B(2)(a) in 70-6337).

(a)    45--     Assignment,  Assumption  and  Further   Agreement
       No.  1, dated as of December 1, 1988, among System Energy,
       Meridian  Trust  Company and Stephen M. Carta,  and  SMEPA
       (B-7(c)(1)  to Rule 24 Certificate dated January  9,  1989
       in 70-7561).

(a)    46--     Assignment,  Assumption  and  Further   Agreement
       No.  2, dated as of December 1, 1988, among System Energy,
       Meridian  Trust  Company and Stephen M. Carta,  and  SMEPA
       (B-7(c)(2)  to Rule 24 Certificate dated January  9,  1989
       in 70-7561).

(a)    47--    Substitute Power Agreement, dated  as  of  May  1,
       1980,  among Entergy Mississippi, System Energy and  SMEPA
       (B(3)(a) in 70-6337).

(a)    48--    Grand  Gulf  Unit  No. 2 Supplementary  Agreement,
       dated  as  of February 7, 1986, between System Energy  and
       SMEPA (10(aaa) in 33-4033).

(a)    49--   Compromise and Settlement Agreement, dated June  4,
       1982,  between  Texaco, Inc. and Entergy Louisiana  (28(a)
       to Form 8-K dated June 4, 1982 in 1-3517).

(a)    50--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between System Energy and Entergy Arkansas, Entergy
       Louisiana,  Entergy  Mississippi and Entergy  New  Orleans
       (10(a)-39  to  Form 10-K for the year ended  December  31,
       1982 in 1-3517).

(a)    51--    First  Amendment  to Unit Power  Sales  Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       Entergy  Arkansas, Entergy Louisiana, Entergy  Mississippi
       and  Entergy New Orleans (19 to Form 10-Q for the  quarter
       ended September 30, 1984 in 1-3517).

(a)    52--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(a)    53--     Middle   South  Utilities  Inc.  and   Subsidiary
       Companies  Intercompany Income Tax  Allocation  Agreement,
       dated  April 28, 1988 (D-1 to Form U5S for the year  ended
       December 31, 1987).

(a)    54--    First  Amendment, dated January 1,  1990,  to  the
       Middle  South  Utilities  Inc.  and  Subsidiary  Companies
       Intercompany  Income  Tax  Allocation  Agreement  (D-2  to
       Form U5S for the year ended December 31, 1989).

(a)    55--    Second  Amendment dated January 1,  1992,  to  the
       Entergy  Corporation and Subsidiary Companies Intercompany
       Income  Tax Allocation Agreement (D-3 to Form U5S for  the
       year ended December 31, 1992).

(a)    56--    Third  Amendment dated January 1, 1994 to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

(a)    57--    Fourth  Amendment dated April 1, 1997  to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-5 to Form U5S  for  the  year
       ended December 31, 1996).

(a)    58--   Guaranty Agreement between Entergy Corporation  and
       Entergy  Arkansas, dated as of September 20, 1990  (B-1(a)
       to  Rule  24  Certificate  dated  September  27,  1990  in
       70-7757).

(a)    59--    Guarantee  Agreement between  Entergy  Corporation
       and  Entergy  Louisiana, dated as of  September  20,  1990
       (B-2(a)  to Rule 24 Certificate dated September  27,  1990
       in 70-7757).

(a)    60--    Guarantee  Agreement between  Entergy  Corporation
       and  System Energy, dated as of September 20, 1990 (B-3(a)
       to  Rule  24 Certificate dated September 27, 1990  in  70-
       7757).

(a)    61--    Loan  Agreement  between  Entergy  Operations  and
       Entergy  Corporation,  dated  as  of  September  20,  1990
       (B-12(b)  to  Rule 24 Certificate dated June 15,  1990  in
       70-7679).

(a)    62--    Loan  Agreement between Entergy Power and  Entergy
       Corporation, dated as of August 28, 1990 (A-4(b)  to  Rule
       24 Certificate dated September 6, 1990 in 70-7684).

(a)    63--    Loan  Agreement  between Entergy  Corporation  and
       Entergy   Systems   and  Service,  Inc.,   dated   as   of
       December  29,  1992  (A-4(b) to  Rule  24  Certificate  in
       70-7947).

*+(a)64--Executive  Financial  Counseling  Program   of   Entergy
       Corporation and Subsidiaries.

*+(a)65--Entergy Corporation Executive Annual Incentive Plan.

+(a)   66--    Equity  Ownership Plan of Entergy Corporation  and
       Subsidiaries (A-4(a) to Rule 24 Certificate dated May  24,
       1991 in 70-7831).

+(a)   67--    Amendment  No. 1 to the Equity Ownership  Plan  of
       Entergy Corporation and Subsidiaries (10(a) 71 to Form 10-
       K for the year ended December 31, 1992 in 1-3517).

+(a)   68--    1998  Equity Ownership Plan of Entergy Corporation
       and  Subsidiaries  (Filed with the Proxy  Statement  dated
       March 30, 1998).

*+(a)69--Amendments,  effective June 13,  2000  and  December  7,
       2001,  to  the  1998  Equity  Ownership  Plan  of  Entergy
       Corporation and Subsidiaries.

*+(a)70--Supplemental Retirement Plan of Entergy Corporation  and
       Subsidiaries, as amended effective January 1, 2000.

*+(a)71--Amendment,   effective  December  28,   2001,   to   the
       Supplemental  Retirement Plan of Entergy  Corporation  and
       Subsidiaries.

*+(a)72--Defined   Contribution  Restoration  Plan   of   Entergy
       Corporation   and   Subsidiaries,  as  amended   effective
       January 1, 2000.

*+(a)73--Amendment, effective December 28, 2001, to  the  Defined
       Contribution  Restoration Plan of Entergy Corporation  and
       Subsidiaries.

*+(a)74--Executive  Disability  Plan of Entergy  Corporation  and
       Subsidiaries.

*+(a)75--Executive   Deferred  Compensation   Plan   of   Entergy
       Corporation   and   Subsidiaries,  as  amended   effective
       January 1, 2000.

*+(a)76--Amendment, effective December 7, 2001, to the  Executive
       Deferred  Compensation  Plan of  Entergy  Corporation  and
       Subsidiaries.

*+(a)77--Equity   Awards   Plan   of  Entergy   Corporation   and
       Subsidiaries, effective as of August 31, 2000.

*+(a)78--Amendment,  effective December 7, 2001,  to  the  Equity
       Awards Plan of Entergy Corporation and Subsidiaries.

*+(a)79--System  Executive Continuity Plan of Entergy Corporation
       and Subsidiaries, effective as of March 1, 2000.

*+(a)80--Post-Retirement   Plan   of  Entergy   Corporation   and
       Subsidiaries, as amended effective January 1, 2000.

*+(a)81--Amendment,  effective December 28, 2001,  to  the  Post-
       Retirement Plan of Entergy Corporation and Subsidiaries.

*+(a)82--Pension  Equalization  Plan of Entergy  Corporation  and
       Subsidiaries, as amended effective January 1, 2000.

*+(a)83-  Amendment, effective December 28, 2001, to the  Pension
       Equalization    Plan    of   Entergy    Corporation    and
       Subsidiaries.

*+(a)84--Service  Recognition  Program for  Non-Employee  Outside
       Directors   of   Entergy  Corporation  and   Subsidiaries,
       effective January 1, 2000.

+(a)   85--     Stock  Plan  for  Outside  Directors  of  Entergy
       Corporation  and  Subsidiaries, as amended  (10(a)  74  to
       Form  10-K  for  the year ended December 31,  1992  in  1-
       3517).

*+(a)86--Executive Income Security Plan of Gulf States  Utilities
       Company, as amended effective March 1, 1991.

*+(a)87--System  Executive Retirement Plan of Entergy Corporation
       and Subsidiaries, effective January 1, 2000.

*+(a)88--Amendment, effective December 28,. 2001, to  the  System
       Executive  Retirement  Plan  of  Entergy  Corporation  and
       Subsidiaries.

+(a)89 --  Retention Agreement effective October 27, 2000 between
       J.  Wayne Leonard and Entergy Corporation (10(a)81 to Form
       10-K for the year ended December 31, 2000 in 1-11299).

+(a)90 --    Retention Agreement effective July 29, 2000  between
       Frank  F.  Gallaher  and Entergy Corporation  (10(a)82  to
       Form  10-K  for  the year ended December 31,  2000  in  1-
       11299).

*+(a)91  --      Letter Agreement effective July 25, 2001 between
       Jerry D. Jackson and Entergy Corporation.

+(a)92 --    Retention Agreement effective July 29, 2000  between
       Donald  C. Hintz and Entergy Corporation (10(a)85 to  Form
       10-K for the year ended December 31, 2000 in 1-11299).

+(a)93 --  Retention  Agreement effective July 29,  2000  between
       Michael  G.  Thompson and Entergy Corporation (10(a)86  to
       Form  10-K  for  the year ended December 31,  2000  in  1-
       11299).

+(a)94 --     Retention  Agreement  effective  January  22,  2001
       between  Richard  J.  Smith  and  Entergy  Services,   Inc
       (10(a)87  to  Form  10-K for the year ended  December  31,
       2000 in 1-11299).

+(a)95 --    Retention Agreement effective July 29, 2000  between
       Jerry  W.  Yelverton and Entergy Corporation  (10(a)89  to
       Form  10-K  for  the year ended December 31,  2000  in  1-
       11299).

+(a)96 --    Retention Agreement effective July 29, 2000  between
       C.  John  Wilder and Entergy Corporation (10(a)90 to  Form
       10-K for the year ended December 31, 2000 in 1-11299).

*+(a)97--Employment  Agreement effective August 7,  2001  between
       Curt L. Hebert and Entergy Corporation.

(a)    98--    Agreement of Limited Partnership of  Entergy-Koch,
       LP  among EKLP, LLC, EK Holding I, LLC, EK Holding II, LLC
       and  Koch Energy, Inc. dated January 31, 2001 (10(a)94  to
       Form  10-K/A for the year ended December 31,  2000  in  1-
       11299).

System Energy

(b)    1 through
(b)    14--   See 10(a)-12 through 10(a)-25 above.

(b)    15 through
(b)    28--   See 10(a)-26 through 10(a)-39 above.

(b)    29--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

(b)    30--     Joint  Construction,  Acquisition  and  Ownership
       Agreement, dated as of May 1, 1980, between System  Energy
       and  SMEPA  (B-1(a) in 70-6337), as amended  by  Amendment
       No.  1,  dated  as of May 1, 1980 (B-1(c) in 70-6337)  and
       Amendment  No.  2,  dated as of October  31,  1980  (1  to
       Rule 24 Certificate dated October 30, 1981 in 70-6337).

(b)    31--    Operating  Agreement, dated as  of  May  1,  1980,
       between System Energy and SMEPA (B(2)(a) in 70-6337).

(b)    32-  Amended and Restated Installment Sale Agreement, dated
       as of February 15, 1996, between System Energy and Claiborne
       County, Mississippi (B-6(a) to Rule 24 Certificate dated
       March 4, 1996 in 70-8511).

(b)    33--    Loan  Agreement,  dated as of  October  15,  1998,
       between  System  Energy and Mississippi  Business  Finance
       Corporation (B-6(b) to Rule 24 Certificate dated  November
       12, 1998 in 70-8511).

(b)    34--    Loan Agreement, dated as of May 15, 1999,  between
       System    Energy   and   Mississippi   Business    Finance
       Corporation (B-6(c) to Rule 24 Certificate dated  June  8,
       1999 in 70-8511).

(b)    35--    Facility  Lease No. 1, dated  as  of  December  1,
       1988,  between Meridian Trust Company and Stephen M. Carta
       (Stephen  J.  Kaba,  successor), as  Owner  Trustees,  and
       System  Energy  (B-2(c)(1) to Rule  24  Certificate  dated
       January  9,  1989  in 70-7561), as supplemented  by  Lease
       Supplement  No. 1 dated as of April 1, 1989  (B-22(b)  (1)
       to  Rule  24 Certificate dated April 21, 1989 in  70-7561)
       and Lease Supplement No. 2 dated as of January 1, 1994 (B-
       3(d) to Rule 24 Certificate dated January 31, 1994 in  70-
       8215).

(b)    36--    Facility Lease No. 2, dated as of December 1, 1988
       between  Meridian  Trust  Company  and  Stephen  M.  Carta
       (Stephen  J.  Kaba,  successor), as  Owner  Trustees,  and
       System  Energy  (B-2(c)(2) to Rule  24  Certificate  dated
       January  9,  1989  in 70-7561), as supplemented  by  Lease
       Supplement  No. 1 dated as of April 1, 1989  (B-22(b)  (2)
       to  Rule  24 Certificate dated April 21, 1989 in  70-7561)
       and Lease Supplement No. 2 dated as of January 1, 1994 (B-
       4(d)  Rule  24 Certificate dated January 31, 1994  in  70-
       8215).

(b)    37--     Assignment,  Assumption  and  Further   Agreement
       No.  1, dated as of December 1, 1988, among System Energy,
       Meridian  Trust  Company and Stephen M. Carta,  and  SMEPA
       (B-7(c)(1)  to Rule 24 Certificate dated January  9,  1989
       in 70-7561).

(b)    38--     Assignment,  Assumption  and  Further   Agreement
       No.  2, dated as of December 1, 1988, among System Energy,
       Meridian  Trust  Company and Stephen M. Carta,  and  SMEPA
       (B-7(c)(2)  to Rule 24 Certificate dated January  9,  1989
       in 70-7561).

(b)    39--   Collateral Trust Indenture, dated as of January  1,
       1994,  among  System Energy, GG1B Funding Corporation  and
       Bankers  Trust  Company, as Trustee  (A-3(e)  to  Rule  24
       Certificate  dated  January  31,  1994  in  70-8215),   as
       supplemented  by  Supplemental  Indenture  No.   1   dated
       January  1,  1994,  (A-3(f) to Rule 24  Certificate  dated
       January 31, 1994 in 70-8215).

(b)    40--    Substitute Power Agreement, dated  as  of  May  1,
       1980,  among Entergy Mississippi, System Energy and  SMEPA
       (B(3)(a) in 70-6337).

(b)    41--    Grand  Gulf  Unit  No. 2 Supplementary  Agreement,
       dated  as  of February 7, 1986, between System Energy  and
       SMEPA (10(aaa) in 33-4033).

(b)    42--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between System Energy and Entergy Arkansas, Entergy
       Louisiana,  Entergy  Mississippi and Entergy  New  Orleans
       (10(a)-39  to  Form 10-K for the year ended  December  31,
       1982 in 1-3517).

(b)    43--    First Amendment to the Unit Power Sales Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       Entergy  Arkansas, Entergy Louisiana, Entergy  Mississippi
       and  Entergy New Orleans (19 to Form 10-Q for the  quarter
       ended September 30, 1984 in 1-3517).

(b)    44--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(b)    45--    Fuel Lease, dated as of February 24, 1989, between
       River  Fuel  Funding Company #3, Inc.  and  System  Energy
       (B-1(b)  to  Rule 24 Certificate dated March  3,  1989  in
       70-7604).

(b)    46--    System Energy's Consent, dated January  31,  1995,
       pursuant  to  Fuel Lease, dated as of February  24,  1989,
       between  River  Fuel Funding Company #3, Inc.  and  System
       Energy  (B-1(c) to Rule 24 Certificate dated February  13,
       1995 in 70-7604).

(b)    47--    Sales  Agreement,  dated  as  of  June  21,  1974,
       between  System  Energy  and  Entergy  Mississippi  (D  to
       Rule 24 Certificate dated June 26, 1974 in 70-5399).

(b)    48--    Service  Agreement, dated as  of  June  21,  1974,
       between  System  Energy  and  Entergy  Mississippi  (E  to
       Rule 24 Certificate dated June 26, 1974 in 70-5399).

(b)    49--     Partial  Termination  Agreement,  dated   as   of
       December  1,  1986,  between  System  Energy  and  Entergy
       Mississippi (A-2 to Rule 24 Certificate dated  January  8,
       1987 in 70-5399).

(b)    50--     Middle  South  Utilities,  Inc.  and   Subsidiary
       Companies  Intercompany Income Tax  Allocation  Agreement,
       dated  April 28, 1988 (D-1 to Form U5S for the year  ended
       December 31, 1987).

(b)    51--    First  Amendment, dated January  1,  1990  to  the
       Middle  South  Utilities  Inc.  and  Subsidiary  Companies
       Intercompany  Income  Tax  Allocation  Agreement  (D-2  to
       Form U5S for the year ended December 31, 1989).

(b)    52--    Second  Amendment dated January 1,  1992,  to  the
       Entergy  Corporation and Subsidiary Companies Intercompany
       Income  Tax Allocation Agreement (D-3 to Form U5S for  the
       year ended December 31, 1992).

(b)    53--    Third  Amendment dated January 1, 1994 to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

(b)    54--    Fourth  Amendment dated April 1, 1997  to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-5 to Form U5S  for  the  year
       ended December 31, 1996).

(b)    55--    Service Agreement with Entergy Services, dated  as
       of  July  16, 1974, as amended (10(b)-43 to Form 10-K  for
       the year ended December 31, 1988 in 1-9067).

(b)    56--    Amendment,  dated  January  1,  1991,  to  Service
       Agreement  with Entergy Services (10(b)-45  to  Form  10-K
       for the year ended December 31, 1990 in 1-9067).

(b)    57--    Amendment,  dated  January  1,  1992,  to  Service
       Agreement  with Entergy Services (10(a) -11 to  Form  10-K
       for the year ended December 31, 1994 in 1-3517).

(b)    58--   Operating Agreement between Entergy Operations  and
       System  Energy, dated as of June 6, 1990 (B-3(b)  to  Rule
       24 Certificate dated June 15, 1990 in 70-7679).

(b)    59--    Guarantee  Agreement between  Entergy  Corporation
       and  System Energy, dated as of September 20, 1990 (B-3(a)
       to  Rule  24  Certificate  dated  September  27,  1990  in
       70-7757).

(b)    60--     Amended  and  Restated  Reimbursement  Agreement,
       dated  as  of December 1, 1988 as amended and restated  as
       of  December  20,  1999,  among System  Energy  Resources,
       Inc., The Bank of Tokyo-Mitsubishi, Ltd., as Funding  Bank
       and  The  Chase  Manhattan Bank, as  administrating  bank,
       Union  Bank  of California, N.A., as documentation  agent,
       and  the Banks named therein, as Participating  Banks  (B-
       1(b)  to  Rule 24 Certificate dated March 3, 2000  in  70-
       7561).

Entergy Arkansas

(c)    1  --    Agreement,  dated April 23, 1982,  among  Entergy
       Arkansas  and certain other System companies, relating  to
       System   Planning   and   Development   and   Intra-System
       Transactions  (10(a) 1 to Form 10-K  for  the  year  ended
       December 31, 1982 in 1-3517).

(c)    2  --    Middle  South Utilities System Agency  Agreement,
       dated December 11, 1970 (5(a)2 in 2-41080).

(c)    3  --    Amendment,  dated February 10,  1971,  to  Middle
       South  Utilities System Agency Agreement,  dated  December
       11, 1970 (5(a)-4 in 2-41080).

(c)    4  --    Amendment,  dated May 12, 1988, to  Middle  South
       Utilities  System  Agency Agreement,  dated  December  11,
       1970 (5(a) 4 in 2-41080).

(c)    5  --    Middle South Utilities System Agency Coordination
       Agreement, dated December 11, 1970 (5(a)-3 in 2-41080).

(c)    6  --   Service Agreement with Entergy Services, dated  as
       of April 1, 1963 (5(a)-5 in 2-41080).

(c)    7  --    Amendment,  dated January  1,  1972,  to  Service
       Agreement with Entergy Services (5(a)- 6 in 2-43175).

(c)    8  --    Amendment,  dated  April  27,  1984,  to  Service
       Agreement,  with Entergy Services (10(a)- 7 to  Form  10-K
       for the year ended December 31, 1984 in 1-3517).

(c)    9  --    Amendment,  dated  August  1,  1988,  to  Service
       Agreement  with Entergy Services (10(c)- 8  to  Form  10-K
       for the year ended December 31, 1988 in 1-10764).

(c)    10--    Amendment,  dated  January  1,  1991,  to  Service
       Agreement with Entergy Services (10(c)-9 to Form 10-K  for
       the year ended December 31, 1990 in 1-10764).

(c)    11--    Amendment,  dated  January  1,  1992,  to  Service
       Agreement  with Entergy Services (10(a)-11  to  Form  10-K
       for the year ended December 31, 1994 in 1-3517).

(c)    12 through
(c)    25--   See 10(a)-12 through 10(a)-25 above.

(c)    26--    Agreement, dated August 20, 1954, between  Entergy
       Arkansas  and the United States of America (SPA)(13(h)  in
       2-11467).

(c)    27--    Amendment,  dated April 19, 1955,  to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-2 in 2-41080).

(c)    28--    Amendment, dated January 3, 1964,  to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-3 in 2-41080).

(c)    29--    Amendment, dated September 5, 1968, to the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-4 in 2-41080).

(c)    30--    Amendment, dated November 19, 1970, to the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-5 in 2-41080).

(c)    31--    Amendment,  dated July 18,  1961,  to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-6 in 2-41080).

(c)    32--    Amendment, dated December 27, 1961, to the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-7 in 2-41080).

(c)    33--    Amendment, dated January 25, 1968, to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-8 in 2-41080).

(c)    34--    Amendment, dated October 14, 1971, to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-9 in 2-43175).

(c)    35--    Amendment, dated January 10, 1977, to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-10 in 2-60233).

(c)    36--    Agreement,  dated  May 14, 1971,  between  Entergy
       Arkansas  and the United States of America (SPA) (5(e)  in
       2-41080).

(c)    37--    Amendment, dated January 10, 1977, to  the  United
       States  of  America  (SPA) Contract, dated  May  14,  1971
       (5(e)-1 in 2-60233).

(c)    38--     Contract,  dated  May  28,  1943,  Amendment   to
       Contract,   dated  July  21,  1949,  and   Supplement   to
       Amendment  to  Contract, dated December 30, 1949,  between
       Entergy   Arkansas  and  McKamie  Gas  Cleaning   Company;
       Agreements,  dated  as  of  September  30,  1965,  between
       Entergy  Arkansas and former stockholders of  McKamie  Gas
       Cleaning  Company; and Letter Agreement,  dated  June  22,
       1966,  by  Humble  Oil  &  Refining  Company  accepted  by
       Entergy Arkansas on June 24, 1966 (5(k)-7 in 2-41080).

(c)    39--    Agreement,  dated April 3, 1972,  between  Entergy
       Services   and  Gulf  United  Nuclear  Fuels   Corporation
       (5(l)-3 in 2-46152).

(c)    40--    Fuel Lease, dated as of December 22, 1988, between
       River  Fuel Trust #1 and Entergy Arkansas (B-1(b) to  Rule
       24 Certificate in 70-7571).

(c)    41--    White  Bluff Operating Agreement, dated  June  27,
       1977,   among  Entergy  Arkansas  and  Arkansas   Electric
       Cooperative Corporation and City Water and Light Plant  of
       the  City  of  Jonesboro,  Arkansas  (B-2(a)  to  Rule  24
       Certificate dated June 30, 1977 in 70-6009).

(c)    42--    White  Bluff Ownership Agreement, dated  June  27,
       1977,   among  Entergy  Arkansas  and  Arkansas   Electric
       Cooperative Corporation and City Water and Light Plant  of
       the  City  of  Jonesboro,  Arkansas  (B-1(a)  to  Rule  24
       Certificate dated June 30, 1977 in 70-6009).

(c)    43--    Agreement,  dated June 29, 1979,  between  Entergy
       Arkansas   and  City  of  Conway,  Arkansas   (5(r)-3   in
       2-66235).

(c)    44--    Transmission  Agreement,  dated  August  2,  1977,
       between  Entergy Arkansas and City Water and  Light  Plant
       of the City of Jonesboro, Arkansas (5(r)-3 in 2-60233).

(c)    45--    Power  Coordination, Interchange and  Transmission
       Service  Agreement,  dated as of June  27,  1977,  between
       Arkansas  Electric  Cooperative  Corporation  and  Entergy
       Arkansas (5(r)-4 in 2-60233).

(c)    46--     Independence  Steam  Electric  Station  Operating
       Agreement,  dated  July 31, 1979, among  Entergy  Arkansas
       and  Arkansas  Electric Cooperative Corporation  and  City
       Water  and Light Plant of the City of Jonesboro,  Arkansas
       and City of Conway, Arkansas (5(r)-6 in 2-66235).

(c)    47--     Amendment,  dated  December  4,  1984,   to   the
       Independence  Steam  Electric Station Operating  Agreement
       (10(c)  51  to  Form 10-K for the year ended December  31,
       1984 in 1-10764).

(c)    48--     Independence  Steam  Electric  Station  Ownership
       Agreement,  dated  July 31, 1979, among  Entergy  Arkansas
       and  Arkansas  Electric Cooperative Corporation  and  City
       Water  and Light Plant of the City of Jonesboro,  Arkansas
       and City of Conway, Arkansas (5(r)-7 in 2-66235).

(c)    49--     Amendment,  dated  December  28,  1979,  to   the
       Independence  Steam  Electric Station Ownership  Agreement
       (5(r)-7(a) in 2-66235).

(c)    50--     Amendment,  dated  December  4,  1984,   to   the
       Independence  Steam  Electric Station Ownership  Agreement
       (10(c)  54  to  Form 10-K for the year ended December  31,
       1984 in 1-10764).

(c)    51--    Owner's Agreement, dated November 28, 1984,  among
       Entergy Arkansas, Entergy Mississippi, other co-owners  of
       the  Independence Station (10(c) 55 to Form 10-K  for  the
       year ended December 31, 1984 in 1-10764).

(c)    52--    Consent, Agreement and Assumption, dated  December
       4,  1984,  among  Entergy Arkansas,  Entergy  Mississippi,
       other  co-owners  of the Independence Station  and  United
       States Trust Company of New York, as Trustee (10(c) 56  to
       Form  10-K  for  the  year  ended  December  31,  1984  in
       1-10764).

(c)    53--    Power  Coordination, Interchange and  Transmission
       Service  Agreement,  dated as of July  31,  1979,  between
       Entergy  Arkansas and City Water and Light  Plant  of  the
       City of Jonesboro, Arkansas (5(r)-8 in 2-66235).

(c)    54--    Power  Coordination, Interchange and  Transmission
       Agreement,  dated  as of June 29, 1979,  between  City  of
       Conway,   Arkansas   and  Entergy  Arkansas   (5(r)-9   in
       2-66235).

(c)    55--    Agreement,  dated June 21, 1979,  between  Entergy
       Arkansas  and Reeves E. Ritchie ((10)(b)-90 to  Form  10-K
       for the year ended December 31, 1980 in 1-10764).

(c)    56--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

(c)    57--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between System Energy and Entergy Arkansas, Entergy
       Louisiana,  Entergy Mississippi, and Entergy  New  Orleans
       (10(a)  39  to  Form 10-K for the year ended December  31,
       1982 in 1-3517).

(c)    58--    First  Amendment  to Unit Power  Sales  Agreement,
       dated  as of June 28, 1984, between System Energy, Entergy
       Arkansas,  Entergy  Louisiana,  Entergy  Mississippi,  and
       Entergy  New  Orleans  (19 to Form 10-Q  for  the  quarter
       ended September 30, 1984 in 1-3517).

(c)    59--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(c)    60--    Contract For Disposal of Spent Nuclear Fuel and/or
       High-Level  Radioactive Waste, dated June 30, 1983,  among
       the  DOE,  System Fuels and Entergy Arkansas (10(b)-57  to
       Form  10-K  for  the  year  ended  December  31,  1983  in
       1-10764).

(c)    61--     Middle  South  Utilities,  Inc.  and   Subsidiary
       Companies  Intercompany Income Tax  Allocation  Agreement,
       dated  April 28, 1988 (D-1 to Form U5S for the year  ended
       December 31, 1987).

(c)    62--    First  Amendment, dated January 1,  1990,  to  the
       Middle  South  Utilities,  Inc. and  Subsidiary  Companies
       Intercompany  Income  Tax  Allocation  Agreement  (D-2  to
       Form U5S for the year ended December 31, 1989).

(c)    63--    Second  Amendment dated January 1,  1992,  to  the
       Entergy  Corporation and Subsidiary Companies Intercompany
       Income  Tax Allocation Agreement (D-3 to Form U5S for  the
       year ended December 31, 1992).

(c)    64--    Third Amendment dated January 1, 1994, to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

(c)    65--    Fourth  Amendment dated April 1, 1997  to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-5 to Form U5S  for  the  year
       ended December 31, 1996).

(c)    66--     Assignment   of  Coal  Supply  Agreement,   dated
       December  1,  1987,  between  System  Fuels  and   Entergy
       Arkansas  (B  to Rule 24 letter filing dated November  10,
       1987 in 70-5964).

(c)    67--    Coal  Supply Agreement, dated December  22,  1976,
       between  System  Fuels and Antelope Coal Company  (B-1  in
       70-5964),  as  amended by First Amendment (A  to  Rule  24
       Certificate in 70-5964); Second Amendment (A  to  Rule  24
       letter  filing  dated December 16, 1983 in  70-5964);  and
       Third   Amendment  (A  to  Rule  24  letter  filing  dated
       November 10, 1987 in 70-5964).

(c)    68--   Operating Agreement between Entergy Operations  and
       Entergy  Arkansas,  dated as of June 6,  1990  (B-1(b)  to
       Rule 24 Certificate dated June 15, 1990 in 70-7679).

(c)    69--   Guaranty Agreement between Entergy Corporation  and
       Entergy  Arkansas, dated as of September 20, 1990  (B-1(a)
       to  Rule  24  Certificate  dated  September  27,  1990  in
       70-7757).

(c)    70--    Agreement  for Purchase and Sale  of  Independence
       Unit  2 between Entergy Arkansas and Entergy Power,  dated
       as  of  August  28,  1990 (B-3(c) to Rule  24  Certificate
       dated September 6, 1990 in 70-7684).

(c)    71--    Agreement for Purchase and Sale of Ritchie Unit  2
       between  Entergy Arkansas and Entergy Power, dated  as  of
       August  28,  1990  (B-4(d) to Rule  24  Certificate  dated
       September 6, 1990 in 70-7684).

(c)    72--     Ritchie  Steam  Electric  Station  Unit   No.   2
       Operating  Agreement between Entergy Arkansas and  Entergy
       Power,  dated  as of August 28, 1990 (B-5(a)  to  Rule  24
       Certificate dated September 6, 1990 in 70-7684).

(c)    73--     Ritchie  Steam  Electric  Station  Unit   No.   2
       Ownership  Agreement between Entergy Arkansas and  Entergy
       Power,  dated  as of August 28, 1990 (B-6(a)  to  Rule  24
       Certificate dated September 6, 1990 in 70-7684).

(c)    74--    Power  Coordination, Interchange and  Transmission
       Service   Agreement  between  Entergy  Power  and  Entergy
       Arkansas,  dated as of August 28, 1990 (10(c)-71  to  Form
       10-K for the year ended December 31, 1990 in 1-10764).

(c)    75--     Loan  Agreement  dated  June  15,  1993,  between
       Entergy  Arkansas and Independence Country, Arkansas  (B-1
       (a)  to  Rule  24 Certificate dated July 9,  1993  in  70-
       8171).

(c)    76--         Loan  Agreement dated June 15, 1994,  between
       Entergy  Arkansas  and Jefferson County, Arkansas  (B-1(a)
       to Rule 24 Certificate dated June 30, 1994 in 70-8405).

(c)    77--         Loan  Agreement dated June 15, 1994,  between
       Entergy  Arkansas  and Pope County,  Arkansas  (B-1(b)  to
       Rule 24 Certificate in 70-8405).

(c)    78--          Loan  Agreement  dated  November  15,  1995,
       between Entergy Arkansas and Pope County, Arkansas  (10(c)
       96 to Form 10-K for the year ended December 31, 1995 in 1-
       10764).

(c)    79--         Agreement  as  to  Expenses  and  Liabilities
       between  Entergy Arkansas and Entergy Arkansas Capital  I,
       dated  as  of August 14, 1996 (4(j) to Form 10-Q  for  the
       quarter ended September 30, 1996 in 1-10764).

(c)    80--          Loan  Agreement  dated  December  1,   1997,
       between  Entergy  Arkansas and Jefferson County,  Arkansas
       (10(c)100  to  Form 10-K for the year ended  December  31,
       1997 in 1-10764).

*(c)   81--     Refunding  Agreement,  dated  December  1,  2001,
       between Entergy Arkansas and Pope Country, Arkansas.

Entergy Gulf States

(d)    1  --    Guaranty  Agreement, dated July 1, 1976,  between
       Entergy  Gulf  States and American Bank and Trust  Company
       (C and D to Form 8-K dated August 6, 1976 in 1-27031).

(d)    2  --    Guaranty Agreement, dated August 1, 1992, between
       Entergy  Gulf States and Hibernia National Bank,  relating
       to  Pollution  Control  Revenue  Refunding  Bonds  of  the
       Industrial  Development Board of the Parish of  Calcasieu,
       Inc.  (Louisiana) (10-1 to Form 10-K for  the  year  ended
       December 31, 1992 in 1-27031).

(d)    3  --   Guaranty Agreement, dated January 1, 1993, between
       Entergy   Gulf  States  and  Hancock  Bank  of  Louisiana,
       relating  to Pollution Control Revenue Refunding Bonds  of
       the  Parish of Pointe Coupee (Louisiana) (10-2 to Form 10-
       K for the year ended December 31, 1992 in 1-27031).

(d)    4  --    Deposit Agreement, dated as of December  1,  1983
       between Entergy Gulf States, Morgan Guaranty Trust Co.  as
       Depositary   and  the  Holders  of  Depository   Receipts,
       relating  to  the  Issue of 900,000  Depositary  Preferred
       Shares,  each  representing 1/2 share of  Adjustable  Rate
       Cumulative Preferred Stock, Series E-$100 Par Value  (4-17
       to  Form 10-K for the year ended December 31, 1983  in  1-
       27031).

(d)    5  --    Agreement  effective February  1,  1964,  between
       Sabine  River  Authority, State of Louisiana,  and  Sabine
       River   Authority  of  Texas,  and  Entergy  Gulf  States,
       Central  Louisiana Electric Company, Inc.,  and  Louisiana
       Power  &  Light Company, as supplemented (B  to  Form  8-K
       dated May 6, 1964, A to Form 8-K dated October 5, 1967,  A
       to  Form  8-K dated May 5, 1969, and A to Form  8-K  dated
       December 1, 1969 in 1-27031).

(d)    6   --     Joint  Ownership  Participation  and  Operating
       Agreement  regarding  River Bend  Unit  1  Nuclear  Plant,
       dated  August  20,  1979,  between  Entergy  Gulf  States,
       Cajun,  and  SRG&T; Power Interconnection  Agreement  with
       Cajun,  dated June 26, 1978, and approved by  the  REA  on
       August  16,  1979, between Entergy Gulf States and  Cajun;
       and  Letter  Agreement  regarding  CEPCO  buybacks,  dated
       August  28,  1979, between Entergy Gulf States  and  Cajun
       (2,  3,  and 4, respectively, to Form 8-K dated  September
       7, 1979 in 1-27031).

(d)    7  --    Ground  Lease,  dated August  15,  1980,  between
       Statmont  Associates  Limited Partnership  (Statmont)  and
       Entergy  Gulf  States, as amended (3  to  Form  8-K  dated
       August  19,  1980 and A-3-b to Form 10-Q for  the  quarter
       ended September 30, 1983 in 1-27031).

(d)    8  --    Lease  and Sublease Agreement, dated  August  15,
       1980,  between  Statmont  and  Entergy  Gulf  States,   as
       amended (4 to Form 8-K dated August 19, 1980 and A-3-c  to
       Form  10-Q for the quarter ended September 30, 1983 in  1-
       27031).

(d)    9  --   Lease Agreement, dated September 18, 1980, between
       BLC  Corporation and Entergy Gulf States (1  to  Form  8-K
       dated October 6, 1980 in 1-27031).

(d)    10--     Joint   Ownership  Participation  and   Operating
       Agreement  for  Big  Cajun, between Entergy  Gulf  States,
       Cajun  Electric Power Cooperative, Inc., and  Sam  Rayburn
       G&T,  Inc,  dated November 14, 1980 (6 to Form  8-K  dated
       January  29,  1981  in 1-27031); Amendment  No.  1,  dated
       December  12, 1980 (7 to Form 8-K dated January  29,  1981
       in  1-27031); Amendment No. 2, dated December 29, 1980  (8
       to Form 8-K dated January 29, 1981 in 1-27031).

(d)    11--    Agreement of Joint Ownership Participation between
       SRMPA, SRG&T and Entergy Gulf States, dated June 6,  1980,
       for Nelson Station, Coal Unit #6, as amended (8 to Form 8-
       K  dated June 11, 1980, A-2-b to Form 10-Q for the quarter
       ended  June 30, 1982; and 10-1 to Form 8-K dated  February
       19, 1988 in 1-27031).

(d)    12--    Agreements  between Southern Company  and  Entergy
       Gulf  States,  dated February 25, 1982,  which  cover  the
       construction  of a 140-mile transmission line  to  connect
       the   two   systems,  purchase  of  power   and   use   of
       transmission facilities (10-31 to Form 10-K for  the  year
       ended December 31, 1981 in 1-27031).

(d)    13--    Transmission Facilities Agreement between  Entergy
       Gulf  States and Mississippi Power Company, dated February
       28,  1982,  and  Amendment, dated May 12, 1982  (A-2-c  to
       Form  10-Q  for  the quarter ended March 31,  1982  in  1-
       27031)  and  Amendment, dated December 6, 1983  (10-43  to
       Form  10-K  for  the year ended December 31,  1983  in  1-
       27031).

(d)    14--     First   Amended  Power  Sales  Agreement,   dated
       December 1, 1985 between Sabine River Authority, State  of
       Louisiana,  and  Sabine River Authority, State  of  Texas,
       and  Entergy Gulf States, Central Louisiana Electric  Co.,
       Inc.,  and  Louisiana Power and Light  Company  (10-72  to
       Form  10-K  for  the year ended December 31,  1985  in  1-
       27031).

+(d)   15--     Deferred  Compensation  Plan  for  Directors   of
       Entergy  Gulf States and Varibus Corporation,  as  amended
       January  8, 1987, and effective January 1, 1987 (10-77  to
       Form  10-K  for  the year ended December 31,  1986  in  1-
       27031).   Amendment  dated  December  4,  1991  (10-3   to
       Amendment No. 8 in Registration No. 2-76551).

+(d)   16--    Trust Agreement for Deferred Payments to  be  made
       by  Entergy  Gulf States pursuant to the Executive  Income
       Security  Plan,  by and between Entergy  Gulf  States  and
       Bankers  Trust Company, effective November 1, 1986  (10-78
       to  Form 10-K for the year ended December 31, 1986  in  1-
       27031).

+(d)   17--    Trust  Agreement for Deferred  Installments  under
       Entergy  Gulf  States'  Management Incentive  Compensation
       Plan  and Administrative Guidelines by and between Entergy
       Gulf  States and Bankers Trust Company, effective June  1,
       1986  (10-79 to Form 10-K for the year ended December  31,
       1986 in 1-27031).

+(d)   18--     Nonqualified  Deferred  Compensation   Plan   for
       Officers,   Nonemployee  Directors  and   Designated   Key
       Employees,   effective  December  1,  1985,  as   amended,
       continued  and completely restated effective as  of  March
       1,  1991 (10-3 to Amendment No. 8 in Registration  No.  2-
       76551).

+(d)   19--     Trust   Agreement   for  Entergy   Gulf   States'
       Nonqualified  Directors and Designated  Key  Employees  by
       and  between  Entergy  Gulf States and  First  City  Bank,
       Texas-Beaumont, N.A. (now Texas Commerce Bank),  effective
       July  1,  1991  (10-4  to Form 10-K  for  the  year  ended
       December 31, 1992 in 1-27031).

(d)    20--    Lease Agreement, dated as of June 29, 1987,  among
       GSG&T,  Inc.,  and  Entergy Gulf  States  related  to  the
       leaseback of the Lewis Creek generating station (10-83  to
       Form  10-K  for  the year ended December 31,  1988  in  1-
       27031).

(d)    21--    Nuclear Fuel Lease Agreement between Entergy  Gulf
       States  and  River Bend Fuel Services, Inc. to  lease  the
       fuel  for River Bend Unit 1, dated February 7, 1989 (10-64
       to  Form 10-K for the year ended December 31, 1988  in  1-
       27031).

(d)    22--    Trust and Investment Management Agreement  between
       Entergy  Gulf States and Morgan Guaranty and Trust Company
       of  New  York (the "Decommissioning Trust Agreement)  with
       respect   to  decommissioning  funds  authorized   to   be
       collected  by  Entergy Gulf States, dated March  15,  1989
       (10-66  to Form 10-K for the year ended December 31,  1988
       in 1-27031).

(d)    23--    Amendment  No. 2 dated November  1,  1995  between
       Entergy  Gulf  States and Mellon Bank  to  Decommissioning
       Trust  Agreement (10(d) 31 to Form 10-K for the year ended
       December 31, 1995 in 1-27031).

(d)    24--    Partnership  Agreement by and among  Conoco  Inc.,
       and  Entergy Gulf States, CITGO Petroleum Corporation  and
       Vista  Chemical  Company, dated April 28, 1988  (10-67  to
       Form  10-K  for  the year ended December 31,  1988  in  1-
       27031).

+(d)   25--    Gulf States Utilities Company Executive Continuity
       Plan,  dated January 18, 1991 (10-6 to Form 10-K  for  the
       year ended December 31, 1990 in 1-27031).

+(d)   26--    Trust Agreement for Entergy Gulf States' Executive
       Continuity  Plan, by and between Entergy Gulf  States  and
       First  City Bank, Texas-Beaumont, N.A. (now Texas Commerce
       Bank),  effective May 20, 1991 (10-5 to Form 10-K for  the
       year ended December 31, 1992 in 1-27031).

+(d)   27--     Gulf   States  Utilities  Board   of   Directors'
       Retirement Plan, dated February 15, 1991 (10-8 to Form 10-
       K for the year ended December 31, 1990 in 1-27031).

(d)    28--   Operating Agreement between Entergy Operations  and
       Entergy  Gulf  States, dated as of December 31,  1993  (B-
       2(f) to Rule 24 Certificate in 70-8059).

(d)    29--    Guarantee  Agreement between  Entergy  Corporation
       and Entergy Gulf States, dated as of December 31, 1993 (B-
       5(a) to Rule 24 Certificate in 70-8059).

(d)    30--    Service Agreement with Entergy Services, dated  as
       of  December  31, 1993 (B-6(c) to Rule 24  Certificate  in
       70-8059).

(d)    31--    Third Amendment, dated January 1, 1994, to Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

(d)    32--         Agreement  as  to  Expenses  and  Liabilities
       between  Entergy  Gulf  States  and  Entergy  Gulf  States
       Capital  I, dated as of January 28, 1997 (10(d)52 to  Form
       10-K for the year ended December 31, 1996 in 1-27031).

(d)    33--    Refunding  Agreement  dated  as  of  May  1,  1998
       between  Entergy  Gulf  States and  Parish  of  Iberville,
       State  of  Louisiana (B-3(a) to Rule 24 Certificate  dated
       May 29, 1998 in 70-8721).

(d)    34--    Refunding  Agreement  dated  as  of  May  1,  1998
       between  Entergy  Gulf  States and Industrial  Development
       Board of the Parish of Calcasieu, Inc. (B-3(b) to Rule  24
       Certificate dated January 29, 1999 in 70-8721).

(d)    35--    Refunding Agreement (Series 1999-A)  dated  as  of
       September  1, 1999 between Entergy Gulf States and  Parish
       of  West Feliciana, State of Louisiana (B-3(c) to Rule  24
       Certificate dated October 8, 1999 in 70-8721).

(d)    36--    Refunding Agreement (Series 1999-B)  dated  as  of
       September  1, 1999 between Entergy Gulf States and  Parish
       of  West Feliciana, State of Louisiana (B-3(d) to Rule  24
       Certificate dated October 8, 1999 in 70-8721).

Entergy Louisiana

(e)    1  --    Agreement,  dated April 23, 1982,  among  Entergy
       Louisiana and certain other System companies, relating  to
       System   Planning   and   Development   and   Intra-System
       Transactions  (10(a) 1 to Form 10-K  for  the  year  ended
       December 31, 1982, in 1-3517).

(e)    2  --    Middle  South Utilities System Agency  Agreement,
       dated December 11, 1970 (5(a)-2 in 2-41080).

(e)    3  --    Amendment,  dated  as of February  10,  1971,  to
       Middle  South  Utilities  System Agency  Agreement,  dated
       December 11, 1970 (5(a)-4 in 2-41080).

(e)    4  --    Amendment,  dated May 12, 1988, to  Middle  South
       Utilities  System  Agency Agreement,  dated  December  11,
       1970 (5(a) 4 in 2-41080).

(e)    5  --    Middle South Utilities System Agency Coordination
       Agreement, dated December 11, 1970 (5(a)-3 in 2-41080).

(e)    6  --   Service Agreement with Entergy Services, dated  as
       of April 1, 1963 (5(a)-5 in 2-42523).

(e)    7  --   Amendment, dated as of January 1, 1972, to Service
       Agreement with Entergy Services (4(a)-6 in 2-45916).

(e)    8  --    Amendment, dated as of April 27, 1984, to Service
       Agreement with Entergy Services (10(a) 7 to Form 10-K  for
       the year ended December 31, 1984 in 1-3517).

(e)    9  --    Amendment, dated as of August 1, 1988, to Service
       Agreement with Entergy Services (10(d)-8 to Form 10-K  for
       the year ended December 31, 1988 in 1-8474).

(e)    10--    Amendment,  dated  January  1,  1991,  to  Service
       Agreement with Entergy Services (10(d)-9 to Form 10-K  for
       the year ended December 31, 1990 in 1-8474).

(e)    11--    Amendment,  dated  January  1,  1992,  to  Service
       Agreement  with Entergy Services (10(a)-11  to  Form  10-K
       for the year ended December 31, 1994 in 1-3517).

(e)    12 through
(e)    25--   See 10(a)-12 through 10(a)-25 above.

(e)    26--    Fuel Lease, dated as of January 31, 1989,  between
       River   Fuel  Company  #2,  Inc.,  and  Entergy  Louisiana
       (B-1(b) to Rule 24 Certificate in 70-7580).

(e)    27--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

(e)    28--   Compromise and Settlement Agreement, dated June  4,
       1982,  between  Texaco, Inc. and Entergy Louisiana  (28(a)
       to Form 8-K dated June 4, 1982 in 1-8474).

(e)    29--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between System Energy and Entergy Arkansas, Entergy
       Louisiana,  Entergy  Mississippi and Entergy  New  Orleans
       (10(a)  39  to  Form 10-K for the year ended December  31,
       1982 in 1-3517).

(e)    30--    First Amendment to the Unit Power Sales Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       Entergy  Arkansas, Entergy Louisiana, Entergy  Mississippi
       and  Entergy New Orleans (19 to Form 10-Q for the  quarter
       ended September 30, 1984 in 1-3517).

(e)    31--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(e)    32--     Middle  South  Utilities,  Inc.  and   Subsidiary
       Companies  Intercompany  Tax Allocation  Agreement,  dated
       April  28,  1988  (D-1  to Form U5S  for  the  year  ended
       December 31, 1987).

(e)    33--    First  Amendment, dated January 1,  1990,  to  the
       Middle  South  Utilities,  Inc. and  Subsidiary  Companies
       Intercompany   Income  Tax  Allocation  Agreement,   dated
       January  1,  1990  (D-2 to Form U5S  for  the  year  ended
       December 31, 1989).

(e)    34--    Second  Amendment dated January 1,  1992,  to  the
       Entergy  Corporation and Subsidiary Companies Intercompany
       Income  Tax Allocation Agreement (D-3 to Form U5S for  the
       year ended December 31, 1992).

(e)    35--    Third  Amendment dated January 1, 1994 to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

(e)    36--    Fourth  Amendment dated April 1, 1997  to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-5 to Form U5S  for  the  year
       ended December 31, 1996).

(e)    37--    Contract for Disposal of Spent Nuclear Fuel and/or
       High-Level  Radioactive  Waste, dated  February  2,  1984,
       among DOE, System Fuels and Entergy Louisiana (10(d)33  to
       Form  10-K  for  the  year  ended  December  31,  1984  in
       1-8474).

(e)    38--   Operating Agreement between Entergy Operations  and
       Entergy  Louisiana, dated as of June 6,  1990  (B-2(c)  to
       Rule 24 Certificate dated June 15, 1990 in 70-7679).

(e)    39--    Guarantee  Agreement between  Entergy  Corporation
       and  Entergy  Louisiana, dated as of  September  20,  1990
       (B-2(a),  to Rule 24 Certificate dated September 27,  1990
       in 70-7757).

(e)    40--    Installment Sale Agreement, dated July  20,  1994,
       between   Entergy   Louisiana  and  St.  Charles   Parish,
       Louisiana  (B-6(e) to Rule 24 Certificate dated August  1,
       1994 in 70-7822).

(e)    41--    Installment  Sale  Agreement,  dated  November  1,
       1995,  between  Entergy Louisiana and St. Charles  Parish,
       Louisiana  (B-6(a) to Rule 24 Certificate  dated  December
       19, 1995 in 70-8487).

(e)    42--    Refunding Agreement (Series 1999-A), dated  as  of
       June 1, 1999, between Entergy Louisiana and Parish of  St.
       Charles,   State   of  Louisiana  (B-6(a)   to   Rule   24
       Certificate dated July 6, 1999 in 70-9141).

(e)    43--    Refunding Agreement (Series 1999-B), dated  as  of
       June 1, 1999, between Entergy Louisiana and Parish of  St.
       Charles,   State   of  Louisiana  (B-6(b)   to   Rule   24
       Certificate dated July 6, 1999 in 70-9141).

(e)    44--    Refunding Agreement (Series 1999-C), dated  as  of
       October  1, 1999, between Entergy Louisiana and Parish  of
       St.  Charles,  State  of Louisiana  (B-11(a)  to  Rule  24
       Certificate dated October 15, 1999 in 70-9141).

(e)    45--    Agreement  as to Expenses and Liabilities  between
       Entergy  Louisiana, Inc. and Entergy Louisiana  Capital  I
       dated  July  16, 1996 (4(d) to Form 10-Q for  the  quarter
       ended June 30, 1996 in 1-8474).

Entergy Mississippi

(f)    1  --    Agreement  dated April 23,  1982,  among  Entergy
       Mississippi  and certain other System companies,  relating
       to   System  Planning  and  Development  and  Intra-System
       Transactions  (10(a) 1 to Form 10-K  for  the  year  ended
       December 31, 1982 in 1-3517).

(f)    2  --    Middle  South Utilities System Agency  Agreement,
       dated December 11, 1970 (5(a)-2 in 2-41080).

(f)    3  --    Amendment,  dated February 10,  1971,  to  Middle
       South  Utilities System Agency Agreement,  dated  December
       11, 1970 (5(a) 4 in 2-41080).

(f)    4  --    Amendment,  dated May 12, 1988, to  Middle  South
       Utilities  System  Agency Agreement,  dated  December  11,
       1970 (5(a) 4 in 2-41080).

(f)    5  --    Middle South Utilities System Agency Coordination
       Agreement, dated December 11, 1970 (5(a)-3 in 2-41080).

(f)    6  --   Service Agreement with Entergy Services, dated  as
       of April 1, 1963 (D in 37-63).

(f)    7  --    Amendment,  dated January  1,  1972,  to  Service
       Agreement  with  Entergy  Services  (A  to  Notice,  dated
       October 14, 1971 in 37-63).

(f)    8  --    Amendment,  dated  April  27,  1984,  to  Service
       Agreement with Entergy Services (10(a) 7 to Form 10-K  for
       the year ended December 31, 1984 in 1-3517).

(f)    9  --    Amendment, dated as of August 1, 1988, to Service
       Agreement with Entergy Services (10(e) 8 to Form 10-K  for
       the year ended December 31, 1988 in 0-320).

(f)    10--    Amendment,  dated  January  1,  1991,  to  Service
       Agreement with Entergy Services (10(e) 9 to Form 10-K  for
       the year ended December 31, 1990 in 0-320).

(f)    11--    Amendment,  dated  January  1,  1992,  to  Service
       Agreement  with Entergy Services (10(a)-11  to  Form  10-K
       for the year ended December 31, 1994 in 1-3517).

(f)    12 through
(f)    25--   See 10(a)-12 - 10(a)-25above.

(f)    26--    Installment Sale Agreement, dated as  of  June  1,
       1974,  between Entergy Mississippi and Washington  County,
       Mississippi  (B-2(a) to Rule 24 Certificate  dated  August
       1, 1974 in 70-5504).

(f)    27--    Amended  and Restated Installment Sale  Agreement,
       dated  as  of  April 1, 1994, between Entergy  Mississippi
       and   Warren  County,  Mississippi  (B-6(a)  to  Rule   24
       Certificate dated May 4, 1994 in 70-7914).

(f)    28--    Amended  and Restated Installment Sale  Agreement,
       dated  as  of  April 1, 1994, between Entergy  Mississippi
       and  Washington County, Mississippi, (B-6(b)  to  Rule  24
       Certificate dated May 4, 1994 in 70-7914).

(f)    29--    Refunding  Agreement, dated as  of  May  1,  1999,
       between   Entergy  Mississippi  and  Independence  County,
       Arkansas  (B-6(a)  to Rule 24 Certificate  dated  June  8,
       1999 in 70-8719).

(f)    30--    Substitute Power Agreement, dated  as  of  May  1,
       1980,  among Entergy Mississippi, System Energy and  SMEPA
       (B-3(a) in 70-6337).

(f)    31--     Amendment,  dated  December  4,  1984,   to   the
       Independence  Steam  Electric Station Operating  Agreement
       (10(c)  51  to  Form 10-K for the year ended December  31,
       1984 in 0-375).

(f)    32--     Amendment,  dated  December  4,  1984,   to   the
       Independence  Steam  Electric Station Ownership  Agreement
       (10(c)  54  to  Form 10-K for the year ended December  31,
       1984 in 0-375).

(f)    33--    Owners  Agreement, dated November 28, 1984,  among
       Entergy  Arkansas, Entergy Mississippi and other co-owners
       of  the  Independence Station (10(c) 55 to Form  10-K  for
       the year ended December 31, 1984 in 0-375).

(f)    34--    Consent, Agreement and Assumption, dated  December
       4,  1984,  among  Entergy Arkansas,  Entergy  Mississippi,
       other  co-owners  of the Independence Station  and  United
       States Trust Company of New York, as Trustee (10(c) 56  to
       Form 10-K for the year ended December 31, 1984 in 0-375).

(f)    35--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

+(f)   36--    Post-Retirement Plan (10(d) 24 to  Form  10-K  for
       the year ended December 31, 1983 in 0-320).

(f)    37--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between System Energy and Entergy Arkansas, Entergy
       Louisiana,  Entergy Mississippi, and Entergy  New  Orleans
       (10(a)  39  to  Form 10-K for the year ended December  31,
       1982 in 1-3517).

(f)    38--    First Amendment to the Unit Power Sales Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       Entergy  Arkansas, Entergy Louisiana, Entergy Mississippi,
       and  Entergy New Orleans (19 to Form 10-Q for the  quarter
       ended September 30, 1984 in 1-3517).

(f)    39--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(f)    40--    Sales  Agreement,  dated  as  of  June  21,  1974,
       between  System Energy and Entergy Mississippi (D to  Rule
       24 Certificate dated June 26, 1974 in 70-5399).

(f)    41--    Service  Agreement, dated as  of  June  21,  1974,
       between  System Energy and Entergy Mississippi (E to  Rule
       24 Certificate dated June 26, 1974 in 70-5399).

(f)    42--     Partial  Termination  Agreement,  dated   as   of
       December  1,  1986,  between  System  Energy  and  Entergy
       Mississippi (A-2 to Rule 24 Certificate dated  January  8,
       1987 in 70-5399).

(f)    43--     Middle  South  Utilities,  Inc.  and   Subsidiary
       Companies  Intercompany Income Tax  Allocation  Agreement,
       dated  April 28, 1988 (D-1 to Form U5S for the year  ended
       December 31, 1987).

(f)    44--    First  Amendment  dated January  1,  1990  to  the
       Middle  South  Utilities  Inc.  and  Subsidiary  Companies
       Intercompany  Tax Allocation Agreement (D-2  to  Form  U5S
       for the year ended December 31, 1989).

(f)    45--    Second  Amendment dated January 1,  1992,  to  the
       Entergy  Corporation and Subsidiary Companies Intercompany
       Income  Tax Allocation Agreement (D-3 to Form U5S for  the
       year ended December 31, 1992).

(f)    46--    Third  Amendment dated January 1, 1994 to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

(f)    47--    Fourth  Amendment dated April 1, 1997  to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-5 to Form U5S  for  the  year
       ended December 31, 1996).

Entergy New Orleans

(g)    1  --   Agreement, dated April 23, 1982, among Entergy New
       Orleans  and  certain other System companies, relating  to
       System   Planning   and   Development   and   Intra-System
       Transactions  (10(a)-1 to Form 10-K  for  the  year  ended
       December 31, 1982 in 1-3517).

(g)    2  --    Middle  South Utilities System Agency  Agreement,
       dated December 11, 1970 (5(a)-2 in 2-41080).

(g)    3  --   Amendment dated as of February 10, 1971, to Middle
       South  Utilities System Agency Agreement,  dated  December
       11, 1970 (5(a)-4 in 2-41080).

(g)    4  --    Amendment,  dated May 12, 1988, to  Middle  South
       Utilities  System  Agency Agreement,  dated  December  11,
       1970 (5(a) 4 in 2-41080).

(g)    5  --    Middle South Utilities System Agency Coordination
       Agreement, dated December 11, 1970 (5(a)-3 in 2-41080).

(g)    6  --    Service Agreement with Entergy Services dated  as
       of April 1, 1963 (5(a)-5 in 2-42523).

(g)    7  --   Amendment, dated as of January 1, 1972, to Service
       Agreement with Entergy Services (4(a)-6 in 2-45916).

(g)    8  --    Amendment, dated as of April 27, 1984, to Service
       Agreement with Entergy Services (10(a)7 to Form  10-K  for
       the year ended December 31, 1984 in 1-3517).

(g)    9  --    Amendment, dated as of August 1, 1988, to Service
       Agreement with Entergy Services (10(f)-8 to Form 10-K  for
       the year ended December 31, 1988 in 0-5807).

(g)    10--    Amendment,  dated  January  1,  1991,  to  Service
       Agreement with Entergy Services (10(f)-9 to Form 10-K  for
       the year ended December 31, 1990 in 0-5807).

(g)    11--    Amendment,  dated  January  1,  1992,  to  Service
       Agreement  with Entergy Services (10(a)-11  to  Form  10-K
       for year ended December 31, 1994 in 1-3517).

(g)    12 through
(g)    25--   See 10(a)-12 - 10(a)-25 above.

(g)    26--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

(g)    27--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between System Energy and Entergy Arkansas, Entergy
       Louisiana,  Entergy  Mississippi and Entergy  New  Orleans
       (10(a)  39  to  Form 10-K for the year ended December  31,
       1982 in 1-3517).

(g)    28--    First Amendment to the Unit Power Sales Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       Entergy  Arkansas, Entergy Louisiana, Entergy  Mississippi
       and  Entergy New Orleans (19 to Form 10-Q for the  quarter
       ended September 30, 1984 in 1-3517).

(g)    29--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(g)    30--    Transfer  Agreement, dated as of  June  28,  1983,
       among  the  City of New Orleans, Entergy New  Orleans  and
       Regional  Transit Authority (2(a) to Form 8-K  dated  June
       24, 1983 in 1-1319).

(g)    31--     Middle  South  Utilities,  Inc.  and   Subsidiary
       Companies  Intercompany Income Tax  Allocation  Agreement,
       dated  April 28, 1988 (D-1 to Form U5S for the year  ended
       December 31, 1987).

(g)    32--    First  Amendment, dated January 1,  1990,  to  the
       Middle  South  Utilities,  Inc. and  Subsidiary  Companies
       Intercompany  Income  Tax  Allocation  Agreement  (D-2  to
       Form U5S for the year ended December 31, 1989).

(g)    33--    Second  Amendment dated January 1,  1992,  to  the
       Entergy  Corporation and Subsidiary Companies Intercompany
       Income  Tax Allocation Agreement (D-3 to Form U5S for  the
       year ended December 31, 1992).

(g)    34--    Third  Amendment dated January 1, 1994 to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

(g)    35--    Fourth  Amendment dated April 1, 1997  to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-5 to Form U5S  for  the  year
       ended December 31, 1996).

 (12) Statement Re Computation of Ratios

*(a)             Entergy  Arkansas's  Computation  of  Ratios  of
   Earnings  to  Fixed Charges and of Earnings to  Fixed  Charges
   and Preferred Dividends, as defined.

*(b)            Entergy  Gulf States' Computation  of  Ratios  of
   Earnings  to  Fixed Charges and of Earnings to  Fixed  Charges
   and Preferred Dividends, as defined.

*(c)            Entergy  Louisiana's  Computation  of  Ratios  of
   Earnings  to  Fixed Charges and of Earnings to  Fixed  Charges
   and Preferred Dividends, as defined.

*(d)            Entergy  Mississippi's Computation of  Ratios  of
   Earnings  to  Fixed Charges and of Earnings to  Fixed  Charges
   and Preferred Dividends, as defined.

*(e)            Entergy  New Orleans' Computation  of  Ratios  of
   Earnings  to  Fixed Charges and of Earnings to  Fixed  Charges
   and Preferred Dividends, as defined.

*(f)      System  Energy's Computation of Ratios of  Earnings  to
          Fixed Charges, as defined.

*(21)  Subsidiaries of the Registrants

(23)  Consents of Experts and Counsel

*(a)   The  consent of Deloitte & Touche LLP is contained  herein
       at page 256.

*(24)  Powers of Attorney


_________________

*  Filed herewith.
+  Management contracts or compensatory plans or arrangements.