______________________________________________________________________
                                   
                             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, 1996

                    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) 529-5262               
                                                       
1-10764         ENTERGY ARKANSAS, INC.                 71-0005900
                (an Arkansas corporation)              
                425 West Capitol Avenue, 40th Floor    
                Little Rock, Arkansas 72201            
                Telephone (501) 377-4000               
                                                       
1-2703          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)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                       
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)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                       
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 - 235,117,712        New York Stock Exchange, Inc.
                                   Shares outstanding at February 28, 1997          Chicago Stock Exchange
                                                                                      Incorporated
                                                                                    Pacific Stock Exchange
                                                                                      Incorporated
                                                                                    
                                                                                    
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.
                                   $8.80 Dividend Series                            New York Stock Exchange, Inc.
                                   Adjustable Rate Series B (Depository Receipts)   New York Stock Exchange, Inc.
                                                                                    
                                 Preference Stock, Cumulative, without Par Value    New York Stock Exchange, Inc.
                                   $1.75 Dividend Series                            
                                                                                    
Entergy Gulf States Capital I    8.75% Cumulative Quarterly Income Preferred        New York Stock Exchange, Inc.
                                   Securities, Series A                             
                                                                                    
Entergy Louisiana, Inc.          12.64% Preferred Stock, Cumulative, $25 Par        New York Stock Exchange, Inc.
                                   Value
                                                                                    
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, $25 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.[  ]

      The  aggregate market value of Entergy Corporation Common Stock,
$0.01 Par Value, held by non-affiliates, was $6.2 billion based on the
reported  last sale price of such stock on the New York Stock Exchange
on February 28, 1997.  Entergy Corporation is 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 9, 1997, are incorporated by reference into Part III hereof.


<PAGE>
                           TABLE OF CONTENTS
                                   
                                                                Page
                                                               Number

Definitions                                                       i
Part I
     Item   1.Business                                            1
     Item   2.Properties                                         35
     Item   3.Legal Proceedings                                  36
     Item   4.Submission of Matters to a Vote of Security Holders36
Part II
     Item   5.Market for Registrants' Common Equity and Related
               Stockholder Matters                               36
     Item   6.Selected Financial Data                            37
     Item   7.Management's Discussion and Analysis of Financial
               Condition and Results of Operations               37
     Item   8.Financial Statements and Supplementary Data        38
     Item   9.Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure              182
Part III
     Item 10.Directors and Executive Officers of the Registrants182
     Item 11.Executive Compensation                             191
     Item 12.Security Ownership of Certain Beneficial Owners
                and Management                                  198
     Item 13.Certain Relationships and Related Transactions     202
Part IV
     Item 14.Exhibits, Financial Statement Schedules, and
               Reports on Form 8-K                              203
Experts                                                         203
Signatures                                                      204
Consents of Experts                                             211
Report of Independent Accountants on Financial Statement
   Schedules                                                    214
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.

Investors  are  cautioned  that forward-looking  statements  contained
herein   with   respect   to  the  revenues,   earnings,   competitive
performance,   or  other  prospects  for  the  business   of   Entergy
Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
Entergy  Mississippi,  Entergy New Orleans, System  Energy,  or  their
affiliated  companies may be influenced by factors  that  could  cause
actual outcomes and results to be materially different than projected.
Such  factors include, but are not limited to, the effects of weather,
the  performance  of generating units, fuel prices  and  availability,
regulatory  decisions  and  the effects of  changes  in  law,  capital
spending  requirements,  the  evolution  of  competition,  changes  in
accounting standards, and other factors.
                                   

<PAGE>
                              DEFINITIONS
                                   
      Certain abbreviations or acronyms used in the text and notes are
defined below:

Abbreviation or Acronym            Term

AFUDC               Allowance for Funds Used During Construction

Algiers             15th Ward of the City of New Orleans, Louisiana

ALJ                 Administrative Law Judge

ANO                 Arkansas Nuclear One Steam Electric Generating  
                    Station (nuclear), owned by Entergy Arkansas

ANO 1               Unit No. 1 of ANO

ANO 2               Unit No. 2 of ANO

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

Cajun               Cajun Electric Power Cooperative, Inc.

Capital Funds
 Agreement          Agreement, dated as of June 21, 1974, as  amended,
                    between System Energy and Entergy Corporation, and
                    the assignments thereof

CitiPower           CitiPower Ltd.

City of New Orleans
 or City            New Orleans, Louisiana

Council             Council of the City of New Orleans, Louisiana

D.C. Circuit        United States Court of Appeals for the District of
                    Columbia Circuit

DOE                 United States Department of Energy

domestic utility
 companies          Entergy  Arkansas,  Entergy Gulf  States,  Entergy
                    Louisiana,  Entergy Mississippi, and  Entergy  New
                    Orleans, collectively

EPA                 Environmental Protection Agency

EPAct               Energy Policy Act of 1992

Entergy             Entergy  Corporation and its  various  direct  and
                    indirect subsidiaries

Entergy Arkansas    Entergy Arkansas, Inc., formerly Arkansas Power  &
                    Light Company

Entergy Corporation Entergy   Corporation,  a  Delaware   corporation,
                    successor   to  Entergy  Corporation,  a   Florida
                    corporation

Entergy Enterprises Entergy Enterprises, Inc.

Entergy Gulf States Entergy  Gulf States, Inc., formerly  Gulf  States
                    Utilities   Company   (including   wholly    owned
                    subsidiaries  - Varibus Corporation, GSG&T,  Inc.,
                    Prudential  Oil  &  Gas, Inc., and  Southern  Gulf
                    Railway Company)

Entergy Louisiana   Entergy Louisiana, Inc., formerly Louisiana  Power
                    & Light Company

Entergy Mississippi Entergy  Mississippi,  Inc., formerly  Mississippi
                    Power & Light Company

Entergy New Orleans Entergy  New  Orleans, Inc., formerly New  Orleans
                    Public Service Inc.

Entergy Operations  Entergy Operations, Inc.

Entergy Power       Entergy Power, Inc.

Entergy Services    Entergy Services, Inc.

EPMC                Entergy Power Marketing Corporation

ETHC                Entergy Technology Holding Company

EWG                 Exempt Wholesale Generator

FASB                Financial Accounting Standards Board

FERC                Federal Energy Regulatory Commission

FUCO                Foreign Utility Company

G&R                 General and Refunding

Grand Gulf          Grand   Gulf  Steam  Electric  Generating  Station
                    (nuclear), owned 90% by System Energy

Grand Gulf 1        Unit No. 1 of Grand Gulf

Grand Gulf 2        Unit No. 2 of Grand Gulf
                    
Independence        Independence Steam Electric Station (coal),  owned
                    16%   by   Entergy   Arkansas,  25%   by   Entergy
                    Mississippi, and 11% by Entergy Power

IRS                 Internal Revenue Service

kWh                 kilowatt-hour(s)

London Electricity  London Electricity plc

LPSC                Louisiana Public Service Commission

MCF                 1,000 cubic feet of gas

Merger              The   combination  transaction,   consummated   on
                    December  31, 1993, by which Entergy  Gulf  States
                    became  a  subsidiary of Entergy  Corporation  and
                    Entergy Corporation became a Delaware corporation

MPSC                Mississippi Public Service Commission

MW                  Megawatt(s)

Nelson Unit 6       Unit  No.  6  (coal) of the Nelson Steam  Electric
                    Generating  Station,  owned 70%  by  Entergy  Gulf
                    States

NISCO               Nelson Industrial Steam Company

1991 NOPSI
 Settlement         Agreement,  retroactive to October 4, 1991,  among
                    Entergy New Orleans, the Council, and the Alliance
                    for   Affordable  Energy,  Inc.  (local   consumer
                    advocate  group),  which  settled  certain   Grand
                    Gulf  1  prudence  issues and  certain  litigation
                    related  to the resolution adopted by the  Council
                    on  February  4,  1988,  disallowing  Entergy  New
                    Orleans'  recovery of $135 million  of  previously
                    deferred Grand Gulf 1-related costs

1994 NOPSI
 Settlement         Settlement  effective  January  1,  1995,  between
                    Entergy  New  Orleans  and the  Council  in  which
                    Entergy   New   Orleans  agreed  to  implement   a
                    permanent reduction in electric and gas rates  and
                    resolve   disputes  with  the   Council   in   the
                    interpretation of the 1991 NOPSI Settlement

NRC                 Nuclear Regulatory Commission

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

Rate Cap            The  level of Entergy Gulf States' retail electric
                    base rates in effect at December 31, 1993, for the
                    Louisiana  retail jurisdiction, and the  level  of
                    such  rates  in  effect prior  to  the  settlement
                    agreement with the PUCT on July 21, 1994, for  the
                    Texas  retail  jurisdiction,  which  may  not   be
                    exceeded before December 31, 1998

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 2           Unit  No.  2  of the R. E. Ritchie Steam  Electric
                    Generating Station (gas/oil)

River Bend          River   Bend  Steam  Electric  Generating  Station
                    (nuclear), owned 70% by Entergy Gulf States

RUS                 Rural   Utility   Services  (formerly  the   Rural
                    Electrification Administration or "REA")

SEC                 Securities and Exchange Commission

SFAS                Statement  of   Financial   Accounting  Standards,
                    promulgated by the Financial Accounting  Standards
                    Board

SMEPA               South Mississippi Electric Power Agency

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.

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

Waterford 3         Unit  No.  3  (nuclear)  of  the  Waterford  Steam
                    Electric   Generating  Station,  owned  90.7%   by
                    Entergy  Louisiana.  The remaining 9.3%  undivided
                    interest is leased by Entergy Louisiana.
                                   


<PAGE>
                                PART I
                                   
Item 1.  Business

                          BUSINESS OF ENTERGY
                                   
                                   
General

      Entergy Corporation is a Delaware corporation which, through  its
direct  and indirect subsidiaries, engages in the domestic and  foreign
electric  utility business, other domestic energy-related  enterprises,
and  telecommunications-based businesses.  It has no significant assets
other  than  the  stock  of its subsidiaries.  Entergy  Corporation  is
registered as a public utility holding company under PUHCA.   As  such,
Entergy  Corporation  and its various direct and indirect  subsidiaries
(with  the  exception  of  its EWG, FUCO, and  ETHC  subsidiaries)  are
subject   to   the  broad  regulatory  provisions  of   PUHCA.    PUHCA
historically has limited the operations of registered holding companies
to  a single, integrated public utility system and functionally related
activities.

Domestic Operations and Investments

     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,  1996, these utility companies provided  retail  electric
service  to  approximately 2.4 million customers  in  portions  of  the
states  of Arkansas, Louisiana, Mississippi, Tennessee, 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
these  domestic utility companies is subject to seasonal  fluctuations,
with  the peak period occurring during the third quarter of each  year.
During 1996, these domestic utility companies' combined electric  sales
as  a  percentage  of total electric sales were: residential  -  26.5%;
commercial  -  19.9%; and industrial - 41.5%.  Electric  revenues  from
these  sectors  as  a  percentage  of  total  electric  revenues  were:
residential - 35.3%; commercial - 24.4%; and industrial - 30.8%.  Sales
to  governmental  and municipal sectors and to nonaffiliated  utilities
accounted  for  the  balance  of energy sales.   The  major  industrial
customers  of these companies are in the chemical processing, petroleum
refining,  paper  products, and food products industries.   The  retail
rates  and  services of Entergy's domestic retail utility  subsidiaries
are regulated by state and/or local utility regulatory bodies.

      Entergy  Corporation owns directly all of  the  common  stock  of
Entergy Power, a Delaware corporation and domestic power producer  that
owns  725  MW  of fossil-fueled generating assets located in  Arkansas.
Entergy  Power  markets electric capacity and energy in  the  wholesale
market.   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 the Grand  Gulf  nuclear  plant.
System Energy sells 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 (see  "CAPITAL
REQUIREMENTS  AND  FUTURE  FINANCING -  Certain  System  Financial  and
Support Agreements - Unit Power Sales Agreement," below).  Both Entergy
Power's  and System Energy's wholesale power sales are subject  to  the
jurisdiction of FERC.

      Entergy  Services, Inc., a Delaware corporation  wholly-owned  by
Entergy    Corporation,    provides   general   executive,    advisory,
administrative,  accounting,  legal, engineering,  and  other  services
primarily to the domestic utility companies of Entergy Corporation, but
also   to   Entergy  Enterprises.   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  Services  and
Entergy Operations provide their services to Entergy's domestic  retail
electric  utility subsidiaries, generally at cost, pursuant to  service
agreements approved by the SEC under PUHCA.

      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 subsidiary incorporated in  Louisiana
that  implements and/or maintains certain programs to procure, deliver,
and  store  fuel  supplies for those companies  and  for  Entergy  Gulf
States.

     Entergy Gulf States has wholly-owned subsidiaries that (i) 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 for the purpose of transporting
coal  for  use  as boiler fuel at Entergy Gulf States'  Nelson  Unit  6
generating facility.

      Entergy  Enterprises is a wholly-owned nonutility  subsidiary  of
Entergy Corporation incorporated under Louisiana law, which invests  in
and   develops   energy-related  projects  and   businesses.    Entergy
Enterprises,  directly or through subsidiaries, markets  energy-related
expertise,  products,  and  services  to  third  parties  and  provides
services  to  certain nonutility companies owned by Entergy.   Services
provided   to   third-parties  include  (i)  energy  management;   (ii)
management, operations and maintenance services for fossil and  nuclear
generating  plants; and (iii) energy efficient lighting,  heating,  and
cooling systems.

      Entergy Power Marketing Corporation, a Delaware corporation, is a
wholly-owned subsidiary of Entergy Corporation that is in the  business
of marketing electricity and generating fuels to third parties.  It has
applied  to  the  SEC for authority to deal in a wide range  of  energy
commodities and related financial products.

     During 1996, Entergy entered into several telecommunications-based
businesses, including primarily security monitoring firms operating  in
North  and South Carolina, Alabama, and Florida.  These businesses  are
owned  through  Entergy  Technology  Holding  Company,  a  wholly-owned
Delaware subsidiary of Entergy Corporation.  Entergy Technology Holding
Company  intends  to  engage in a variety of  telecommunications  based
enterprises that are exempt from regulation under PUHCA.

Foreign Operations and Investments

      Since  1993,  Entergy  Corporation  has  directly  or  indirectly
acquired interests in a number of foreign utility businesses.   Entergy
Corporation's  indirect wholly-owned Australian subsidiary,  CitiPower,
was acquired in 1996.  CitiPower is principally engaged in the electric
distribution  business  in  Melbourne,  Australia,  where   it   serves
approximately  238,000  retail  customers.   Entergy  Corporation  also
indirectly  owns  a 5% interest in Edesur, S.A., which  is  the  retail
electric distribution company for about 1.9 million customers in Buenos
Aires,   Argentina.   In  addition,  on  February  7,   1997,   Entergy
Corporation acquired a controlling stock interest in London Electricity
plc,  a  regional electric company that is principally engaged  in  the
distribution  of electricity for approximately 2 million  customers  in
and  around London, England.  London Electricity also engages in  other
business  activities, including ownership of an interest in a 1,000  MW
gas-fired  combined  cycle  generating  station  and  several   private
electric distribution systems.

     Other foreign electric generation and transmission assets in which
Entergy Corporation owns an interest are set forth below:

          Investment                         Percent Ownership

     Argentina - Costanera, 1,260 MW              6%
     Argentina - Costanera, expansion, 220 MW     10%
     Pakistan - Hub River, 1,292 MW               7%
     Peru - Edegel - 793 MW                       21%
     Argentina - Transener                        10%
          (transmission 5,000 miles)

      As of December 31, 1996, Entergy Corporation had a net investment
of $812 million in equity capital in businesses other than its domestic
retail  utility  businesses.   Entergy Corporation  continues  to  seek
opportunities  to expand its domestic and foreign businesses  that  are
not   regulated   by  domestic  state  and  local  utility   regulatory
authorities.   Entergy  Corporation's  continued  acquisition  of   and
investments  in certain foreign and domestic businesses is  subject  to
regulation (including the effect of exemptive provisions) under PUHCA.

     International  operations are subject to  the  risks  inherent  in
conducting  business  abroad,  including  possible  nationalization  or
expropriation,  price  and currency exchange controls,  limitations  on
foreign  participation in local energy-related enterprises,  and  other
restrictions.  Changes in the relative value of currencies  occur  from
time  to time and their effects may be favorable or unfavorable on  the
results of operations and statement of cash flows.  In addition,  there
are  exchange control restrictions in certain countries related to  the
repatriation of earnings.


Selected Data

      Selected domestic customer and sales data for 1996 are summarized
in the following tables:
<TABLE>
<CAPTION>
                                                                          
                                                                          
                                                                            Customers as of
                                                                            December 31, 1996
                    Area Served                                           Electric       Gas
<S>                 <C>                                                   <C>           <C>            
Entergy Arkansas    Portions of Arkansas and Tennessee                      614,748           -
Entergy Gulf States Portions of Texas and Louisiana                         629,583      87,384
Entergy Louisiana   Portions of Louisiana                                   617,378           -
Entergy Mississippi Portions of Mississippi                                 375,456           -
Entergy New Orleans City of New Orleans, except Algiers, which                                 
                      is provided electric service by Entergy Louisiana     188,913     151,528
                                                                          ---------     -------
Total                                                                     2,426,078     238,912
                                                                          =========     =======
                                                           
</TABLE>
     
              1996 - Selected Electric Energy Sales Data
<TABLE>
<CAPTION>                                   

                              Entergy    Entergy     Entergy     Entergy      Entergy     System
                             Arkansas  Gulf States  Louisiana  Mississippi  New Orleans   Energy   Total(a)
                                                      (Millions of kWh)
<S>                           <C>         <C>        <C>          <C>          <C>         <C>
Electric Department:                                  
  Sales to retail customers   17,134      31,551     30,843       11,272       5,526          -     96,326 
  Sales for resale:
    - Affiliates              10,471         656        143        1,368          66      8,302          -
    - Others                   6,720       2,148        982          521         212          -     10,583
                              ----------------------------------------------------------------------------
      Total                   34,325      34,355     31,968       13,161       5,804      8,302    106,909
Steam Department:
  - Sales to steam
    products customer              -       1,826          -            -           -          -      1,826
                              ----------------------------------------------------------------------------
       TOTAL                  34,325      36,181     31,968       13,161       5,804      8,302    108,735
                              ============================================================================
Average use per residential
 customer (kWh)               11,497      14,673     14,579       13,613      11,696          -     13,455
                              ============================================================================
</TABLE>
(a)  Includes the effect of intercompany eliminations.

      Entergy New Orleans sold 18,192,798 MCF of natural gas to  retail
customers  in 1996.  Revenues from natural gas operations for  each  of
the  three  years in the period ended December 31, 1996, were  material
for  Entergy  New Orleans, but not material for Entergy (see  "INDUSTRY
SEGMENTS"  below  for  a description of Entergy New  Orleans'  business
segments).

      Entergy  Gulf States sold 7,325,289 MCF of natural gas to  retail
customers  in 1996.  Revenues from natural gas operations for  each  of
the  three  years  in  the period ended December  31,  1996,  were  not
material for Entergy Gulf States.

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

Employees

     As of December 31, 1996, Entergy had 13,363 employees as follows:
               
               Full-time:                                 
                 Entergy Corporation                     -
                 Entergy Arkansas                    1,455
                 Entergy Gulf States                 1,566
                 Entergy Louisiana                     756
                 Entergy Mississippi                   742
                 Entergy New Orleans                   328
                 System Energy                           -
                 Entergy Operations                  3,728
                 Entergy Services                    2,940
                 Other subsidiaries                  1,713
                                                    ------
                    Total Full-time                 13,228
                 Part-time                             135
                                                    ------
                    Total Entergy                   13,363
                                                    ======
               
               
Competition

      Refer  to  "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND  ANALYSIS  -
SIGNIFICANT  FACTORS  AND KNOWN TRENDS" for a  detailed  discussion  of
competitive challenges Entergy faces in the utility industry, including
the  recent  filings  of  the  domestic utility  companies  with  their
respective state and local regulatory authorities addressing transition
to competition.


               CAPITAL REQUIREMENTS AND FUTURE FINANCING

      Construction expenditures for the domestic utility companies  and
System   Energy  (including  environmental  expenditures,   which   are
immaterial,  and  AFUDC, but excluding nuclear  fuel)  for  the  period
1997-1999 are estimated as follows:

                                  1997    1998    1999    Total
                                          (In Millions)
                                                             
       Entergy Arkansas           $159    $186    $196     $541
       Entergy Gulf States         140     147     150      437
       Entergy Louisiana           102      99      99      300
       Entergy Mississippi          63      66      68      197
       Entergy New Orleans          27      28      29       84
       System Energy                19      21      23       63


       With   the   exception  of  Entergy  Arkansas,  no   significant
construction costs are expected in connection with the domestic utility
companies'  generating facilities.  Projected construction expenditures
for the replacement of ANO 2's steam generators are included in Entergy
Arkansas'   estimated  figures  above.   See  Note  9  for   additional
information.   Actual construction costs may vary from these  estimates
because  of  a  number  of factors, including changes  in  load  growth
estimates,  changes  in  environmental  regulations,  modifications  to
nuclear  units  to  meet regulatory requirements, increasing  costs  of
labor,  equipment and materials, and cost of capital.  In  addition  to
construction expenditure requirements, Entergy must meet scheduled long-
term  debt  and  preferred  stock  maturities  and  cash  sinking  fund
requirements.    See  Notes  4,  5,  6,  and  7  for  further   capital
requirements and financing information.

      Entergy Corporation's primary capital requirements are to  invest
periodically  in, or make loans to, its subsidiaries and to  invest  in
new enterprises.  See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -
LIQUIDITY AND CAPITAL RESOURCES," for additional discussion of  Entergy
Corporation's   current   and  future  planned   investments   in   its
subsidiaries and financial sources for such investments.  The principal
source of funds for Entergy Corporation is dividend distributions  from
its  subsidiaries.   Certain events, such  as  the  River  Bend  issues
discussed  in  Notes  2  and  9,  could  limit  the  amount  of   these
distributions.   Substantial  write-offs  or  charges  resulting   from
adverse  rulings  in  this matter could adversely affect  Entergy  Gulf
States' ability to pay dividends.

Certain System 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 and energy from
System  Energy's 90% ownership and leasehold interests in Grand Gulf  1
(and  the  related costs) to Entergy Arkansas (36%), Entergy  Louisiana
(14%),  Entergy  Mississippi  (33%), and  Entergy  New  Orleans  (17%).
Entergy  Arkansas, Entergy Louisiana, Entergy Mississippi, and  Entergy
New  Orleans  make  payments  to System  Energy  for  their  respective
entitlements  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 payments  from
Entergy  Arkansas, Entergy Louisiana, Entergy Mississippi, and  Entergy
New  Orleans.   Payments made by Entergy Arkansas,  Entergy  Louisiana,
Entergy Mississippi, and Entergy New Orleans under the Unit Power Sales
Agreement  are  generally recovered through  rates.   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.  See Note 2 for further information regarding  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.   It  also
provided  that System Energy 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 available 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.

     Under the Availability Agreement, as amended to date:

       -       the  obligations of Entergy Arkansas, Entergy Louisiana,
       Entergy  Mississippi, and Entergy New Orleans for  payments  for
       Grand  Gulf  1  became  effective upon commercial  operation  of
       Grand Gulf 1 on July 1, 1985;

       -       the sale of capacity and energy generated by Grand  Gulf
       is governed by the Unit Power Sales Agreement;

       -        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  rather  than in the  month  the  write-off  was
       recognized on System Energy's books; and

       -        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%.

      As  noted  above,  the  Unit Power Sales Agreement  provides  for
different allocation percentages for sales of capacity and energy  from
Grand   Gulf  1.   However,  the  allocation  percentages   under   the
Availability Agreement 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  by  Entergy
Arkansas,  Entergy  Louisiana,  Entergy Mississippi,  and  Entergy  New
Orleans to System Energy 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 under "Sale
and  Leaseback  Transactions - Grand Gulf 1 Lease  Obligations  (System
Energy)."   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  (if,  for  example,  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 shall make payments  directly  to
System  Energy.   However,  if there is an event  of  default,  Entergy
Arkansas,  Entergy  Louisiana,  Entergy Mississippi,  and  Entergy  New
Orleans   must  make  those  payments  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.  Other  aspects  of  the
Availability Agreement, including the obligations of Entergy  Arkansas,
Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans to make
subordinated advances, are subject to the jurisdiction of the SEC under
PUHCA, whose approval has been obtained.  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.

      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.   Accordingly,  no
payments under the Availability Agreement by Entergy Arkansas,  Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans have ever  been
required.   In  the event such payments were required, the  ability  of
Entergy  Arkansas, Entergy Louisiana, Entergy Mississippi, and  Entergy
New  Orleans  to  recover from their customers amounts paid  under  the
Availability Agreement, or under the assignments thereof, would  depend
upon  the outcome of rate proceedings before state and local regulatory
authorities.   In  view  of  the  controversies  that  arose  over  the
allocation  of  capacity and energy from Grand Gulf 1 pursuant  to  the
Unit Power Sales Agreement, opposition to full recovery would be likely
and  the  outcome  of  such  proceedings, should  they  occur,  is  not
predictable.

     The Availability 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  Availability
Agreement.

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  under  any
circumstances.

      Entergy Corporation has entered into various supplements  to  the
Capital  Funds  Agreement, and 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  under   "Sale   and   Leaseback
Transactions  - Grand Gulf 1 Lease Obligations (System Energy)."   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 AND REGULATION

Rate Matters

      The  domestic  utility companies' retail rates are  regulated  by
state  and/or local regulatory authorities, as described  below.   FERC
regulates  their 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 System 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.

      On  December 12, 1995, System Energy implemented a $65.5  million
rate increase, subject to refund.  Refer to Note 2 for a discussion  of
the rate increase request filed by System Energy with FERC.

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

     The domestic utility companies engage 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.

     In connection with the Merger, FERC approved certain rate schedule
changes  to  integrate Entergy Gulf States into the  System  Agreement.
Certain commitments were also adopted to assure that the ratepayers  of
Entergy  Arkansas, Entergy Louisiana, Entergy Mississippi, and  Entergy
New  Orleans  will  not  be allocated higher costs.   Such  commitments
included:   (i)  a tracking mechanism to protect these  companies  from
certain  unexpected  increases in fuel costs;  (ii)  the  exclusion  of
Entergy  Gulf States from the distribution of profits from power  sales
contracts  entered  into prior to the Merger; (iii)  a  methodology  to
estimate  the cost of capital in future FERC proceedings;  and  (iv)  a
stipulation  that  these  companies be insulated  from  certain  direct
effects on capacity equalization payments if Entergy Gulf States should
acquire  Cajun's  30%  share in River Bend.  See  "Regulation  -  Other
Regulation  and Litigation," for information on appeals of FERC  Merger
orders and related pending rate schedule changes.

      In  the December 15, 1993, order approving the Merger, FERC  also
initiated  a  new  proceeding to consider whether the System  Agreement
permits  certain  out-of-service generating units  to  be  included  in
reserve equalization calculations under Service Schedule MSS-1 of  that
agreement.  In connection with this proceeding, the LPSC and  the  MPSC
submitted  testimony seeking retroactive refunds for Entergy  Louisiana
and  Entergy Mississippi (estimated at $22.6 million and $13.2 million,
respectively).    The  FERC  staff  subsequently  submitted   testimony
concluding  that Entergy's treatment was reasonable.  However,  because
it  concluded that Entergy's treatment violated the tariff, FERC  staff
maintained  that  refunds  of  approximately  $7.2  million  should  be
ordered.  Entergy submitted testimony on September 23, 1994, describing
the potential impacts (not including interest) on Service Schedule MSS-
1  calculations if extended reserve shutdown units were not included in
the MSS-1 calculations during the period 1987 through 1993.  Under such
a  theory,  Entergy Louisiana and Entergy Mississippi would  have  been
overbilled by $10.6 and $8.8 million respectively, and Entergy Arkansas
and  Entergy New Orleans would have been underbilled by $6.3 and  $13.1
million  respectively.  The amounts potentially subject to refund  will
continue to accrue while the case is pending.

      On  March 3, 1995, a FERC ALJ issued an opinion holding that  the
practice   of  including  the  out-of-service  units  in  the   reserve
equalization calculations during the period 1987 through 1993  was  not
permitted  by  Service  Schedule MSS-1 and,  therefore,  constituted  a
violation  of  the System Agreement.  However, the ALJ found  that  the
violation was in good faith and had benefited the customers of  Entergy
as  a  whole.   Accordingly, the ALJ recommended  that  no  retroactive
refunds should be ordered.  The ALJ also held that the System Agreement
should  be  amended  to allow out-of-service units to  be  included  in
reserve  equalization as proposed in an offer of  settlement  filed  by
Entergy  on February 16, 1994.  The ALJ's opinion is subject to  review
by  FERC.   If FERC concurs with the finding that the System  Agreement
was  violated,  it would have the discretion to order that  refunds  be
made.  If that were to occur, certain domestic utility companies may be
required  to  refund  some  or all of the amount  by  which  they  were
underbilled  pursuant  to the System Agreement.  The  domestic  utility
companies  cannot  determine  at  this  time  whether  they  would   be
authorized to recover through retail rates any amounts associated  with
refunds  that might be ordered by FERC in this proceeding.  The  matter
remains pending before FERC.

      On  March 14, 1995, the LPSC filed a complaint with FERC alleging
that the System Agreement results in unjust and unreasonable rates  and
requested that FERC order a hearing on this matter.  The LPSC contended
that  the  failure of the System Agreement to exclude curtailable  load
from  the  determination of a domestic utility company's responsibility
for reserve equalization and transmission equalization costs results in
an  unjust  and  unreasonable cost allocation to the  domestic  utility
companies  that  does not cause these costs to be  incurred,  and  also
results  in  cross-subsidization among the domestic utility  companies.
Further,  the  LPSC  alleged that the mechanism by which  the  domestic
utility companies purchase energy under the System Agreement results in
unjust  and  unreasonable  rates because it does  not  permit  domestic
utility  companies that engage in real time pricing to be  charged  the
marginal  cost  of  the  energy generated for  the  real  time  pricing
customer.   In  May  1995,  the LPSC amended  its  original  complaint,
asserting  that  the  System Agreement should  be  revised  to  exclude
curtailable  load  from  the  cost  allocation  determination  due   to
conflicts  with federal policies under PURPA and with Entergy's  system
planning  philosophy.   On August 5, 1996, FERC  dismissed  the  LPSC's
complaint  and amended complaint.  On September 30, 1996, FERC  granted
the  LPSC's request for rehearing, solely for the purpose of  affording
FERC  additional  time  for  consideration of  the  matters  raised  on
rehearing.

      In June 1995, the APSC filed a complaint with FERC alleging that,
because   of  changed  circumstances,  FERC's  allocation  of   nuclear
decommissioning  costs  is  no longer just and  reasonable.   The  APSC
proposed that the System Agreement be amended to provide a new schedule
that  would  equalize nuclear decommissioning costs according  to  load
responsibility  among  the pre-Merger domestic utility  companies.   On
December  17, 1996, the APSC notified FERC that it was withdrawing  its
complaint.  The withdrawal became effective when FERC issued  an  order
accepting the withdrawal on January 29, 1997.

Open   Access  Transmission  (Entergy  Corporation,  Entergy  Arkansas,
Entergy  Gulf  States,  Entergy  Louisiana,  Entergy  Mississippi,  and
Entergy New Orleans)

      On  August  2,  1991,  Entergy Services,  as  agent  for  Entergy
Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New  Orleans,
and Entergy Power, submitted to FERC (i) proposed tariffs that, subject
to  certain  conditions,  would provide  to  electric  utilities  "open
access"  to  Entergy's integrated transmission system,  and  (ii)  rate
schedules providing for sales of wholesale power at market-based rates.
FERC  approved  the  filing in August 1992, and various  parties  filed
appeals  with the D.C. Circuit.  The case was remanded to FERC in  July
1994  for  further proceedings.  On October 31, 1994, Entergy Services,
as  agent for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
Entergy   Mississippi,   and  Entergy  New   Orleans,   filed   revised
transmission  tariffs.   On  January 6,  1995,  FERC  issued  an  order
accepting  the tariffs for filing and made them effective,  subject  to
refund.    These  tariffs  provide  both  point-to-point  and   network
transmission  service,  and are intended to provide  "comparability  of
service"  over the Entergy transmission network.  In that  order,  FERC
also   ordered  that  Entergy  Power's  market  pricing  authority   be
investigated,  thereby  making  Entergy  Power's  market   price   rate
schedules  subject  to  refund.  An order  in  the  market  price  rate
investigation is expected to be issued in 1997.  Entergy  expects  that
no refunds relating to market base rates will be required.

      On  March 29, 1995, FERC issued a supplemental notice of proposed
rulemaking (Mega-NOPR) which would require public utilities to  provide
non-discriminatory  open  access  transmission  service  to   wholesale
customers,  and  which would also provide guidance on the  recovery  of
wholesale  and  retail  stranded costs.   Under  the  proposal,  public
utilities would be required to file transmission tariffs for both point-
to-point and network service.  Model transmission tariffs were included
in  the  proposal.   With  regard  to  pending  proceedings,  including
Entergy's tariff proceeding, FERC directed the parties to proceed  with
their  cases  while taking into account FERC's views expressed  in  the
proposed  rule.   Hearings relating to Entergy  Services'  open  access
tariffs  concluded  on February 22, 1996, and an initial  decision  was
issued by the ALJ on May 21, 1996.  The initial decision and offers  of
partial settlement discussed below are now pending before FERC awaiting
a final decision.

      In September 1995 and January 1996, Entergy Services filed offers
of  partial settlement accepting certain provisions of the transmission
tariffs  contained in the Mega-NOPR and resolving certain rate  issues.
The remaining rate and tariff issues will be resolved as part of FERC's
rulemaking  in the Mega-NOPR, or after scheduled hearings.   In  August
1995,  EPMC  filed  an application for permission to make  market-based
sales,  but subsequently asked that action not be taken on that request
until  the open access transmission service proceeding discussed  above
is  resolved.   On  December 13, 1995, Entergy Services  filed  revised
transmission  tariffs  in  a separate proceeding  proposing  terms  and
conditions  for open access transmission service that are substantially
identical  to  the  terms  and conditions contained  in  the  Mega-NOPR
transmission  tariffs with rates to be the same as those determined  in
the pending proceeding.  On February 14, 1996, FERC accepted for filing
the  revised transmission tariffs subject to the outcome of the pending
proceeding  and conditionally accepted EPMC's application  for  market-
based  sales.   Subsequently, FERC accepted EPMC's application  without
condition.

     In an April 1996 FERC order (Order No. 888), FERC issued its final
rule  on  open  access,  nondiscriminatory transmission,  and  stranded
costs.   In July 1996, in response to this FERC order, Entergy Services
filed, on behalf of the domestic utility companies, its open access pro
forma  tariff.   This  tariff, which supersedes the tariffs  previously
filed,  is currently pending before FERC with respect to the rates  for
transmission service.  The rates set forth in the July 1996 tariff  are
subject  to  the  outcome of FERC action on the May  21,  1996  initial
decision  and the offers of partial settlement.  On January  29,  1997,
FERC  accepted  the  non-rate terms and conditions  of  the  July  1996
tariff, subject to limited modifications.

Retail Rate Matters

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.  The deferral period in which costs are incurred but not
currently recovered has expired for all of these programs, and  Entergy
Arkansas,  Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,  
and  Entergy  New Orleans  are now  recovering  those  costs  that were 
previously  deferred.

      Entergy  Gulf  States  is  involved in several  rate  proceedings
involving, among other things, recovery of costs associated with  River
Bend.  Some rate relief has been received, but Entergy Gulf States  has
been unable to obtain recognition in rates for a substantial portion of
its  River  Bend investment.  Recovery of certain costs was  disallowed
while  other costs were deferred for future recovery, held in  abeyance
pending  further  regulatory  action,  or  treated  as  investments  in
deregulated  assets.  Rate proceedings and appeals  relating  to  these
issues are ongoing as discussed in "Entergy Gulf States" below.

      As  a  means  of  minimizing the need for retail rate  increases,
Entergy  is  committed  to  containing costs  to  the  greatest  degree
practicable.  In accordance with this retail rate policy, some domestic
utility  companies have agreed to retail rate caps and/or rate  freezes
for specified periods of time.

     The retail regulatory philosophy is shifting in some jurisdictions
from   traditional   cost-of-service   regulation   to   incentive-rate
regulation.   Management believes incentive and performance-based  rate
plans   encourage   efficiencies  and  productivity  while   permitting
utilities  and  their  customers to share in  the  resulting  benefits.
Entergy  Mississippi  and Entergy Louisiana have implemented  incentive
rate  plans.   Recognizing that many industrial customers  have  energy
alternatives, Entergy continues to work with these customers to address
their needs.  In certain cases, competitive prices are negotiated using
variable-rate designs.

      Entergy  has  initiated  proceedings with  its  state  and  local
regulators regarding an orderly transition to a more competitive market
for electricity.  See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -
SIGNIFICANT  FACTORS  AND  KNOWN  TRENDS,"  for  a  discussion  of  the
transition to competition filings made by Entergy Mississippi,  Entergy
Gulf  States, Entergy Louisiana, and Entergy Arkansas with their  state
and local regulators.

Least Cost Integrated Resource Planning (Entergy Arkansas, Entergy Gulf
States,  Entergy  Louisiana,  Entergy  Mississippi,  and  Entergy   New
Orleans)

      Entergy  continues to utilize integrated resource planning,  also
known  as least cost planning, in order to compete more effectively  in
both retail and wholesale markets. Integrated resource planning is  the
development  of  integrated supply and demand side strategies  to  meet
future  electricity demands reliably, at the lowest possible cost,  and
in a more competitive manner.

      In  the  fourth  quarter of 1995, the domestic utility  companies
provided  to their retail regulators (the APSC, the Council, the  LPSC,
the  MPSC,  and the PUCT) a new integrated resource plan, ("IRP"),  for
informational  purposes  only.  The new IRP  provides  for  a  flexible
resource  strategy  to meet Entergy's additional resource  requirements
over the next ten years.  The integrated resource planning provides for
the  utilization of capacity currently in extended reserve shutdown  to
meet  additional load growth, but also provides the flexibility to rely
on  short-term power purchases, upgrades to existing nuclear  capacity,
or cogeneration when these resources are more economical.

Entergy Arkansas

Rate Freeze

     In connection with the settlement of various issues related to the
Merger,  Entergy Arkansas agreed that it will not request  any  general
retail  rate increase that would take effect before November  3,  1998,
except for certain instances.  See Note 2 for a discussion of the  rate
freeze  as  well  as other aspects of the settlement agreement  between
Entergy Arkansas and the APSC.

Recovery of Grand Gulf 1 Costs

      Under the settlement agreement entered into with the APSC in 1985
and amended in 1988, Entergy Arkansas agreed to retain a portion of its
Grand  Gulf l-related costs, recover a portion of such costs currently,
and  defer  a portion of such costs for future recovery.  In  1996  and
subsequent  years, Entergy Arkansas retains 22% of its 36% interest  in
Grand Gulf 1 costs and recovers the remaining 78%.  Deferrals ceased in
l990,  and  Entergy Arkansas is recovering a portion of the  previously
deferred  costs each year through l998.  As of December 31,  l996,  the
balance  of  deferred  costs  was $228 million.   Entergy  Arkansas  is
permitted  to  recover  on  a current basis the  incremental  costs  of
financing the unrecovered deferrals.

      Entergy  Arkansas has the right to sell capacity and energy  from
its  retained share of Grand Gulf 1 to third parties and to  sell  such
energy  to  its retail customers at a price equal to Entergy  Arkansas'
avoided  energy  cost.  Proceeds of sales to third parties  of  Entergy
Arkansas' retained share of Grand Gulf l capacity and energy accrue  to
the benefit of Entergy Arkansas' stockholder.

Fuel Adjustment Clause

      Entergy Arkansas' retail rate schedules include a fuel adjustment
clause  to recover the excess cost of fuel and purchased power incurred
in the second prior month.  The fuel adjustment clause also contains  a
nuclear   reserve  fund  provision  designed  to  cover  the  cost   of
replacement  energy during refueling outages at ANO, and  an  incentive
provision that rewards or penalizes Entergy Arkansas depending  on  the
performance of ANO.

Entergy Gulf States

Rate Cap and Other Merger-Related Rate Agreements

      In  1993,  the  LPSC  and the PUCT approved  separate  regulatory
proposals, which included the implementation of a five-year Rate Cap on
Entergy  Gulf  States'  retail electric base rates  in  the  respective
states, and provisions for passing fuel and nonfuel savings created  by
the  Merger to the customers.  See Note 2 for a discussion of the  Rate
Cap  as  well  as  other  aspects of the settlement  agreement  between
Entergy Gulf States and the LPSC and the PUCT.

Recovery of River Bend Costs

      Entergy Gulf States deferred approximately $369 million of  River
Bend  operating  and purchased power costs, depreciation,  and  accrued
carrying   charges,   pursuant  to  a  1986  PUCT   accounting   order.
Approximately $182 million of these costs are being amortized over a 20-
year  period,  and the remaining $187 million was written  off  in  the
first  quarter of 1996 in accordance with SFAS 121, as discussed below.
As of December 31, 1996, the unamortized balance of the remaining costs
was  $117  million.  Entergy Gulf States deferred approximately  $400.4
million  of similar costs pursuant to a 1986 LPSC accounting order,  of
which  approximately $40 million was unamortized  as  of  December  31,
1996,  and are being amortized over a 10-year period ending in February
1998.

      In  accordance with a phase-in plan approved by the LPSC, Entergy
Gulf  States deferred $294 million of its River Bend costs  related  to
the  period  February 1988 through February 1991.  Entergy Gulf  States
has amortized $225 million through December 31, 1996.  The remainder of
$69 million will be recovered in 1997 and early 1998.

Texas Jurisdiction - River Bend

     In 1988, the PUCT granted Entergy Gulf States a permanent increase
in  annual  revenues of $59.9 million resulting from the  inclusion  in
rate  base  of  approximately $1.6 billion of company-wide  River  Bend
plant investment and approximately $182 million of related Texas retail
jurisdiction  deferred River Bend costs (Allowed  Deferrals).   At  the
same  time, the PUCT disallowed as imprudent $63.5 million of  company-
wide River Bend plant costs and placed in abeyance, with no finding  as
to  prudence,  approximately $1.4 billion of  company-wide  River  Bend
plant  investment  and  approximately  $157  million  of  Texas  retail
jurisdiction  deferred River Bend operating and carrying costs  (Abeyed
Deferrals).

      The  PUCT's  order  has  been the subject  of  several  appellate
proceedings,  culminating  in an appeal  to  the  Texas  Supreme  Court
(Supreme  Court).   On January 31, 1997, the Supreme  Court  issued  an
opinion  reversing the PUCT's order and remanding the case to the  PUCT
for  further  proceedings.  The Supreme Court found that the  PUCT  had
prejudiced Gulf States' rights by attempting to defer a ruling  on  the
abeyed  plant  costs and incorrectly determined the amount  of  federal
income tax expense that should have been allowed in rates.  The Supreme
Court  ruled that the PUCT could choose either to conduct hearings  and
take  further evidence or to decide the case on the original  evidence.
On  February 18, 1997, the Texas Office of Public Utility Counsel filed
a  motion  for rehearing of the Supreme Court's decision, arguing  that
the  Supreme Court's remand should have instructed the PUCT as  to  how
the  case should be dealt with on remand.  Entergy Gulf States filed  a
brief  in opposition to the motion for rehearing on February 25,  1997.
Entergy Gulf States believes that it is unlikely that the Supreme Court
will  grant the motion for rehearing.  No procedural schedule  has  yet
been issued by the PUCT concerning the case on remand.

     As of December 31, 1996, the River Bend plant costs disallowed for
retail ratemaking purposes in Texas and the River Bend plant costs held
in  abeyance totaled (net of taxes and depreciation) approximately  $12
million  and  $266 million, respectively.  The Allowed  Deferrals  were
approximately  $77  million,  net of  taxes  and  amortization,  as  of
December  31,  1996.  Entergy Gulf States estimates  it  has  collected
approximately $204 million of revenues as of December 31,  1996,  as  a
result  of the originally ordered rate treatment by the PUCT  of  these
deferred  costs.  If recovery of the Allowed Deferrals is  not  upheld,
future  refunds  could be required and future revenues based  upon  the
Allowed  Deferrals  could also be lost.  However,  management  believes
that  it  is  probable that the Allowed Deferrals will continue  to  be
recovered in rates.

      As  a  result of the application of SFAS 121, Entergy Gulf States
wrote  off  Abeyed  Deferrals of $169 million, net  of  tax,  effective
January  1,  1996.  In light of the continuing proceedings  before  the
PUCT  and  the courts (including the January 31, 1997 decision  of  the
Texas  Supreme  Court), Entergy Gulf States has made no  write-offs  or
reserves  for  the  River  Bend plant-related  costs.   At  this  time,
management  and legal counsel are unable to predict the amount  of  the
abeyed  and  previously  disallowed River Bend  plant  costs  that  may
ultimately be allowed in Entergy Gulf States' Texas retail rates.

      In prior proceedings involving other utilities, the PUCT has held
that  the original cost of nuclear power plants will be recoverable  in
electric  rates  to  the  extent those costs were  prudently  incurred.
Entergy  Gulf  States  has  previously  filed  with  the  PUCT  a  cost
reconciliation   study  prepared  by  Sandlin  Associates,   management
consultants  with  expertise  in the cost  analysis  of  nuclear  power
plants, which supports the reasonableness of the River Bend costs  held
in  abeyance  by  the PUCT.  This reconciliation study determined  that
approximately  82%  of the River Bend cost increase  above  the  amount
included  by the PUCT in rate base was a result of changes  in  federal
nuclear  safety  requirements,  and  provided  other  support  for  the
remainder  of the abeyed amounts.  In particular, there have been  four
other  rate  proceedings  in  Texas  involving  nuclear  power  plants.
Disallowed investment in the plants ranged from 0% to 15%.   Each  case
was  unique,  and  the disallowances in each were  made  for  different
reasons.  Appeals of two of these PUCT decisions are currently pending.
Based  upon the PUCT's prior decisions, management believes that  River
Bend  construction  costs  were  prudently  incurred  and  that  it  is
reasonably  possible that it will recover through rates,  or  otherwise
through  means  such as a deregulated asset plan, all or  substantially
all  of  the abeyed River Bend plant costs.  In the event of an adverse
ruling  in this case, an after-tax write off, as of December 31,  1996,
of up to $278 million could be required.

NISCO Unrecovered Costs

      In  1986,  the PUCT ordered that the purchased power  costs  from
NISCO  in  excess of Entergy Gulf States' avoided costs be  disallowed.
The  PUCT  disallowance  resulted  in  approximately  $12  million   to
$15  million  of unrecovered purchased power costs on an annual  basis,
which  Entergy  Gulf  States continued to expense  as  the  costs  were
incurred.   In  April 1991, the Texas Supreme Court, on the  appeal  of
such  order, ordered the PUCT to allow Entergy Gulf States  to  recover
purchased  power  payments  in excess of its  avoided  cost  in  future
proceedings   if  Entergy  Gulf  States  established  to   the   PUCT's
satisfaction that the payments were reasonable and necessary expenses.

     In January 1992, Entergy Gulf States applied to the PUCT for a new
fixed  fuel  factor and requested a final reconciliation  of  fuel  and
purchased  power costs incurred between December 1, 1986 and  September
30, 1991.  Entergy Gulf States proposed to recover net under-recoveries
and  interest  (including under-recoveries related  to  NISCO)  over  a
twelve-month  period.   In  June 1993,  the  PUCT  concluded  that  the
purchased  power  payments  made to NISCO in  excess  of  Entergy  Gulf
States'  avoided cost were not reasonably incurred.  In  October  1993,
Entergy  Gulf  States appealed the PUCT's order to  the  Travis  County
District  Court where the matter is still pending.  As of December  31,
1996,  Entergy  Gulf States has expensed $140.8 million of  unrecovered
purchased  power costs and deferred revenue pending the appeal  to  the
District Court.  No assurance can be given as to the timing or  outcome
of the appeal.

Retail Rate Proceedings

      Refer  to  Note  2  for  a discussion of additional  retail  rate
proceedings which have been resolved during the current year and/or are
currently outstanding in the regulatory jurisdictions in which  Entergy
Gulf States operates.

Fuel Recovery

      Entergy  Gulf States' Texas rate schedules include a  fixed  fuel
factor to recover fuel and purchased power costs not recovered in  base
rates.   The fixed factor may be revised every six months in accordance
with a schedule set by the PUCT for each utility.  To the extent actual
costs vary from the fixed factor, refunds or surcharges are required or
permitted, respectively.  Fuel costs are also subject to reconciliation
proceedings every three years.  Entergy Gulf States' Louisiana electric
rate schedules include a fuel adjustment clause to recover the cost  of
fuel and purchased power costs in the second prior month, adjusted by a
surcharge   for  deferred  fuel  expense  arising  from   the   monthly
reconciliation  of actual fuel cost incurred with fuel revenues  billed
to  customers.   See  Note 2 for a discussion of  the  LPSC  fuel  cost
reviews.

      Entergy Gulf States' Louisiana gas rates include a purchased  gas
adjustment to recover the cost of purchased gas.

Steam Customer Contract

      In  August 1996, Entergy Gulf States entered into agreements with
its only steam customer whereby a generating facility will be leased to
such  customer  beginning in August 1997, the expiration  date  of  the
previous  contract.   As a result of these arrangements,  Entergy  Gulf
States'  annualized revenues are expected to decrease by  approximately
$33  million,  and  its  net  income  is  expected  to  be  reduced  by
approximately  $15  million  annually.   See  "MANAGEMENT'S   FINANCIAL
DISCUSSION AND ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS," for  a
further discussion.

Entergy Louisiana

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 Waterford 3 and Entergy  Louisiana's
share  of  capacity  and energy from Grand Gulf l, subject  to  certain
terms  and  conditions.  With respect to Waterford 3, Entergy Louisiana
was granted an increase aggregating $170.9 million over the period 1985-
1988,  and  Entergy  Louisiana agreed to permanently  absorb,  and  not
recover from retail ratepayers, $284 million of its investment  in  the
unit  and to defer $266 million of its costs related to the years 1985-
1988 to be recovered from April 1988 through June 1997.  As of December
31,  1996,  Entergy Louisiana's unrecovered deferral balance  was  $5.7
million.

      With respect to Grand Gulf 1, Entergy Louisiana agreed to retain,
and  not  recover  from retail ratepayers, 18% of  its  14%  share,  or
approximately  2.52%,  of  the costs of Grand  Gulf  1's  capacity  and
energy.  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

      In  June  1995,  in conjunction with the LPSC's  rate  review,  a
performance-based  formula  rate plan previously  proposed  by  Entergy
Louisiana  was approved with certain modifications. See Note  2  for  a
discussion of Entergy Louisiana's performance-based formula rate plan.

Fuel Adjustment Clause

      Entergy  Louisiana's  rate schedules include  a  fuel  adjustment
clause  to  recover the cost of fuel and purchased power in the  second
prior  month.   The  fuel  adjustment also  includes  a  surcharge  for
deferred fuel expense arising from the monthly reconciliation of actual
fuel cost incurred with fuel revenues billed to customers.

Entergy Mississippi

Retail Rate Proceedings

      Refer  to  Note 2 for a discussion of the retail rate proceedings
which  have been resolved during the current year and/or are  currently
outstanding   in   the  regulatory  jurisdictions  in   which   Entergy
Mississippi operates.

Rate Freeze

     In connection with the settlement of various issues related to the
Merger, Entergy Mississippi agreed that it will not request any general
retail rate increase to take effect before November 3, 1998, except for
certain  instances.  See Note 2 for a discussion of the rate freeze  as
well  as  other  aspects  of the settlement agreement  between  Entergy
Mississippi and the MPSC.

Recovery of Grand Gulf 1 Costs

      The MPSC granted Entergy Mississippi an annual base rate increase
of  approximately $326.5 million in connection with its allocated share
of  Grand Gulf 1 costs.  The MPSC also provided for the deferral  of  a
portion  of such costs that were incurred each year through  1992,  and
recovery of these deferrals over a period of six years ending in  1998.
As   of   December  31,  1996,  the  uncollected  balance  of   Entergy
Mississippi's  deferred costs was approximately $247 million.   Entergy
Mississippi  is  permitted  to  recover the  carrying  charges  on  all
deferred amounts on a current basis.

Formula Rate Plan

       Under  a  formulary  incentive-rate  plan  (Formula  Rate  Plan)
effective  March 25, 1994, Entergy Mississippi's earned rate of  return
is  calculated  automatically  every 12  months  and  compared  to  and
adjusted  against  a  benchmark  rate of  return  (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.   Refer  to Note 2 for a discussion of the formula  rate  plan
filing  for the 1995 test year.  The formula rate plan filing  for  the
1996 test year will be filed in March 1997.

Fuel Adjustment Clause

      Entergy  Mississippi's rate schedules include a  fuel  adjustment
clause  that recovers changes in the cost of fuel and purchased  power.
The  monthly fuel adjustment rate is based on projected sales and costs
for  the  month, adjusted for differences between actual and  estimated
costs and kWh sales for the second prior month.

Entergy New Orleans

Earnings Analysis Filings

      Refer to Note 2 for a discussion of the earnings analysis filings
which  have been resolved during the current year and/or are  currently
outstanding in the regulatory jurisdiction in which Entergy New Orleans
operates.

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.  As of December  31,  1996,
the uncollected balance of Entergy New Orleans' deferred costs was $136
million.  The 1994 NOPSI Settlement did not affect the scheduled  Grand
Gulf 1 phase-in rate increases.

Fuel Adjustment Clause

      Entergy  New  Orleans'  electric rate schedules  include  a  fuel
adjustment  clause  to recover the cost of fuel  in  the  second  prior
month,  adjusted by a surcharge for deferred fuel expense arising  from
the  monthly  reconciliation of actual fuel  incurred  with  fuel  cost
revenues billed to customers.  The adjustment, on a monthly basis, also
includes  the  difference between nonfuel Grand Gulf 1  costs  paid  by
Entergy  New Orleans and the estimate of such costs provided in Entergy
New  Orleans' Grand Gulf 1 rate settlements.  Entergy New Orleans'  gas
rate schedules include an adjustment to reflect gas costs in excess  of
those collected in base rates, adjusted by a surcharge similar to  that
included in the electric fuel adjustment clause.

Regulation

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

PUHCA

      As  a  public  utility  holding company registered  under  PUHCA,
Entergy  Corporation  and its various direct and indirect  subsidiaries
(with  the  exception  of  its EWG, FUCO, and  ETHC  subsidiaries)  are
subject  to  the  broad regulatory provisions of  PUHCA.   Except  with
respect  to  investments  in certain domestic power  projects,  foreign
utility company projects, and telecommunication projects, PUHCA  limits
the  operations  of a registered holding company system  to  a  single,
integrated   public  utility  system,  plus  additional   systems   and
businesses.

      Entergy  Corporation and other electric utility holding companies
have  supported legislation in the United States Congress  which  would
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  already
performed  by FERC and state and local regulators.  In June  1995,  the
SEC  adopted  a report proposing options for the repeal or  significant
modification of PUHCA and proposed rule changes that would  reduce  the
regulations  governing  utility holding  companies.   One  rule  change
adopted  as  a  result of such proposals eliminated the requirement  to
receive prior authorization for capital contributions made by a  parent
company  to  its nonutility subsidiary companies and for financing  its
nonutility  subsidiary companies.  Such rule was appealed to  the  D.C.
Circuit  by  the  City of New Orleans, and the appeal was  subsequently
denied in January 1996.

Federal Power Act

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

      Entergy  Arkansas holds a license for two hydroelectric  projects
(70  MW)  that was renewed on July 2, 1980.  This license,  granted  by
FERC, expires in February 2003.

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, operation of nuclear plants is intensively 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 a portion 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.  Revised safety requirements  promulgated  by
the   NRC   have,   in  the  past,  necessitated  substantial   capital
expenditures  at these nuclear plants, and additional such 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,  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.  However, the  DOE
has not yet identified a permanent storage repository and, as a result,
future  expenditures  may be required to increase  spent  fuel  storage
capacity at the plant sites.  For further information concerning  spent
fuel  disposal contracts with the DOE, schedules for initial  shipments
of  spent nuclear fuel, current on-site storage capacity, and costs  of
providing additional on-site storage, see Note 9.

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  its  own  waste, and states may participate  in  regional
compacts  to  fulfill their responsibilities jointly.   The  States  of
Arkansas and Louisiana participate in the Central Interstate Low  Level
Radioactive  Waste Compact (Central States Compact), and the  State  of
Mississippi  participates in the Southeast Low Level Radioactive  Waste
Compact   (Southeast  Compact).   Two  disposal  sites  are   currently
operating  in  the  United  States, but only  one  site,  the  Barnwell
Disposal Facility (Barnwell), located in South Carolina and operated by
the  Southeast  Compact,  is  open to  out-of-region  generators.   The
availability of Barnwell provides only temporary relief from  low-level
radioactive  waste storage and does not alleviate the need  to  develop
new disposal capacity.

      Both  the  Central States Compact and the Southeast  Compact  are
working  to  establish additional disposal sites.  Entergy, along  with
other  waste  generators, funds the development costs for new  disposal
facilities.  To date, Entergy's expenditures for the development of new
disposal facilities total approximately $50 million.  Future levels  of
expenditures  are difficult to predict.  The current schedule  for  the
site  development in both the Central States Compact and the  Southeast
Compact projects that the new facilities will not be operational before
2000.   Due  to the political and emotional nature of siting  low-level
radioactive   waste   disposal  facilities,  future   delays   can   be
anticipated.   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  from  ratepayers  portions  of   their
estimated decommissioning costs for ANO, River Bend, Waterford  3,  and
Grand Gulf 1, respectively.  These amounts are deposited in trust funds
that,  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,   and   applications   are
periodically made to appropriate regulatory authorities to  reflect  in
rates  any  future  changes  in projected decommissioning  costs.   For
additional information with respect to decommissioning costs  for  ANO,
River Bend, Waterford 3, and Grand Gulf 1, see Note 9.

      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, adjusted for inflation, up to a
total of $2.25 billion over approximately 15 years, for decontamination
and  decommissioning of enrichment facilities.  In accordance with  the
EPAct,  contributions to decontamination and decommissioning funds  are
recovered  through rates in the same manner as other fuel  costs.   See
Note   9  for  the  estimated  annual  contributions  by  Entergy   for
decontamination and decommissioning fees.

Nuclear Insurance

      The  Price-Anderson  Act limits public  liability  for  a  single
nuclear  incident  to approximately $8.92 billion.   Entergy  Arkansas,
Entergy  Gulf  States,  Entergy  Louisiana,  and  System  Energy   have
protection  with  respect to this liability through  a  combination  of
private  insurance and an industry assessment program,  and  also  have
insurance  for property damage, costs of replacement power,  and  other
risks  relating  to  nuclear generating units.   For  a  discussion  of
insurance  applicable  to  the nuclear programs  of  Entergy  Arkansas,
Entergy Gulf States, Entergy Louisiana, and System Energy, see Note 9.

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, and the other Grand Gulf 1 and River Bend
co-owners,  have retained their ownership interests in their respective
nuclear  generating  units.   Entergy Arkansas,  Entergy  Gulf  States,
Entergy   Louisiana,  and  System  Energy  have  also  retained   their
associated  capacity  and  energy entitlements,  and  pay  directly  or
reimburse Entergy Operations at cost for its operation of the units.

ANO Matters (Entergy Corporation and Entergy Arkansas)

      Entergy  Operations has made periodic inspections and repairs  on
ANO 2's steam generators.  In October 1996, Entergy Corporation's Board
of  Directors  authorized Entergy Operations to negotiate  a  contract,
with  appropriate  cancellation provisions,  for  the  fabrication  and
replacement  of  the  steam generators at ANO  2.   Entergy  Operations
estimates  the  cost  of  fabrication  and  replacement  of  the  steam
generators  to be approximately $150 million.  A letter of  intent  for
the fabrication has been signed by Entergy Operations, which includes a
commitment  for not more than $3.2 million, and a contract is  expected
to  be  entered  into in 1997.  If the contract to purchase  the  steam
generators  is  not  canceled, the steam generators will  be  installed
during  a  planned refueling outage in 2000.  See Note 9 for additional
information.

River Bend (Entergy Corporation and Entergy Gulf States)

      In  connection  with the Merger, Entergy Gulf  States  filed  two
applications  with  the NRC in January 1993 to  amend  the  River  Bend
operating  license.  The applications sought the NRC's consent  to  the
Merger  and  to a change in the licensed operator of the facility  from
Entergy  Gulf States to Entergy Operations.  The NRC Staff  issued  the
two license amendments for River Bend, which were effective immediately
upon  consummation  of the Merger.  On February 14, 1994,  Cajun  filed
with  the  D.C.  Circuit  petitions  for  review  of  the  two  license
amendments  for  River Bend.  In March 1995, the D.C.  Circuit  ordered
that  the  original NRC order and license amendments be set aside,  and
remanded  the case to the NRC for further consideration.  Subsequently,
the  NRC  affirmed its original findings and reissued the  two  license
amendments.   Cajun  and  the  Arkansas Cities  and  Cooperative  filed
petitions  for  review  of those NRC orders with  the  D.  C.  Circuit.
Pursuant to the Cajun Settlement, on an unopposed motion of the parties
to  the  proceedings before the D.C. Circuit, the D.C. Circuit  ordered
that  the cases be removed from the calendar for oral argument and held
in  abeyance  pending  a further order of the court.  The  two  license
amendments are in full force and effect.

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  and  the
Tennessee  Public Service Commission (TPSC).  APSC regulation  includes
the  authority to set rates, determine reasonable and adequate service,
fix  the  value of property used and useful, require proper accounting,
control  leasing, control the acquisition or sale of any public utility
plant  or property constituting an operating unit or system, set  rates
of  depreciation, issue certificates of convenience and  necessity  and
certificates  of  environmental  compatibility  and  public  need,  and
control  the issuance and sale of securities.  Regulation by  the  TPSC
includes  the  authority  to set standards of  service  and  rates  for
service  to customers in the state, require proper accounting,  control
the  issuance  and  sale  of  securities,  and  issue  certificates  of
convenience and necessity.

      Entergy  Gulf  States  is  subject to  the  jurisdiction  of  the
municipal  authorities of incorporated cities in  Texas  as  to  retail
rates and services within their boundaries, with appellate jurisdiction
over  such matters residing in the PUCT.  Entergy Gulf States  is  also
subject  to  regulation by the PUCT as to retail rates and services  in
rural areas, certification of new generating plants, and extensions  of
service  into new areas.  Entergy Gulf States is subject to  regulation
by  the  LPSC  as  to  electric  and gas service,  rates  and  charges,
certification  of generating facilities and power or capacity  purchase
contracts, depreciation, accounting, and other matters.

      Entergy  Louisiana is subject to regulation by  the  LPSC  as  to
electric  service,  rates  and  charges,  certification  of  generating
facilities  and  power  or  capacity purchase contracts,  depreciation,
accounting,  and other matters.  Entergy Louisiana is also  subject  to
the  jurisdiction  of the Council with respect to such  matters  within
Algiers.

      Entergy  Mississippi  is  subject to regulation  as  to  service,
service  areas,  facilities, and retail rates  by  the  MPSC.   Entergy
Mississippi  is  also  subject to regulation by  the  APSC  as  to  the
certificate  of  environmental compatibility and public  need  for  the
Independence Station.

      Entergy New Orleans is subject to regulation by the Council as to
electric  and  gas  service, rates and charges, standards  of  service,
depreciation,  accounting, issuance of certain  securities,  and  other
matters.

Franchises

      Entergy  Arkansas holds exclusive franchises to provide  electric
service in approximately 300 incorporated cities and towns in Arkansas.
These  franchises are unlimited in duration and continue until  such  a
time  when  the  municipalities  purchase  the  utility  property.   In
Arkansas, franchises are considered to be contracts and, therefore, are
terminable upon breach of the contract.

      Entergy  Gulf States holds non-exclusive franchises, permits,  or
certificates of convenience and necessity to provide electric  and  gas
service in approximately 55 incorporated villages, cities, and towns in
Louisiana and approximately 63 incorporated cities and towns in  Texas.
Entergy Gulf States ordinarily holds 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  has
received  from the PUCT a certificate of convenience and  necessity  to
provide electric service to areas within 21 counties in eastern Texas.

      Entergy  Louisiana  holds  non-exclusive  franchises  to  provide
electric  service  in approximately 116 incorporated villages,  cities,
and  towns.   Most  of these municipal franchises have  25-year  terms,
although  six  municipalities have granted  Entergy  Louisiana  60-year
franchises.   Entergy  Louisiana  also  supplies  electric  service  in
approximately 353 unincorporated communities, all of which are  located
in parishes in which Entergy Louisiana 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 in western Mississippi, which include a number  of
municipalities.  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, which state, among  other
things,  that the City has a continuing option to purchase Entergy  New
Orleans' electric and gas utility properties.

      System  Energy has no distribution franchises.  Its  business  is
currently limited to wholesale power sales.

Environmental Regulation

General

      In  the  areas  of air quality, water quality, control  of  toxic
substances  and  hazardous and solid wastes,  and  other  environmental
matters,  the  facilities  and operations of  Entergy  are  subject  to
regulation  by various federal, state, and local authorities.   Entergy
believes  that its affected subsidiaries are in substantial  compliance
with environmental regulations currently applicable to their respective
facilities  and  operations.   Because  environmental  regulations  are
subject  to change, the ultimate compliance costs to Entergy cannot  be
precisely  estimated.   However, management  currently  estimates  that
ultimate  capital  expenditures for environmental compliance  purposes,
including those discussed in "Clean Air Legislation," below,  will  not
be material for Entergy as a whole.

Clean Air Legislation

      The  Clean  Air  Act Amendments of 1990 (the Act)  set  up  three
programs  that  affect  Entergy: an acid rain program  for  control  of
sulfur  dioxide (SO2) and nitrogen oxides (NOx), an ozone nonattainment
area program for control of NOx and volatile organic compounds, and  an
operating permits program for administration and enforcement  of  these
and other Clean Air Act programs.

      Under  the acid rain program, no additional control equipment  is
expected  to  be required by Entergy to control SO2.  The Act  provides
"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 will be required  to  possess
allowances  for  SO2  emissions from affected  generating  units.   All
Entergy  generating units are classified as "Phase II" units under  the
Act and are subject to SO2 allowance requirements beginning in the year
2000.  Based on operating history, the domestic utility companies  have
been  allocated more allowances than are currently necessary for normal
operations.   Management believes that it will be able to  operate  its
units efficiently without installing scrubbers or purchasing allowances
from  outside  sources, and that one or more of  the  domestic  utility
companies may have excess allowances.

      Control  equipment may eventually be required for NOx  reductions
due  to  the ozone nonattainment status of the areas served by  Entergy
Gulf   States  in  and  around  Beaumont  and  Houston,  Texas.   Texas
environmental  authorities are studying the causes of  ozone  pollution
and have deferred NOx controls on power plants until at least 1999.  If
Texas  decides to regulate NOx, the cost of such control equipment  for
the  affected Entergy Gulf States plants is estimated at $10.4  million
through the year 2000.

Other Environmental Matters

      The  provisions  of  the  Comprehensive  Environmental  Response,
Compensation, and Liability Act of 1980, as amended (CERCLA), authorize
the  EPA  and, indirectly, the states to require generators and certain
transporters  of certain hazardous substances released  from  or  at  a
site,  and  the owners or operators of any such site, to  clean-up  the
site or reimburse such clean-up costs.  CERCLA has been interpreted  to
impose joint and several liability on responsible parties. Entergy sent
waste  materials  to  various disposal sites  over  the  years.   Also,
certain   operating   procedures  and  maintenance   practices,   which
historically  were  not subject to regulation,  are  now  regulated  by
environmental  laws.   Some of these sites have  been  the  subject  of
governmental  action under CERCLA, as a result of  which  the  domestic
utility  companies have become involved with site clean-up  activities.
These 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  domestic   utility
companies  have  established  reserves for  such  environmental  clean-
up/restoration  activities.   In  the  aggregate,  the  cost  of   such
remediation  is  not  considered material  to  these  companies  or  to
Entergy.

Entergy Arkansas

      Entergy Arkansas has received notices from time to time from  the
EPA, the Arkansas Department of Pollution Control and Ecology (ADPC&E),
and others alleging that it, along with others, may be a PRP for clean-
up  costs  associated with various sites in Arkansas.   Most  of  these
sites   are  neither  owned  nor  operated  by  any  Entergy   company.
Contaminants  at  the sites include polychlorinated  biphenyls  (PCBs),
lead, and other hazardous substances.

      At  the  EPA's  request, Entergy Arkansas  voluntarily  performed
stabilization  activities at the Benton Salvage site in Saline  County,
Arkansas.   While  the EPA has not named PRPs for  this  site,  Entergy
Arkansas has attempted to negotiate an agreement with the EPA.  Entergy
Arkansas and the EPA were unable to reach an agreement satisfactory  to
both  parties.  Region 6 EPA initiated its own clean-up of the site  in
October  1996.  Entergy Arkansas does not believe  that  its  potential
liability with respect to this site will be material.
  
      Reynolds Metals Company (Reynolds) and Entergy Arkansas  notified
the  EPA  in 1989 of possible PCB contamination at two former  Reynolds
plant  sites  (Jones Mill and Patterson) in Arkansas to  which  Entergy
Arkansas  had supplied power.  Subsequently, Entergy Arkansas completed
remediation  at the substations serving the plant sites at  a  cost  of
$1.7 million.  Additional PCB contamination was found in a portion of a
drainage  ditch that flows from the Patterson facility to the  Ouachita
River.    Reynolds  demanded  that  Entergy  Arkansas  participate   in
remediation  efforts with respect to the ditch.  Entergy  Arkansas  and
independent  contractors  engaged  by  Entergy  Arkansas  conducted  an
investigation of the ditch contamination and the possible migration  of
PCBs from the electrical equipment that Entergy Arkansas maintained  at
the  plant.  The investigation concluded that none of the contamination
was caused by Entergy Arkansas.  Entergy Arkansas has thus far expended
approximately  $150,000 on investigation of the ditch.   In  May  1995,
Entergy Arkansas was named as a defendant in a suit by Reynolds seeking
to  recover  a  share  of its costs associated  with  the  clean-up  of
hazardous substances at the Patterson site.  Reynolds alleges  that  it
has spent $11.2 million to clean-up the site, and that Entergy Arkansas
bears  some responsibility for PCB contamination at the site.   Entergy
Arkansas  believes  that it has no liability for contamination  at  the
Patterson  site  and is contesting the lawsuit.  An August  1997  trial
date has been tentatively scheduled.

      Entergy  Arkansas  entered into a Consent  Administrative  Order,
dated February 21, 1991, with the ADPC&E that named Entergy Arkansas as
a  PRP  for the initial stabilization associated with contamination  at
the  Utilities Services, Inc. state Superfund site located near  Rison,
Arkansas.   This site was found to have soil contaminated by  PCBs  and
pentachlorophenol  (a wood preservative).  Containers  and  drums  that
contained  PCBs and other hazardous substances were found at the  site.
Entergy Arkansas' share of total remediation costs is estimated not  to
exceed  $5.0  million.  Entergy Arkansas is attempting to identify  and
notify  other  PRPs  with respect to this site.  Entergy  Arkansas  has
received  assurances that the ADPC&E will use its enforcement authority
to  allocate remediation expenses among Entergy Arkansas and any  other
PRPs   that  can  be  identified.   Approximately  20  PRPs  have  been
identified  to  date.   Entergy Arkansas has performed  the  activities
necessary  to stabilize the site, at a cost of approximately  $400,000.
Entergy  Arkansas believes that its potential liability for  this  site
will not be material.

Entergy Gulf States

      Entergy Gulf States has been designated by the EPA as a  PRP  for
the  clean-up of certain hazardous waste disposal sites.  Entergy  Gulf
States  is  currently  negotiating with the EPA and  state  authorities
regarding the clean-up of these sites.  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).  While the amounts at issue may be substantial,
Entergy  Gulf  States  believes  that its  results  of  operations  and
financial  condition will not be materially adversely affected  by  the
outcome  of  the suits.  As of December 31, 1996, a remaining  recorded
liability  of $21.4 million existed relating to the clean-up  of  seven
sites at which Entergy Gulf States has been designated a PRP.

      In  1971, Entergy Gulf States purchased property near its  Sabine
generating station, known as the Bailey site, for possible expansion of
cooling  water  facilities.  Entergy Gulf States sold the  property  in
1984.   In  October 1984, an abandoned waste site on the  property  was
included  on the Superfund National Priorities List (NPL) by  the  EPA.
Entergy  Gulf  States has pursued negotiations with the EPA  and  is  a
member  of  a task force with other PRPs for the voluntary clean-up  of
the  waste site.  A consent decree has been signed by all PRPs for  the
voluntary clean-up of the Bailey site.  Remediation costs are currently
expected  to be approximately $33 million, however, federal  and  state
agencies  are  still  examining potential liabilities  associated  with
natural  resource  damage.   Entergy Gulf  States  is  expected  to  be
responsible  for 2.26% of the estimated clean-up cost. This  matter  is
currently  under  negotiation with the other  PRPs  and  the  agencies.
Entergy  Gulf States does not believe that its remaining responsibility
with  respect  to  this site will be material after allowance  for  the
existing provision for clean-up in the amount of $629,000.

      Entergy  Gulf  States  is currently involved  in  a  multi-phased
remedial  investigation of an abandoned manufactured  gas  plant  (MGP)
site,  known  as  the  Lake  Charles Service Center,  located  in  Lake
Charles,  Louisiana.   The property was the site  of  an  MGP  that  is
believed to have operated 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.  Under an order issued by the Louisiana
Department of Environmental Quality (LDEQ), which is currently  stayed,
Entergy Gulf States was required to investigate and, if necessary, take
remedial  action  at  the site.  Preliminary estimates  of  remediation
costs  are  approximately $20 million.  On February 13, 1995,  the  EPA
published a proposed rule adding the Lake Charles Service Center to the
NPL.   Another PRP has been identified and is believed to  have  had  a
role in the ownership and operation of the MGP.  Negotiations with that
company for joint participation and possible remedial action have  been
held  and are expected to continue.  Entergy Gulf States has agreed  to
the  terms  of  the  Administrative Order on Consent  (AOC)  negotiated
between  Entergy and the EPA. The AOC is expected to be signed by  both
parties  in 1997.  Entergy Gulf States does not presently believe  that
its  ultimate responsibility with respect to this site will be material
after  allowance  for  the existing provision  for  clean-up  of  $19.8
million.

       Entergy  Gulf  States  is  currently  involved  in  an   initial
investigation  of  an  MGP site, known as the Old Jennings  Ice  Plant,
located  in  Jennings, Louisiana.  The MGP site  is  believed  to  have
operated  from approximately 1909-1926.  In July 1996, a petroleum-like
substance was discovered on the surface soil, a 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
the  type of operation that occurred at Jennings.  Results of the  core
sampling are not final, but limited amounts of contamination were found
on-site.   Entergy  Gulf  States does not presently  believe  that  its
ultimate  responsibility with respect to this site  will  be  material.
The amount of the existing provision for clean-up is $500,000.

     Entergy Gulf States along with Entergy Louisiana has been named as
a  PRP  for  an abandoned waste oil recycling plant site in  Livingston
Parish, Louisiana, known as Combustion, Inc., which is included on  the
NPL.   Although most surface remediation has been completed, additional
studies  related to residual groundwater contamination are expected  to
continue in 1997.  Entergy Gulf States and Entergy Louisiana have  been
named as defendants in a class action lawsuit lodged against a group of
PRPs  associated with the site.  (For information regarding  litigation
in connection with the Combustion, Inc. site, see "Other Regulation and
Litigation"  below.)   Entergy Gulf States does not  presently  believe
that  its  ultimate responsibility with respect to this  site  will  be
material.

      Entergy Gulf States received notification in 1992 from the EPA of
potential  liability with respect to a site in Iota,  Louisiana.   This
site  was the depository of a variety of wastes, including medical  and
chemical  wastes.  During 1996, Entergy Gulf States paid  approximately
$45,000 to the EPA to settle its liability for this site.

      Entergy  Gulf  States, along with Entergy  Arkansas  and  Entergy
Louisiana, has been notified of its potential liability with respect to
the  Benton Salvage site located in Saline County, Arkansas.   Although
Entergy Gulf States and Entergy Louisiana have had minor involvement in
the  Benton Salvage site, no remediation is expected to be required  by
these companies.  See "Entergy Arkansas" above for a discussion of  the
Benton Salvage site.

Entergy Louisiana, Entergy New Orleans, and System Energy

      Entergy  Louisiana, Entergy New Orleans, and System  Energy  have
received  notices  from  the EPA and/or the  states  of  Louisiana  and
Mississippi  that one or more of them may be a PRP for  disposal  sites
that  are  neither  owned nor operated by any Entergy  subsidiary.   In
response  to  such  notices,  the  sites  discussed  below  have   been
remediated:
  
  -  Entergy Louisiana, along with Entergy Arkansas and Entergy Gulf
     States, was notified in 1990 of its potential liability relating to the
     Benton  Salvage site located in Saline County, Arkansas.  Although
     Entergy Gulf States and Entergy Louisiana have been involved in the
     Benton  Salvage  site, their contributions are  considered  minor.
     Therefore, no remediation action is required by these companies.  See
     "Entergy Arkansas" above for a discussion of the Benton Salvage site.
  
  -  The EPA named Entergy Louisiana and System Energy as two of the 44
     PRPs for the Disposal Systems, Inc. site in Mississippi.  The State of
     Mississippi has indicated that it intends to have the PRPs conduct a
     clean-up of the Disposal Systems, Inc. site but has not yet  taken
     formal action.  Entergy Louisiana has settled its involvement in this
     matter  with  the EPA.  The State of Mississippi is continuing  to
     evaluate  whether additional remediation measures  are  necessary.
     However, further remediation costs at the site are not expected to be
     material.
  
  -  From 1992 to 1994, Entergy Louisiana performed site assessments
     and remedial activities at three retired power plants, known as the
     Homer, Jonesboro, and Thibodaux municipal sites, previously owned and
     operated by Louisiana municipalities.  Entergy Louisiana purchased the
     power plants as part of the acquisition of municipal electric systems
     after operating them for the last few years of their useful lives.  The
     site assessments indicated some subsurface contamination from fuel oil.
     In December 1994, Entergy Louisiana completed all remediation work at
     Homer to the LDEQ's satisfaction and the LDEQ  granted "No Further
     Action"  status in February 1995.  All remediation activities at the
     Jonesboro  Plant were completed in May 1996.  Remediation  of  the
     Thibodaux site is expected to be completed in 1998. The costs incurred
     through December 31, 1996 for the Homer, Jonesboro, and Thibodaux sites
     are $22,000, $156,000, and $125,000, respectively.  Remaining costs for
     both Homer and Jonesboro sites are considered immaterial.  Significant
     remedial activities are ongoing at the Thibodaux site.

      There are certain disposal sites for which Entergy Louisiana  and
Entergy  New Orleans have been named by the EPA as PRPs for  associated
clean-up  costs,  but  management  believes  no  liability  exists   in
connection  with  these  sites for Entergy Louisiana  and  Entergy  New
Orleans.   Such Louisiana sites include Combustion Inc.,  an  abandoned
waste  oil recycling plant site located in Livingston Parish (involving
at  least  70  PRPs, including Entergy Gulf States), and the  Dutchtown
site  (also  included  on  the  NPL and involving  57  PRPs).   Entergy
Louisiana  has  found no evidence of its involvement in the  Combustion
Inc. site. (For information regarding litigation in connection with the
Livingston Parish site, see "Other Regulation and Litigation,"  below).
With respect to the Dutchtown site, Entergy New Orleans believes it has
no  liability  because the material it sent to  this  site  was  not  a
hazardous substance.

     During 1993, the LDEQ issued new rules for solid waste regulation,
including  regulation of waste water impoundments.   Entergy  Louisiana
has determined that certain of its power plant waste water impoundments
were  affected by these regulations and has chosen to upgrade or  close
them.   As  a result, a remaining recorded liability in the  amount  of
$6.7 million existed at December 31, 1996, for waste water upgrades and
closures  to  be completed by the end of 1997.  Cumulative expenditures
relating to the upgrades and closures of waste water impoundments  were
$7.1 million as of  December 31, 1996.

Other Regulation and Litigation

Merger  (Entergy Corporation and Entergy Gulf States)

      In  July and August 1992, applications were filed with FERC,  the
LPSC,  the  PUCT,  and  the SEC under PUHCA, seeking  authorization  of
various  aspects of the Merger.  In January 1993, Entergy  Gulf  States
filed  two applications with the NRC seeking approval of the change  in
ownership  of  Entergy Gulf States and an amendment  to  the  operating
license  for River Bend to reflect its operation by Entergy Operations.
All  regulatory  approvals were obtained in 1993  and  the  Merger  was
consummated on December 31, 1993.

      FERC's  orders  approving the Merger were appealed  to  the  D.C.
Circuit  by  Entergy Services, the City, the Arkansas  Electric  Energy
Consumers  (AEEC), the APSC, Cajun, the MPSC, the American  Forest  and
Paper  Association, the State of Mississippi, the City  of  Benton  and
other   cities,   and  Occidental  Chemical  Corporation  (Occidental).
Entergy Services sought review of FERC's deletion of a 40% cap  on  the
amount  of fuel savings Entergy Gulf States may be required to transfer
to  other Entergy domestic utility companies under a tracking mechanism
designed  to  protect  the  other  companies  from  certain  unexpected
increases  in fuel costs.  The other parties sought to overturn  FERC's
decisions  on  various grounds, including the issues  of  whether  FERC
appropriately  conditioned  the Merger to  protect  various  interested
parties from alleged harm and FERC's reliance on Entergy's transmission
tariff to mitigate any potential anticompetitive impacts of the Merger.

      On  November 18, 1994, the D. C. Circuit denied motions filed  by
Cajun,  Occidental, and AEEC for a remand to FERC and a partial summary
grant  of the petitions for review.  At the same time, the D.C. Circuit
ordered  that the cases be held in abeyance pending FERC's issuance  of
(i)   a   final  order  on  remand  in  the  proceedings  on  Entergy's
transmission tariff (see discussion of tariff case in "RATE MATTERS AND
REGULATION  -  Rate  Matters - Wholesale Rate  Matters  -  Open  Access
Transmission" above), and (ii) a final order on competition  issues  in
the proceedings on the Merger.

      On  December 30, 1993, Entergy Services submitted to FERC  tariff
revisions  to  comply  with  FERC's  order  dated  December  15,  1993,
approving  the  Merger.  On February 4, 1994, the APSC and  AEEC  filed
with  FERC  a  joint  protest to the compliance filing,  alleging  that
Entergy  should  be  required to insulate  the  ratepayers  of  Entergy
Arkansas,  Entergy  Louisiana, Entergy Mississippi,  and   Entergy  New
Orleans from all litigation liabilities related to Entergy Gulf States'
River  Bend nuclear facility.  In its May 17, 1994, order on rehearing,
FERC  addressed  Entergy's  commitment to  insulate  the  customers  of
Entergy  Arkansas, Entergy Louisiana, Entergy Mississippi, and  Entergy
New   Orleans  against  liability  resulting  from  certain  litigation
involving River Bend.  In response to FERC's clarification of Entergy's
commitment, Entergy Services filed a new compliance filing on June  16,
1994.   APSC  and  AEEC  subsequently filed  protests  questioning  the
adequacy of Entergy's June 16, 1994, compliance filing.  FERC  has  not
yet acted on the compliance filings.

      Requests for rehearing of the SEC order approving the Merger were
filed  with  the  SEC  by  Houston  Industries  Incorporated  and   its
subsidiary Houston Lighting & Power Company on December 28,  1993,  and
petitions for review seeking to set aside the SEC order were filed with
the  D.C. Circuit by these parties and by Cajun in February 1994.   The
matter  was  subsequently remanded by the D.C. Circuit to the  SEC  for
further  consideration in light of developments  at  FERC  relating  to
Entergy's  transmission tariffs.  On December 6, 1996,  pursuant  to  a
settlement  with  Entergy Gulf States, Houston Industries  Incorporated
and  Houston  Lighting  & Power Company withdrew  their  petitions  for
review of the SEC order.

Employment Litigation

      Entergy  Corporation,  Entergy  Arkansas,  Entergy  Gulf  States,
Entergy  Louisiana, and Entergy New Orleans are defendants in  numerous
lawsuits  described  below  that have been filed  by  former  employees
asserting  that  they  were wrongfully terminated and/or  discriminated
against  due  to  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.  However, no assurance can be given as to the  outcome
of these cases.

(Entergy Corporation and Entergy Arkansas)

      Entergy Corporation and Entergy Arkansas are defendants  in  five
suits  filed in federal court on behalf of a total of approximately  62
plaintiffs who claim they were illegally terminated from their jobs due
to  discrimination  on the basis of age or race.  One  of  these  suits
seeks class certification.  A trial date is scheduled in March 1997 for
one  suit comprised of 29 plaintiffs, and a trial date is scheduled  in
May 1997 for another suit comprised of 18 plaintiffs.  Trial dates have
not been set in the other suits.

(Entergy Corporation and Entergy Gulf States)

      Entergy  Corporation and Entergy Gulf States  are  defendants  in
lawsuits involving approximately 176 plaintiffs filed in state court in
Texas  by  former employees who claim that they lost their  jobs  as  a
result  of  the  Merger.  The plaintiffs in these cases  have  asserted
various  claims, including discrimination on the basis  of  age,  race,
and/or  sex.   The court has preliminarily ruled that each  plaintiff's
claim  should  be  tried separately.  The first case is  scheduled  for
trial in June 1997.

(Entergy Corporation, Entergy Gulf States, and Entergy Louisiana)

     Entergy Corporation, Entergy Gulf States and Entergy Louisiana are
defendants   in  a  suit  filed  in  federal  court  in  Louisiana   by
approximately  39 plaintiffs who claim, among other things,  they  were
wrongfully discharged from their employment on the basis of their  age.
No trial date has been set for this case.

(Entergy Louisiana and Entergy New Orleans)

     Entergy Louisiana and Entergy New Orleans are defendants in a suit
filed in state court in Louisiana by 110 plaintiffs who seek to certify
a  class  on  behalf of all employees who allegedly were terminated  or
required  to resign on the basis of age.  The court has set  a  hearing
for  certification of the class for March 13, 1997; no trial  date  has
been  set.   Entergy  Louisiana and/or Entergy  New  Orleans  also  are
defendants  in approximately 27 other suits filed in federal  or  state
court  by plaintiffs who claim they were wrongfully discharged  on  the
basis of age, race, or sex.

Asbestos and Hazardous Waste Suits

(Entergy Gulf States and Entergy Louisiana)

     A number of plaintiffs who allegedly suffered damage or injury, or
are survivors of persons who died, allegedly as a result of exposure to
"hazardous toxic waste" that emanated from a site in Livingston Parish,
sued  Entergy  Gulf  States  and  approximately  70  other  defendants,
including  Entergy  Louisiana,  in 17 suits  filed  in  the  Livingston
Parish,   Louisiana  District  Court  (State  District   Court).    The
plaintiffs  alleged  that  the defendants  generated,  transported,  or
participated in the storage of such wastes at the facility,  which  was
previously  operated  as a waste oil recycling facility.   These  State
District Court suits, which seek damages in total amounts ranging  from
$1  million to $10 billion and are now consolidated in a class  action,
and  three federal suits in three states other than Louisiana involving
issues   arising  from  the  same  facility,  have  been  removed   and
transferred,  respectively, to the U.S. District Court for  the  Middle
District of Louisiana.  Entergy Gulf States settled all claims  against
it  in  the suits and the settlements were approved by court  order  on
February 7, 1996.  Entergy Louisiana received preliminary approval of a
settlement of all claims against it in the suits for approximately $2.3
million.   A  court  date  for  the fairness  hearing  to  approve  the
settlement has not been set.

(Entergy Gulf States)

      A  total  of  23 suits have been filed on behalf of approximately
4,255  plaintiffs  in  state and federal courts  in  Jefferson  County,
Texas.   These suits seek relief from Entergy Gulf States  as  well  as
numerous  other  defendants for damages caused  to  the  plaintiffs  or
others  by the alleged exposure to hazardous waste and asbestos on  the
defendants'  premises. All of the plaintiffs in  such  suits  are  also
suing  Entergy  Gulf States and all other defendants  on  a  conspiracy
count.   It  is not yet known how many of the plaintiffs in  the  suits
discussed  above worked on Entergy Gulf States' premises.   There  have
been numerous asbestos-related law suits filed in the District Court of
Calcasieu Parish in Lake Charles, Louisiana, on behalf of approximately
200  plaintiffs  naming  numerous  defendants  including  Entergy  Gulf
States.   The suits allege that each plaintiff contracted an  asbestos-
related  disease from exposure to asbestos insulation products  on  the
premises of such defendants.  Settlements of the Jefferson County suits
involving  approximately 1,800 plaintiffs and  Calcasieu  Parish  suits
involving  approximately  91 plaintiffs are in  the  process  of  being
consummated.  In May 1996, the majority of remaining cases in Calcasieu
Parish  involving  approximately  70 plaintiffs  were  settled  for  an
immaterial  amount;  there are approximately 40  cases  still  pending.
Entergy  Gulf States' share of the settlements of these cases  was  not
material to its financial position or results of operations.

Cajun  -  River Bend Litigation (Entergy Corporation and  Entergy  Gulf
States)

      Entergy  Gulf  States and Cajun, respectively, own  70%  and  30%
undivided  interests in River Bend (operated by Entergy  Gulf  States),
and 42% and 58% undivided interests in Big Cajun 2, Unit 3 (operated by
Cajun).   These  relationships have spawned a number  of  long-standing
disputes  and  claims between the parties.  An agreement setting  forth
terms  for  the resolution of all such disputes was reached by  Entergy
Gulf  States,  the  Cajun bankruptcy trustee,  and  the  RUS,  and  was
approved by the United States District Court for the Middle District of
Louisiana (District Court) on August 26, 1996 (Cajun Settlement).   The
terms  include,  but  are  not limited to, the following:  (i)  Cajun's
interest in River Bend will be turned over to the RUS, which will  have
the  option  to  retain  the interest, sell it to  a  third  party,  or
transfer  it  to  Entergy Gulf States at no cost; (ii) Cajun  will  set
aside  a  total  of  $125 million for its share of the  decommissioning
costs  of  River  Bend; (iii) Cajun will transfer certain  transmission
assets  to  Entergy  Gulf States; (iv) Cajun will  settle  transmission
disputes  and  be  released from claims for payment under  transmission
arrangements  with  Entergy Gulf States as  discussed  under  "Cajun  -
Transmission Service" below; (v) all funds paid by Entergy Gulf  States
into  the  registry of the District Court will be returned  to  Entergy
Gulf States; (vi) Cajun will be released from its unpaid past, present,
and  future liability for River Bend costs and expenses; and (vii)  all
litigation between Cajun and Entergy Gulf States will be dismissed.  On
September  6, 1996, the Committee of Unsecured Creditors in  the  Cajun
bankruptcy  proceeding filed a Notice of Appeal to  the  United  States
Court of Appeals for the Fifth Circuit (Fifth Circuit), objecting  that
the order approving the Cajun Settlement was separate from the approval
of  a  plan  of  reorganization and, therefore,  improper.   The  Cajun
Settlement  is subject to this appeal and approvals by the  appropriate
regulatory agencies.  Entergy Gulf States expects to make filings  with
FERC  and  the  SEC seeking approval for the transfer of certain  Cajun
transmission  assets to Entergy Gulf States.  Management believes  that
it  is  probable that the Cajun Settlement will ultimately be  approved
and consummated.

      The Cajun Settlement resolved Cajun's civil action instituted  in
June 1989 against Entergy Gulf States, in which Cajun sought to rescind
or  terminate the Joint Ownership Participation and Operating Agreement
(Operating  Agreement)  entered into on August 28,  1979,  relating  to
River  Bend.   In that suit, Cajun also sought to recover  its  alleged
$1.6 billion investment in the unit plus attorneys' fees, interest, and
costs.   The Cajun Settlement resolves both the portion of the suit  by
Cajun  to  rescind the Operating Agreement and the breach  of  contract
claims.

      In  1992,  two member cooperatives of Cajun brought an additional
independent  action to declare the Operating Agreement null  and  void,
based  upon  Entergy  Gulf States' failure to get prior  LPSC  approval
which   was   alleged  to  be  necessary.   Prior  to  its   bankruptcy
proceedings,  Cajun intervened as a plaintiff in this action.   Entergy
Gulf  States believes the suits are without merit and believes  Cajun's
claim is mooted by the Cajun Settlement.

      On December 21, 1994, Cajun filed a petition in the United States
Bankruptcy  Court for the Middle District of Louisiana  seeking  relief
under  Chapter  11 of the Bankruptcy Code.  Proponents of  all  of  the
plans  of  reorganization  submitted  to  the  Bankruptcy  Court   have
incorporated  the  Cajun  Settlement as an integral  condition  to  the
effectiveness   of  their  plan.  The  timing  and  completion   of   a
reorganization  plan  depends  on Bankruptcy  Court  approval  and  any
required  regulatory  approvals.  The  Bankruptcy  Court  has  approved
proposals by three groups seeking to acquire the non-nuclear assets  of
Cajun  and  has signed an order that establishes rules for how  Cajun's
creditors  will  vote  on the three plans. On December  16,  1996,  the
Bankruptcy Court began hearings on the balloting and the plan that will
be adopted.  The matter remains before the Bankruptcy Court.

      See  Note  9  for  additional  information  regarding  the  Cajun
litigation, Cajun's bankruptcy proceedings, and related filings.

Cajun  -  Transmission Service (Entergy Corporation  and  Entergy  Gulf
States)

      Entergy  Gulf  States and Cajun are parties to  FERC  proceedings
relating  to  transmission service charge disputes.   See  Note  9  for
additional  information regarding these FERC proceedings,  FERC  orders
issued  as  a result of such proceedings, and the potential effects  of
these proceedings upon Entergy Gulf States.

      On  December  7,  1993,  Cajun filed a complaint  in  the  Middle
District  of  Louisiana  alleging that Entergy Gulf  States  failed  to
provide  Cajun  an  opportunity to construct  certain  facilities  that
allegedly would have reduced its rates under Service Schedule CTOC, and
is seeking an order compelling the conveyance of certain facilities and
awarding unspecified damages.  Entergy Gulf States has moved to dismiss
the  complaint  on  the  basis, among others,  that  FERC  has  already
addressed the matter in the proceedings described in Note 9.

Service Area Dispute

(Entergy Corporation and Entergy Gulf States)

      Entergy  Gulf  States was requested by Cajun and Jefferson  Davis
Electric   Cooperative,  Inc.  (Jefferson  Davis),   to   provide   the
transmission of power over Entergy Gulf States' system for delivery  to
an  area near Lake Charles, Louisiana.  Cajun and Jefferson Davis filed
a  suit  in federal court in the Western District of Louisiana alleging
that  Entergy  Gulf States breached its obligations under the  parties'
contract  and  violated the antitrust laws by refusing to  provide  the
transmission  service.  Cajun and Jefferson Davis  seek  an  injunction
requiring  Entergy  Gulf States to provide the  requested  service  and
unspecified treble damages for Entergy Gulf States' refusal to  provide
the  service.  In November 1989, the federal court denied  Cajun's  and
Jefferson  Davis'  motion for a preliminary injunction.   Entergy  Gulf
States believes this proceeding is resolved by the Cajun Settlement.

(Entergy Corporation and Entergy Mississippi)

      On  October 11, 1994, twelve Mississippi cities filed a complaint
in  state  court  against Entergy Mississippi and eight electric  power
associations   seeking   a   judgment   from   the   court    declaring
unconstitutional  certain  Mississippi  statutes  that  establish   the
procedure  that must be followed before a municipality can acquire  the
facilities  and  certificate  rights  of  a  utility  serving  in   the
municipality.   Specifically, the suit requests that the court  declare
unconstitutional  certain  1987 amendments to  the  Mississippi  Public
Utilities Act that require that the MPSC cancel a utility's certificate
to  serve  in  the  municipality before a municipality  may  acquire  a
utility's  facilities  located  in the  municipality.   The  suit  also
requests that the court find that Mississippi municipalities can  serve
any  consumer in the boundaries of the municipality and within one mile
thereof.   On  January  6,  1995, Entergy  Mississippi  and  the  other
defendants filed motions to dismiss.  In October 1995, the state  court
dismissed the complaint.  The plaintiffs have appealed the dismissal to
the Mississippi Supreme Court, where it is currently pending.

Taxes Paid Under Protest (Entergy Corporation and Entergy Louisiana)

     Since the mid-1980's, Entergy Louisiana and the tax authorities of
St. Charles Parish, Louisiana (Parish), the parish in which Waterford 3
is  located, have disputed use taxes paid on nuclear fuel ($6.5 million
through  1996)  under protest by Entergy Louisiana.  Entergy  Louisiana
has been successful in lawsuits in the Parish with regard to recovering
these  taxes, plus interest, and also with regard to Parish  lease  tax
issues pertaining to fuel financing arrangements. In June 1995, Entergy
Louisiana  received  a  favorable decision  from  the  Louisiana  Fifth
Circuit Court of Appeals that confirmed that no such use taxes are due.
The  Parish  and Entergy Louisiana are currently discussing a  possible
settlement  of all pending tax-related litigation including the  likely
return  of  the  amounts previously paid under protest.  The  suits  by
Entergy  Louisiana with regard to state use tax paid under  protest  on
nuclear fuel are still pending.

Federal  Income Tax Audit (Entergy Corporation, Entergy Louisiana,  and
System Energy)

      In  August  1994,  Entergy received an IRS  report  covering  the
federal  income  tax audit of Entergy Corporation and subsidiaries  for
the  years  1988  -  1990.   The  report asserts  an  $80  million  tax
deficiency for the 1990 consolidated federal income tax returns related
primarily  to  the  utilization of accelerated investment  tax  credits
associated with Waterford 3 and Grand Gulf nuclear plants.  Changes  to
the  initial  report, made in the IRS appeal process, have reduced  the
assessment related to the issue by $22 million to $58 million.  Entergy
and  the  Appeals Officer agreed to pursue a "technical advice"  ruling
from  the  IRS National Office to address the remainder of  the  issue.
Entergy Corporation believes there is no material tax deficiency and is
confident  that  a  satisfactory  resolution  of  the  matter  will  be
achieved.

Panda Energy Corporation Complaint (Entergy Corporation)

      Panda Energy Corporation (Panda) has commenced litigation in  the
Dallas  District Court naming Entergy Corporation, Energy  Enterprises,
Entergy  Power, Entergy Power Asia, Ltd., and Entergy Power Development
Corporation  as  defendants.  The allegations  against  the  defendants
include,   among   others,  tortious  interference   with   contractual
relations,   conspiracy,  misappropriation  of  corporate  opportunity,
unfair  competition  and fraud, and constructive trust  issues.   Panda
seeks  damages of approximately $4.8 billion, of which $3.6 billion  is
claimed in punitive damages.  Entergy believes that this litigation  is
unfounded, but entered into arrangements on April 30, 1996,  to  settle
the  matter for $350,000, subject to revocation by Entergy if the court
ruled on the case.

      Thereafter,  the  Dallas  District  Court  entered  an  order  of
dismissal because the plaintiff was unable to show any damages and  the
facts did not support a cause of action against the defendants.   As  a
result, Entergy revoked the $350,000 settlement agreement.  In  May  of
1996, Panda filed an appeal of the court's order for dismissal.  Appeal
briefs  have been submitted by both parties, but no date has  yet  been
designated for oral argument.

Catalyst Technologies, Inc.  (Entergy Corporation)

      In  June 1993, Catalyst Technologies, Inc. (CTI) filed a petition
against   Electec,   Inc.   (Electec),  the  predecessor   to   Entergy
Enterprises.   Prior  to the filing of the petition,  CTI  and  Electec
entered into an agreement whereby CTI was required to raise a specified
amount  of  funding  in  exchange for the right  to  acquire  Electec's
computer software technology marketing rights.  CTI alleges that due to
actions of Electec, it was unable to secure the necessary funding, and,
therefore,  was  not  able to meet the terms  of  the  agreement.   The
petition alleges breach of contract, breach of the obligation of  good-
faith  and  fair  dealing,  and bad-faith breach  of  contract  against
Electec.   It  was  originally believed CTI  was  claiming  damages  of
approximately  $36 million from Entergy Enterprises.   It  now  appears
that CTI will allege damages ranging from $231 million to $258 million.
Entergy  Enterprises'  position is that CTI  is  not  entitled  to  any
damages, and that even if damages were sustained, they would not exceed
$600,000.  The case is scheduled for a jury trial beginning on July 14,
1997,  in  Civil  District Court for the Parish of Orleans,  Louisiana.
Entergy Enterprises is vigorously contesting these claims.

                                   
    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,
                                1992   1993       1994     1995     1996
     Entergy Arkansas           2.28   3.11(b)    2.32     2.56     2.93
     Entergy Gulf States        1.72   1.54        .36(c)  1.86     1.47
     Entergy Louisiana          2.79   3.06       2.91     3.18     3.16
     Entergy Mississippi        2.37   3.79(b)    2.12     2.92     3.54
     Entergy New Orleans        2.66   4.68(b)    1.91     3.93     3.51
     System Energy              2.04   1.87       1.23     2.07     2.21

                                  Ratios of Earnings to Combined Fixed
                                     Charges and Preferred Dividends
                                        Years Ended December 31,
                                1992   1993     1994      1995      1996
     Entergy Arkansas           1.86   2.54(b)  1.97      2.12      2.44
     Entergy Gulf States(a)     1.37   1.21      .29(c)   1.54      1.19
     Entergy Louisiana          2.18   2.39     2.43      2.60      2.64
     Entergy Mississippi        1.97   3.08(b)  1.81      2.51      3.07
     Entergy New Orleans.       2.36   4.12(b)  1.73      3.56      3.22
     
(a)  "Preferred  Dividends"  in the case of Entergy  Gulf  States  also
     include dividends on preference stock.

(b)  Earnings   for   the  year  ended  December  31,   1993,   include
     approximately  $81  million,  $52 million,  and  $18  million  for
     Entergy  Arkansas, Entergy Mississippi, and Entergy  New  Orleans,
     respectively,  related  to the change in accounting  principle  to
     provide for the accrual of estimated unbilled revenues.

(c)  Earnings  for  the year ended December 31, 1994, for Entergy  Gulf
     States were not adequate to cover fixed charges and combined fixed
     charges  and  preferred  dividends by $144.8  million  and  $197.1
     million, respectively.

                                   
                           INDUSTRY SEGMENTS

Entergy New Orleans

Narrative Description of Entergy New Orleans Industry Segments

Electric Service

      Entergy  New Orleans supplied retail electric service to  188,912
customers  as  of  December 31, 1996.  During  1996,  40%  of  electric
operating  revenues  was  derived  from  residential  sales,  39%  from
commercial  sales,  6% from industrial sales, and  15%  from  sales  to
governmental and municipal customers.

Natural Gas Service

     Entergy New Orleans supplied retail natural gas service to 151,528
customers  as of December 31, 1996.  During 1996, 56% of gas  operating
revenues was derived from residential sales, 19% from commercial sales,
9%  from  industrial  sales,  and 16% from sales  to  governmental  and
municipal  customers.  (See "FUEL SUPPLY - Natural  Gas  Purchased  for
Resale.")

Selected Financial Information Relating to Industry Segments

      For  selected  financial  information  relating  to  Entergy  New
Orleans'   industry  segments,  see  Entergy  New  Orleans'   financial
statements and Note 15.

Employees by Segment

     Entergy New Orleans' full-time employees by industry segment as of
December 31, 1996, were as follows:

                    Electric       219
                    Gas            109
                                   ---
                      Total        328
                                   ===

      (For  further  information with respect to Entergy  New  Orleans'
segments, see "PROPERTY.")

Entergy Gulf States

      For the year ended December 31, 1996, 95% of Entergy Gulf States'
operating revenues was derived from the electric utility business.   Of
the remaining operating revenues 3% was derived from the steam business
and 2% from the natural gas business.

                                   
                               PROPERTY

Generating Stations

      The  total  capability of Entergy's owned and  leased  generating
stations  as  of  December 31, 1996, by company and by  fuel  type,  is
indicated below:                                      
                               Owned and Leased Capability MW(1)
                                                        Gas
                                                      Turbine
                                                        and
                                                      Internal
Company                 Total      Fossil   Nuclear  Combustion   Hydro

Entergy Arkansas       4,373 (2)   2,379     1,694     230 (4)     70
Entergy Gulf States    6,558 (2)   5,828       655      75          -
Entergy Louisiana      5,423 (2)   4,329     1,075      19          -
Entergy Mississippi    3,063 (2)   3,052         -      11          -
Entergy New Orleans      934 (2)     918         -      16          -
System Energy          1,061           -     1,061       -          -
                      -----------------------------------------------
  Total               21,412 (3)  16,506 (3) 4,485     351         70
                      ===============================================

(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.

(2)  Excludes the capacity of fossil-fueled generating stations  placed
     on extended reserve as follows: Entergy Arkansas - 506 MW; Entergy
     Gulf  States  -  405  MW;  Entergy Louisiana  -  157  MW;  Entergy
     Mississippi - 73 MW; and Entergy New Orleans - 143 MW.  Generating
     stations that are not expected to be utilized in the near-term  to
     meet load requirements are placed in extended reserve shutdown  in
     order to minimize operating expenses.

(3)  Excludes net capability of generating facilities owned by  Entergy
     Power, which owns 725 MW of fossil-fueled capacity.

(4)  Includes  188  MW  of capacity leased by Entergy Arkansas  through
     1999.

      Load and capacity projections are regularly reviewed in order  to
coordinate  and  recommend the location and  time  of  installation  of
additional generating capacity and of interconnections in light of  the
availability  of power, the location of new loads, and maximum  economy
to  Entergy.  Based on load and capability projections and  bulk  power
availability,  Entergy  has  no current  plans  to  install  additional
generating capacity.  When new generation resources are needed, Entergy
expects to meet this need by means other than construction of new  base
load  generating capacity.  In the meantime, Entergy will meet capacity
needs  by, among other things, purchasing power in the wholesale  power
market  and/or  removing  generating  stations  from  extended  reserve
shutdown.

      Under  the  terms  of  the System Agreement,  certain  generating
capacity  and  other  power  resources are shared  among  the  domestic
utility  companies.  Among other things, 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)  and  an
amount  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 (see "RATE MATTERS AND REGULATION -  Rate  Matters  -
Wholesale Rate Matters - System Agreement," above, for a discussion  of
FERC proceedings relating to the System Agreement).

      Entergy's business is subject to seasonal fluctuations, with  the
peak  period  occurring in the summer months. The 1996 peak  demand  of
19,444 MW occurred on July 22, 1996.  The net capability at the time of
peak  was  21,127  MW, net of off-system firm sales  of  285  MW.   The
capacity  margin  at  the  time  of the  peak  was  approximately  8.0%
excluding  units  placed  on extended reserve  and  capacity  owned  by
Entergy Power.

Interconnections

       The   electric  power  supply  facilities  of  Entergy   consist
principally   of  steam-electric  production  facilities  strategically
located  with  reference to availability of fuel, protection  of  local
loads,   and   other   controlling   economic   factors.    These   are
interconnected  by a transmission system operating at various  voltages
up  to  500 kilovolts.  Generally, with the exception of Grand Gulf  1,
Entergy  Power's capacity and a small portion of Entergy  Mississippi's
capacity,  operating facilities or interests therein are owned  by  the
domestic  utility company serving the area in which the facilities  are
located.  However, all of Entergy's generating facilities are centrally
dispatched  and operated in order to obtain the lowest cost sources  of
energy  with  a  minimum of investment and the most  efficient  use  of
plant.

      In  addition  to the many neighboring utilities  with  which  the
domestic utility companies interconnect, the domestic utility companies
are  members of the Southwest Power Pool, the primary purpose of  which
is  to  ensure the reliability and adequacy of the electric bulk  power
supply  in  the  southwest region of the United States.  The  Southwest
Power  Pool  is  a  member of the North American  Electric  Reliability
Council.   The  domestic  utility companies are  also  members  of  the
Western Systems Power Pool.

Gas Property

      As  of  December  31, 1996, Entergy New Orleans  distributed  and
transported  natural gas for distribution solely within the  limits  of
the  City  of  New  Orleans  through a total  of  1,439  miles  of  gas
distribution  mains and 40 miles of gas transmission  pipelines.   Koch
Gateway  Pipeline  Company is a principal supplier of  natural  gas  to
Entergy  New  Orleans,  delivering to six of Entergy  New  Orleans'  14
delivery points.

     As of December 31, 1996, the gas properties of Entergy Gulf States
were not material to Entergy Gulf States.

Titles

      Entergy's generating stations are generally located on properties
owned  in  fee  simple.   The greater portion of the  transmission  and
distribution  lines  of  the  domestic  utility  companies   has   been
constructed over property of private owners pursuant to easements or on
public  highways  and streets pursuant to appropriate franchises.   The
rights  of  each domestic utility company in the realty  on  which  its
facilities are located are considered by it to be adequate for its  use
in  the  conduct  of  its business.  Minor defects  and  irregularities
customarily found in properties of like size and character  exist,  but
such defects and irregularities do not 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 or to be used in their utility operations.

      Substantially all the physical properties owned by each  domestic
utility  company and System Energy, respectively, are  subject  to  the
lien  of a mortgage and deed of trust 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.  In the case of Entergy Louisiana, certain properties  are
also   subject  to  the  liens  of  second  mortgages  securing   other
obligations  of Entergy Louisiana.  In the case of Entergy  Mississippi
and  Entergy  New  Orleans, substantially all of their  properties  and
assets are also subject to the second mortgage lien of their respective
general and refunding mortgage bond indentures.


                              FUEL SUPPLY

      The  sources of generation and average fuel cost per kWh for  the
domestic  utility companies and System Energy for the  years  1994-1996
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
                                                               
1996          42   2.99     1     3.03    41     .56     16    1.73
1995          50   1.99     -        -    35     .60     15    1.73
1994          44   2.24     1     3.99    39     .60     16    1.82

      Actual  1996  and  projected 1997 sources of generation  for  the
domestic utility companies and System Energy are:

                       Natural Gas    Fuel Oil         Nuclear       Coal
                       1996   1997   1996   1997     1996   1997   1996   1997
                                                                              
Entergy Arkansas          7%    7%     -      -       57%    51%    36%    42%
Entergy Gulf States      69%   66%     -      -       20%    19%    11%    15%
Entergy Louisiana        56%   48%     -      -       44%    52%     -      -
Entergy Mississippi      54%   71%    13%     -        -      -     33%    29%
Entergy New Orleans      99%  100%     1%     -        -      -      -      -
System Energy             -     -      -      -     100%(a) 100%(a)  -      -
Total                    42%   39%     1%     -       41%    41%    16%    20%

(a)Capacity  and energy from System Energy's interest in Grand  Gulf  1
   is  allocated as follows: Entergy Arkansas - 36%; Entergy  Louisiana
   - 14%; Entergy Mississippi - 33%; and Entergy New Orleans - 17%.

The  balance  of  generation,  which was immaterial,  was  provided  by
hydroelectric power.

Natural Gas

      The domestic utility companies have long-term firm and short-term
interruptible  gas contracts.  Long-term firm contracts  comprise  less
than 30% 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.  Additional gas requirements are
satisfied  by short-term contracts and spot-market purchases.   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.

      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 regional weather conditions as well as to the prices
of  other  energy sources. Supplies of natural gas are expected  to  be
adequate  in 1997.  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 may be  disrupted,  the
domestic  utility companies will use alternate fuels, such as  oil,  or
rely on coal and nuclear generation.

Coal

      Entergy Arkansas has long-term contracts with mines in the  State
of  Wyoming for the supply of low-sulfur coal for the White Bluff Steam
Electric  Generating Station and Independence.  These contracts,  which
expire  in  2002  and 2011, provide for approximately  85%  of  Entergy
Arkansas'  expected annual coal requirements.  Additional  requirements
are satisfied by annual spot market purchases.  Entergy Gulf States has
a  contract for a supply of low-sulfur Wyoming coal for Nelson Unit  6,
which  should be sufficient to satisfy the fuel requirements at  Nelson
Unit  6 through 2010.  Cajun has advised Entergy Gulf States that Cajun
has contracts that should provide an adequate supply of coal until 1999
for the operation of Big Cajun 2, Unit 3.

Nuclear Fuel

      The nuclear fuel cycle involves the mining and milling of uranium
ore to produce a concentrate, the conversion of uranium concentrate  to
uranium  hexafluoride  gas,  enrichment of  that  gas,  fabrication  of
nuclear  fuel  assemblies  for  use in fueling  nuclear  reactors,  and
disposal of the 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 and maintaining inventories of  such
materials  during  the  various stages of processing.   Each  of  these
companies  contracts for the fabrication of its own  nuclear  fuel  and
purchases the required enriched uranium hexafluoride from System Fuels.
The  requirements for Entergy Gulf States' River Bend plant are covered
by  contracts made by Entergy Gulf States.  Entergy Operations acts  as
agent  for  System Fuels and Entergy Gulf States in negotiating  and/or
administering nuclear fuel contracts.

      In  October  1989, System Fuels entered into a  revolving  credit
agreement with a bank that provides up to $45 million in borrowings  to
finance  its  nuclear materials and services inventory.  Should  System
Fuels  default  on its obligations under its credit agreement,  Entergy
Arkansas, Entergy Louisiana, and System Energy have agreed to  purchase
nuclear materials and services under the agreement.

      Based  upon the planned fuel cycles for Entergy's nuclear  units,
the  following  tabulation  shows  the  years  through  which  existing
contracts and inventory will provide materials and services:

                               Acquisition                                   
                                  of or                                      
                               Conversion                              Spent
                 Uranium       to Uranium                               Fuel
               Concentrate   Hexafluoride  Enrichment   Fabrication   Disposal
                                    
ANO 1              (1)            (1)         (2)          2000         (3)
ANO 2              (1)            (1)         (2)          1999         (3)
River Bend         (1)            (1)         (2)          2001         (3)
Waterford 3        (1)            (1)         (2)          1999         (3)
Grand Gulf 1       (1)            (1)         (2)          2000         (3)

(1)  Current  contracts will provide a significant percentage of  these
     materials and services through termination dates ranging from 1997-
     2001.   Additional  materials and services required  beyond  these
     dates are estimated to be available for the foreseeable future.

(2)  Current  contracts will provide a significant percentage of  these
     materials and services through approximately 2000.

(3)  The Nuclear Waste Policy Act of 1982 provides for the disposal  of
     spent nuclear fuel or high level waste by the DOE.

     Entergy will enter into additional arrangements to acquire nuclear
fuel  beyond  the  dates shown above.  Except as noted  above,  Entergy
cannot  predict the ultimate availability or cost of such  arrangements
at this time.

      Entergy  Arkansas,  Entergy Gulf States, Entergy  Louisiana,  and
System  Energy  currently have arrangements to lease nuclear  fuel  and
related equipment and services in aggregate amounts up to $125 million,
$70  million,  $80  million,  and $110 million,  respectively.   As  of
December  31,  1996,  the unrecovered cost base of  Entergy  Arkansas',
Entergy  Gulf States', Entergy Louisiana's, and System Energy's nuclear
fuel  leases  amounted to approximately $79.1 million,  $49.8  million,
$38.2  million,  and $83.6 million, respectively.  The lessors  finance
the acquisition and ownership of nuclear fuel through credit agreements
and  the  issuance  of notes.  These agreements are subject  to  annual
renewal with, in Entergy Louisiana's and Entergy Gulf States' case, the
consent  of  the lenders.  The credit agreements for Entergy  Arkansas,
Entergy  Gulf  States, Entergy Louisiana, and System Energy  have  been
extended  and  now  have termination dates of December  1999,  December
1999,  January  2000,  and  February  2000,  respectively.   The   debt
securities  issued  pursuant  to these  fuel  lease  arrangements  have
varying  maturities through January 31, 1999.  It is expected that  the
credit  agreements  will be extended or alternative financing  will  be
secured  by  each lessor upon the maturity of the current arrangements.
If  extensions or alternative financing cannot be arranged, the  lessee
in  each case must purchase sufficient nuclear fuel to allow the lessor
to retire such borrowings.

Natural Gas Purchased for Resale

      Entergy  New  Orleans has several suppliers of  natural  gas  for
resale.   Its system is interconnected with three interstate and  three
intrastate   pipelines.   Presently,  Entergy  New   Orleans'   primary
suppliers  are  Koch  Gas  Services Company (KGS),  an  interstate  gas
marketer,  and  Bridgeline  and  Pontchartrain,  intrastate  pipelines.
Entergy New Orleans has a firm gas purchase contract with KGS.  The KGS
gas  supply  is  transported  to Entergy  New  Orleans  pursuant  to  a
transportation  service  agreement with Koch Gateway  Pipeline  Company
(KGPC).   This service is subject to FERC-approved rates.  Entergy  New
Orleans  has firm contracts with its two intrastate suppliers and  also
makes  interruptible spot market purchases.  In recent  years,  natural
gas   deliveries   have  been  subject  primarily  to   weather-related
curtailments.   However, Entergy New Orleans has  experienced  no  such
curtailments.

      After  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.   KGPC  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 a "No-
Notice"  type of agreement from Mid Louisiana Gas Company.  Abandonment
of  service  by  the present supplier would be subject  to  abandonment
proceedings by FERC.

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.   During  1996,  1995,  and  1994,  Entergy
contributed  approximately  $9 million, $9 million,  and  $18  million,
respectively, for EPRI and other research programs in which Entergy was
involved.

Item 2.   Properties

      Refer to Item 1. "Business - PROPERTY," for information regarding
the properties of the registrants.

Item 3.   Legal Proceedings

      Refer  to  Item 1. "Business - RATE MATTERS AND REGULATION,"  for
details  of  the  registrants'  material  rate  proceedings  and  other
regulatory  proceedings  and  litigation  that  are  pending  or   that
terminated in the fourth quarter of 1996.

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

      During the fourth quarter of 1996, 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.

                                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, Chicago, and Pacific Stock Exchanges.

      The high and low prices of Entergy Corporation's common stock for
each quarterly period in 1996 and 1995 were as follows:

                                1996                  1995
                          High        Low        High       Low
                                    (In Dollars)
                                                         
      First              30 3/8      26 3/8     24 3/4     20
      Second             28 1/2      25 1/4     25 1/2     20 7/8
      Third              28 5/8      24 7/8     26 1/8     23 5/8
      Fourth             29          26 3/4     29 1/4     26

     Dividends of 45 cents per share were paid on Entergy Corporation's
common stock in each of the quarters of 1996 and 1995.

      As of February 28, 1997, there were 92,267 stockholders of record
of Entergy Corporation.

      For  information  with  respect to Entergy  Corporation's  future
ability to pay dividends, refer to Note 8, "DIVIDEND RESTRICTIONS."  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  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
subsidiaries  to  Entergy Corporation during 1996  and  1995,  were  as
follows:

                               1996       1995
                                (In Millions)
                                        
Entergy Arkansas             $142.8     $   153.4
Entergy Gulf States              --            --
Entergy Louisiana            $179.2     $   221.5
Entergy Mississippi          $ 79.9     $    61.7
Entergy New Orleans          $ 34.0     $    30.6
System Energy                $112.5     $    92.8
Entergy S.A.                 $  0.7     $     3.5
Entergy Transener S.A.       $  1.7     $     2.1
Entergy Argentina S.A.       $  0.3           --
Entergy Argentina S.A. Ltd.  $  3.1           --

      In  February  1997,  Entergy Corporation  received  common  stock
dividend  payments from its subsidiaries  totaling $66.9 million.   For
information  with  respect to restrictions that limit  the  ability  of
System Energy and the domestic utility companies to pay dividends,  see
Note 8.  In order to improve its capital structure, Entergy Gulf States
has  not  paid common stock dividends since the third quarter of  1994.
See  "Management's Financial Discussion and Analysis  -  Liquidity  and
Capital Resources".

Item 6.   Selected Financial Data

      Entergy  Corporation..  Refer to information  under  the  heading
"ENTERGY CORPORATION AND SUBSIDIARIES SELECTED FINANCIAL DATA  -  FIVE-
YEAR COMPARISON."

     Entergy Arkansas.  Refer to information under the heading "ENTERGY
ARKANSAS, INC. SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON."

      Entergy  Gulf  States.  Refer to information  under  the  heading
"ENTERGY   GULF  STATES,  INC.  SELECTED  FINANCIAL  DATA  -  FIVE-YEAR
COMPARISON."

      Entergy  Louisiana.   Refer  to  information  under  the  heading
"ENTERGY   LOUISIANA,  INC.  SELECTED  FINANCIAL   DATA   -   FIVE-YEAR
COMPARISON."

      Entergy  Mississippi.   Refer to information  under  the  heading
"ENTERGY   MISSISSIPPI,  INC.  SELECTED  FINANCIAL  DATA  -   FIVE-YEAR
COMPARISON."

      Entergy  New  Orleans.  Refer to information  under  the  heading
"ENTERGY  NEW  ORLEANS,  INC.  SELECTED  FINANCIAL  DATA  -   FIVE-YEAR
COMPARISON."

      System  Energy.   Refer to information under the heading  "SYSTEM
ENERGY RESOURCES, INC. SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON."

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

      Entergy Corporation and Subsidiaries.  Refer to information under
the   heading   "ENTERGY  CORPORATION  AND  SUBSIDIARIES   MANAGEMENT'S
FINANCIAL DISCUSSION AND ANALYSIS - LIQUIDITY AND CAPITAL RESOURCES," "
- SIGNIFICANT FACTORS AND KNOWN TRENDS," and "- RESULTS OF OPERATIONS."

     Entergy Arkansas.  Refer to information under the heading "ENTERGY
ARKANSAS, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - RESULTS
OF OPERATIONS."

      Entergy  Gulf  States.  Refer to information  under  the  heading
"ENTERGY  GULF  STATES,  INC.  MANAGEMENT'S  FINANCIAL  DISCUSSION  AND
ANALYSIS - RESULTS OF OPERATIONS."

      Entergy  Louisiana.   Refer  to  information  under  the  heading
"ENTERGY LOUISIANA, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
- RESULTS OF OPERATIONS."

      Entergy  Mississippi.   Refer to information  under  the  heading
"ENTERGY  MISSISSIPPI,  INC.  MANAGEMENT'S  FINANCIAL  DISCUSSION   AND
ANALYSIS - RESULTS OF OPERATIONS."

      Entergy  New  Orleans.  Refer to information  under  the  heading
"ENTERGY  NEW  ORLEANS,  INC.  MANAGEMENT'S  FINANCIAL  DISCUSSION  AND
ANALYSIS - RESULTS OF OPERATIONS."

      System  Energy.   Refer to information under the heading  "SYSTEM
ENERGY RESOURCES, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -
RESULTS OF OPERATIONS."


Item 8.   Financial Statements and Supplementary Data.

<TABLE>
<CAPTION>
                     INDEX TO FINANCIAL STATEMENTS
                                   
<S>                                                                                            <C>
Entergy Corporation and Subsidiaries:                                                            
  Report of Management                                                                         40
  Audit Committee Chairperson's Letter                                                         41
  Management's Financial Discussion and Analysis for Entergy Corporation and Subsidiaries      42
  Report of Independent Accountants for Entergy Corporation and Subsidiaries                   53
  Management's Financial Discussion and Analysis for Entergy Corporation and Subsidiaries      54
  Statements of Consolidated Income For the Years Ended December 31, 1996, 1995, and 
    1994 for Entergy Corporation and Subsidiaries                                              57
  Statements of Consolidated Cash Flows For the Years Ended December 31, 1996, 1995, 
    and 1994 for Entergy Corporation and Subsidiaries                                          58
  Balance Sheets, December 31, 1996 and 1995 for Entergy Corporation and Subsidiaries          60
  Statements of Consolidated Retained Earnings and Paid-In Capital for the Years Ended         62
    December 31, 1996, 1995, and 1994 for Entergy Corporation and Subsidiaries
  Selected Financial Data - Five-Year Comparison for Entergy Corporation and Subsidiaries      63
  Report of Independent Accountants for Entergy Arkansas, Inc.                                 65
  Management's Financial Discussion and Analysis for Entergy Arkansas, Inc.                    66
  Statements of Income For the Years Ended December 31, 1996, 1995, and 1994 for Entergy   
    Arkansas, Inc.                                                                             68
  Statements of Cash Flows For the Years Ended December 31, 1996, 1995, and 1994 for Entergy   69
    Arkansas, Inc.
  Balance Sheets, December 31, 1996 and 1995 for Entergy Arkansas, Inc.                        70
  Statements of Retained Earnings for the Years Ended December 31, 1996, 1995, and 1994 for    72
    Entergy Arkansas, Inc.
  Selected Financial Data - Five-Year Comparison for Entergy Arkansas, Inc.                    73
  Report of Independent Accountants for Entergy Gulf States, Inc.                              75
  Management's Financial Discussion and Analysis for Entergy Gulf States, Inc.                 76
  Statements of Income (loss) For the Years Ended December 31, 1996, 1995, and 1994 for        78
    Entergy Gulf States, Inc.
  Statements of Cash Flows For the Years Ended December 31, 1996, 1995, and 1994 for Entergy   79
    Gulf States, Inc.
  Balance Sheets, December 31, 1996 and 1995 for Entergy Gulf States, Inc.                     80
  Statements of Retained Earnings for the Years Ended December 31, 1996, 1995, and 1994 for    82
    Entergy Gulf States, Inc.
  Selected Financial Data - Five-Year Comparison for Entergy Gulf States, Inc.                 83
  Report of Independent Accountants for Entergy Louisiana, Inc.                                85
  Management's Financial Discussion and Analysis for Entergy Louisiana, Inc.                   86
  Statements of Income For the Years Ended December 31, 1996, 1995, and 1994 for Entergy       88
    Louisiana, Inc.
  Statements of Cash Flows For the Years Ended December 31, 1996, 1995, and 1994 for Entergy   89
    Louisiana, Inc.
  Balance Sheets, December 31, 1996 and 1995 for Entergy Louisiana, Inc.                       90
  Statements of Retained Earnings for the Years Ended December 31, 1996, 1995, and 1994 for    92
    Entergy Louisiana, Inc.
  Selected Financial Data - Five-Year Comparison for Entergy Louisiana, Inc.                   93
  Report of Independent Accountants for Entergy Mississippi, Inc.                              95
  Management's Financial Discussion and Analysis for Entergy Mississippi, Inc.                 96
  Statements of Income For the Years Ended December 31, 1996, 1995, and 1994 for Entergy       98
    Mississippi, Inc.
  Statements of Cash Flows For the Years Ended December 31, 1996, 1995, and 1994 for Entergy   99
    Mississippi, Inc.
  Balance Sheets, December 31, 1996 and 1995 for Entergy Mississippi, Inc.                    100
  Statements of Retained Earnings for the Years Ended December 31, 1996, 1995, and 1994 for   102
    Entergy Mississippi, Inc.
  Selected Financial Data - Five-Year Comparison for Entergy Mississippi, Inc.                103
  Report of Independent Accountants for Entergy New Orleans, Inc.                             105
  Management's Financial Discussion and Analysis for Entergy New Orleans, Inc.                106
  Statements of Income For the Years Ended December 31, 1996, 1995, and 1994 for Entergy New  108
    Orleans, Inc.
  Statements of Cash Flows For the Years Ended December 31, 1996, 1995, and 1994 for Entergy  109
    New Orleans, Inc.
  Balance Sheets, December 31, 1996 and 1995 for Entergy New Orleans, Inc.                    110
  Statements of Retained Earnings for the Years Ended December 31, 1996, 1995, and 1994 for   112
    Entergy New Orleans, Inc.
  Selected Financial Data - Five-Year Comparison for Entergy New Orleans, Inc.                113
  Report of Independent Accountants for System Energy Resources, Inc.                         115
  Management's Financial Discussion and Analysis for System Energy Resources, Inc.            116
  Statements of Income For the Years Ended December 31, 1996, 1995, and 1994 for System       118
    Energy Resources, Inc.
  Statements of Cash Flows For the Years Ended December 31, 1996, 1995, and 1994 for System   119
    Energy Resources, Inc.
  Balance Sheets, December 31, 1996 and 1995 for System Energy Resources, Inc.                120
  Statements of Retained Earnings for the Years Ended December 31, 1996, 1995, and 1994 for   122
    System Energy Resources, Inc.
  Selected Financial Data - Five-Year Comparison for System Energy Resources, Inc..           123
  Notes to Financial Statements for Entergy Corporation and Subsidiaries                      124
                 
                 
<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
                         REPORT OF MANAGEMENT


      The  management  of  Entergy  Corporation  and  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.    Financial
information  included elsewhere in this report is consistent  with  the
financial statements.

       To   meet   its  responsibilities  with  respect  to   financial
information,  management maintains and enforces a  system  of  internal
accounting  controls that is 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 Conduct, 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 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.




ED LUPBERGER                                      GERALD D. MCINVALE
Chairman, President, and Chief Executive          Executive Vice President and
Officer of Entergy Corporation,                   Chief Financial Officer
Entergy Arkansas, Entergy Gulf States,
Entergy Louisiana, Entergy Mississippi,
 and Entergy New Orleans






DONALD C. HINTZ
President and Chief Executive Officer of System Energy

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
                 AUDIT COMMITTEE CHAIRPERSON'S LETTER
                                   
                                   
      The  Entergy  Corporation Board of Directors' Audit Committee  is
comprised   of  five  directors  who  are  not  officers   of   Entergy
Corporation:  Lucie J. Fjeldstad, Chairperson, Admiral Kinnaird  McKee,
Eugene  H.  Owens,  Robert  D.  Pugh, and  H.  Duke  Shackelford.   The
committee held five meetings during 1996.

      The  Audit  Committee  oversees Entergy  Corporation's  financial
reporting  process  on  behalf of the Board of Directors  and  provides
reasonable   assurance   to  the  Board  that   sufficient   operating,
accounting, and financial controls are in existence and are  adequately
reviewed by programs of internal and external audits.

     The Audit Committee discussed with Entergy's internal auditors and
the  independent  public accountants (Coopers  &  Lybrand  L.L.P.)  the
overall  scope and specific plans for their respective audits, as  well
as  Entergy  Corporation's financial statements  and  the  adequacy  of
Entergy  Corporation's internal controls.  The committee met,  together
and separately, with Entergy's internal auditors and independent public
accountants,  without  management present, to discuss  the  results  of
their  audits,  their  evaluation  of  Entergy  Corporation's  internal
controls,  and  the overall quality of Entergy Corporation's  financial
reporting.  The meetings also were designed to facilitate and encourage
private  communication between the committee and the internal  auditors
and independent public accountants.





                                   LUCIE J. FJELDSTAD
                                   Chairperson, Audit Committee






                                   
                                   


<PAGE>                 
                 
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                    LIQUIDITY AND CAPITAL RESOURCES

Cash Flow

      Net  cash flow from operations for Entergy, the domestic  utility
companies,  and  System Energy for the years ended December  31,  1996,
1995, and 1994, was as follows:
                                              
                                 1996     1995    1994
                                      (In Millions)
                                                  
            Entergy              $1,458  $1,426   $1,558
            Entergy Arkansas     $  377  $  338   $  356
            Entergy Gulf States  $  322  $  401   $  326
            Entergy Louisiana    $  352  $  385   $  368
            Entergy Mississippi  $  182  $  185   $  195
            Entergy New Orleans  $   44  $   99   $   39
            System Energy        $  287  $   96   $  337

      The  positive cash flow from operations for the domestic  utility
companies  results from continued efforts to streamline operations  and
to  reduce costs, as well as from collections under rate phase-in plans
that  exceed current cash requirements for the related costs.  (In  the
income   statement,  these  revenue  collections  are  offset  by   the
amortization of previously deferred costs so that there is no effect on
net  income.)   These  phase-in plans will continue  to  contribute  to
Entergy's cash position over the next several years.  Specifically, the
Grand  Gulf  1 phase-in plans will expire in 1998 for Entergy  Arkansas
and  Entergy Mississippi, and in 2001 for Entergy New Orleans.  Entergy
Gulf  States'  phase-in plan for River Bend will expire  in  1998,  and
Entergy  Louisiana's phase-in plan for Waterford 3 will expire in  June
1997.

Financing Sources

     Cash from operations, supplemented by cash on hand, was sufficient
to  meet substantially all investing and financing requirements of  the
domestic  utility companies, other than early refinancings of  existing
debt,  including  capital expenditures, dividends,  and  debt/preferred
stock maturities during 1996.  System Energy issued two series of first
mortgage  bonds  in August 1996 totaling $235 million,  of  which  $210
million  was used to meet a scheduled September 1, 1996, System  Energy
debt maturity. Entergy's investments in nonregulated businesses in 1996
were funded with debt and equity capital.

      Entergy  has been able to fund the capital requirements  for  its
domestic  utility businesses with cash from operations  resulting  from
the  items  discussed above in Cash Flow.  Should  additional  cash  be
needed  to  fund  investments  or retire  debt,  the  domestic  utility
companies  and  System Energy have the ability, subject  to  regulatory
approval and compliance with issuance tests, to issue debt or preferred
securities  to  meet  such requirements.  In addition,  to  the  extent
market  conditions and interest and dividend rates allow, the  domestic
utility  companies and System Energy will continue to refinance  and/or
redeem  higher  cost debt and preferred stock prior to  maturity.   The
domestic  utility companies may continue to establish  special  purpose
trusts  as  financing subsidiaries for the purpose of issuing preferred
trust  securities,  such as those issued in 1996 by  Entergy  Louisiana
Capital  I and Entergy Arkansas Capital I, and those issued in  January
1997  by  Entergy  Gulf  States  Capital I.  Entergy  Corporation,  the
domestic   utility  companies,  and  System  Energy   also   have   SEC
authorization to effect short-term borrowings.  See Notes 4, 5,  6,  7,
and  9  for additional information on Entergy's capital and refinancing
requirements in 1997-2001.


<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                    LIQUIDITY AND CAPITAL RESOURCES

      In May 1996, Entergy Corporation registered 10 million additional
shares  of  common  stock pursuant to a new dividend  reinvestment  and
stock  purchase plan, which became effective in July 1996.  See Note  5
for further discussion.

Financing Uses

      Productive  investment  by  Entergy Corporation  is  integral  to
enhancing the long-term value of its common stock.  Entergy Corporation
has  been  expanding its investments in business opportunities overseas
as  well  as  in  the United States.  Through the end of 1996,  Entergy
Corporation  had acquired or participated in foreign electric  ventures
in  Australia, Argentina, Chile, Pakistan, and Peru, and  had  acquired
several  telecommunications-based businesses in the United States.   As
of  December 31, 1996, Entergy Corporation had a net investment of $812
million in equity capital in businesses other than its domestic  retail
utility   business.    See  Note  13  for  a  discussion   of   Entergy
Corporation's acquisition of CitiPower on January 5, 1996, and Note  16
for  Entergy  Corporation's acquisition of London  Electricity  plc  on
February 7, 1997.

      To  make  capital  investments, fund its  subsidiaries,  and  pay
dividends, Entergy Corporation will utilize internally generated funds,
cash  on  hand, funds available under its $300 million credit facility,
funds  received from its dividend reinvestment and stock purchase plan,
and other bank financings if required.  See Note 9 for a discussion  of
capital  requirements.   Entergy  Corporation  receives  funds  through
dividend  payments from its subsidiaries.  During 1996,  such  dividend
payments from subsidiaries totaled $554.2 million.  In order to improve
its  capital  structure, Entergy Gulf States has not paid common  stock
dividends   since  the  third  quarter  of  1994.   In  1996,   Entergy
Corporation  paid $405 million of common stock dividends.  Declarations
of  dividends  on  common stock are made at the discretion  of  Entergy
Corporation's Board of Directors.  Management will not recommend future
dividend increases to the Board unless such increases are justified  by
adequate  earnings growth of Entergy Corporation and its  subsidiaries.
See Note 8 for information on dividend restrictions.

Entergy Corporation and Entergy Gulf States

     See Notes 2 and 9 regarding River Bend and Cajun issues, including
recent  developments.   An adverse ruling regarding  River  Bend  could
result in up to approximately $278 million of potential write-offs (net
of  tax)  and  up  to  $204 million in refunds of previously  collected
revenue.   Such write-offs and charges could result in substantial  net
losses  being  reported  in  the future by Entergy  Gulf  States,  with
resulting   adverse  adjustments  to  the  common  equity  of   Entergy
Corporation  and  Entergy  Gulf States.  Adverse  resolution  of  these
matters could negatively affect Entergy Gulf States' ability to  obtain
financing,  which  could in turn affect Entergy Gulf States'  liquidity
and ability to resume paying dividends.

Entergy Corporation and System Energy

      Under the Capital Funds Agreement, Entergy Corporation has agreed
to  supply  to  System  Energy sufficient capital  to  maintain  System
Energy's equity capital at a minimum of 35% of its total capitalization
(excluding   short-term  debt),  to  permit  the  continued  commercial
operation  of  Grand  Gulf 1, and to pay in full all  indebtedness  for
borrowed  money of System Energy when due under any circumstances.   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,  if
required,  to enable System Energy to make payments on such  debt  when
due.   The  Capital Funds Agreement can be terminated  by  the  parties
thereto, subject to consent of certain creditors.


<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                 SIGNIFICANT FACTORS AND KNOWN TRENDS


Competition and Industry Challenges

      The  electric  utility industry traditionally has operated  as  a
regulated  monopoly  in which there was little opportunity  for  direct
competition in the provision of electric service.  The industry is  now
undergoing  a  transition  to an environment of  increased  retail  and
wholesale  competition.  The causes of the movement toward  competition
are  numerous  and  complex.  They include legislative  and  regulatory
changes, technological advances, consumer demands, greater availability
of   natural   gas,  environmental  needs,  and  other  factors.    The
increasingly competitive environment presents opportunities to  compete
for  new  customers, as well as the risk of loss of existing customers.
The  following  issues  have been identified by Entergy  as  its  major
competitive challenges.

Open Access Transmission
                                   
      The  EPAct addressed a wide range of energy issues and  is  being
implemented  by both FERC and state regulators.  The EPAct is  designed
to   promote   wholesale  competition  among  utility  and   nonutility
generators by amending PUHCA to exempt from regulation a class of EWGs,
among  others,  consisting of utility affiliates and nonutilities  that
own and operate facilities for the generation and transmission of power
for sale at wholesale.  The EPAct also gave FERC the authority to order
investor-owned utilities to transmit wholesale power and energy  to  or
for  wholesale  purchasers  and sellers.  This  creates  potential  for
electric  utilities and other power producers to gain increased  access
to  the transmission systems of other utilities to facilitate wholesale
sales.

      In  response  to  the EPAct, FERC commenced a rulemaking  on  the
subject  of  "stranded  costs" in 1994.   This  rulemaking  concerns  a
regulatory  framework  for dealing with recovery  of  costs  that  were
prudently  incurred by electric utilities to serve customers under  the
traditional regulatory framework.  These costs may become "stranded" as
a  result  of  increased competition. The risk of exposure to  stranded
costs  that may result from competition in the industry will depend  on
the  extent  and  timing  of  retail  competition,  the  resolution  of
jurisdictional issues concerning stranded cost recovery, and the extent
to   which  such  costs  are  recovered  from  departing  or  remaining
customers.

     FERC issued Order No. 888 as the final order in this rulemaking in
April  1996  requiring  that  all  public  utilities  subject  to   its
jurisdiction  provide comparable wholesale transmission access  through
the  filing  of a single open access tariff.  In addition,  FERC  ruled
that  public  utilities  are  entitled to full  recovery  of  prudently
incurred  costs  associated with wholesale requirements  signed  before
July  11,  1994.  If the costs are stranded by retail wheeling,  public
utilities  should  first  seek  recovery  of  these  costs   from   the
appropriate state or local regulators.  FERC indicated that it would be
the  primary forum for recovery in cases where retail customers  become
wholesale purchasers.

      FERC also issued Order No. 889, which prescribes the requirements
and procedures for the implementation and maintenance of an open access
same-time information system by each public utility.  In addition, FERC
issued  a notice of proposed rulemaking concerning capacity reservation
tariffs  as  the  next  phase  of  its  efforts  to  promote  wholesale
competition.   In July 1996, Entergy Services filed, on behalf  of  the
domestic utility companies, an open access proforma tariff.


<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                 SIGNIFICANT FACTORS AND KNOWN TRENDS


      In  September  1996, FERC issued an order revising  the  original
requirement  that open access same-time information service  sites  and
standards  of  conduct  be in place for all transmission  providers  by
November  1,  1996.  FERC scheduled a two-step compliance procedure  in
which  the operation of open access same-time information service sites
was  to  begin  on a test basis beginning in December 1996,  with  full
commercial  operations  and compliance with the  standards  of  conduct
beginning in January 1997.  In January 1997, Entergy Services filed its
standards   of  conduct  with  FERC,  and  an  open  access   same-time
information site was established.

     In response to Order No. 888, Entergy Services filed a request for
clarification and rehearing regarding the following four  issues:   (i)
the  special  nature and treatment of stranded nuclear  decommissioning
costs;   (ii)  the  reciprocity  rules  applicable  to  rural  electric
cooperatives;   (iii)  the  functional  unbundling   requirements   for
registered  holding companies; and (iv) the nature of network  service.
The request for rehearing is currently pending.

Transition to Competition Filings

      Entergy  has  initiated  discussions with  its  state  and  local
regulators regarding an orderly transition to a more competitive market
for  electricity.   As  discussed in more detail  in  Note  2,  Entergy
Arkansas, Entergy Gulf States, and Entergy Louisiana have made  filings
with  their  respective state regulators concerning the  transition  to
competition.   These filings call for the accelerated recovery  of  the
companies'  nuclear investment and nuclear-related purchase obligations
over  a seven-year period and for the protection of certain classes  of
ratepayers  from possibly unfairly bearing the burden of cost  shifting
which  may  result  from  competition.  The majority  of  the  domestic
utilities' current net investment in nuclear generation shown in Note 1
is  included in the proposals for accelerated recovery filed with state
regulators.   See  Note  2  for a discussion of  Entergy  Mississippi's
August 1996 transition to competition filing with the MPSC.

Retail and Wholesale Rate Issues

     The retail regulatory philosophy is shifting in some jurisdictions
from   traditional   cost-of-service   regulation   to   incentive-rate
regulation.   Incentive  and  performance-based  rate  plans  encourage
efficiencies  and  productivity while permitting  utilities  and  their
customers  to  share in the results.  Entergy Mississippi  and  Entergy
Louisiana have implemented incentive-rate plans.

      Several  of  the  domestic utility companies have  recently  been
ordered  to  grant base rate reductions and have refunded  or  credited
customers  for  previous  overcollections  of  rates.   The  continuing
pattern  of  rate  reductions is a characteristic  of  the  competitive
environment in which the domestic utilities operate.  See  Note  2  for
additional discussion of rate reductions and incentive-rate regulation,
as well as a System Energy proposed rate increase.

Legislative Activity

      Retail  wheeling  is the transmission and/or distribution  by  an
electric  utility  of  energy  produced  by  another  entity  over  the
utility's transmission and distribution system to a retail customer  in
the  electric utility's area of service.  California, Rhode Island, New
Hampshire,  Massachusetts, and Pennsylvania have already initiated  the
restructuring  of the utility industry within their respective  states.
Most  other  states  have initiated studies of industry  restructuring.
Included in the majority of the more developed proposals are plans  for
utilities  to  have a reasonable opportunity to recover investments  in
utility  plant  that have previously been determined  to  be  prudently
incurred.   Within the areas served by the domestic utility  companies,
formal  proceedings to study retail competition/industry  restructuring
are being conducted by the LPSC, the MPSC, and the PUCT.
                 
                 
<PAGE>                 
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                 SIGNIFICANT FACTORS AND KNOWN TRENDS


      In January 1996, the Council voted to investigate retail utility
service competition.  Although no date has been set, the investigation
will  focus  on  the  impact of competition, service  unbundling,  and
utility  restructuring on consumers of retail electric and gas utility
service in New Orleans.

      The  PUCT  has  developed  rules that  permit  greater  wholesale
electric competition in Texas, as mandated by the Texas legislature  in
its  1995 session.  In January 1997,  the PUCT submitted reports to the
Texas  legislature concerning broader competitive issues  such  as  the
unbundling  of  electric  utility  operations,  market-based   pricing,
performance-based ratemaking, and the identification  and  recovery  of
potential  stranded  costs  as  part  of  the  transition  to  a   more
competitive  electric industry environment.  Currently it is  uncertain
what  action,  if any, the legislature may take with respect  to  these
issues.

      See  Note 2 for information related to the LPSC and MPSC  generic
proceedings on competition.

      A  number of bills were introduced in Congress during 1996  that
called  for  future  deregulation  of  the  electric  power  industry.
Included in these proposals are some that would amend or repeal  PUHCA
and/or  PURPA.   Other  provisions in some of  the  bills  would  give
consumers the ability to choose their own electricity service.

      On  February  20, 1997, the SEC issued new Rule 58 under  PUHCA,
which will permit registered public utility holding companies to enter
into an array of energy-related businesses for which specific approval
had  previously been required.  These businesses include, among  other
things, management, operations and maintenance contracting for energy-
related  facilities, energy efficiency contracting, and the  sale  and
servicing of a range of electric appliances and equipment.  The  rule,
which  will  become effective on March 22, 1997, will  permit  broader
diversification by Entergy into these businesses.

Municipalization
                                   
      In  some  areas  of the country, municipalities  (or  comparable
entities)  whose  residents are served at retail by an  investor-owned
utility  pursuant  to a franchise, are exploring  the  possibility  of
establishing new electric distribution systems, or extending  existing
ones.   In  some cases, municipalities are also seeking  new  delivery
points in order to serve retail customers, especially large industrial
customers,  which  currently receive service  from  an  investor-owned
utility.  Where successful, the establishment of a municipal system or
the  acquisition by a municipal system of a utility's customers  could
result  in  the  utility's  inability to recover  costs  that  it  has
incurred for the purpose of serving those customers.

Industry Consolidation

     Another factor in making the transition to competition nationwide
is  the  continuing  and  accelerating trend of  utility  mergers.   A
significant   trend   developing  among   the   more   recent   merger
announcements  is the proposed combination of electric  utilities  and
gas pipeline and/or distribution companies.

Functional Unbundling
                                   
      An additional trend which has recently emerged is the unbundling
of  traditional  utility functions.  In some  areas  of  the  country,
utilities  are attempting to sell either all or a substantial  portion
of  their  generation assets and will become, in large part, suppliers
of transmission and distribution services only.


<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                 SIGNIFICANT FACTORS AND KNOWN TRENDS


Effects  of  Alternate  Energy  Sources on  Retail  Electric  Sales  to
Industrial and Large Commercial Customers

      Many  industrial and large commercial customers of  the  domestic
utility companies have cost structures that are energy sensitive.   For
this  reason, these customers are currently exploring, or in the future
may  explore,  available energy alternatives such  as  fuel  switching,
cogeneration,  self-generation,  production  shifting,  and  efficiency
measures.  To the extent that these customers avail themselves of  such
options,  the  domestic utility companies may suffer a  loss  of  load.
Accordingly, in an effort to retain such load, certain of the  domestic
utility  companies,  Entergy  Gulf  States  and  Entergy  Louisiana  in
particular,  have  negotiated  electric service  contracts  with  large
industrial and commercial customers with the specific aim of  retaining
the  load represented by these customers.  Electric service under  such
agreements may be provided at tariffed rates lower than would otherwise
be applicable.

      The  results of operations of the domestic utility companies have
not  thus  far  been materially adversely affected as a result  of  the
negotiation  of retail electric service agreements with industrial  and
large  commercial  customers.  This is due  in  large  measure  to  the
utilities'  success in reducing costs, overall load growth,  increasing
sales to all customer classes, and the regulatory treatment accorded to
negotiated  electric  service agreements.   However,  in  view  of  the
likelihood of increased competition in the electric utility business in
the  future,  there can be no assurance that the effect  of  negotiated
electric prices for industrial and large commercial customers will  not
eventually have a negative effect on the results of operations  of  the
domestic utility companies.

      During  1995,  the Council approved a resolution requiring  prior
approval of the regulatory treatment of any lost contribution to  fixed
costs as a result of incentive-rate agreements with large industrial or
commercial  customers entered into for the purposes of retaining  those
customers.   The Council's resolution also requires prior  approval  of
the  regulatory treatment of stranded costs resulting from the loss  of
large customers.

      During 1995, Entergy Louisiana received separate notices from two
large industrial customers that will proceed with proposed cogeneration
projects  for  the purpose of fulfilling their future  electric  energy
needs.    These  customers  will  continue  to  purchase  their  energy
requirements from Entergy Louisiana until their cogeneration facilities
are  completed and operational, which is expected to occur in 1997  and
1998.   After  that  time, these customers will  continue  to  purchase
energy  from  Entergy Louisiana, but at a reduced level.  During  1996,
these  two customers represented an aggregate of approximately  17%  of
total  Entergy Louisiana industrial sales, and provided  12%  of  total
industrial base revenues.

       During   1996,  Entergy  Gulf  States  entered  into  agreements
concerning  a  steam  generating station  that  historically  has  been
contractually dedicated to providing steam and cogenerated  electricity
for   a  large  industrial  customer.   Under  these  agreements,   the
generating facility was leased to the customer, but Entergy Gulf States
will continue to operate the facility.  The customer has announced that
it  will spend $190 million to make major improvements to the facility,
including  a  new 150 MW gas turbine generator.  As a result  of  these
agreements,  which  were  entered into with the  expectation  that  the
customer  otherwise  would terminate its contracts  with  Entergy  Gulf
States  and  construct  its  own generating  facilities,  Entergy  Gulf
States'  revenues  from this customer are estimated to  be  reduced  by
approximately  $33  million  annually beginning  in  August  1997,  and
Entergy  Gulf  States'  net  income  is  expected  to  be  reduced   by
approximately $15 million annually.


<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                 SIGNIFICANT FACTORS AND KNOWN TRENDS


      In  November  1996, another industrial customer of  Entergy  Gulf
States with an electrical load of approximately 31 MW ceased purchasing
electricity  from  Entergy  Gulf States  due  to  the  commencement  of
operations of a cogeneration facility.  This is expected to  result  in
an  annual  revenue  loss to Entergy Gulf States of approximately  $5.5
million,  and  an annual reduction in net income of approximately  $3.3
million.

Domestic and Foreign Investments

     Entergy Corporation seeks opportunities to expand its domestic and
foreign  businesses that are not regulated by domestic state and  local
regulatory authorities. Such business ventures currently include  power
development  and operations and retail services related to the  utility
business.   Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS  -
LIQUIDITY   AND  CAPITAL  RESOURCES"  for  a  discussion   of   Entergy
Corporation's  1996  investments in domestic and  foreign  nonregulated
businesses.  These  investments  may  involve  a  greater   risk   than
domestically   regulated   utility  enterprises.   In   1996,   Entergy
Corporation's   investments  in  domestic  and   foreign   nonregulated
investments  reduced  consolidated net income  by  approximately  $25.4
million. While such investments did not have a positive effect on  1996
earnings, management believes they will show profits in the near term.
     
     In an effort to expand into new energy-related businesses, Entergy
plans to commercialize the fiber optic telecommunications network  that
connects  system  facilities and supports its internal business  needs.
Entergy   will  provide  long-haul  fiber  optic  capacity   to   major
telecommunications carriers which, in turn, will market that service to
third  parties.  The Telecommunications Act of 1996 permits  a  company
such  as  Entergy to market such a service, subject to state and  local
regulatory  approval.  This law contains an exemption from  PUHCA  that
will permit registered utility holding companies to form and capitalize
subsidiaries   to   engage   in  telephone,   telecommunications,   and
information service businesses without SEC approval.  However, the  law
requires  that such telecommunications subsidiaries file for  exemption
with the Federal Communications Commission, and that they not engage in
transactions  with  utility  affiliates within  their  holding  company
systems  or  acquire  utility affiliates' rate-based  property  without
state or local regulatory approval.
     
       During  1996,  Entergy  Corporation's  wholly-owned  subsidiary,
Entergy  Technology  Holding Company, entered the  electronic  security
monitoring   business  through  the  acquisition  of  six  full-service
security  monitoring companies.  These companies serve an aggregate  of
approximately  80,000 customers within the states  of  North  Carolina,
South Carolina, Alabama, and Florida.  These acquisitions represent  an
investment by Entergy Corporation of approximately $83 million  in  the
security  monitoring industry, substantially all of which was  financed
by debt.
     
     In October 1995, FERC issued an order granting EWG status to EPMC,
which  was  created  in 1995 to become a buyer and seller  of  electric
energy  and  generating fuels. In February 1996, FERC approved  market-
based rate sales of electricity by EPMC.  Such approval allows EPMC  to
begin  providing  wholesale  customers  with  a  variety  of  services,
including physical trading.  An application currently is pending before
the  SEC  seeking  additional authority for EPMC to purchase  and  sell
derivative contracts relating to electricity, gas, and fuels.

      In January 1997, Entergy Corporation announced that a preliminary
agreement  had  been  reached with Maine Yankee  Atomic  Power  Company
(Maine  Yankee) for a new nonutility subsidiary of Entergy  Enterprises
to  provide  management and operations services for  the  Maine  Yankee
nuclear  plant.  Subsequently, Entergy Nuclear, Inc. (Entergy Nuclear),
a  Delaware  corporation, was organized for this purpose.  On  February
13,  1997, an agreement to provide such services for an initial  period
of  up  to  one year was executed by Entergy Nuclear and Maine  Yankee.
The  creation of Entergy Nuclear and its undertaking with Maine  Yankee
are  authorized  by existing SEC orders previously granted  to  Entergy
Enterprises.  Entergy Corporation has an application pending at the SEC
to  create  a  different  structure under which Entergy  Nuclear  would
engage in this business.
                 
<PAGE>                 
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                 SIGNIFICANT FACTORS AND KNOWN TRENDS


      On January 5, 1996, Entergy Corporation finalized its acquisition
of  CitiPower,  an  electric  distribution company  serving  Melbourne,
Australia,  and surrounding suburbs.  The purchase price  of  CitiPower
was  approximately $1.2 billion, of which $294 million  represented  an
equity investment by Entergy Corporation, and the remainder represented
debt  that is non-recourse to Entergy Corporation.  Entergy Corporation
funded  the majority of the equity portion of the investment  by  using
$230  million  of  its $300 million line of credit.   CitiPower  serves
approximately  238,000 customers, the majority of which are  commercial
customers.   At  the  time  of  the  acquisition,  CitiPower  had   846
employees.

      On December 18, 1996, Entergy made a formal cash offer to acquire
London  Electricity for $2.1 billion.  London Electricity is a regional
electric  company  serving approximately two million customers  in  the
metropolitan  area  of  London, England.  The  offer  was  approved  by
authorities in the United Kingdom and as of February 7, 1997, the offer
was  made  unconditional  and Entergy, through an  English  subsidiary,
controlled  over  90%  of  the  common shares  of  London  Electricity.
Through  procedures available under applicable law, Entergy expects  to
gain  control of 100% of the common shares of London Electricity.   The
acquisition was financed with $1.7 billion of debt that is non-recourse
to  Entergy Corporation, and $392 million of equity provided by Entergy
Corporation  from available cash and borrowings under its $300  million
line of credit.

     In 1996, Entergy made a proposal to develop, finance and construct
the  Saltend  Project,  a proposed 1,100 MW gas fired,  combined  cycle
cogeneration  plant  to  be located adjacent to the  British  Petroleum
Company chemical facility in northeast England.  The development of the
Saltend  Project is subject to the negotiation of definitive agreements
and  obtaining all necessary governmental approvals, which is  expected
to  be  accomplished  in 1997.  The total cost of this  project,  which
would  be  developed  over a period of about two  years,  currently  is
estimated to be approximately $650 million.

      On  December  20, 1996, Entergy exercised an option  to  acquire,
through  a  subsidiary, a 25% equity interest in  San  Isidro  S.A.,  a
Chilean company which is developing a 370 MW gas fired, combined  cycle
generating  facility in central Chile.  Entergy's  interest,  which  is
expected to be acquired during the first quarter of 1997, will  require
an estimated $20 million cash investment as well as a guaranty of up to
$30  million relating to the payment of the turnkey contractor for  the
San  Isidro project.  The other owner of the project, who is  also  the
developer, is Empresa Nacional de Electricidad, S.A. (ENDESA).

ANO Matters

      Entergy  Operations has made periodic inspections and repairs  on
the tubes in ANO 2's steam generators, which have experienced cracking.
In  October  1996, Entergy Corporation's Board of Directors  authorized
Entergy   Operations   to  negotiate  a  contract,   with   appropriate
cancellation  provisions, for the fabrication and  replacement  of  the
steam generators at ANO.  See Note 9 for additional information.

Deregulated Utility Operations

      Entergy Gulf States discontinued regulatory accounting principles
for  its  wholesale jurisdiction and steam department and the Louisiana
deregulated  portion of River Bend during 1989 and 1991,  respectively.
The operating income (loss) from these operations was $13.9 million  in
1996, $1.2 million in 1995, and ($5.2) million in 1994.


<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                 SIGNIFICANT FACTORS AND KNOWN TRENDS


      The  increases  in  1996  and 1995 net  income  from  deregulated
operations were principally due to increased revenues, partially offset
by  increased  depreciation.   The future  impact  of  the  deregulated
utility  operations  on  Entergy and Entergy Gulf  States'  results  of
operations  and  financial  position will depend  on  future  operating
costs,  the  efficiency and availability of generating units,  and  the
future  market for energy over the remaining life of the  assets.   The
deregulated operations will be subject to the requirements of SFAS 121,
as  discussed  in Note 1, in determining the recognition of  any  asset
impairment.

Property Tax Exemptions

      Waterford  3's local property tax exemptions expired in  December
1995.   In a March 1996 LPSC order, Entergy Louisiana was permitted  to
defer  recovery of the estimated Waterford 3 property tax from  January
1996  through  June  1996.  The order allows for the  recovery  of  the
property  tax  beginning in July 1996 and also for the  recovery,  from
July  1996 through June 1997, of the related deferral.  In April  1996,
Louisiana authorities assessed 1996 property taxes of $19.3 million  on
Waterford 3.

      River  Bend's local property tax exemptions expired  in  December
1996.   The  1997  property tax is estimated to be approximately  $13.2
million.  The tax related to the Texas jurisdiction was included in the
rate  proceeding  filed with the PUCT in November 1996.   Entergy  Gulf
States expects that the LPSC will address the accounting treatment  and
recovery  of  River  Bend's  property taxes related  to  the  Louisiana
jurisdiction  in  conjunction with the fourth  required  Merger-related
earnings review to be filed in May 1997.

Accounting Issues

      New  Accounting Standard - Entergy adopted SFAS 121,  "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed  Of"  (SFAS  121), effective January 1, 1996.   This  standard
describes  circumstances that may result in assets being  impaired  and
provides  criteria for recognition and measurement of asset impairment.
See  Notes 1 and 2 for information regarding the write-off recorded  in
1996 and potential additional impacts of the new accounting standard on
Entergy.

      Continued Application of SFAS 71 - As a result of the EPAct,  the
actions of regulators, and other factors, the electric utility industry
is moving toward a combination of competition and a modified regulatory
environment.   The  domestic  utility companies'  and  System  Energy's
financial  statements currently reflect, for the most part, assets  and
costs based on existing cost-based ratemaking regulations in accordance
with  SFAS  71,  "Accounting  for  the  Effects  of  Certain  Types  of
Regulation"  (SFAS  71).  Continued applicability of  SFAS  71  to  the
domestic  utility  companies' and System Energy's financial  statements
requires  that  rates  set by an independent regulator  on  a  cost-of-
service basis be charged to and collected from customers.

     In the event that all or a portion of a utility's operations cease
to  meet those criteria for various reasons, including deregulation,  a
change  in  the  method  of regulation, or a continued  change  in  the
competitive  environment  for  the utility's  regulated  services,  the
utility  should  discontinue application of SFAS 71  for  the  relevant
portion.   That discontinuation should be reported by elimination  from
the  balance sheet of the effects of any actions of regulators recorded
as  regulatory  assets and liabilities.   The effect  of  discontinuing
application  of  SFAS  71  would have a material  impact  on  Entergy's
financial statements.


<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                 SIGNIFICANT FACTORS AND KNOWN TRENDS


      The  domestic  utility companies' and System  Energy's  financial
statements  continue  to apply SFAS 71 for their regulated  operations,
except for those portions of Entergy Gulf States' business described in
"Deregulated  Utility  Operations" above.   Although  discussions  with
regulatory  authorities regarding retail competition have occurred  and
are  expected  to continue, management does not expect  any  definitive
outcomes  in  the  foreseeable  future, and  therefore,  the  regulated
operations  continue  to  apply SFAS 71.  See  Note  1  for  additional
discussion of Entergy's application of SFAS 71.

      Accounting for Decommissioning Costs - In February 1996, the FASB
issued  an  exposure draft of a proposed SFAS addressing the accounting
for  decommissioning  costs  of nuclear generating  units  as  well  as
liabilities  related  to  the closure and  removal  of  all  long-lived
assets.   See  Note  9  for  a discussion of proposed  changes  in  the
accounting  for decommissioning/closure costs and the potential  impact
of these changes on Entergy.

Financial Instruments

      Derivative  instruments have been used by Entergy  on  a  limited
basis.  Entergy has a policy that financial derivatives are to be  used
only to mitigate business risks and not for speculative purposes.   See
Notes   7   and  9  for  additional  information  concerning  Entergy's
derivative instruments outstanding as of December 31, 1996.


<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS
                                   
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, 1996 and 1995, and  the
related statements of consolidated income, retained earnings and  paid-
in-capital  and cash flows for each of the three years  in  the  period
ended   December  31,  1996.   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 generally accepted auditing
standards. 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, the consolidated financial statements referred to above
present  fairly,  in all material respects, the financial  position  of
Entergy Corporation and Subsidiaries as of December 31, 1996 and  1995,
and  the  results of their operations and their cash flows for each  of
the  three  years in the period ended December 31, 1996  in  conformity
with generally accepted accounting principles.

As  discussed  in Note 2 to the consolidated financial statements,  the
net  amount  of  capitalized costs for River Bend  exceed  those  costs
currently  being  recovered  through  rates.   At  December  31,  1996,
approximately  $467  million is not currently being  recovered  through
rates.   Based upon the regulatory decision on this matter, a write-off
of all or a portion of such costs may be required.

As  discussed  in Note 1 to the consolidated financial  statements,  at
January  1,  1996 the Company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived  Assets
and  for Long-Lived Assets to Be Disposed Of".   Also, as discussed  in
Note  1  to  the consolidated financial statements, in 1996  and  1995,
certain  of  the  Corporation's subsidiaries changed their  methods  of
accounting for incremental nuclear plant outage maintenance costs.

COOPERS & LYBRAND L.L.P.

New Orleans, Louisiana
February 13, 1997
                                   
<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


      On January 5, 1996, Entergy Corporation finalized its acquisition
of  CitiPower.   In accordance with the purchase method of  accounting,
the  results of operations for 1995 and 1994 of Entergy Corporation and
subsidiaries reported in its Statements of Consolidated Income and Cash
Flows  do not include CitiPower's results of operations.  See  Note  13
for additional information regarding CitiPower.

Net Income

      Consolidated net income decreased in 1996 primarily  due  to  the
$174 million net of tax write-off of River Bend rate deferrals pursuant
to SFAS 121 and the one-time recording in 1995 of the cumulative effect
of  the  change in accounting method for incremental nuclear  refueling
outage  maintenance  costs at Entergy Arkansas.  The  effect  of  these
items  was  partially  offset by the reversal  of  a  Cajun-River  Bend
litigation accrual at Entergy Gulf States.  Excluding these items,  net
income  would  have increased 17% due to decreased other operation  and
maintenance expenses for domestic regulated operations as a  result  of
restructuring programs, as discussed in Note 12, and ongoing efficiency
improvement programs throughout Entergy.

      Consolidated  net  income  increased in  1995  due  primarily  to
increased  electric operating revenues, decreased other  operation  and
maintenance expenses, the onetime recording of the cumulative effect of
the  change  in  accounting  method for incremental  nuclear  refueling
outage  maintenance  costs at Entergy Arkansas, and decreased  interest
expense,  partially  offset  by increased income  taxes  and  decreased
miscellaneous income - net.

      Significant  factors  affecting the  results  of  operations  and
causing  variances  between the years 1996 and 1995,  and  between  the
years  1995  and  1994,  are  discussed  under  "Revenues  and  Sales,"
"Expenses," and "Other" below.

Revenues and Sales

      See  "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON,"  following
the  financial  statements, for information on  operating  revenues  by
source and kWh sales.

      The  changes in electric operating revenues for the twelve months
ended December 31, 1996 and 1995, are as follows:

                                                  Increase/
                                                  (Decrease)
                     Description                1996      1995
                                                 (In Millions)
                                                             
          Change in base revenues              ($117.5)    $6.6
          Rate riders                              1.8     15.3
          Fuel cost recovery                     382.3    (28.0)
          Sales volume/weather                   108.0    141.3
          Other revenue (including unbilled)     (49.3)     4.3
          Sales for resale                        37.6     35.6
          System Energy-FERC Settlement              -    120.5
                                                ------   ------
          Total                                 $362.9   $295.6
                                                ======   ======

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS
                                   
                                   
      Electric  operating revenues increased in 1996  as  a  result  of
higher fuel adjustment revenues, which do not affect net income, and an
increase in retail energy sales, partially offset by rate reductions at
various  domestic utility companies.  The increase in retail  sales  is
primarily the result of an increase in customers and customer usage.

      Electric operating revenues increased in 1995 as a result  of  an
increase  in  retail  energy  sales,  the  effects  of  the  1994  FERC
Settlement, and increased wholesale revenues, partially offset by  rate
reductions  at Entergy Gulf States, Entergy Louisiana, and Entergy  New
Orleans  and lower fuel adjustment revenues.  Warmer weather  and  non-
weather  related volume growth contributed equally to the  increase  in
retail  electric energy sales.  The increase in sales  for  resale  was
primarily  from  increased energy sales outside  of  Entergy's  service
area.   The  increase in other revenues was due to the effects  of  the
1994 FERC Settlement and the 1994 NOPSI Settlement.

      Gas  operating  revenues increased in 1996  due  to  higher  unit
purchase  prices  for gas purchased for resale and colder  than  normal
weather in the first quarter of 1996.

       Nonregulated   and  foreign-energy  related  business   revenues
increased  in 1996 due primarily to the acquisition of CitiPower.   See
Note 13 for additional information regarding CitiPower.

Expenses

      Operating  expenses  for 1996 include the operating  expenses  of
CitiPower,  which  were  not  included  in  the  prior  year  financial
statements.    See   Note  13  for  additional  information   regarding
CitiPower.   Excluding  the operating expenses of CitiPower,  Entergy's
operating   expenses  increased  in  1996.   The  following  discussion
excludes the impact of the acquisition of CitiPower.

      In  1996, fuel and purchased power expenses increased as a result
of  higher fuel costs and an increase in energy sales.  Other operation
and maintenance expenses decreased in 1996 due to lower payroll-related
expenses,  resulting from restructuring programs as discussed  in  Note
12,  in  addition to ongoing operating efficiency improvement  programs
throughout Entergy.  Rate deferrals charged against operating  expenses
in  1996 represent the deferral of Waterford 3 local property taxes and
the  deferral of a portion of the proposed System Energy rate  increase
at  Entergy  Mississippi  and Entergy New Orleans.   Nuclear  refueling
outage expenses decreased primarily due to the effect of deferring  the
nuclear refueling outage expenses at Grand Gulf 1 in the fourth quarter
of  1996  rather  than  recognizing those expenses  as  incurred.   The
majority  of  the  increase in decommissioning costs  and  depreciation
rates is reflected in the 1995 System Energy FERC rate increase filing,
subject  to  refund.  See Note 2 for a discussion of the proposed  rate
increase.

      Operating  expenses decreased in 1995 primarily  due  to  reduced
other   operation  and  maintenance  expenses.   Other  operation   and
maintenance   expenses  decreased  because  of  lower   payroll-related
expenses resulting from the restructuring program discussed in Note  12
and  1994 Merger-related costs.  The decrease in operating expenses was
partially  offset by an increase in nuclear refueling  outage  expenses
due  to a 1995 refueling outage at Grand Gulf 1 and the adoption of the
change in accounting method at Entergy Arkansas.

      Excluding  CitiPower, interest on long-term  debt  decreased  for
1996,  due  primarily to ongoing retirement and refinancing  of  higher
cost  debt  at  the  domestic  utility  companies  and  System  Energy.
Borrowings  by Entergy Corporation from a $300 million line  of  credit
related  to CitiPower investment contributed to the increase  in  other
interest-net in 1996.


<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


      Interest  charges decreased in 1995 as a result of the retirement
and refinancing of higher cost long-term debt.

      Preferred dividend requirements decreased in 1996 and 1995 due to
stock redemption activities.

Other

      Miscellaneous other income - net decreased in 1996 as a result of
the  write-off of River Bend rate deferrals pursuant to  SFAS  121,  as
discussed in Note 2, and a decrease in Grand Gulf 1 carrying charges at
Entergy  Arkansas  due to a decline in the deferral balance,  partially
offset  by  the  Entergy Gulf States' reversal of  a  Cajun-River  Bend
litigation  accrual. Income tax expense increased due to higher  pretax
income  excluding the River Bend rate deferral write-off and the  prior
year change in accounting method.

      Miscellaneous other income - net decreased in 1995 due  primarily
to expansion activities in nonregulated businesses.  Income tax expense
increased  in 1995 due to higher pretax income and the effects  of  the
1994 FERC Settlement.
<PAGE>

</TABLE>
<TABLE>
<CAPTION>

             ENTERGY CORPORATION AND SUBSIDIARIES
              STATEMENTS OF CONSOLIDATED INCOME

                                                                       For the Years Ended December 31,
                                                                     1996            1995            1994
                                                                       (In Thousands, Except Share Data)
<S>
Operating Revenues:                                               <C>             <C>             <C>
  Electric                                                        $6,450,940      $6,088,018      $5,792,410
  Natural gas                                                        134,456         103,992         118,962
  Steam products                                                      59,143          49,295          46,559
  Nonregulated and foreign energy-related businessess                518,987          45,901          23,889
                                                                  ----------      ----------      ----------
        Total                                                      7,163,526       6,287,206       5,981,820
                                                                  ----------      ----------      ----------
Operating Expenses:
  Operation and maintenance:
     Fuel, fuel-related expenses, and
       gas purchased for resale                                    1,635,885       1,395,889       1,450,598
     Purchased power                                                 704,744         356,596         340,067
     Nuclear refueling outage expenses                                55,148          84,972          63,979
     Other operation and maintenance                               1,577,383       1,528,351       1,613,313
  Depreciation, amortization, and decommissioning                    790,948         695,865         659,142
  Taxes other than income taxes                                      353,270         300,120         284,349
  Rate deferrals                                                     (33,874)              -               -
  Amortization of rate deferrals                                     401,301         408,087         399,121
                                                                  ----------      ----------      ----------
        Total                                                      5,484,805       4,769,880       4,810,569
                                                                  ----------      ----------      ----------
Operating Income                                                   1,678,721       1,517,326       1,171,251
                                                                  ----------      ----------      ----------
Other Income (Deductions):
  Allowance for equity funds used
   during construction                                                 9,951           9,629          11,903
  Write-off of River Bend rate deferrals                            (194,498)              -               -
  Miscellaneous - net                                                137,583          30,993          50,086
                                                                  ----------      ----------      ----------
        Total                                                        (46,964)         40,622          61,989
                                                                  ----------      ----------      ----------
Interest Charges:
  Interest on long-term debt                                         674,532         633,851         665,541
  Other interest - net                                                49,053          33,749          22,354
  Distributions on preferred securities of subsidiary                  4,797               -               -
  Allowance for borrowed funds used                               
   during construction                                                (8,347)         (8,368)         (9,938)
  Preferred and preference dividend requirements of
   subsidiaries and other                                             70,536          77,969          81,718
                                                                  ----------      ----------      ----------
        Total                                                        790,571         737,201         759,675
                                                                  ----------      ----------      ----------
Income Before Income Taxes                                           841,186         820,747         473,565

Income Taxes                                                         421,159         336,182         131,724
                                                                  ----------      ----------      ----------
Income before the Cumulative Effect
 of Accounting Changes                                               420,027         484,565         341,841

Cumulative Effect of Accounting
 Changes (net of income taxes)                                             -          35,415               -
                                                                  ----------      ----------      ----------
Net Income                                                          $420,027        $519,980        $341,841
                                                                  ==========      ==========      ==========
Earnings per average common share
 before cumulative effect of
 accounting changes                                                    $1.83           $2.13           $1.49
Earnings per average common share                                      $1.83           $2.28           $1.49
Dividends declared per common share                                    $1.80           $1.80           $1.80
Average number of common shares
 outstanding                                                     229,084,241     227,669,970     228,734,843

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                     ENTERGY CORPORATION AND SUBSIDIARIES
                    STATEMENTS OF CONSOLIDATED CASH FLOWS


                                                                                    For the Years Ended December 31,
                                                                                   1996          1995          1994
                                                                                            (In Thousands)
<S>                                                                                <C>           <C>           <C>
Operating Activities:
  Net income                                                                       $420,027      $519,980      $341,841
  Noncash items included in net income:
    Write-off of River Bend rate deferrals                                          194,498             -             -
    Cumulative effect of a change in accounting principle                                 -       (35,415)            -
    Change in rate deferrals/excess capacity-net                                    423,036       390,177       394,344
    Depreciation, amortization, and decommissioning                                 790,948       695,865       659,142
    Deferred income taxes and investment tax credits                                 76,920       (31,006)     (151,731)
    Allowance for equity funds used during construction                              (9,951)       (9,629)      (11,903)
    Amortization of deferred revenues                                                     -             -       (14,632)
  Changes in working capital:
    Receivables                                                                     (30,322)      (30,550)         (382)
    Fuel inventory                                                                  (17,220)      (28,956)       16,993
    Accounts payable                                                                  4,011       (19,124)       65,776
    Taxes accrued                                                                   (27,488)      115,250       (25,689)
    Interest accrued                                                                  7,176          (194)      (15,255)
    Other working capital accounts                                                 (121,692)      (85,454)      126,058
  Change in other regulatory assets                                                 (85,051)       (3,876)      (33,032)
  Decommissioning trust contributions                                               (52,204)      (37,756)      (24,755)
  Provision for estimated losses and reserves                                        31,063       (37,752)       79,494
  Other                                                                            (146,238)       24,153       151,649
                                                                                 ----------    ----------    ----------
    Net cash flow provided by operating activities                                1,457,513     1,425,713     1,557,918
                                                                                 ----------    ----------    ----------
Investing Activities:
  Construction/capital expenditures                                                (571,890)     (618,436)     (676,180)
  Allowance for equity funds used during construction                                 9,951         9,629        11,903
  Nuclear fuel purchases                                                           (123,929)     (207,501)     (179,932)
  Proceeds from sale/leaseback of nuclear fuel                                      109,980       226,607       128,675
  Acquisition of CitiPower                                                       (1,156,112)            -             -
  Investment in nonregulated/nonutility properties                                  (76,091)     (172,814)      (49,859)
  Proceeds from sale of Hub River stock                                              26,955             -             -
  Proceeds from sale of Independence 2                                               39,398             -             -
  Proceeds from sale of nonutility property                                               -             -        26,000
  Other                                                                             (32,619)      (28,982)      (20,151)
                                                                                 ----------    ----------    ----------
    Net cash flow used in investing activities                                   (1,774,357)     (791,497)     (759,544)
                                                                                 ----------    ----------    ----------

Financing Activities:
  Proceeds from the issuance of:
    General and refunding mortgage bonds                                             39,608       109,285        24,534
    First mortgage bonds                                                            431,906             -        59,410
    Bank notes and other long-term debt                                           1,066,858       273,542       164,699
    Common Stock                                                                    118,087             -             -
    Preferred securities of subsidiaries' trusts                                    125,963             -             -
  Retirement of:
    First mortgage bonds                                                           (821,575)     (225,800)     (303,800)
    General and refunding mortgage bonds                                            (56,000)      (69,200)      (45,000)
    Other long-term debt                                                           (145,110)     (221,043)     (148,962)
  Premium and expense on refinancing sale/leaseback bonds                                 -             -       (48,497)
  Repurchase of common stock                                                              -             -      (119,486)
  Redemption of preferred stock                                                    (157,503)      (46,564)      (49,091)
  Changes in short-term borrowings - net                                            (24,981)     (126,200)      128,200
  Common stock dividends paid                                                      (405,346)     (408,553)     (410,223)
                                                                                 ----------    ----------    ----------
    Net cash flow provided by (used in) financing activities                        171,907      (714,533)     (748,216)
                                                                                 ----------    ----------    ----------
Effect of exchange rates on cash and cash equivalents                                    50             -             -
                                                                                 ----------    ----------    ----------
Net increase (decrease) in cash and cash equivalents                               (144,887)      (80,317)       50,158

Cash and cash equivalents at beginning of period                                    533,590       613,907       563,749
                                                                                 ----------    ----------    ----------
Cash and cash equivalents at end of period                                         $388,703      $533,590      $613,907
                                                                                 ==========    ==========    ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                           $677,535      $626,531      $660,150
    Income taxes                                                                   $373,247      $285,738      $218,667
  Noncash investing and financing activities:
     Capital lease obligations incurred                                             $16,358             -       $88,574
     Change in unrealized appreciation (depreciation) of
       decommissioning trust assets                                                  $7,803       $16,614       ($2,198)
     Acquisition of nuclear fuel                                                    $47,695             -             -

See Notes to Financial Statements.

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

             ENTERGY CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS
                            ASSETS

                                                                           December 31,
                                                                       1996             1995
                                                                         (In Thousands)
<S>                                                             <C>              <C>
Current Assets:
  Cash and cash equivalents:
    Cash                                                            $34,807          $42,822
    Temporary cash investments - at cost,
      which approximates market                                     346,782          490,768
    Special deposits                                                  7,114                -
                                                                -----------      -----------
           Total cash and cash equivalents                          388,703          533,590
  Notes receivable                                                    1,384            6,907
  Accounts receivable:
    Customer (less allowance for doubtful accounts of
       $9.2 million in 1996 and $7.1 million in 1995)               324,687          333,343
    Other                                                            99,066           59,176
    Accrued unbilled revenues                                       351,429          293,461
  Deferred fuel                                                     122,184           25,924
  Fuel inventory                                                    139,603          122,167
  Materials and supplies - at average cost                          339,622          345,330
  Rate deferrals                                                    444,543          420,221
  Prepayments and other                                             151,312          175,121
                                                                -----------      -----------
           Total                                                  2,362,533        2,315,240
                                                                -----------      -----------
Other Property and Investments:
  Decommissioning trust funds                                       357,962          277,716
  Nonregulated investments                                          513,058          372,453
  Other                                                              59,053           62,166
                                                                -----------      -----------
           Total                                                    930,073          712,335
                                                                -----------      -----------
Utility Plant:
  Electric                                                       22,811,164       21,698,593
  Plant acquisition adjustment - Entergy Gulf States                455,425          471,690
  Electric plant under leases                                       679,991          675,425
  Property under capital leases - electric                          147,277          145,146
  Natural gas                                                       168,143          166,872
  Steam products                                                     81,743           77,551
  Construction work in progress                                     401,676          482,950
  Nuclear fuel under capital leases                                 250,651          312,782
  Nuclear fuel                                                      112,625           49,100
                                                                -----------      -----------
           Total                                                 25,108,695       24,080,109
  Less - accumulated depreciation and amortization                8,885,572        8,259,318
                                                                -----------      -----------
           Utility plant - net                                   16,223,123       15,820,791
                                                                -----------      -----------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                  399,493        1,033,282
    SFAS 109 regulatory asset - net                               1,196,041        1,279,495
    Unamortized loss on reacquired debt                             217,664          224,131
    Other regulatory assets                                         435,652          350,601
  Long-term receivables                                             216,082          224,726
  CitiPower license (net of $15.6 million of amortization)          606,214                -
  Other                                                             379,419          305,329
                                                                -----------      -----------
           Total                                                  3,450,565        3,417,564
                                                                -----------      -----------
           TOTAL                                                $22,966,294      $22,265,930
                                                                ===========      ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

             ENTERGY CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS
                LIABILITIES AND CAPITALIZATION

                                                                           December 31,
                                                                      1996             1995
                                                                         (In Thousands)
<S>                                                             <C>              <C>
Current Liabilities:
  Currently maturing long-term debt                                $345,620         $558,650
  Notes payable                                                      20,686           45,667
  Accounts payable                                                  554,558          460,379
  Customer deposits                                                 155,534          140,054
  Taxes accrued                                                     180,340          207,828
  Accumulated deferred income taxes                                  78,010           72,847
  Interest accrued                                                  203,425          195,445
  Dividends declared                                                  8,950           12,194
  Obligations under capital leases                                  151,287          151,140
  Other                                                             184,157          247,039
                                                                -----------      -----------
           Total                                                  1,882,567        2,091,243
                                                                -----------      -----------
Deferred Credits and Other Liabilities:
  Accumulated deferred income taxes                               3,770,760        3,777,644
  Accumulated deferred investment tax credits                       607,641          612,701
  Obligations under capital leases                                  247,360          303,664
  Other                                                           1,298,306        1,277,419
                                                                -----------      -----------
           Total                                                  5,924,067        5,971,428
                                                                -----------      -----------
Long-term debt                                                    7,590,804        6,777,124
Subsidiaries' preferred stock with sinking fund                     216,986          253,460
Subsidiary's preference stock                                       150,000          150,000
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                  130,000                -

Shareholders' Equity:
  Subsidiaries' preferred stock without sinking fund                430,955          550,955
  Common stock, $.01 par value, authorized 500,000,000
     shares; issued 234,456,457 shares in 1996 and
     230,017,485 shares in 1995                                       2,345            2,300
   Paid-in capital                                                4,320,591        4,201,483
   Retained earnings                                              2,341,703        2,335,579
  Cumulative foreign currency translation                            21,725                -
   Less - treasury stock (1,496,118 shares in 1996 and
    2,251,318 in 1995)                                               45,449           67,642
                                                                -----------      -----------
           Total                                                  7,071,870        7,022,675
                                                                -----------      -----------
Commitments and Contingencies (Notes 2, 9, 10, and 16)

           TOTAL                                                 $22,966,294     $22,265,930
                                                                 ===========     ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
        ENTERGY CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED RETAINED EARNINGS AND PAID-IN CAPITAL


                                                           For the Years Ended December 31,
                                                          1996          1995          1994
                                                                    (In Thousands)
<S>                                                     <C>           <C>           <C>
Retained Earnings, January 1                            $2,335,579    $2,223,739    $2,310,082
  Add:
    Net income                                             420,027       519,980       341,841
                                                        ----------    ----------    ----------
        Total                                            2,755,606     2,743,719     2,651,923
  Deduct:                                               ----------    ----------    ----------
    Dividends declared on common stock                     412,250       409,801       411,806
    Common stock retirements                                    -             -         13,940
    Capital stock and other expenses                         1,653        (1,661)        2,438
                                                        ----------    ----------    ----------
        Total                                              413,903       408,140       428,184
                                                        ----------    ----------    ----------
Retained Earnings, December 31                          $2,341,703    $2,335,579    $2,223,739
                                                        ==========    ==========    ==========



Paid-in Capital, January 1                              $4,201,483    $4,202,134    $4,223,682
  Add:
    Gain (loss) on reacquisition of
      subsidiaries' preferred stock                          1,795           (26)          (23)
   Common stock issuances related to stock plans           117,560        (3,002)           -
                                                        ----------    ----------    ----------
     Total                                               4,320,838     4,199,106     4,223,659
                                                        ----------    ----------    ----------
  Deduct:
    Common stock retirements                                    -             -         22,468
    Capital stock discounts and other expenses                 247        (2,377)         (943)
                                                        ----------    ----------    ----------
       Total                                                   247        (2,377)       21,525
                                                        ----------    ----------    ----------
Paid-in Capital, December 31                            $4,320,591    $4,201,483    $4,202,134
                                                        ==========    ==========    ==========

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>                 
<CAPTION>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
 
                                          1996          1995          1994         1993         1992
                                                    (In Thousands, Except Per Share Amounts)
<S>                                   <C>           <C>           <C>          <C>          <C>
Operating revenues                    $ 7,163,526   $ 6,287,206   $ 5,981,820  $ 4,475,224  $ 4,098,332
Income before cumulative                                                                      
  effect of a change in                                                                       
  accounting principle                $   420,027   $   484,565   $   341,841  $   458,089  $   437,637
Earnings per share before                                                                     
  cumulative effect of accounting                                                             
  changes                             $      1.83   $      2.13   $      1.49  $      2.62  $      2.48
Dividends declared per share          $      1.80   $      1.80   $      1.80  $      1.65  $      1.45
Return on average common equity             6.41%         8.11%         5.31%       12.58%       10.31%
Book value per share, year-end (2)    $     28.51   $     28.41   $     27.93  $     28.27  $     24.35
Total assets (2)                      $22,966,294   $22,265,930   $22,621,874  $22,876,697  $14,239,537
Long-term obligations (1)(2)          $ 8,335,150   $ 7,484,248   $ 7,817,366  $ 8,177,882  $ 5,630,505


</TABLE>

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

(2)  1993 amounts include the effects of the Merger in accordance with
     the purchase method of accounting for combinations.
                               
<TABLE>                               
<CAPTION>
                               1996          1995         1994         1993         1992
                                                      (In Thousands)
<S>                         <C>          <C>           <C>          <C>          <C>
Electric Operating                                                                       
Revenues:
   Residential              $2,277,647   $2,177,348    $2,127,820   $1,594,515   $1,441,628
   Commercial                1,573,251    1,491,818     1,500,462    1,071,070    1,008,474
   Industrial                1,987,640    1,810,045     1,834,155    1,197,695    1,098,147
   Governmental                169,287      154,032       159,840      136,471      127,880
                            ---------------------------------------------------------------
     Total retail            6,007,825    5,633,243     5,622,277    3,999,751    3,676,129
   Sales for resale            376,011      334,874       293,702      280,505      243,507
   Other (1)                    67,104      119,901      (123,569)      88,713       96,971
                            ---------------------------------------------------------------
     Total                  $6,450,940   $6,088,018    $5,792,410   $4,368,969   $4,016,607
                            ===============================================================
Billed Electric Energy                                                                    
 Sales (Millions of kWh):                                                                   
   Residential                  28,303       27,704        26,231       18,946       17,549
   Commercial                   21,234       20,719        20,050       13,420       12,928
   Industrial                   44,340       42,260        41,030       24,889       23,610
   Governmental                  2,449        2,311         2,233        1,887        1,839
                            ---------------------------------------------------------------
     Total retail               96,326       92,994        89,544       59,142       55,926
   Sales for resale             10,583       10,471         7,908        8,291        7,979
                            ---------------------------------------------------------------
     Total                     106,909      103,465        97,452       67,433       63,905
                            ===============================================================
</TABLE>

(1)1994 includes the effects of the FERC Settlement, the 1994 NOPSI
   Settlement, and an Entergy Gulf States reserve for rate refund.

<PAGE>

                   REPORT OF INDEPENDENT ACCOUNTANTS


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


We  have  audited the accompanying balance sheets of Entergy  Arkansas,
Inc.  (formerly Arkansas Power & Light Company) as of December 31, 1996
and  1995, and the related statements of income, retained earnings  and
cash flows for each of the three years in the period ended December 31,
1996.   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 generally accepted auditing
standards. 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,  the financial statements referred to  above  present
fairly, in all material respects, the financial position of the Company
as of December 31, 1996 and 1995, and the results of its operations and
its cash flows for each of the three years in the period ended December
31, 1996 in conformity with generally accepted accounting principles.

As discussed in Note 1 to the financial statements, in 1995 the Company
changed  its method of accounting for incremental nuclear plant  outage
maintenance costs.


COOPERS & LYBRAND L.L.P.

New Orleans, Louisiana
February 13, 1997

                                   
<PAGE>
                        ENTERGY ARKANSAS, INC.
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


Net Income

      Net  income  decreased  in  1996 due  primarily  to  the  onetime
recording  of the cumulative effect of the change in accounting  method
in  1995 for incremental nuclear refueling outage maintenance costs  as
discussed  in Note 1.  Excluding the above mentioned item,  net  income
would  have  increased  $21.1 million in  1996  principally  due  to  a
decrease in other operation and maintenance expenses.

      Net  income  increased  in  1995 due  primarily  to  the  onetime
recording  of the cumulative effect of the change in accounting  method
for  incremental nuclear refueling outage maintenance costs.  Excluding
the  above  mentioned  item, net income for 1995 decreased  due  to  an
increase  in  depreciation, amortization, and decommissioning  expenses
and  income  tax expense offset by an increase in revenues from  retail
energy  sales  and  a  decrease  in  other  operation  and  maintenance
expenses.

      Significant  factors  affecting the  results  of  operations  and
causing  variances  between the years 1996 and 1995,  and  between  the
years  1995  and  1994,  are  discussed  under  "Revenues  and  Sales,"
"Expenses," and "Other" below.

Revenues and Sales

      See  "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON,"  following
the  financial  statements, for information on  operating  revenues  by
source and kWh sales.

      The  changes in electric operating revenues for the twelve months
ended December 31, 1996, and 1995 are as follows:
                                                        Increase/
                                                       (Decrease)
                      Description                     1996    1995
                                                     (In Millions)
                                                                 
        Change in base revenues                     ($10.1)   ($3.4)
        Rate riders                                   (5.3)    15.9
        Fuel cost recovery                             8.0     25.1
        Sales volume/weather                          19.5     38.2
        Other revenue (including unbilled)            (7.1)     9.7
        Sales for resale                              90.2    (28.0)
                                                     -----    -----
        Total                                        $95.2    $57.5
                                                     =====    =====        

      Electric  operating revenues increased for 1996 due primarily  to
increased  sales for resale and retail energy sales.  The  increase  in
sales  for resale is due to higher generation availability compared  to
1995.   The  increase  in retail energy sales resulted  from  increased
customer  usage,  partially  attributable to  more  severe  weather  as
compared to 1995.

<PAGE>
                        ENTERGY ARKANSAS, INC.
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


      Electric  operating revenues increased for 1995 due primarily  to
increased  retail  energy sales and fuel adjustment revenues  partially
offset by a decrease in sales for resale to associated companies.   The
increase in sales volume/weather resulted from increased customers  and
associated  usage, while the remainder resulted from warmer weather  in
the  summer  months.   The decrease in sales for resale  to  associated
companies  was  caused  by  changes  in  generation  availability   and
requirements among the domestic utility companies.

Expenses

      Operating  expenses increased in 1996 because of an  increase  in
fuel,  and  purchased  power  expenses,  partially  offset  by  reduced
amortization  of previous rate deferrals and decreased other  operation
and  maintenance  expenses.  The increase in fuel and  purchased  power
expenses  is  largely  due to an increase in generation  and  purchases
related  to  the  increase in sales for resale. The decrease  in  other
operation   and  maintenance  expenses  resulted  from  lower   payroll
expenses.   Payroll  expenses decreased as a  result  of  restructuring
costs recorded in 1995 and the resulting decrease in employees.

      Operating  expenses increased in 1995 because of an  increase  in
depreciation, amortization, and decommissioning expenses, offset  by  a
decrease  in  other operation and maintenance expenses.   Depreciation,
amortization, and decommissioning expenses increased primarily  due  to
additions  and  upgrades  at ANO and additions to  transmission  lines,
substations,  and  other  equipment.   Also,  decommissioning   expense
increased  due to the implementation of the decommissioning rate  rider
which  resulted from the decommissioning study performed in 1994.   The
decrease in other operation and maintenance expenses is largely due  to
restructuring costs and storm damage costs recorded in 1994 .

Other

      Miscellaneous other income - net decreased in 1996 due to reduced
Grand  Gulf 1 carrying charges as a result of a decline in the deferral
balance.  Income tax expense increased in 1996 because of higher pretax
income.

      Income tax expense increased in 1995 primarily due to the  write-
off   in  1994  of investment tax credits in accordance with  the  FERC
Settlement.   Income tax expense also increased due to  higher  pre-tax
income in 1995.

<PAGE>
<TABLE>
<CAPTION>
                    ENTERGY ARKANSAS, INC.
                     STATEMENTS OF INCOME

                                                                        For the Years Ended December 31,
                                                                     1996            1995            1994
                                                                                (In Thousands)

<S>                                                               <C>             <C>             <C>
Operating Revenues                                                $1,743,433      $1,648,233      $1,590,742
                                                                  ----------      ----------      ----------

Operating Expenses:
  Operation and maintenance:
     Fuel, fuel-related expenses, and
       gas purchased for resale                                      257,008         231,619         261,932
     Purchased power                                                 432,825         363,199         328,379
     Nuclear refueling outage expenses                                29,365          31,754          33,107
     Other operation and maintenance                                 358,789         375,059         390,472
  Depreciation, amortization, and decommissioning                    167,878         162,087         149,878
  Taxes other than income taxes                                       37,688          38,319          33,610
  Amortization of rate deferrals                                     149,730         174,329         166,793
                                                                  ----------      ----------      ----------
        Total                                                      1,433,283       1,376,366       1,364,171
                                                                  ----------      ----------      ----------
Operating Income                                                     310,150         271,867         226,571
                                                                  ----------      ----------      ----------
Other Income:
  Allowance for equity funds used
   during construction                                                 3,886           3,567           4,001
  Miscellaneous - net                                                 32,591          46,227          48,049
                                                                  ----------      ----------      ----------
        Total                                                         36,477          49,794          52,050
                                                                  ----------      ----------      ----------
Interest Charges:
  Interest on long-term debt                                          98,531         106,853         106,001
  Other interest - net                                                 6,257           8,485           4,811
  Distributions on preferred securities of subsidiary                  1,927               -               -
  Allowance for borrowed funds used
   during construction                                                (2,330)         (2,424)         (3,674)
                                                                  ----------      ----------      ----------
        Total                                                        104,385         112,914         107,138
                                                                  ----------      ----------      ----------
Income Before Income Taxes                                           242,242         208,747         171,483

Income Taxes                                                          84,444          72,082          29,220
                                                                  ----------      ----------      ----------
Income before the Cumulative Effect
 of Accounting Changes                                               157,798         136,665         142,263

Cumulative Effect of Accounting
 Changes (net of income taxes)                                             -          35,415               -
                                                                  ----------      ----------      ----------
Net Income                                                           157,798         172,080         142,263

Preferred Stock Dividend Requirements
  and Other                                                           16,110          18,093          19,275
                                                                  ----------      ----------      ----------
Earnings Applicable to Common Stock                                 $141,688        $153,987        $122,988
                                                                  ==========      ==========      ==========

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                            ENTERGY ARKANSAS, INC.
                           STATEMENTS OF CASH FLOWS

                                                                                     For the Years Ended December 31,
                                                                                     1996          1995          1994
                                                                                             (In Thousands)
<S>                                                                                <C>           <C>           <C>
Operating Activities:
  Net income                                                                       $157,798      $172,080      $142,263
  Noncash items included in net income:
    Cumulative effect of a change in accounting principle                                 -       (35,415)            -
    Change in rate deferrals/excess capacity-net                                    139,701       125,504       102,959
    Depreciation, amortization, and decommissioning                                 167,878       162,087       149,878
    Deferred income taxes and investment tax credits                                (46,026)      (33,882)      (54,080)
    Allowance for equity funds used during construction                              (3,886)       (3,567)       (4,001)
  Changes in working capital:
    Receivables                                                                      (4,292)      (39,209)       10,817
    Fuel inventory                                                                      137       (22,895)       17,359
    Accounts payable                                                                 (1,112)       55,732       (32,114)
    Taxes accrued                                                                    14,035        (5,080)        2,226
    Interest accrued                                                                 (2,615)         (824)         (346)
    Other working capital accounts                                                   (7,529)      (28,375)       20,324
  Decommissioning trust contributions                                               (18,961)      (16,702)      (11,581)
  Provision for estimated losses and reserves                                         4,125         2,849        16,617
  Other                                                                             (22,675)        6,055        (4,744)
                                                                                   --------      --------      --------
    Net cash flow provided by operating activities                                  376,578       338,358       355,577
                                                                                   --------      --------      -------- 
Investing Activities:
  Construction expenditures                                                        (145,529)     (165,071)     (179,116)
  Allowance for equity funds used during construction                                 3,886         3,567         4,001
  Nuclear fuel purchases                                                            (26,084)      (41,219)      (40,074)
  Proceeds from sale/leaseback of nuclear fuel                                       25,451        41,832        40,074
                                                                                   --------      --------      -------- 
    Net cash flow used in investing activities                                     (142,276)     (160,891)     (175,115)
                                                                                   --------      --------      -------- 
Financing Activities:
  Proceeds from issuance of:
     First mortgage bonds                                                            84,256             -             -
     Other long-term debt                                                                 -       118,662        27,992
     Preferred securities of subsidiary trust                                        58,168             -             -
  Retirement of:
     First mortgage bonds                                                          (112,807)      (25,800)         (800)
     Other long-term debt                                                            (1,700)     (124,025)      (30,231)
  Redemption of preferred stock                                                     (69,624)       (9,500)      (11,500)
Changes in short-term borrowings - net                                                    -       (34,000)       12,605
  Dividends paid:
    Common stock                                                                   (142,800)     (153,400)      (80,000)
    Preferred stock                                                                 (17,736)      (18,362)      (19,597)
                                                                                   --------      --------      -------- 
    Net cash flow used in financing activities                                     (202,243)     (246,425)     (101,531)
                                                                                   --------      --------      -------- 
Net increase (decrease) in cash and cash equivalents                                 32,059       (68,958)       78,931

Cash and cash equivalents at beginning of period                                     11,798        80,756         1,825
                                                                                   --------      --------      -------- 
Cash and cash equivalents at end of period                                          $43,857       $11,798       $80,756
                                                                                   ========      ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                            $94,662      $102,851       $98,787
    Income taxes                                                                   $110,211      $113,080       $79,553
  Noncash investing and financing activities:
    Capital lease obligations incurred                                              $16,358             -       $47,719
    Acquisition of nuclear fuel                                                     $27,500             -             -
    Change in unrealized appreciation of
     decommissioning trust assets                                                    $5,968        $9,128        $1,361

See Notes to Financial Statements.
</TABLE>
<PAGE>                    
<TABLE>
<CAPTION>
                    
                    ENTERGY ARKANSAS, INC.
                        BALANCE SHEETS
                            ASSETS

                                                                             December 31,
                                                                        1996             1995
                                                                           (In Thousands)
<S>                                                                <C>              <C>
Current Assets:
  Cash and cash equivalents:
    Cash                                                               $5,117           $7,780
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                           17,462              908
        Other                                                          21,278            3,110
                                                                   ----------       ----------
           Total cash and cash equivalents                             43,857           11,798
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $2.3 million in 1996 and $2.1 million in 1995)                 71,144           81,686
    Associated companies                                               45,303           40,577
    Other                                                               5,862            6,962
    Accrued unbilled revenues                                         104,764           93,556
  Fuel inventory - at average cost                                     57,319           57,456
  Materials and supplies - at average cost                             72,976           75,030
  Rate deferrals                                                      153,141          131,634
  Deferred excess capacity                                              9,005           11,088
  Deferred nuclear refueling outage costs                              24,534           32,824
  Prepayments and other                                                 7,491            8,974
                                                                   ----------       ----------
           Total                                                      595,396          551,585
                                                                   ----------       ----------
Other Property and Investments:
  Investment in subsidiary companies - at equity                       11,211           11,122
  Decommissioning trust fund                                          203,274          166,832
  Other - at cost (less accumulated depreciation)                       5,058            5,085
                                                                   ----------       ----------
           Total                                                      219,543          183,039
                                                                   ----------       ----------
Utility Plant:
  Electric                                                          4,578,728        4,438,519
  Property under capital leases                                        57,869           48,968
  Construction work in progress                                        83,524          119,874
  Nuclear fuel under capital lease                                     79,103           98,691
  Nuclear fuel                                                         27,500                -
                                                                   ----------       ----------
           Total                                                    4,826,724        4,706,052
  Less - accumulated depreciation and amortization                  1,976,204        1,846,112
                                                                   ----------       ----------
           Utility plant - net                                      2,850,520        2,859,940
                                                                   ----------       ----------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                     75,249          228,390
    Deferred excess capacity                                                -            5,984
    SFAS 109 regulatory asset - net                                   244,767          219,906
    Unamortized loss on reacquired debt                                56,664           58,684
    Other regulatory assets                                            80,257           68,160
  Other                                                                31,421           28,727
                                                                   ----------       ----------
           Total                                                      488,358          609,851
                                                                   ----------       ----------
           TOTAL                                                   $4,153,817       $4,204,415
                                                                   ==========       ==========
See Notes to Financial Statements.

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

                    ENTERGY ARKANSAS, INC.
                        BALANCE SHEETS
                LIABILITIES AND CAPITALIZATION

                                                                            December 31,
                                                                        1996             1995
                                                                          (In Thousands)
<S>                                                                <C>              <C>
Current Liabilities:
  Currently maturing long-term debt                                   $32,465          $28,700
  Notes payable                                                           667              667
  Accounts payable:
    Associated companies                                               91,205           42,156
    Other                                                              97,589          120,250
  Customer deposits                                                    21,800           18,594
  Taxes accrued                                                        54,194           40,159
  Accumulated deferred income taxes                                    70,506           48,992
  Interest accrued                                                     27,625           30,240
  Dividends declared                                                    2,832            4,458
  Co-owner advances                                                    33,873           34,450
  Deferred fuel cost                                                    6,955           17,837
  Obligations under capital leases                                     53,012           54,697
  Other                                                                15,135           26,238
                                                                   ----------       ----------
           Total                                                      507,858          467,438
                                                                   ----------       ----------
Deferred Credits and Other Liabilities:
  Accumulated deferred income taxes                                   785,994          823,471
  Accumulated deferred investment tax credits                         108,307          112,890
  Obligations under capital leases                                     83,940           93,574
  Other                                                               113,998          116,762
                                                                   ----------       ----------
           Total                                                    1,092,239        1,146,697
                                                                   ----------       ----------
Long-term debt                                                      1,255,388        1,281,203
Preferred stock with sinking fund                                      40,027           49,027
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                     60,000                -

Shareholder's Equity:
  Preferred stock without sinking fund                                116,350          176,350
  Common stock, no par value, authorized
    325,000,000 shares; issued and outstanding
    46,980,196 shares in 1996 and 1995                                    470              470
  Paid-in capital                                                     590,169          590,844
  Retained earnings                                                   491,316          492,386
                                                                   ----------       ----------
           Total                                                    1,198,305        1,260,050
                                                                   ----------       ----------
Commitments and Contingencies (Note 2, 9, and 10)

           TOTAL                                                   $4,153,817       $4,204,415
                                                                   ==========       ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>               
<TABLE>
<CAPTION>
               ENTERGY ARKANSAS, INC.
           STATEMENTS OF RETAINED EARNINGS

                                                            For the Years Ended December 31,
                                                            1996          1995          1994
                                                                     (In Thousands)
<S>                                                       <C>           <C>           <C>
Retained Earnings, January 1                              $492,386      $491,799      $448,811
  Add:
    Net income                                             157,798       172,080       142,263
    Increase in investment in subsidiary                        42             -             -
                                                          --------      --------      --------
        Total                                              650,226       663,879       591,074
  Deduct:                                                 --------      --------      --------
    Dividends declared:
      Preferred stock                                       16,110        18,093        19,275
      Common stock                                         142,800       153,400        80,000
                                                          --------      --------      --------
        Total                                              158,910       171,493        99,275
                                                          --------      --------      --------
Retained Earnings, December 31 (Note 8)                   $491,316      $492,386      $491,799
                                                          ========      ========      ========

See Notes to Financial Statements.

</TABLE>
<PAGE>                        
                        ENTERGY ARKANSAS, INC.
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
<TABLE>
<CAPTION>

                                        1996         1995          1994        1993          1992
                                                              (In Thousands)
<S>                                  <C>          <C>          <C>          <C>           <C>
Operating revenues                   $1,743,433   $1,648,233   $ 1,590,742  $1,591,568    $ 1,521,129
Income before cumulative                                                                  
  effect of accounting changes       $  157,798   $  136,665   $   142,263  $  155,110    $   130,529
Total assets                         $4,153,817   $4,204,415   $ 4,292,215  $4,334,105    $ 4,038,811
Long-term obligations (1)            $1,439,355   $1,423,804   $ 1,446,940  $1,478,203    $ 1,453,588
</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>
                                 1996          1995         1994         1993         1992
                                                        (In Thousands)
<S>                              <C>          <C>           <C>          <C>          <C>
Electric Operating Revenues:                                                                 
   Residential                   $546,100     $542,862      $506,160     $528,734     $476,090
   Commercial                     323,328      318,475       307,296      306,742      291,367
   Industrial                     364,943      362,854       338,988      336,856      325,569
   Governmental                    16,989       17,084        16,698       16,670       17,700
                               ---------------------------------------------------------------
     Total retail               1,251,360    1,241,275     1,169,142    1,189,002    1,110,726
   Sales for resale                                                                   
     Associated companies         248,211      178,885       212,314      175,784      203,470
     Non-associated companies     207,887      195,844       182,920      203,696      181,558
   Other                           35,975       32,229        26,366       23,086       25,375
                               ---------------------------------------------------------------
     Total                     $1,743,433   $1,648,233    $1,590,742   $1,591,568   $1,521,129
                               ===============================================================
Billed Electric Energy                                                                       
 Sales (Millions of kWh):                                                                      
   Residential                      6,023        5,868         5,522        5,680        5,102
   Commercial                       4,390        4,267         4,147        4,067        3,841
   Industrial                       6,487        6,314         5,941        5,690        5,509
   Governmental                       234          243           231          230          248
                               ---------------------------------------------------------------
     Total retail                  17,134       16,692        15,841       15,667       14,700
   Sales for resale                                                                  
     Associated companies          10,471        8,386        10,591        8,307       10,357
     Non-associated companies       6,720        5,066         4,906        5,643        5,056
                               ---------------------------------------------------------------
     Total                         34,325       30,144        31,338       29,617       30,113
                               ===============================================================

</TABLE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS


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


We have audited the accompanying balance sheets of Entergy Gulf States,
Inc.  (formerly Gulf States Utilities Company) as of December 31,  1996
and 1995 and the related statements of income (loss), retained earnings
and cash flows for each of the three years in the period ended December
31,  1996.   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 generally accepted auditing
standards. 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,  the financial statements referred to  above  present
fairly, in all material respects, the financial position of the Company
as of December 31, 1996 and 1995, and the results of its operations and
its cash flows for each of the three years in the period ended December
31, 1996 in conformity with generally accepted accounting principles.

As  discussed  in Note 2 to the consolidated financial statements,  the
net  amount  of  capitalized costs for River Bend  exceed  those  costs
currently  being  recovered  through  rates.   At  December  31,  1996,
approximately  $467  million is not currently being  recovered  through
rates.   Based upon the regulatory decision on this matter, a write-off
of all or a portion of such costs may be required.

As  discussed  in Note 1 to the consolidated financial  statements,  at
January  1,  1996 the Company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived  Assets
and for Long-Lived Assets to Be Disposed Of".


COOPERS & LYBRAND L.L.P.

New Orleans, Louisiana
February 13, 1997
                                   

<PAGE>
                       ENTERGY GULF STATES, INC.
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS

Net Income

      Net  income decreased in 1996 principally due to the $174 million
net  of  tax  write-off of River Bend rate deferrals  required  by  the
adoption of SFAS 121.  This write-off was partially offset by the third
quarter reversal of the Cajun-River Bend litigation accrual.  Excluding
the  River  Bend  rate  deferrals and the Cajun-River  Bend  litigation
accrual,  net income for 1996 would have increased slightly due  to  an
increase  in  electric  operating  revenue  and  a  decrease  in  other
operation and maintenance expenses.

      Net  income  increased in 1995 principally as the  result  of  an
increase  in electric operating revenues, a decrease in other operation
and  maintenance  expenses, and an increase  in  other  income.   These
changes were partially offset by higher income taxes.

      Significant  factors  affecting the  results  of  operations  and
causing  variances  between the years 1996 and 1995,  and  between  the
years  1995  and  1994,  are  discussed  under  "Revenues  and  Sales,"
"Expenses," and "Other" below.

Revenues and Sales

      See  "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON,"  following
the  financial  statements, for information on  operating  revenues  by
source and kWh sales.

      The  changes in electric operating revenues for the twelve months
ended December 31, 1996 and 1995, are as follows:
                                                       Increase/
                                                       (Decrease)
                      Description                    1996     1995
                                                      (In Millions)
                                                                 
        Change in base revenues                     ($60.3)   $32.0
        Fuel cost recovery                           152.0    (29.6)
        Sales volume/weather                          65.1     35.0
        Other revenue (including unbilled)            12.8      1.1
        Sales for resale                             (32.6)    31.3
                                                    ------    -----
        Total                                       $137.0    $69.8
                                                    ======    =====             


      Electric  operating revenues increased in 1996 primarily  due  to
increased  fuel adjustment revenues, which do  not affect  net  income,
increased  customers,  and increased customer usage.   These  increases
were  partially offset by rate reductions in effect for both Texas  and
Louisiana  retail customers and increased base revenues  for  1995,  as
discussed below.  Sales for resale to associated companies decreased as
a  result of changes in generation availability and requirements  among
the domestic utility companies.


<PAGE>
                       ENTERGY GULF STATES, INC.
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


      Electric  operating revenues increased in 1995 primarily  due  to
increased  sales  volume/weather and higher sales  for  resale.   These
increases  were  partially  offset by lower fuel  adjustment  revenues,
which  do not affect net income.  Base revenues also increased in  1995
as  a  result of rate refund reserves established in 1994,  which  were
subsequently  reduced  as  a  result of an  amended  PUCT  order.   The
increase  in  base revenues was partially offset by rate reductions  in
effect for Texas and Louisiana.  Sales volume/weather increased because
of  warmer than normal summer weather and an increase in usage  by  all
customer classes.  Sales for resale increased as a result of changes in
generation  availability and requirements among  the  domestic  utility
companies.

      Gas operating revenues and steam operating revenues increased for
1996 primarily due to higher fuel prices and increased usage.

Expenses

      Operating  expenses increased in 1996 as a result of higher  fuel
expenses,  including purchased power, partially offset by  lower  other
operation  and maintenance expenses.  Fuel and purchase power expenses,
taken  together, increased because of higher gas prices  and  increased
energy   requirements  resulting  from  higher  energy  sales.    Other
operation  and maintenance expenses decreased primarily  due  to  lower
payroll-related expenses associated with restructuring programs accrued
for in 1995.

      Operating  expenses decreased in 1995 as a result of lower  other
operation and maintenance expenses and purchased power expenses.  Other
operation  and maintenance expenses decreased primarily due to  changes
made in 1994 for Merger-related costs, restructuring costs, and certain
pre-acquisition contingencies including unfunded Cajun-River Bend  cost
and  environmental  clean-up cost.  Purchased power expenses  decreased
because of the availability of less expensive gas and nuclear fuel  for
use  in  electric  generation  as well as  changes  in  the  generation
requirements among the domestic utility companies.  Another reason  for
the decrease in purchased power expenses in 1995 was the recording of a
provision for refund of disallowed purchase power expenses in 1994.

Other

     Other  income decreased in 1996 due to the write-off of River Bend
rate  deferrals pursuant to the adoption of SFAS 121 (see  Note  2  for
additional  information).  This decrease was partially  offset  by  the
Cajun-River  Bend litigation accrual reversal.  Income taxes  increased
primarily  due to higher taxable income, which excludes the net  effect
of  the write-off of River Bend rate deferrals and the Cajun-River Bend
accrual reversal .

      Other  miscellaneous income increased in 1995 as  the  result  of
certain   adjustments   made   in  1994  related   to   pre-acquisition
contingencies  including Cajun-River Bend litigation (see  Note  9  for
additional  information), the write-off of previously  disallowed  rate
deferrals,  and  plant  held for future use.   As  a  result  of  these
charges, income taxes on other income were significantly higher in 1995
compared to 1994.

<PAGE>
<TABLE>
<CAPTION>

                  ENTERGY GULF STATES, INC.
                 STATEMENTS OF INCOME (LOSS)

                                                                       For the Years Ended December 31,
                                                                     1996            1995            1994
                                                                                (In Thousands)
<S>                                                               <C>             <C>             <C>
Operating Revenues:
  Electric                                                        $1,925,988      $1,788,964      $1,719,201
  Natural gas                                                         34,050          23,715          31,605
  Steam products                                                      59,143          49,295          46,559
                                                                  ----------      ----------      ----------
        Total                                                      2,019,181       1,861,974       1,797,365
                                                                  ----------      ----------      ----------

Operating Expenses:
  Operation and maintenance:
     Fuel, fuel-related expenses, and
       gas purchased for resale                                      520,065         516,812         517,177
     Purchased power                                                 295,960         169,767         192,937
     Nuclear refueling outage expenses                                 8,660          10,607          12,684
     Other operation and maintenance                                 402,719         432,647         505,701
  Depreciation, amortization, and decommissioning                    206,070         202,224         197,151
  Taxes other than income taxes                                      102,170         102,228          98,096
  Amortization of rate deferrals                                      71,639          66,025          66,416
                                                                  ----------      ----------      ----------
        Total                                                      1,607,283       1,500,310       1,590,162
                                                                  ----------      ----------      ----------
Operating Income                                                     411,898         361,664         207,203
                                                                  ----------      ----------      ----------
Other Income (Deductions):
  Allowance for equity funds used
   during construction                                                 2,618           1,125           1,334
  Write-off of plant held for future use                                   -               -         (85,476)
  Write-off of River Bend rate deferrals                            (194,498)              -               -
  Miscellaneous - net                                                 69,841          22,573         (64,843)
                                                                  ----------      ----------      ----------
        Total                                                       (122,039)         23,698        (148,985)
                                                                  ----------      ----------      ----------
Interest Charges:
  Interest on long-term debt                                         181,071         191,341         195,414
  Other interest - net                                                12,819           8,884           8,720
  Allowance for borrowed funds used
   during construction                                                (2,235)         (1,026)         (1,075)
                                                                  ----------      ----------      ----------
        Total                                                        191,655         199,199         203,059
                                                                  ----------      ----------      ----------
Income (Loss) Before Income Taxes                                     98,204         186,163        (144,841)

Income Taxes                                                         102,091          63,244         (62,086)
                                                                  ----------      ----------      ----------

Net Income (Loss)                                                     (3,887)        122,919         (82,755)

Preferred Stock Dividend Requirements
  and Other                                                           28,505          29,643          29,919
                                                                  ----------      ----------      ----------
Earnings (Loss) Applicable to Common Stock                          ($32,392)        $93,276       ($112,674)
                                                                  ==========      ==========      ==========

See Notes to Financial Statements.

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


                                                                                     For the Years Ended December 31,
                                                                                     1996          1995          1994
                                                                                             (In Thousands)
<S>                                                                                <C>           <C>           <C>
Operating Activities:
  Net income (loss)                                                                 ($3,887)     $122,919      ($82,755)
  Noncash items included in net income (loss):
    Write-off of River Bend rate deferrals                                          194,498             -             -
    Change in rate deferrals                                                         72,597        66,025        96,979
    Depreciation, amortization, and decommissioning                                 206,070       202,224       197,151
    Deferred income taxes and investment tax credits                                101,380        63,231       (62,171)
    Allowance for equity funds used during construction                              (2,618)       (1,125)       (1,334)
    Write-off of plant held for future use                                                -             -        85,476
  Changes in working capital:
    Receivables                                                                       3,691        40,193       (72,341)
    Fuel inventory                                                                  (12,868)       (6,357)       (2,336)
    Accounts payable                                                                (26,706)       (4,820)       60,112
    Taxes accrued                                                                    (1,266)       24,935       (10,378)
    Interest accrued                                                                 (7,186)        1,510        (4,189)
    Reserve for rate refund                                                               -       (56,972)       56,972
    Deferred fuel                                                                   (68,349)      (24,840)         (431)
    Other working capital accounts                                                  (70,775)      (16,079)       34,212
  Change in other regulatory assets                                                 (17,303)        7,332         5,522
  Decommissioning trust contributions                                                (5,922)       (8,147)       (3,202)
  Provision for estimated losses and reserves                                        (1,885)       10,119         4,181
  Other                                                                             (37,116)      (19,394)       24,891
                                                                                   --------      --------      --------
    Net cash flow provided by operating activities                                  322,355       400,754       326,359
                                                                                   --------      --------      --------
Investing Activities:
  Construction expenditures                                                        (154,993)     (185,944)     (155,989)
  Allowance for equity funds used during construction                                 2,618         1,125         1,334
  Nuclear fuel purchases                                                            (25,124)       (1,425)      (31,178)
  Proceeds from sale/leaseback of nuclear fuel                                       26,523           542        29,386
                                                                                   --------      --------      --------
    Net cash flow used in investing activities                                     (150,976)     (185,702)     (156,447)
                                                                                   --------      --------      --------
Financing Activities:
  Proceeds from the issuance of long-term debt                                          780         2,277       101,109
  Retirement of:
    First mortgage bonds                                                           (195,417)            -             -
    Other long-term debt                                                            (50,425)      (50,425)     (102,425)
  Redemption of preferred and preference stock                                      (10,179)       (7,283)       (6,070)
  Dividends paid:
    Common stock                                                                          -             -      (289,100)
    Preferred and preference stock                                                  (28,336)      (29,661)      (30,131)
                                                                                   --------      --------      --------
    Net cash flow used in financing activities                                     (283,577)      (85,092)     (326,617)
                                                                                   --------      --------      --------
Net increase (decrease) in cash and cash equivalents                               (112,198)      129,960      (156,705)

Cash and cash equivalents at beginning of period                                    234,604       104,644       261,349
                                                                                   --------      --------      --------
Cash and cash equivalents at end of period                                         $122,406      $234,604      $104,644
                                                                                   ========      ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                           $189,962      $187,918      $191,850
    Income taxes                                                                       $285          $208          $251
  Noncash investing and financing activities:
    Capital lease obligations incurred                                                    -             -       $31,178
    Change in unrealized appreciation (depreciation) of
      decommissioning trust assets                                                   $1,604        $2,121         ($915)

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

                  ENTERGY GULF STATES, INC.
                        BALANCE SHEETS
                            ASSETS

                                                                           December 31,
                                                                       1996             1995
                                                                          (In Thousands)
<S>                                                                <C>              <C>
Current Assets:
  Cash and cash equivalents:
    Cash                                                               $6,573          $13,751
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                           45,234           46,336
        Other                                                          70,599          174,517
                                                                   ----------       ----------
           Total cash and cash equivalents                            122,406          234,604
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $2.0 million in 1996 and $1.6 million in 1995)                 87,883          110,187
    Associated companies                                                2,777            1,395
    Other                                                              30,758           15,497
    Accrued unbilled revenues                                          75,351           73,381
  Deferred fuel costs                                                  99,503           31,154
  Accumulated deferred income taxes                                    56,714           43,465
  Fuel inventory - at average cost                                     45,009           32,141
  Materials and supplies - at average cost                             86,157           91,288
  Rate deferrals                                                      105,456           97,164
  Prepayments and other                                                16,321           15,566
                                                                   ----------       ----------
           Total                                                      728,335          745,842
                                                                   ----------       ----------
Other Property and Investments:
  Decommissioning trust fund                                           41,983           32,943
  Other - at cost (less accumulated depreciation)                      38,358           28,626
                                                                   ----------       ----------
           Total                                                       80,341           61,569
                                                                   ----------       ----------
Utility Plant:
  Electric                                                          7,112,021        6,942,983
  Natural Gas                                                          45,443           45,789
  Steam products                                                       81,743           77,551
  Property under capital leases                                        72,800           77,918
  Construction work in progress                                       112,137          148,043
  Nuclear fuel under capital lease                                     49,833           69,853
                                                                   ----------       ----------
           Total                                                    7,473,977        7,362,137
  Less - accumulated depreciation and amortization                  2,846,083        2,664,943
                                                                   ----------       ----------
           Utility plant - net                                      4,627,894        4,697,194
                                                                   ----------       ----------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                    120,158          419,904
    SFAS 109 regulatory asset - net                                   372,817          453,628
    Unamortized loss on reacquired debt                                54,761           61,233
    Other regulatory assets                                            45,139           27,836
    Long-term receivables                                             216,082          224,727
  Other                                                               185,921          169,125
                                                                   ----------       ----------
           Total                                                      994,878        1,356,453
                                                                   ----------       ----------
           TOTAL                                                   $6,431,448       $6,861,058
                                                                   ==========       ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                  ENTERGY GULF STATES, INC.
                        BALANCE SHEETS
                LIABILITIES AND CAPITALIZATION

                                                                           December 31,
                                                                       1996             1995
                                                                          (In Thousands)
<S>                                                                <C>              <C>
Current Liabilities:
  Currently maturing long-term debt                                  $160,865         $145,425
  Accounts payable:
    Associated companies                                               55,630           31,349
    Other                                                              85,541          136,528
  Customer deposits                                                    25,572           21,983
  Taxes accrued                                                        36,147           37,413
  Interest accrued                                                     49,651           56,837
  Nuclear refueling reserve                                            12,354           22,627
  Obligations under capital leases                                     39,110           37,773
  Other                                                                18,186           86,653
                                                                   ----------       ----------
           Total                                                      483,056          576,588
                                                                   ----------       ----------
Deferred Credits and Other Liabilities:
  Accumulated deferred income taxes                                 1,200,935        1,177,144
  Accumulated deferred investment tax credits                         219,188          208,618
  Obligations under capital leases                                     83,524          108,078
  Deferred River Bend finance charges                                  33,688           58,047
  Other                                                               539,752          558,750
                                                                   ----------       ----------
           Total                                                    2,077,087        2,110,637
                                                                   ----------       ----------
Long-term debt                                                      1,915,346        2,175,471
Preferred stock with sinking fund                                      77,459           87,654
Preference stock                                                      150,000          150,000

Shareholder's Equity:
  Preferred stock without sinking fund                                136,444          136,444
  Common stock, no par value, authorized
    200,000,000 shares; issued and outstanding
    100 shares in 1996 and 1995                                       114,055          114,055
  Paid-in capital                                                   1,152,689        1,152,505
  Retained earnings                                                   325,312          357,704
                                                                   ----------       ----------
           Total                                                    1,728,500        1,760,708
                                                                   ----------       ----------
Commitments and Contingencies (Note 2, 9, and 10)

           TOTAL                                                   $6,431,448       $6,861,058
                                                                   ==========       ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
              ENTERGY GULF STATES, INC
           STATEMENTS OF RETAINED EARNINGS

                                                             For the Years Ended December 31,
                                                            1996          1995          1994
                                                                     (In Thousands)
<S>                                                       <C>           <C>           <C>
Retained Earnings, January 1                              $357,704      $264,626      $666,401
  Add:
    Net income (loss)                                       (3,887)      122,919       (82,755)
                                                          --------      --------      --------
        Total                                              353,817       387,545       583,646
  Deduct:                                                 --------      --------      --------
    Dividends declared:
     Preferred and preference stock                         28,336        29,482        29,831
     Common stock                                                -             -       289,100
    Preferred and preference stock
      redemption and other                                     169           359            89
                                                          --------      --------      --------
        Total                                               28,505        29,841       319,020
                                                          --------      --------      --------
Retained Earnings, December 31 (Note 8)                   $325,312      $357,704      $264,626
                                                          ========      ========      ========

See Notes to Financial Statements.

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

                       ENTERGY GULF STATES, INC.
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

                                 1996         1995         1994         1993       1992
                                          (In Thousands)
<S>                           <C>          <C>          <C>          <C>           <C>
Operating revenues            $2,019,181   $1,861,974   $1,797,365   $1,827,620    $1,773,374
Income (loss) before                                                               
  extraordinary items and                                                          
  the cumulative effect of                                                         
  accounting changes          $   (3,887)  $  122,919   $  (82,755)  $   69,461    $  139,413
Total assets                  $6,431,448   $6,861,058   $6,843,461   $7,137,351    $7,164,447
Long-term obligations (1)     $2,226,329   $2,521,203   $2,689,042   $2,772,002    $2,798,768
</TABLE>
 (1) Includes  long-term  debt  (excluding currently  maturing  debt),
     preferred  and preference stock with sinking fund, and noncurrent
     capital lease obligations.
<TABLE>
<CAPTION>
                                  1996          1995         1994         1993         1992
                                                         (In Thousands)
<S>                               <C>          <C>           <C>          <C>          <C>
Electric Operating Revenues:                                                                  
   Residential                    $612,398     $573,566      $569,997     $585,799     $560,552
   Commercial                      444,133      412,601       414,929      415,267      400,803
   Industrial                      685,178      604,688       626,047      650,230      642,298
   Governmental                     31,023       25,042        25,242       26,118       26,195
                                ---------------------------------------------------------------
     Total retail                1,772,732    1,615,897     1,636,215    1,677,414    1,629,848
   Sales for resale                                                                              
     Associated companies           20,783       62,431        45,263            -            -
     Non-associated companies       76,173       67,103        52,967       31,898       24,485
   Other (1)                        56,300       43,533       (15,244)      38,649       40,203
                                ---------------------------------------------------------------
     Total                      $1,925,988   $1,788,964    $1,719,201   $1,747,961   $1,694,536
                                ===============================================================
Billed Electric Energy                                                                        
 Sales (Millions of kWh):                                                                       
   Residential                       8,035        7,699         7,351        7,192        6,825
   Commercial                        6,417        6,219         6,089        5,711        5,474
   Industrial                       16,661       15,393        15,026       14,294       14,413
   Governmental                        438          311           297          296          302
                                ---------------------------------------------------------------
     Total retail                   31,551       29,622        28,763       27,493       27,014
   Sales for resale                                                                              
     Associated companies              656        2,935         1,866            -            -
     Non-associated companies        2,148        2,212         1,650          666          540
                                ---------------------------------------------------------------
     Total Electric Department      34,355       34,769        32,279       28,159       27,554
   Steam Department                  1,826        1,742         1,659        1,597        1,722
                                ---------------------------------------------------------------
     Total                          36,181       36,511        33,938       29,756       29,276
                                ===============================================================

</TABLE>
(1)  1994 includes the effects of an Entergy Gulf States reserve for
     rate refund.

<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS


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


We  have  audited the accompanying balance sheets of Entergy Louisiana,
Inc. (formerly Louisiana Power & Light Company) as of December 31, 1996
and  1995, and the related statements of income, retained earnings  and
cash  flows  for each of  the three years in the period ended  December
31,  1996.   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 generally accepted auditing
standards. 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,  the financial statements referred to  above  present
fairly, in all material respects, the financial position of the Company
as of December 31, 1996 and 1995, and the results of its operations and
its cash flows for each of the three years in the period ended December
31, 1996 in conformity with generally accepted accounting principles.


COOPERS & LYBRAND L.L.P.

New Orleans, Louisiana
February 13, 1997



<PAGE>
                        ENTERGY LOUISIANA, INC.
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


Net Income

     Net income decreased in 1996 due principally to a decrease in base
rate  revenues,  partially offset by decreases in other  operation  and
maintenance expense and lower interest on long-term debt.

      Net  income decreased in 1995 due to an April 1995 rate reduction
and  higher income taxes, partially offset by lower other operation and
maintenance expenses.

      Significant  factors  affecting the  results  of  operations  and
causing  variances  between the years 1996 and 1995,  and  between  the
years  1995  and  1994, are discussed under "Revenues  and  Sales"  and
"Expenses" and "Other" below.

Revenues and Sales

      See  "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON,"  following
the  financial  statements, for information on  operating  revenues  by
source and kWh sales.

      The  changes  in operating revenues for the twelve  months  ended
December 31, 1996 and 1995 are as follows:
                                                        Increase/
                                                       (Decrease)
                       Description                   1996      1995
                                                      (In Millions)
                                                                    
          Change in base revenues                   ($36.4)    ($29.9)
          Fuel cost recovery                         160.2      (35.9)
          Sales volume/weather                        19.7       40.7
          Other revenue (including unbilled)           3.9      (23.3)
          Sales for resale                             6.6       12.9
                                                    ------     ------
          Total                                     $154.0     ($35.5)
                                                    ======     ======           


      Operating  revenues were higher in 1996 due primarily  to  higher
fuel  adjustment  revenues,  which do not affect  net  income,  and  to
increased sales of energy, principally caused by modest growth  in  the
number  of  customers.  These increases were partially  offset  by  the
impact  of base rate reductions ordered in the second quarters of  1995
and  1996, and by a settlement of related rate issues during the fourth
quarter of 1995.

      Operating revenues were lower in 1995, due primarily to the  base
rate  reduction mentioned above and to lower fuel adjustment  revenues,
which do not affect net income.  This decrease was partially offset  by
increased  customer  usage, principally caused  by  warmer  than  usual
summer  weather.  The completion of the amortization of  proceeds  from
litigation  with  a  gas supplier in the second quarter  of  1994  also
contributed  to  the  decrease in other revenue,  partially  offset  by
higher sales to non-associated utilities.

<PAGE>
                        ENTERGY LOUISIANA, INC.
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


Expenses

     Operating expenses increased in 1996 due primarily to increases in
fuel  and  purchased  power expenses, higher depreciation,  and  higher
taxes  other than income taxes.  These increases were partially  offset
by a decrease in other operation and maintenance expense as a result of
restructuring  charges recorded in 1995 and by the  recording  of  rate
deferrals  in  1996,  as discussed below.  The  increase  in  fuel  and
purchased  power expenses is due to both higher gas costs and increased
energy   sales.    Depreciation  expense  increased  due   to   capital
improvements  to  transmission lines and  substations  and  due  to  an
increase  in the depreciation rate associated with Waterford 3.   Taxes
other than income taxes increased largely as a result of the expiration
of  Waterford 3's local property tax exemption in December 1995.   This
increase  was offset for the first six months of 1996 by the  recording
of the LPSC-approved rate deferral for these taxes as discussed in Note
2.

      Operating expenses decreased in 1995 due to decreases in fuel and
purchased power expenses, and other operation and maintenance expenses,
partially offset by an increase in depreciation. The decrease  in  fuel
expenses is due to lower fuel prices partially offset by an increase in
generation.  Other operation and maintenance expenses decreased because
of  lower  payroll-related expenses as a result  of  the  restructuring
program discussed in Note 12, power plant waste water site closures  in
1994,  and  a  court  settlement reducing legal expense.   Depreciation
expense increased due to capital improvements to distribution lines and
substations and to an increase in the depreciation rate associated with
Waterford 3.

Other

      Interest charges on long-term debt decreased for 1996, due to the
retirement and refinancing of higher-cost long-term debt.

      For 1995, income taxes increased due to the write-off in 1994  of
deferred  investment  tax  credits in accordance  with  the  1994  FERC
Settlement, a decrease in tax depreciation associated with Waterford 3,
and higher pre-tax income.

<PAGE>
<TABLE>
<CAPTION>
                   ENTERGY LOUISIANA, INC.
                     STATEMENTS OF INCOME

                                                                        For the Years Ended December 31,
                                                                     1996            1995            1994
                                                                                (In Thousands)

<S>                                                               <C>             <C>             <C>
Operating Revenues                                                $1,828,867      $1,674,875      $1,710,415
                                                                  ----------      ----------      ----------

Operating Expenses:
  Operation and maintenance:
     Fuel, fuel-related expenses, and
       gas purchased for resale                                      419,331         300,015         331,422
     Purchased power                                                 403,322         351,583         366,564
     Nuclear refueling outage expenses                                15,885          17,675          18,187
     Other operation and maintenance                                 297,667         311,535         350,854
  Depreciation, amortization, and decommissioning                    167,779         161,023         151,994
  Taxes other than income taxes                                       72,329          55,867          56,101
  Rate deferrals                                                     (10,767)              -               -
  Amortization of rate deferrals                                      26,875          28,422          28,422
                                                                  ----------      ----------      ----------
        Total                                                      1,392,421       1,226,120       1,303,544
                                                                  ----------      ----------      ----------
Operating Income                                                     436,446         448,755         406,871
                                                                  ----------      ----------      ----------
Other Income:
  Allowance for equity funds used
   during construction                                                   862           1,950           3,486
  Miscellaneous - net                                                  2,933           2,831             747
                                                                  ----------      ----------      ----------
        Total                                                          3,795           4,781           4,233
                                                                  ----------      ----------      ----------
Interest Charges:
  Interest on long-term debt                                         122,604         129,691         129,952
  Other interest - net                                                 6,938           7,210           6,494
  Distributions on preferred securities of subsidiary                  2,870               -               -
  Allowance for borrowed funds used
   during construction                                                (1,493)         (2,016)         (2,469)
                                                                  ----------      ----------      ----------
        Total                                                        130,919         134,885         133,977
                                                                  ----------      ----------      ----------
Income Before Income Taxes                                           309,322         318,651         277,127

Income Taxes                                                         118,560         117,114          63,288
                                                                  ----------      ----------      ----------
Net Income                                                           190,762         201,537         213,839

Preferred Stock Dividend Requirements
  and Other                                                           19,947          21,307          23,319
                                                                  ----------      ----------      ----------
Earnings Applicable to Common Stock                                 $170,815        $180,230        $190,520
                                                                  ==========      ==========      ==========

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

                           ENTERGY LOUISIANA, INC.
                           STATEMENTS OF CASH FLOWS

                                                                                     For the Years Ended December 31,
                                                                                     1996          1995          1994
                                                                                              (In Thousands)

<S>                                                                                <C>           <C>           <C>
Operating Activities:
  Net income                                                                       $190,762      $201,537      $213,839
  Noncash items included in net income:
    Change in rate deferrals                                                         19,860        28,422        28,422
    Depreciation, amortization, and decommissioning                                 167,779       161,023       151,994
    Deferred income taxes and investment tax credits                                 18,809         2,450       (15,972)
    Allowance for equity funds used during construction                                (862)       (1,950)       (3,486)
    Amortization of deferred revenues                                                     -             -       (14,632)
  Changes in working capital:
    Receivables                                                                      (4,889)        (8,069)       1,094
    Accounts payable                                                                 22,838          4,420       (6,811)
    Taxes accrued                                                                   (11,222)        20,472      (16,970)
    Interest accrued                                                                  5,047          1,215          846
    Other working capital accounts                                                  (26,831)       (16,993)      31,064
  Decommissioning trust contributions                                                (8,790)        (7,493)      (4,815)
  Change in other regulatory assets                                                  (6,385)         1,801        1,101
  Provision for estimated losses and reserves                                         3,240         (1,996)      26,780
  Other                                                                             (17,685)          (182)     (24,833)
                                                                                   --------       --------     --------
    Net cash flow provided by operating activities                                  351,671        384,657      367,621
                                                                                   --------       --------     --------
Investing Activities:
  Construction expenditures                                                        (103,187)      (120,244)    (140,669)
  Allowance for equity funds used during construction                                   862          1,950        3,486
  Nuclear fuel purchases                                                                  -        (44,707)           -
  Proceeds from sale/leaseback of nuclear fuel                                            -         47,293            -
                                                                                   --------       --------     --------
    Net cash flow used in investing activities                                     (102,325)      (115,708)    (137,183)
                                                                                   --------       --------     --------
Financing Activities:
  Proceeds from the issuance of:
    First mortgage bonds                                                            113,994              -            -
    Other long-term debt                                                                  -         16,577       19,946
    Preferred securities of subsidiary trust                                         67,795              -            -
  Retirement of:
    First mortgage bonds                                                           (130,000)       (75,000)     (25,000)
    Other long-term debt                                                               (270)          (308)        (322)
  Redemption of preferred stock                                                     (67,824)       (11,256)     (15,038)
  Changes in short-term borrowings - net                                            (45,393)        49,305      (24,887)
  Dividends paid:
    Common stock                                                                   (179,200)      (221,500)    (167,100)
    Preferred stock                                                                 (19,072)       (21,115)     (22,808)
                                                                                   --------       --------     --------
    Net cash flow used in financing activities                                     (259,970)      (263,297)    (235,209)
                                                                                   --------       --------     --------
Net increase (decrease) in cash and cash equivalents                                (10,624)         5,652       (4,771)

Cash and cash equivalents at beginning of period                                     34,370         28,718       33,489
                                                                                   --------       --------     --------
Cash and cash equivalents at end of period                                          $23,746        $34,370      $28,718
                                                                                   ========       ========     ========
 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest - net of amount capitalized                                          $118,007       $128,485     $128,000
     Income taxes                                                                  $125,924        $96,066      $96,422
   Noncash investing and financing activities:
      Capital lease obligations incurred                                                  -              -       $9,677
      Acquisition of nuclear fuel                                                   $32,685              -            -
    Change in unrealized appreciation (depreciation) of
        decommissioning trust assets                                                   $301         $2,304      ($1,129)

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

                   ENTERGY LOUISIANA, INC.
                        BALANCE SHEETS
                            ASSETS

                                                                            December 31,
                                                                       1996             1995
                                                                           (In Thousands)
<S>                                                                <C>              <C>
Current Assets:
  Cash and cash equivalents:
    Cash                                                               $1,804           $3,952
    Temporary cash investments - at cost,
      which approximates market                                        21,942           30,418
                                                                   ----------       ----------
           Total cash and cash equivalents                             23,746           34,370
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $1.4 million in 1996 and 1995)                                 73,823           72,328
    Associated companies                                               11,606            8,033
    Other                                                               7,053            8,979
    Accrued unbilled revenues                                          63,879           62,132
  Deferred fuel costs                                                  18,347           10,200
  Accumulated deferred income taxes                                     1,465                -
  Materials and supplies - at average cost                             78,449           79,799
  Rate deferrals                                                        5,749           25,609
  Deferred nuclear refueling outage costs                               5,300           21,344
  Prepaid income tax                                                   24,651                -
  Prepayments and other                                                10,234            9,118
                                                                   ----------       ----------
           Total                                                      324,302          331,912
                                                                   ----------       ----------
Other Property and Investments:
  Nonutility property                                                  20,060           20,060
  Decommissioning trust fund                                           50,481           38,560
  Investment in subsidiary companies - at equity                       14,230           14,230
  Other - at cost (less accumulated depreciation)                       2,465            1,113
                                                                   ----------       ----------
           Total                                                       87,236           73,963
                                                                   ----------       ----------
Utility Plant:
  Electric                                                          4,997,456        4,886,898
  Property under capital leases                                       232,582          231,121
  Construction work in progress                                        56,180           87,567
  Nuclear fuel under capital lease                                     38,157           72,864
  Nuclear fuel                                                         34,191            1,506
                                                                   ----------       ----------
           Total                                                    5,358,566        5,279,956
  Less - accumulated depreciation and amortization                  1,881,847        1,742,306
                                                                   ----------       ----------
           Utility plant - net                                      3,476,719        3,537,650
                                                                   ----------       ----------
Deferred Debits and Other Assets:
  Regulatory assets:
    SFAS 109 regulatory asset - net                                   295,836          301,520
    Unamortized loss on reacquired debt                                37,552           39,474
    Other regulatory assets                                            30,320           23,935
  Other                                                                27,313           23,069
                                                                   ----------       ----------
           Total                                                      391,021          387,998
                                                                   ----------       ----------
           TOTAL                                                   $4,279,278       $4,331,523
                                                                   ==========       ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                   ENTERGY LOUISIANA, INC.
                        BALANCE SHEETS
                LIABILITIES AND CAPITALIZATION

                                                                             December 31,
                                                                       1996             1995
                                                                           (In Thousands)
<S>                                                                <C>              <C>
Current Liabilities:
  Currently maturing long-term debt                                   $34,275          $35,260
  Notes payable:
    Associated companies                                               31,066           61,459
    Other                                                                   -           15,000
  Accounts payable:
    Associated companies                                               73,389           37,494
    Other                                                              89,550           69,922
  Customer deposits                                                    59,070           56,924
  Taxes accrued                                                         7,390           18,612
  Accumulated deferred income taxes                                         -            3,366
  Interest accrued                                                     49,249           44,202
  Dividends declared                                                    3,489            5,149
  Obligations under capital leases                                     28,000           28,000 
  Other                                                                 4,940           17,397
                                                                   ----------       ----------
           Total                                                      380,418          392,785
                                                                   ----------       ---------- 
Deferred Credits and Other Liabilities:
  Accumulated deferred income taxes                                   831,093          807,278
  Accumulated deferred investment tax credits                         139,899          145,561
  Obligations under capital leases                                     10,156           43,362
  Deferred interest - Waterford 3 lease obligation                     16,809           23,947
  Other                                                               114,665          116,696
                                                                   ----------       ---------- 
           Total                                                    1,112,622        1,136,844
                                                                   ----------       ---------- 
Long-term debt                                                      1,373,233        1,385,171
Preferred stock with sinking fund                                      92,500          100,009
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                     70,000                -

Shareholder's Equity:
  Preferred stock without sinking fund                                100,500          160,500
  Common stock, $0.01 par value, authorized
    250,000,000 shares; issued and outstanding
    165,173,180 shares in 1996 and 1995                             1,088,900        1,088,900
  Capital stock expense and other                                      (2,659)          (4,836)
  Retained earnings                                                    63,764           72,150
                                                                   ----------       ---------- 
           Total                                                    1,250,505        1,316,714
                                                                   ----------       ---------- 
Commitments and Contingencies (Note 2, 9, and 10)

           TOTAL                                                   $4,279,278       $4,331,523
                                                                   ==========       ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
               ENTERGY LOUISIANA, INC.
           STATEMENTS OF RETAINED EARNINGS

                                                             For the Years Ended December 31,
                                                            1996          1995          1994
                                                                     (In Thousands)
<S>                                                        <C>          <C>            <C>
Retained Earnings, January 1                               $72,150      $113,420       $89,849
  Add:
    Net income                                             190,762       201,537       213,839
                                                          --------      --------      --------
        Total                                              262,912       314,957       303,688
  Deduct:                                                 --------      --------      --------
    Dividends declared:
      Preferred stock                                       17,412        20,775        22,359
      Common stock                                         179,200       221,500       167,100
    Capital stock expenses                                   2,536           532           809
                                                          --------      --------      --------
        Total                                              199,148       242,807       190,268
                                                          --------      --------      --------
Retained Earnings, December 31 (Note 8)                    $63,764       $72,150      $113,420
                                                          ========      ========      ========

See Notes to Financial Statements.
</TABLE>
<PAGE>                        
                        ENTERGY LOUISIANA, INC.
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
<TABLE>
<CAPTION>

                                   1996         1995         1994          1993         1992
                                           (In Thousands)
<S>                             <C>          <C>          <C>           <C>           <C>
Operating revenues              $1,828,867   $1,674,875   $1,710,415    $ 1,731,541   $1,553,745
Net income                      $  190,762   $  201,537   $  213,839    $   188,808   $  182,989
Total assets                    $4,279,278   $4,331,523   $4,435,439    $ 4,463,998   $4,109,148
Long-term obligations (1)       $1,545,889   $1,528,542   $1,530,558    $ 1,611,436   $1,622,909
</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>

                                    1996          1995         1994         1993         1992
                                                           (In Thousands)
<S>                                 <C>          <C>           <C>          <C>          <C>
Electric Operating Revenues:                                                                    
   Residential                      $609,308     $583,373      $577,084     $572,738     $518,255
   Commercial                        374,515      353,582       358,672      345,254      320,688
   Industrial                        727,505      641,196       659,061      652,574      578,741
   Governmental                       33,621       31,616        31,679       29,723       27,780
                                  ---------------------------------------------------------------
     Total retail                  1,744,949    1,609,767     1,626,496    1,600,289    1,445,464
   Sales for resale                                                                      
     Associated companies              5,065        1,178           352        4,849        5,454
     Non-associated companies         58,685       48,987        36,928       46,414       33,178
   Other                              20,168       14,943        46,639       79,989       69,649
                                  ---------------------------------------------------------------
     Total                        $1,828,867   $1,674,875    $1,710,415   $1,731,541   $1,553,745
                                  ===============================================================
Billed Electric Energy                                                                          
 Sales (Millions of kWh):                                                                         
   Residential                         7,893        7,855         7,449        7,368        6,996
   Commercial                          4,846        4,786         4,631        4,435        4,307
   Industrial                         17,647       16,971        16,561       15,914       15,013
   Governmental                          457          439           423          398          385
                                  ---------------------------------------------------------------
     Total retail                     30,843       30,051        29,064       28,115       26,701
   Sales for resale                                                                      
     Associated companies                143           44            10          112          204
     Non-associated companies            982        1,293           776        1,213        1,101
                                  ---------------------------------------------------------------
     Total                            31,968       31,388        29,850       29,440       28,006
                                  ===============================================================
</TABLE>




<PAGE>

                   REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of
Entergy Mississippi, Inc.


We have audited the accompanying balance sheets of Entergy Mississippi,
Inc.  (formerly Mississippi Power & Light Company) as of  December  31,
1996  and 1995, and the related statements of income, retained earnings
and cash flows for each of the three years in the period ended December
31,  1996.   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 generally accepted auditing
standards. 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,  the financial statements referred to  above  present
fairly, in all material respects, the financial position of the Company
as of December 31, 1996 and 1995, and the results of its operations and
its  cash  flows  for  each  of  the  three years in the  period  ended
December  31,  1996  in conformity with generally  accepted  accounting
principles.


COOPERS & LYBRAND L.L.P.

New Orleans, Louisiana
February 13, 1997
                                   
                                   
<PAGE>                                   
                       ENTERGY MISSISSIPPI, INC.
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


Net Income

      Net  income  increased in 1996 primarily  due  to  reduced  other
operation and maintenance expenses, partially offset by an increase  in
income tax expense.

      Net  income increased in 1995 primarily due to increased revenues
and  a  decrease in other operation and maintenance expenses  partially
offset by an increase in income tax expense.

      Significant  factors  affecting the  results  of  operations  and
causing  variances  between the years 1996 and 1995,  and  between  the
years  1995  and  1994,  are  discussed  under  "Revenues  and  Sales,"
"Expenses," and "Other" below.

Revenues and Sales

      See  "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON,"  following
the  financial  statements, for information on  operating  revenues  by
source and kWh sales.

      The  changes in electric operating revenues for the twelve months
ended December 31, 1996 and 1995, are as follows:
                                                         Increase/
                                                        (Decrease)
                        Description                    1996     1995
                                                     (In Millions)
                                                                  
          Change in base revenues                     ($2.2)   ($6.1)
          Grand Gulf Rate Rider                         7.1     (0.6)
          Fuel cost recovery                           33.6     12.8
          Sales volume/weather                          8.5     14.9
          Other revenue (including unbilled)           (2.1)     5.6
          Sales for resale                             23.7      3.4
                                                      -----    -----
          Total                                       $68.6    $30.0
                                                      =====    =====

      Electric  operating revenues increased in 1996 primarily  due  to
increases  in  fuel adjustment revenues, the Grand Gulf 1  rate  rider,
sales  for  resale, and retail energy sales.  Fuel adjustment  revenues
increased  in  response to higher fuel costs.  In  connection  with  an
annual MPSC review, in October 1995, Entergy Mississippi's Grand Gulf 1
rate  rider  was adjusted upward as a result of its undercollection  of
Grand  Gulf 1 costs.  The fuel adjustment clause and the Grand  Gulf  1
rate  rider  do not affect net income.  Sales for resale,  specifically
sales  to  associated companies, increased primarily due to changes  in
the generation requirements and availability among the domestic utility
companies.   The  increase in retail sales volume is primarily  due  to
increased customer usage.

      Electric operating revenues increased in 1995 primarily due to an
increase  in  retail  and  wholesale  energy  sales  and  higher   fuel
adjustment  revenues,  partially offset  by  rate  reductions.   Retail
energy  sales  increased primarily due to the  impact  of  weather  and
increased  customer  usage.   Fuel  adjustment  revenues  increased  in
response to higher fuel costs and do not impact net income.

<PAGE>
                       ENTERGY MISSISSIPPI, INC.
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


Expenses

      Operating expenses increased in 1996 due to an increase in  fuel,
and  purchased power expenses, partially offset by a decrease in  other
operation and maintenance expenses.  Fuel and purchased power  expenses
increased  as a result of higher fuel costs and an increase  in  energy
sales.  Other operation and maintenance expenses decreased as a  result
of  lower  payroll, contract work, and materials and supplies expenses.
Payroll expenses decreased due to restructuring costs recorded in  1995
and  the  resulting decrease in employees.  Contract work and materials
and  supplies expenses decreased because of the turbine repairs at some
of Entergy Mississippi's generating plants in 1995.

      Operating expenses decreased in 1995 due primarily to a  decrease
in  other  operation  and maintenance expenses.   Other  operation  and
maintenance expense decreased in 1995 due to 1994 Merger-related  costs
allocated  to Entergy Mississippi and payroll expenses.  No significant
Merger-related costs were allocated to Entergy Mississippi during 1995.
Payroll  expenses  decreased as a result of the  restructuring  program
announced  and  accrued  for  during 1994.   In  addition,  maintenance
expenses decreased at various power plants.

Other

      Income tax expense increased in 1996 as a result of higher pretax
income.  Income tax expense increased in 1995 due primarily to the 1994
write-off  of  unamortized deferred investment tax credits  and  higher
pretax income in 1995.

<PAGE>
<TABLE>
<CAPTION>

                  ENTERGY MISSISSIPPI, INC.
                     STATEMENTS OF INCOME

                                                                         For the Years Ended December 31,
                                                                      1996            1995            1994
                                                                                  (In Thousands)

<S>                                                                 <C>             <C>             <C>
Operating Revenues                                                  $958,430        $889,843        $859,845
                                                                    --------        --------        --------

Operating Expenses:
  Operation and maintenance:
     Fuel, fuel-related expenses, and
       gas purchased for resale                                      207,116         163,198         164,428
     Purchased power                                                 272,812         240,519         235,019
     Other operation and maintenance                                 122,628         144,183         156,954
  Depreciation, amortization, and decommissioning                     40,313          38,197          36,592
  Taxes other than income taxes                                       43,389          46,019          43,963
  Amortization of rate deferrals                                     107,576         107,339         110,481
                                                                    --------        --------        --------
        Total                                                        793,834         739,455         747,437
                                                                    --------        --------        --------
Operating Income                                                     164,596         150,388         112,408
                                                                    --------        --------        --------
Other Income (Deductions):
  Allowance for equity funds used
   during construction                                                 1,143             950           1,660
  Miscellaneous - net                                                  1,662           3,036          (1,117)
                                                                    --------        --------        --------
        Total                                                          2,805           3,986             543
                                                                    --------        --------        --------
Interest Charges:
  Interest on long-term debt                                          44,137          46,998          47,835
  Other interest - net                                                 3,870           4,638           4,929
  Allowance for borrowed funds used
   during construction                                                  (923)           (806)         (1,067)
                                                                    --------        --------        --------
        Total                                                         47,084          50,830          51,697
                                                                    --------        --------        --------
Income Before Income Taxes                                           120,317         103,544          61,254

Income Taxes                                                          41,106          34,877          12,475
                                                                    --------        --------        --------
Net Income                                                            79,211          68,667          48,779

Preferred Stock Dividend Requirements
  and Other                                                            5,010           7,515           7,624
                                                                    --------        --------        --------
Earnings Applicable to Common Stock                                  $74,201         $61,152         $41,155
                                                                    ========        ========        ========

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

                          ENTERGY MISSISSIPPI, INC.
                           STATEMENTS OF CASH FLOWS

                                                                                     For the Years Ended December 31,
                                                                                     1996          1995          1994
                                                                                              (In Thousands)
<S>                                                                                 <C>           <C>           <C>
Operating Activities:
  Net income                                                                        $79,211       $68,667       $48,779
  Noncash items included in net income:
    Change in rate deferrals                                                        130,602       114,304       109,105
    Depreciation and amortization                                                    40,313        38,197        36,592
    Deferred income taxes and investment tax credits                                (32,887)      (36,774)      (34,409)
    Allowance for equity funds used during construction                              (1,143)         (950)       (1,660)
  Changes in working capital:
    Receivables                                                                      (4,123)       (5,277)       33,154
    Fuel inventory                                                                       20        (1,901)        3,872
    Accounts payable                                                                     88        15,553        (8,783)
    Taxes accrued                                                                    (2,157)        7,818        (3,431)
    Interest accrued                                                                   (925)        1,457        (2,794)
    Other working capital accounts                                                    4,074       (21,108)       13,480
  Change in other regulatory assets                                                 (28,573)        1,075        (7,219)
  Other                                                                              (2,534)        3,882         8,428
                                                                                   --------      --------      --------
    Net cash flow provided by operating activities                                  181,966       184,943       195,114
                                                                                   --------      --------      --------
Investing Activities:
  Construction expenditures                                                         (85,018)      (79,146)     (121,386)
  Allowance for equity funds used during construction                                 1,143           950         1,660
                                                                                   --------      --------      --------
    Net cash flow used in investing activities                                      (83,875)      (78,196)     (119,726)
                                                                                   --------      --------      --------
Financing Activities:
  Proceeds from the issuance of:
    General and refunding mortgage bonds                                                  -        79,480        24,534
    Other long-term debt                                                                  -             -        15,652
  Retirement of:
    General and refunding mortgage bonds                                            (26,000)      (45,000)      (30,000)
    First mortgage bonds                                                            (35,000)      (20,000)      (18,000)
    Other long-term debt                                                                (15)         (965)      (16,045)
  Redemption of preferred stock                                                      (9,876)      (15,000)      (15,000)
  Changes in short-term borrowings - net                                             50,253       (30,000)       18,432
  Dividends paid:
    Common stock                                                                    (79,900)      (61,700)      (45,600)
    Preferred stock                                                                  (5,000)       (6,215)       (7,762)
                                                                                   --------      --------      --------
    Net cash flow used in financing activities                                     (105,538)      (99,400)      (73,789)
                                                                                   --------      --------      --------
Net increase (decrease) in cash and cash equivalents                                 (7,447)        7,347         1,599

Cash and cash equivalents at beginning of period                                     16,945         9,598         7,999
                                                                                   --------      --------      --------
Cash and cash equivalents at end of period                                           $9,498       $16,945        $9,598
                                                                                   ========      ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                            $46,769       $48,617       $52,737
    Income taxes                                                                    $73,687       $67,746       $39,000

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

                  ENTERGY MISSISSIPPI, INC.
                        BALANCE SHEETS
                            ASSETS

                                                                              December 31,
                                                                        1996             1995
                                                                            (In Thousands)
<S>                                                                <C>              <C>
Current Assets:
  Cash and cash equivalents:
    Cash                                                               $2,384           $2,574
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                                -            3,248
        Other                                                               -           11,123
    Special deposits                                                    7,114                -
                                                                   ----------       ----------
           Total cash and cash equivalents                              9,498           16,945
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $1.4 million in 1996 and $1.6 million in 1995)                 44,809           46,214
    Associated companies                                                4,382            1,134
    Other                                                               2,014            1,967
    Accrued unbilled revenues                                          49,383           47,150
  Fuel inventory - at average cost                                      6,661            6,681
  Materials and supplies - at average cost                             17,567           19,233
  Rate deferrals                                                      142,504          130,622
  Prepayments and other                                                 7,434           11,536
                                                                   ----------       ----------
           Total                                                      284,252          281,482
                                                                   ----------       ----------
Other Property and Investments:
  Investment in subsidiary companies - at equity                        5,531            5,531
  Other - at cost (less accumulated depreciation)                       7,923            5,615
                                                                   ----------       ----------
           Total                                                       13,454           11,146
                                                                   ----------       ----------
Utility Plant:
  Electric                                                          1,633,484        1,559,955
  Construction work in progress                                        47,373           55,443
                                                                   ----------       ----------
           Total                                                    1,680,857        1,615,398
  Less - accumulated depreciation and amortization                    635,754          613,712
                                                                   ----------       ----------
           Utility plant - net                                      1,045,103        1,001,686
                                                                   ----------       ----------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                    104,588          247,072
    SFAS 109 regulatory asset - net                                    11,813            6,445
    Unamortized loss on reacquired debt                                 9,254           10,105
    Other regulatory assets                                            46,309           17,736
  Other                                                                 6,693            6,311
                                                                   ----------       ----------
           Total                                                      178,657          287,669
                                                                   ----------       ----------
           TOTAL                                                   $1,521,466       $1,581,983
                                                                   ==========       ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                  ENTERGY MISSISSIPPI, INC.
                        BALANCE SHEETS
                LIABILITIES AND CAPITALIZATION

                                                                            December 31,
                                                                        1996             1995
                                                                           (In Thousands)
<S>                                                                <C>              <C>
Current Liabilities:
  Currently maturing long-term debt                                   $96,015          $61,015
  Notes payable - associated companies                                 50,253                -
  Accounts payable:
    Associated companies                                               32,878           24,391
    Other                                                              23,701           32,100
  Customer deposits                                                    26,258           24,339
  Taxes accrued                                                        26,482           28,639
  Accumulated deferred income taxes                                    58,634           54,090
  Interest accrued                                                     20,909           21,834
  Other                                                                 3,065            6,875
                                                                   ----------       ----------
           Total                                                      338,195          253,283
                                                                   ----------       ----------
Deferred Credits and Other Liabilities:
  Accumulated deferred income taxes                                   249,522          278,581
  Accumulated deferred investment tax credits                          25,422           27,978
  Other                                                                19,445           22,515
                                                                   ----------       ----------
           Total                                                      294,389          329,074
                                                                   ----------       ----------
Long-term debt                                                        399,054          494,404
Preferred stock with sinking fund                                       7,000           16,770

Shareholder's Equity:
  Preferred stock without sinking fund                                 57,881           57,881
  Common stock, no par value, authorized
    15,000,000 shares; issued and outstanding
    8,666,357 shares in 1996 and 1995                                 199,326          199,326
  Capital stock expense and other                                        (143)            (218)
  Retained earnings                                                   225,764          231,463
                                                                   ----------       ----------
           Total                                                      482,828          488,452
                                                                   ----------       ----------
Commitments and Contingencies (Note 2 and 9)

           TOTAL                                                   $1,521,466       $1,581,983
                                                                   ==========       ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

              ENTERGY MISSISSIPPI, INC.
           STATEMENTS OF RETAINED EARNINGS

                                                           For the Years Ended December 31,
                                                            1996          1995          1994
                                                                    (In Thousands)
<S>                                                       <C>           <C>           <C>
Retained Earnings, January 1                              $231,463      $232,011      $236,337
  Add:
    Net income                                              79,211        68,667        48,779
                                                          --------      --------      --------
        Total                                              310,674       300,678       285,116
  Deduct:                                                 --------      --------      --------
    Dividends declared:
      Preferred stock                                        4,803         5,971         7,404
      Common stock                                          79,900        61,700        45,600
    Preferred stock expenses                                   207         1,544           101
                                                          --------      --------      --------
        Total                                               84,910        69,215        53,105
                                                          --------      --------      --------
Retained Earnings, December 31 (Note 8)                   $225,764      $231,463      $232,011
                                                          ========      ========      ========

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       ENTERGY MISSISSIPPI, INC.
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                   
                                   
                                  1996         1995         1994         1993         1992
                                                       (In Thousands)
<S>                             <C>          <C>          <C>          <C>          <C>              
Operating revenues              $  958,430   $  889,843   $   859,845  $   883,818  $   799,483
Net Income                      $   79,211   $   68,667   $    48,779  $    69,037  $    65,036
Total assets                    $1,521,466   $1,581,983   $ 1,637,828  $ 1,681,992  $ 1,665,480
Long-term obligations (1)       $  406,421   $  511,613   $   507,555  $   563,612  $   576,787
</TABLE>
(1)  Includes long-term debt (excluding currently maturing debt),  and
     preferred  stock with sinking fund, and noncurrent capital  lease
     obligations.
<TABLE>
<CAPTION>
                                    1996        1995        1994        1993        1992
                                                       (In Thousands)
<S>                                <C>         <C>          <C>         <C>         <C>
Electric Operating Revenues:                                                               
   Residential                     $358,264    $336,194     $332,567    $341,620    $309,614
   Commercial                       281,626     262,786      257,154     251,285     236,191
   Industrial                       185,351     178,466      184,637     182,060     169,977
   Governmental                      29,093      27,410       27,495      28,530      26,377
                                   ---------------------------------------------------------
     Total retail                   854,334     804,856      801,853     803,495     742,159
   Sales for resale                                                                  
     Associated companies            58,749      35,928       37,747      34,640      17,988
     Non-associated companies        22,814      21,906       16,728      21,100      19,995
   Other                             22,533      27,153        3,517      24,583      19,341
                                   ---------------------------------------------------------
     Total                         $958,430    $889,843     $859,845    $883,818    $799,483
                                   =========================================================
Billed Electric Energy                                                                     
 Sales (Millions of kWh):                                                                    
   Residential                        4,355       4,233        4,014       3,983       3,644
   Commercial                         3,508       3,368        3,151       2,928       2,804
   Industrial                         3,063       3,044        2,985       2,787       2,631
   Governmental                         346         336          330         336         318
                                   ---------------------------------------------------------
     Total retail                    11,272      10,981       10,480      10,034       9,397
   Sales for resale                                                                  
     Associated companies             1,368         959        1,079         758         253
     Non-associated companies           521         692          512         670         937
                                   ---------------------------------------------------------
     Total                           13,161      12,632       12,071      11,462      10,587
                                   =========================================================
</TABLE>                                                      
<PAGE>

                   REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of
Entergy New Orleans, Inc.


We have audited the accompanying balance sheets of Entergy New Orleans,
Inc. (formerly New Orleans Public Service Inc.) as of December 31, 1996
and  1995, and the related statements of income, retained earnings  and
cash  flows  for each of  the three years in the period ended  December
31,  1996.   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 generally accepted auditing
standards. 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,  the financial statements referred to  above  present
fairly, in all material respects, the financial position of the Company
as of December 31, 1996 and 1995, and the results of its operations and
its  cash  flows  for  each of  the three years  in  the  period  ended
December  31,  1996  in conformity with generally  accepted  accounting
principles.


COOPERS & LYBRAND L.L.P.

New Orleans, Louisiana
February 13, 1997
                                   

<PAGE>

                       ENTERGY NEW ORLEANS, INC.
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS

Net Income

      Net  income  decreased in 1996 primarily due to the rate  refund
recorded in December 1996, based on the Council's  review of   Entergy
New  Orleans' 1996 earnings.  The decrease in net income was partially
offset by reduced other operating and maintenance expenses.

       Net  income  increased in 1995 principally due to 1994  refunds
associated  with  the 1994 NOPSI Settlement and a  decrease  in  other
operation  and  maintenance expense, partially offset by  a  permanent
rate reduction that took place January 1, 1995.

      Significant  factors  affecting the results  of  operations  and
causing  variances between the years 1996 and 1995,  and  between  the
years  1995  and  1994,  are  discussed under  "Revenues  and  Sales",
"Expenses", and "Other" below.

Revenues and Sales

     See "SELECTED FINANCIAL DATA-FIVE-YEAR COMPARISON," following the
financial  statements, for information on electric operating  revenues
by source and kWh sales.

      The changes in electric operating revenues for the twelve months
ended December 31, 1996 and 1995 are as follows:
                                                      Increase/
                                                      (Decrease)
                     Description                     1996     1995
                                                      (In Millions)
                                                                
       Change in base revenues                      ($8.5)    $7.8
       Fuel cost recovery                            28.5     (0.3)
       Sales volume/weather                          (4.8)    12.5
       Other revenue (including unbilled)            (1.4)     6.1
       Sales for resale                              (0.5)     3.5
                                                    -----    -----
       Total                                        $13.3    $29.6
                                                    =====    =====        


      In 1996, electric operating revenues increased primarily due  to
higher fuel adjustment revenues, caused by elevated fuel prices, which
do  not  affect net income.  The increase was offset by a rate  refund
recorded  in  1996,  as  discussed in "Net Income"  above,  and  lower
industrial   sales   attributable  to  a  significant   reduction   in
electricity  usage  by a large customer.  Electric operating  revenues
increased in 1995 as a result of refunds in 1994 associated  with  the
1994  NOPSI Settlement and an increase in energy sales.  The  increase
in energy sales in 1995 was primarily due to weather effects on retail
sales and an increase in sales for resale.

      Gas operating revenues in 1996 increased primarily due to higher
gas  prices.  This increase was offset by the rate refund recorded  in
1996,  as  discussed  in "Net Income" above.  Gas  operating  revenues
decreased in 1995 primarily due to the rate reduction agreed to in the
NOPSI  Settlement effective January 1, 1995, and a lower unit purchase
price for gas purchased for resale.

                                   
<PAGE>                                   
                       ENTERGY NEW ORLEANS, INC.
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS
                                   

Expenses

      In  1996,  operating  expenses  increased  due  to  higher  fuel
expenses,  including  purchased power, and gas purchased  for  resale.
This  increase  was offset by reduced amortization  of  previous  rate
deferrals, the recording of rate deferrals, and lower other  operation
and  maintenance expenses.  Fuel expenses, including gas purchased for
resale,  increased  as a result of significantly higher  unit  prices.
Purchased  power  increased due to changes in generation  availability
and requirements among the domestic utility companies.  Rate deferrals
increased  due to the deferral of a portion of the System Energy  rate
increase being billed to Entergy New Orleans, as discussed in Note  2.
Other  operation and maintenance expenses decreased primarily  due  to
lower  payroll  expenses due to restructuring and  reduced  regulatory
commission expenses.

      Operating expenses increased in 1995 due primarily to  increased
amortization of rate deferrals, partially offset by a decrease in fuel
and other operation and maintenance expenses.  Fuel expenses decreased
in  1995  primarily due to a decrease in fuel prices.  Other operation
and  maintenance  expenses decreased primarily due to  a  decrease  in
maintenance  activity  and  lower  payroll  expenses.   In  1995,  the
increase  in the amortization of rate deferrals is primarily a  result
of the collection of larger amounts of previously deferred costs under
the 1991 NOPSI Settlement, which allowed Entergy New Orleans to record
an  additional $90 million of previously incurred Grand Gulf 1-related
costs.

Other

      Income  taxes  decreased  in 1996 due to  lower  pretax  income.
Income  taxes increased in 1995 as a result of lower pretax income  in
1994  due  to  the  1994  NOPSI Settlement and the  write-off  of  the
unamortized  balances of deferred investment tax credits  pursuant  to
the FERC Settlement in 1994.

<PAGE>
<TABLE>
<CAPTION>

                  ENTERGY NEW ORLEANS, INC.
                     STATEMENTS OF INCOME

                                                                        For the Years Ended December 31,
                                                                      1996            1995            1994
                                                                                 (In Thousands)
<S>                                                                 <C>             <C>             <C>
Operating Revenues:
  Electric                                                          $403,254        $390,002        $360,430
  Natural gas                                                        101,023          80,276          87,357
                                                                    --------        --------        --------
        Total                                                        504,277         470,278         447,787
                                                                    --------        --------        --------

Operating Expenses:
  Operation and maintenance:
     Fuel, fuel-related expenses, and
       gas purchased for resale                                      129,059         102,314         113,735
     Purchased power                                                 176,450         145,920         145,935
     Other operation and maintenance                                  71,421          76,510          80,656
  Depreciation, amortization, and decommissioning                     20,007          19,420          19,275
  Taxes other than income taxes                                       27,388          27,805          27,814
  Rate deferrals                                                      (4,866)         (4,392)              -
  Amortization of rate deferrals                                      27,240          31,971          27,009
                                                                    --------        --------        --------
        Total                                                        446,699         399,548         414,424
                                                                    --------        --------        --------
Operating Income                                                      57,578          70,730          33,363
                                                                    --------        --------        --------
Other Income:
  Allowance for equity funds used
   during construction                                                   321             158             331
  Miscellaneous - net                                                  1,146           1,639           2,141
                                                                    --------        --------        --------
        Total                                                          1,467           1,797           2,472
                                                                    --------        --------        --------
Interest Charges:
  Interest on long-term debt                                          15,268          15,948          17,092
  Other interest - net                                                 1,036           1,853           1,179
  Allowance for borrowed funds used
   during construction                                                  (252)           (127)           (247)
                                                                    --------        --------        --------
        Total                                                         16,052          17,674          18,024
                                                                    --------        --------        --------
Income Before Income Taxes                                            42,993          54,853          17,811

Income Taxes                                                          16,217          20,467           4,600
                                                                    --------        --------        --------
Net Income                                                            26,776          34,386          13,211

Preferred Stock Dividend Requirements
  and Other                                                              965           1,411           1,581
                                                                    --------        --------        --------
Earnings Applicable to Common Stock                                  $25,811         $32,975         $11,630
                                                                    ========        ========        ========

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          ENTERGY NEW ORLEANS, INC.
                           STATEMENTS OF CASH FLOWS


                                                                                       For the Years Ended December 31,
                                                                                      1996          1995          1994
                                                                                               (In Thousands)
<S>                                                                                 <C>           <C>           <C>
Operating Activities:
  Net income                                                                        $26,776       $34,386       $13,211
  Noncash items included in net income:
    Change in rate deferrals                                                         35,917        31,564        24,106
    Depreciation and amortization                                                    20,007        19,420        19,275
    Deferred income taxes and investment tax credits                                (12,274)       (1,998)      (18,006)
    Allowance for equity funds used during construction                                (321)         (158)         (331)
  Changes in working capital:
    Receivables                                                                         832        (5,468)       15,362
    Accounts payable                                                                 (5,638)       12,566       (19,132)
    Taxes accrued                                                                    (4,350)        3,225        (2,832)
    Interest accrued                                                                    214          (131)         (230)
    Income tax refund                                                                     -        20,172       (20,172)
    Other working capital accounts                                                   (5,216)       (4,803)       18,454
  Other                                                                             (11,941)       (9,500)        8,851
                                                                                   --------       -------       -------
    Net cash flow provided by operating activities                                   44,006        99,275        38,556
                                                                                   --------       -------       -------
Investing Activities:
  Construction expenditures                                                         (27,956)      (27,836)      (22,777)
  Allowance for equity funds used during construction                                   321           158           331
                                                                                   --------       -------       -------
    Net cash flow used in investing activities                                      (27,635)      (27,678)      (22,446)
                                                                                   --------       -------       -------
Financing Activities:
  Proceeds from the issuance of general and refunding mortgage bonds                 39,608        29,805             -
  Retirement of:
    First mortgage bonds                                                            (23,250)            -             -
    General and refunding mortgage bonds                                            (30,000)      (24,200)      (15,000)
  Redemption of preferred stock                                                           -        (3,525)       (1,500)
  Dividends paid:
    Common stock                                                                    (34,000)      (30,600)      (33,300)
    Preferred stock                                                                    (965)       (1,362)       (1,596)
                                                                                   --------       -------       -------
   Net cash flow used in financing activities                                       (48,607)      (29,882)      (51,396)
                                                                                   --------       -------       -------
Net increase (decrease) in cash and cash equivalents                                (32,236)       41,715       (35,286)

Cash and cash equivalents at beginning of period                                     49,746         8,031        43,317
                                                                                   --------       -------       -------
Cash and cash equivalents at end of period                                          $17,510       $49,746        $8,031
                                                                                   ========       =======       =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                            $15,357       $17,187       $17,707
    Income taxes (refund) - net                                                     $31,870         ($941)      $45,984

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

                  ENTERGY NEW ORLEANS, INC.
                        BALANCE SHEETS
                            ASSETS

                                                                             December 31,
                                                                        1996             1995
                                                                            (In Thousands)
<S>                                                                <C>              <C>
Current Assets:
  Cash and cash equivalents:
    Cash                                                               $1,015           $1,693
    Temporary cash investments - at cost,
      which approximates market:
       Associated companies                                             7,435           10,860
       Other                                                            9,060           37,193
                                                                     --------         --------
           Total cash and cash equivalents                             17,510           49,746
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $0.7 million in 1996 and $0.5 million in 1995)                 27,430           29,168
    Associated companies                                                  714              551
    Other                                                               1,764              843
    Accrued unbilled revenues                                          17,064           17,242
  Deferred electric fuel and resale gas costs                           7,290            2,647
  Materials and supplies - at average cost                              9,904            8,950
  Rate deferrals                                                       37,692           35,191
  Prepayments and other                                                 7,157            4,529
                                                                     --------         --------
           Total                                                      126,525          148,867
                                                                     --------         --------
Other Property and Investments:
  Investment in subsidiary companies - at equity                        3,259            3,259
                                                                     --------         --------
Utility Plant:
  Electric                                                            503,061          483,581
  Natural gas                                                         122,700          121,083
  Construction work in progress                                        18,247           17,525
                                                                     --------         --------
           Total                                                      644,008          622,189
  Less - accumulated depreciation and amortization                    347,790          335,021
                                                                     --------         --------
           Utility plant - net                                        296,218          287,168
                                                                     --------         --------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                     99,498          137,916
    SFAS 109 regulatory asset - net                                     6,051            6,813
    Unamortized loss on reacquired debt                                 1,647            1,932
    Other regulatory assets                                            15,908            9,204
  Other                                                                   890            1,047
                                                                     --------         --------
           Total                                                      123,994          156,912
                                                                     --------         --------
           TOTAL                                                     $549,996         $596,206
                                                                     ========         ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                  ENTERGY NEW ORLEANS, INC.
                        BALANCE SHEETS
                LIABILITIES AND CAPITALIZATION

                                                                            December 31,
                                                                        1996             1995
                                                                           (In Thousands)
<S>                                                                <C>              <C>
Current Liabilities:
  Currently maturing long-term debt                                   $12,000          $38,250
  Accounts payable:
    Associated companies                                               18,757           13,851
    Other                                                              14,130           24,674
  Customer deposits                                                    18,974           18,214
  Taxes accrued                                                         1,204            5,554
  Accumulated deferred income taxes                                     5,584            9,174
  Interest accrued                                                      5,325            5,111
  Provision for rate refund                                            19,465           11,870
  Other                                                                 1,521            6,867
                                                                     --------         --------
           Total                                                       96,960          133,565
                                                                     --------         --------
Deferred Credits and Other Liabilities:
  Accumulated deferred income taxes                                    72,895           81,654
  Accumulated deferred investment tax credits                           7,984            8,618
  Accumulated provision for property insurance                         15,666           15,666
  Other                                                                24,713           29,654
                                                                     --------         --------
           Total                                                      121,258          135,592
                                                                     --------         --------
Long-term debt                                                        168,888          155,958

Shareholders' Equity:
  Preferred stock without sinking fund                                 19,780           19,780
  Common Shareholder's Equity:
   Common stock, $0.01 par value, authorized
    10,000,000 shares; issued and outstanding
    8,435,900 shares in 1996 and 1995                                  33,744           33,744
  Paid-in capital                                                      36,294           36,306
  Retained earnings subsequent to the elimination of
     the accumulated deficit on November 30, 1988                      73,072           81,261
                                                                     --------         --------
           Total                                                      162,890          171,091
                                                                     --------         --------

Commitments and Contingencies (Note 2 and 9)

           TOTAL                                                     $549,996         $596,206
                                                                     ========         ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                ENTERGY NEW ORLEANS
           STATEMENTS OF RETAINED EARNINGS

                                                             For the Years Ended December 31,
                                                            1996          1995          1994
                                                                     (In Thousands)
<S>                                                        <C>           <C>          <C>
Retained Earnings, January 1                               $81,261       $78,886      $100,556
  Add:
    Net income                                              26,776        34,386        13,211
                                                          --------      --------      --------
        Total                                              108,037       113,272       113,767
  Deduct:                                                 --------      --------      --------
    Dividends declared:
      Preferred stock                                          965         1,231         1,536
      Common stock                                          34,000        30,600        33,300
    Capital stock expenses                                       -           180            45
                                                          --------      --------      --------
        Total                                               34,965        32,011        34,881
                                                          --------      --------      --------
Retained Earnings, December 31 (Note 8)                    $73,072       $81,261       $78,886
                                                          ========      ========      ========

See Notes to Financial Statements.

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


                       ENTERGY NEW ORLEANS, INC.
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                   
                                   
                              1996       1995       1994        1993      1992
                                                (In Thousands)
<S>                         <C>        <C>         <C>        <C>       <C>
Operating revenues          $504,277   $470,278    $447,787   $514,822  $464,879
Net Income                  $ 26,776   $ 34,386    $ 13,211   $ 36,761  $ 26,424
Total assets                $549,996   $596,206    $592,894   $647,605  $621,691
Long-term obligations (1)   $168,888   $155,958    $167,610   $193,262  $165,917
</TABLE>
(1)  Includes long-term debt (excluding currently maturing debt).
<TABLE>
<CAPTION>
                                  1996        1995       1994       1993       1992
                                                    (In Thousands)
<S>                              <C>        <C>         <C>        <C>        <C>
Electric Operating Revenues:                                                         
   Residential                   $151,577   $141,353    $142,013   $151,423   $137,668
   Commercial                     149,649    144,374     162,410    167,788    160,229
   Industrial                      24,663     22,842      25,422     26,205     23,860
   Governmental                    58,561     52,880      58,726     61,548     56,023
                                 -----------------------------------------------------
     Total retail                 384,450    361,449     388,571    406,964    377,780
   Sales for resale                                                             
     Associated companies           2,649      3,217       2,061      2,487      3,086
     Non-associated companies       9,882      9,864       7,512      9,291      7,234
   Other (1)                        6,273     15,472     (37,714)     5,088      3,836
                                 -----------------------------------------------------
     Total                       $403,254   $390,002    $360,430   $423,830   $391,936
                                 =====================================================
Billed Electric Energy                                                               
 Sales (Millions of kWh):                                                              
   Residential                      1,998      2,049       1,896      1,914      1,806
   Commercial                       2,073      2,079       2,031      1,989      1,977
   Industrial                         481        537         518        499        457
   Governmental                       974        983         951        924        888
                                 -----------------------------------------------------
     Total retail                   5,526      5,648       5,396      5,326      5,128
   Sales for resale                                                             
     Associated companies              66        149          92         89        155
     Non-associated companies         212        297         202        262        250
                                 -----------------------------------------------------
     Total                          5,804      6,094       5,690      5,677      5,533
                                 =====================================================

</TABLE>

(1)  1994 includes the effects of the 1994 NOPSI Settlement.


<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS



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, 1996 and 1995,  and  the  related
statements of income, retained earnings and cash flows for each of  the
three  years  in  the period ended December 31, 1996.  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 generally accepted auditing
standards. 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,  the financial statements referred to  above  present
fairly, in all material respects, the financial position of the Company
as of December 31, 1996 and 1995, and the results of its operations and
its cash flows for each of the three years in the period ended December
31, 1996 in conformity with generally accepted accounting principles.

As discussed in Note 1 to the financial statements, in 1996 the Company
changed its method of accounting for incremental nuclear plant outage
maintenance costs.


COOPERS & LYBRAND L.L.P.

New Orleans, Louisiana
February 13, 1997

                                   
<PAGE>                                   
                     SYSTEM ENERGY RESOURCES, INC.
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


Net Income

      Net  income  increased slightly in 1996 primarily due  to  lower
interest charges attributed to the refinancing of higher-cost debt.

      Net income increased in 1995 primarily due to the effect of  the
FERC  Settlement which reduced 1994 net income by $80.2  million  (see
Note  2).   This  was  partially offset by  revenues  being  adversely
impacted by a lower return on System Energy's decreasing investment in
Grand Gulf 1.

      Significant  factors  affecting the results  of  operations  and
causing  variances between the years 1996 and 1995,  and  between  the
years  1995 and 1994, are discussed under "Revenues," "Expenses,"  and
"Other" below.

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 allocable
to its investment in Grand Gulf 1.

      Operating revenues increased in 1996 due to an increase in other
operation   and  maintenance  expenses,  and  increased  depreciation,
amortization,  and decommissioning expenses offset by  a  decrease  in
nuclear refueling outage expenses as discussed in "Expenses" below.

      Operating revenues increased in 1995 due primarily to the effect
of  the  FERC Settlement on 1994 revenues as discussed in "Net Income"
above  and  the  recovery of increased expenses in connection  with  a
Grand  Gulf  1  refueling outage offset by a lower  return  on  System
Energy's decreasing investment in Grand Gulf 1.  Revenues attributable
to  the return on investment are expected to continue to decline  each
year as a result of the depreciation of System Energy's investment  in
Grand Gulf 1.

Expenses

      Operating expenses increased in 1996 due primarily to  increases
in   other  operation  and  maintenance  expenses,  and  depreciation,
amortization,  and  decommissioning  expenses.   Other  operation  and
maintenance  expenses  increased primarily  because  of  higher  waste
disposal costs and medical benefit charges for the year.  The increase
in  decommissioning costs and depreciation rates is reflected  in  the
1995  System Energy FERC rate increase filing, subject to refund  (see
Note  2).   These  increases were partially offset by  a  decrease  in
nuclear  refueling  outage expenses.  The decrease in  nuclear  outage
expenses  was  primarily due to the effect of  deferring  the  nuclear
refueling  outage expenses in the fourth quarter of 1996  rather  than
recognizing those expenses as incurred (see Note 1).  Grand Gulf 1 was
on-line  for 322 days in 1996 as compared with 285 days in 1995.   The
increase  in the on-line days was primarily due to the unit's  shorter
eighth  refueling outage that lasted from October 19, 1996 to November
30,  1996  (41 days), compared to a 68-day outage in 1995,  and  to  a
lesser extent, unplanned outages in 1996 totaling 3 days, compared  to
12 days for 1995.

<PAGE>
                     SYSTEM ENERGY RESOURCES, INC.
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


      Operating  expenses  increased in 1995  due  to  higher  nuclear
refueling  outage expenses and higher depreciation, amortization,  and
decommissioning costs, partially offset by lower fuel  expenses  as  a
result of the refueling outage.  Grand Gulf 1 was on-line for 285 days
in  1995 as compared with 345 days in 1994.  The difference in the on-
line  days  was  primarily due to the unit's seventh refueling  outage
that lasted from April 15, 1995, to June 21, 1995 (68 days), and, to a
lesser extent, unplanned outages in 1995 totaling 12 days, compared to
20  days  in  1994.   Depreciation, amortization, and  decommissioning
costs  increased  due to a $4 million increase in amortization  (as  a
result  of the reclassification of $81 million of Grand Gulf  1  costs
and the accelerated amortization of the reclassified costs over a ten-
year  period  in  accordance with the 1994  FERC  Settlement)  and  $1
million in decommissioning.

Other

      Interest  expenses  decreased in  both  1996  and  in  1995  due
primarily  to the retirement and refinancing of higher-cost  long-term
debt.   In 1995, the decrease in interest expense was partially offset
by interest associated with the FERC Settlements refunds (See Note 2).
Income  taxes  increased in both 1996 and 1995 due  to  higher  pretax
income.

<PAGE>
<TABLE>
<CAPTION>

                SYSTEM ENERGY RESOURCES, INC.
                     STATEMENTS OF INCOME

                                                                        For the Years Ended December 31,
                                                                      1996            1995            1994
                                                                                 (In Thousands)

<S>                                                                 <C>             <C>             <C>
Operating Revenues                                                  $623,620        $605,639        $474,963
                                                                    --------        --------        --------

Operating Expenses:
  Operation and maintenance:
     Fuel, fuel-related expenses, and
       gas purchased for resale                                       43,761          40,262          48,107
     Nuclear refueling outage expenses                                 1,239          24,935               -
     Other operation and maintenance                                 105,453          98,441          96,504
  Depreciation, amortization, and decommissioning                    128,474         100,747          93,861
  Taxes other than income taxes                                       27,654          27,549          26,637
                                                                    --------        --------        --------
        Total                                                        306,581         291,934         265,109
                                                                    --------        --------        --------
Operating Income                                                     317,039         313,705         209,854
                                                                    --------        --------        --------
Other Income:
  Allowance for equity funds used
   during construction                                                 1,122           1,878           1,090
  Miscellaneous - net                                                  5,234           2,492           6,402
                                                                    --------        --------        --------
        Total                                                          6,356           4,370           7,492
                                                                    --------        --------        --------
Interest Charges:
  Interest on long-term debt                                         135,376         143,020         169,248
  Other interest - net                                                 8,344           8,491           7,257
  Allowance for borrowed funds used
   during construction                                                (1,114)         (1,968)         (1,403)
                                                                    --------        --------        --------
        Total                                                        142,606         149,543         175,102
                                                                    --------        --------        --------
Income Before Income Taxes                                           180,789         168,532          42,244

Income Taxes                                                          82,121          75,493          36,837
                                                                    --------        --------        --------
Net Income                                                           $98,668         $93,039          $5,407
                                                                    ========        ========        ========

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

                        SYSTEM ENERGY RESOURCES, INC.
                           STATEMENTS OF CASH FLOWS


                                                                                     For the Years Ended December 31,
                                                                                     1996          1995          1994
                                                                                              (In Thousands)
<S>                                                                                 <C>           <C>            <C>
Operating Activities:
  Net income                                                                        $98,668       $93,039        $5,407
  Noncash items included in net income:
    Depreciation, amortization, and decommissioning                                 128,474       100,747        93,861
    Deferred income taxes and investment tax credits                                 48,975       (45,337)      (30,640)
    Allowance for equity funds used during construction                              (1,122)       (1,878)       (1,090)
  Changes in working capital:
    Receivables                                                                       3,436       (66,433)       48,411
    Accounts payable                                                                    560       (18,955)       35,469
    Taxes accrued                                                                    (4,825)       37,266        14,430
    Interest accrued                                                                 (2,548)       (4,053)       (8,133)
    Other working capital accounts                                                  (13,430)      (21,874)       14,024
  Recoverable income taxes                                                                -             -        92,689
  Decommissioning trust contributions                                               (18,531)       (5,414)       (5,157)
  FERC Settlement - refund obligation                                                (4,009)       (3,540)       60,388
  Provision for estimated losses and reserves                                        46,919         3,167        (2,371)
  Other                                                                               4,290        29,725        19,699
                                                                                   --------       -------      --------
    Net cash flow provided by operating activities                                  286,857        96,460       336,987
                                                                                   --------       -------      --------
Investing Activities:
  Construction expenditures                                                         (29,469)      (21,747)      (20,766)
  Allowance for equity funds used during construction                                 1,122         1,878         1,090
  Nuclear fuel purchases                                                            (44,704)      (51,455)      (26,414)
  Proceeds from sale/leaseback of nuclear fuel                                       43,971        52,188             -
                                                                                   --------       -------      --------
    Net cash flow used in investing activities                                      (29,080)      (19,136)      (46,090)
                                                                                   --------       -------      --------
Financing Activities:
  Proceeds from the issuance of:                                                                        
    First mortgage bonds                                                            233,656             -        59,410
    Other long-term debt                                                            133,933        73,343             -
  Retirement of:
    First mortgage bonds                                                           (325,101)     (105,000)     (260,000)
    Other long-term debt                                                            (92,700)      (45,320)            -
  Premium and expenses paid on refinancing sale/leaseback bonds                           -             -       (48,436)
  Changes in short-term borrowings - net                                             (2,990)        2,990             -
  Common stock dividends paid                                                      (112,500)      (92,800)     (148,300)
                                                                                   --------       -------      --------
    Net cash flow used in financing activities                                     (165,702)     (166,787)     (397,326)
                                                                                   --------       -------      --------
Net  increase (decrease) in cash and cash equivalents                                92,075       (89,463)     (106,429)

Cash and cash equivalents at beginning of period                                        240        89,703       196,132
                                                                                   --------       -------      --------
Cash and cash equivalents at end of period                                          $92,315          $240       $89,703
                                                                                   ========       =======      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                           $138,483      $147,492      $176,503
    Income taxes (refund)                                                           $36,397       $87,016      ($39,586)
  Noncash investing and financing activities:
    Change in unrealized appreciation (depreciation) of
    decommissioning trust assets                                                       ($70)       $3,061       ($1,515)

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

                SYSTEM ENERGY RESOURCES, INC.
                        BALANCE SHEETS
                            ASSETS

                                                                             December 31,
                                                                         1996             1995
                                                                            (In Thousands)
<S>                                                                <C>              <C>
Current Assets:
  Cash and cash equivalents:
    Cash                                                                  $26             $240
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                           41,600                -
        Other                                                          50,689                -
                                                                   ----------       ----------
           Total cash and cash equivalents                             92,315              240
  Accounts receivable:
    Associated companies                                               71,337           72,458
    Other                                                               2,522            4,837
  Materials and supplies - at average cost                             66,302           67,661
  Deferred nuclear refueling outage costs                              24,005                -
  Prepayments and other                                                 4,929           16,050
                                                                   ----------       ----------
           Total                                                      261,410          161,246
                                                                   ----------       ----------
Other Property and Investments:
  Decommissioning trust fund                                           62,223           40,927
                                                                   ----------       ----------
Utility Plant:
  Electric                                                          2,994,445        2,977,303
  Electric plant under leases                                         447,409          444,305
  Construction work in progress                                        41,362           35,946
  Nuclear fuel under capital lease                                     83,558           71,374
                                                                   ----------       ----------
           Total                                                    3,566,774        3,528,928
  Less - accumulated depreciation and amortization                    974,472          861,752
                                                                   ----------       ----------
           Utility plant - net                                      2,592,302        2,667,176
                                                                   ----------       ----------
Deferred Debits and Other Assets:
  Regulatory assets:
    SFAS 109 regulatory asset - net                                   264,758          291,181
    Unamortized loss on reacquired debt                                57,785           52,702
    Other regulatory assets                                           207,214          203,731
  Other                                                                15,601           14,049
                                                                   ----------       ----------
           Total                                                      545,358          561,663
                                                                   ----------       ----------
           TOTAL                                                   $3,461,293       $3,431,012
                                                                   ==========       ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                SYSTEM ENERGY RESOURCES, INC.
                        BALANCE SHEETS
                LIABILITIES AND CAPITALIZATION

                                                                            December 31,
                                                                        1996             1995
                                                                          (In Thousands)
<S>                                                                <C>              <C>
Current Liabilities:
  Currently maturing long-term debt                                   $10,000         $250,000
  Notes payable - associated companies                                      -            2,990
  Accounts payable:
    Associated companies                                               18,245           17,458
    Other                                                              18,836           19,063
  Taxes accrued                                                        67,823           72,648
  Interest accrued                                                     34,195           36,743
  Obligations under capital leases                                     28,000           28,000
  Other                                                                 2,306            4,211
                                                                   ----------       ----------
           Total                                                      179,405          431,113
                                                                   ----------       ----------
Deferred Credits and Other Liabilities:
  Accumulated deferred income taxes                                   624,020          602,182
  Accumulated deferred investment tax credits                         103,647          107,119
  Obligations under capital leases                                     55,558           44,107
  FERC Settlement - refund obligation                                  52,839           56,848
  Other                                                               165,517           94,449
                                                                   ----------       ----------
           Total                                                    1,001,581          904,705
                                                                   ----------       ----------
Long-term debt                                                      1,418,869        1,219,917

Common Shareholder's Equity:
  Common stock, no par value, authorized
    1,000,000 shares; issued and outstanding
    789,350 shares in 1996 and 1995                                   789,350          789,350
  Paid-in capital                                                           -                7
  Retained earnings                                                    72,088           85,920
                                                                   ----------       ----------
           Total                                                      861,438          875,277
                                                                   ----------       ----------
Commitments and Contingencies (Note 2, 9, and 10)

           TOTAL                                                   $3,461,293       $3,431,012
                                                                   ==========       ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
            SYSTEM ENERGY RESOURCES, INC.
           STATEMENTS OF RETAINED EARNINGS

                                                            For the Years Ended December 31,
                                                            1996          1995          1994
                                                                     (In Thousands)
<S>                                                        <C>           <C>          <C>
Retained Earnings, January 1                               $85,920       $85,681      $228,574
  Add:
    Net income                                              98,668        93,039         5,407
                                                          --------      --------      --------
        Total                                              184,588       178,720       233,981
  Deduct:                                                 --------      --------      --------
    Dividends declared                                     112,500        92,800       148,300
                                                          --------      --------      --------
Retained Earnings, December 31 (Note 8)                    $72,088       $85,920       $85,681
                                                          ========      ========      ========

See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                     SYSTEM ENERGY RESOURCES, INC.
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                   
                                    
                                1996        1995         1994        1993        1992
                                                   (In Thousands)
<S>                         <C>          <C>          <C>         <C>         <C>
Operating revenues          $  623,620   $  605,639   $  474,963  $  650,768  $  723,410
Net income                  $   98,668   $   93,039   $    5,407  $   93,927  $  130,141
Total assets                $3,461,293   $3,431,012   $3,613,359  $3,891,066  $3,672,441
Long-term obligations (1)   $1,474,427   $1,264,024   $1,456,993  $1,536,593  $1,768,299
Electric energy sales                                                           
  (Millions of kWh)              8,302        7,212        8,653       7,113       7,354
</TABLE>

 (1) Includes  long-term  debt  (excluding  current  maturities)   and
     noncurrent capital lease 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 subsidiaries:  Entergy
Arkansas,  Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
Entergy   New   Orleans,  System  Energy,  Entergy  Services,   Entergy
Operations,   Entergy   Power,  Entergy  Enterprises,   Entergy   Power
Operations   Corporation,   Entergy  S.A.,  Entergy   Power   Marketing
Corporation, Entergy Power Development Corporation, Entergy  Technology
Holding  Company,  Entergy Power Edesur Holding LTD, Entergy  Transener
S.A.,  and  Entergy  Power  Development International  Corporation.   A
number  of  these subsidiaries have additional subsidiaries.  CitiPower
is a subsidiary of Entergy Power Development International Corporation.

      All  significant intercompany transactions have been  eliminated.
Entergy   Corporation's  utility  subsidiaries  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 and  its  subsidiaries'
financial  statements, in conformity with generally accepted accounting
principles, requires management to make estimates and assumptions  that
affect  reported  amounts of assets and liabilities and  disclosure  of
contingent assets and liabilities as of December 31, 1996 and 1995, and
the reported amounts of revenues and expenses during fiscal years 1996,
1995,  and  1994.  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  in
1996 financial statements.

Revenues and Fuel Costs

      Entergy  Arkansas,  Entergy Louisiana,  and  Entergy  Mississippi
generate,  transmit,  and distribute electricity (primarily  to  retail
customers)  in  the  states  of Arkansas, Louisiana,  and  Mississippi,
respectively.    Entergy   Gulf  States   generates,   transmits,   and
distributes electricity primarily to retail customers in the States  of
Texas  and  Louisiana; distributes gas at retail in the City  of  Baton
Rouge,  Louisiana,  and  vicinity; and also  sells  steam  to  a  large
refinery  complex  in  Baton Rouge.  Entergy  New  Orleans  sells  both
electricity  and  gas to retail customers in the City  of  New  Orleans
(except  for  Algiers,  where  Entergy  Louisiana  is  the  electricity
supplier).

      System  Energy's  operating revenues recover operating  expenses,
depreciation,  and  capital costs attributable to  Grand  Gulf  1  from
Entergy  Arkansas, Entergy Louisiana, Entergy Mississippi, and  Entergy
New Orleans.  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.   See  Note  2  for  a
discussion of System Energy's proposed rate increase.

     A portion of Entergy Arkansas' and Entergy Louisiana's purchase of
power from Grand Gulf has not been included in the determination of the
cost of service to retail customers by the APSC and LPSC, respectively,
as described in Note 2.

      The  domestic  utility  companies accrue estimated  revenues  for
energy delivered since the latest billings.

      The  domestic  utility companies' rate schedules (except  Entergy
Gulf  States'  Texas  retail rate schedules)  include  fuel  adjustment
clauses  that allow either current recovery or deferrals of fuel  costs
until  such costs are reflected in the related revenues.  Entergy  Gulf
States'  Texas  retail  rate  schedules include  a  fixed  fuel  factor
approved by the PUCT, which remains in effect until changed as part  of
a general rate case, fuel reconciliation, or fixed fuel factor filing.

Utility Plant

      Utility plant is stated at original cost.  The original  cost  of
utility  plant  retired or removed, plus the applicable removal  costs,
less  salvage,  is  charged to accumulated depreciation.   Maintenance,
repairs, and minor replacement costs are charged to operating expenses.
Substantially  all  of the utility plant is subject  to  liens  of  the
subsidiaries' mortgage bond indentures.

      Utility plant includes the portions of Grand Gulf 1 and Waterford
3  that  were  sold  and  currently are  leased  back.   For  financial
reporting purposes, these sale and leaseback transactions are reflected
as financing transactions.

      Net  electric utility plant in service, by company and functional
category,  as of December 31, 1996 (excluding owned and leased  nuclear
fuel,  the  accumulated provision for decommissioning,  and  the  plant
acquisition adjustment related to the Merger), is shown below:
<TABLE>
<CAPTION>
                        
                         Production                                                                 
                     Nuclear    Other  Transmission   Distribution   Other   Total
                                                          (In Millions)
<S>                  <C>      <C>        <C>            <C>         <C>      <C>                                          
Entergy Arkansas     $   987  $   390    $  454         $   909     $  121   $ 2,861
Entergy Gulf States    2,357      678       449             764        224     4,472
Entergy Louisiana      2,048      239       331             717         62     3,397
Entergy Mississippi        -      221       289             427         61       998
Entergy New Orleans        -       17        18             161         18       214
System Energy          2,438        -        16               -         14     2,468
Entergy                7,830    1,632     1,703           3,440        611    15,216
                                                                                                          
</TABLE>


     Depreciation is computed on the straight-line basis at rates based
on  the  estimated service lives and costs of removal  of  the  various
classes   of  property.   Depreciation  rates  on  average  depreciable
property are shown below:

                                                       
                                                              
              Entergy    Entergy     Entergy     Entergy      Entergy    System
    Entergy  Arkansas  Gulf States  Louisiana  Mississippi  New Orleans  Energy
                                                                          
1996  3.0%     3.2%       2.7%         3.0%        2.4%         3.1%      3.3%
1995  2.9%     3.3%       2.7%         3.0%        2.4%         3.1%      2.9%
1994  3.0%     3.4%       2.7%         3.0%        2.4%         3.1%      3.0%

      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  utility   plant   and
earnings,  it is only realized in cash through depreciation  provisions
included in rates.

Jointly-Owned Generating Stations

      Certain  Entergy Corporation subsidiaries own undivided interests
in  several jointly-owned electric generating facilities and record the
investments  and expenses associated with these generating stations  to
the extent of their respective ownership interests.  As of December 31,
1996, 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  Ownership    Investment  Depreciation
                                                                                            (In Thousands)
                                                                                                   
<S>                            <C>                   <C>      <C>          <C>         <C>          <C>
Entergy Arkansas                                                                                   
 Independence                  Unit 1                Coal       836        31.50%       $117,515    $43,646
                               Common Facilities     Coal                  15.75%         29,568      9,921
 White Bluff                   Units 1 and 2         Coal     1,660        57.00%        396,403    166,809
Entergy Gulf States                                                                                 
 River Bend                    Unit 1               Nuclear     936        70.00%      3,103,974    746,440
 Roy S. Nelson                 Unit 6                Coal       550        70.00%        400,221    166,820
 Big Cajun 2                   Unit 3                Coal       540        42.00%        222,957     86,699
Entergy Mississippi -                                                                               
 Independence                  Units 1 and 2         Coal     1,678        25.00%        224,814     79,934
System Energy -                                                                                     
 Grand Gulf                    Unit 1               Nuclear   1,179        90.00%(1)   3,429,562    974,472
Entergy Power -                                                                                     
 Independence                  Unit 2                Coal       842        21.50%        121,666     40,585
</TABLE>
     (1)  Includes an 11.5% leasehold interest - See Note 10

Income Taxes

      Entergy  Corporation  and its subsidiaries  file  a  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  Corporation
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 on the date of enactment.

      Investment tax credits are deferred and amortized based upon  the
average  useful  life of the related property in accordance  with  rate
treatment.

Acquisition Adjustment

      Entergy  Corporation, upon completion of the Merger  in  December
1993, recorded an acquisition adjustment in utility plant in the amount
of $380 million, representing the excess of the purchase price over the
historical cost of the Entergy Gulf States net assets acquired.  During
1994,  Entergy  recorded  an  additional $124  million  of  acquisition
adjustment   related  to  the  resolution  of  certain   preacquisition
contingencies and appropriate allocation of purchase price.

      The  acquisition adjustment is being amortized on a straight-line
basis   over  a  31-year  period  beginning  January  1,  1994,   which
approximates the remaining average book life of the plant acquired as a
result of the Merger.  As of December 31, 1996, the unamortized balance
of the acquisition adjustment was $455 million.

      Entergy's future net cash flows are expected to be sufficient  to
recover the amortization of both the Merger acquisition adjustment  and
the cost of the CitiPower license discussed in Note 13.

Reacquired Debt

      The  premiums and costs associated with reacquired debt are being
amortized  over  the life of the related new issuances,  in  accordance
with ratemaking treatment.

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.

Stock Options - SFAS 123

       The   FASB   issued  SFAS  123,  "Accounting   for   Stock-Based
Compensation,"  in  October 1995, to be effective  for  1996  financial
statements.   The  provisions  of this  statement  require  either  (a)
adoption  for  financial reporting purposes; or (b) disclosure  of  the
impact  the provisions would have had on financial statements had  they
been  adopted.  Entergy has elected the disclosure option.  See Note  5
for the disclosures required by SFAS 123.

Continued 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  meets  three
criteria.  The enterprise must have rates that (i) are approved by  the
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 may capitalize 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.
The  amount capitalized is a "regulatory asset."  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 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 a SFAS 121 impairment (see
further discussion below) may exist which could require further  write-
offs of plant assets.

      As  of  December  31, 1996, the majority of the domestic  utility
companies' and System Energy's operations continue to meet each of  the
criteria  required  for  the  use of SFAS 71  and  the  companies  have
recorded significant regulatory assets.

      As  described in Note 2, during 1996, FERC issued Orders No.  888
and  889  which  require  utilities to provide  open  access  to  their
transmission system to promote a more competitive market for  wholesale
power  sales.   As also described in Note 2, Entergy Arkansas,  Entergy
Gulf   States,  and  Entergy  Mississippi  have  filed  transition   to
competition proposals with their regulators which provide, among  other
things,  for  accelerated  recovery of  certain  capitalized  costs  to
provide for an orderly transition to a competitive retail power market.
In response to these filings, certain regulatory commissions have begun
general   proceedings   to  consider  retail   competition   in   their
jurisdictions.

      As  the  plans have only recently been filed with the regulators,
and  those  regulators have generally deferred action on the  plans  in
lieu  of  their general proceedings on competition, Entergy cannot,  at
this   time,   predict  the  ultimate  outcome  of  these  proceedings.
Accordingly,   the  domestic  utility  companies  and   System   Energy
anticipate  that  they  will  continue to meet  the  criteria  for  the
application of SFAS 71 for the foreseeable future.

Deregulated Operations

      Entergy Gulf States discontinued regulatory accounting principles
for its wholesale jurisdiction and its steam department during 1989 and
for  the  Louisiana retail deregulated portion of River Bend  in  1991.
The  results of these deregulated operations (before interest  charges)
for the years ended December 31, 1996, 1995, and 1994 are as follows:
                                        
                                        1996         1995          1994
                                               (In Thousands)
                                                         
Operating Revenues                    $174,751      $141,171      $138,822
Operating Expenses:                                                           
   Fuel, operating, and maintenance    119,784       115,799       116,386
   Depreciation                         31,455        31,129        27,890
                                      ------------------------------------
Total Operating Expenses               151,239       146,928       144,276
Income taxes                             9,598        (6,979)         (249)
                                      ------------------------------------
Net Income (Loss) From Deregulated     $13,914        $1,222       ($5,205)
  Utility Operations                  ====================================
                                                                    

                                   
SFAS 121

      In  March  1995,  the FASB issued SFAS 121, "Accounting  for  the
Impairment  of  Long-Lived  Assets and  for  Long-Lived  Assets  to  Be
Disposed Of" (SFAS 121), which became effective January 1, 1996.   This
statement  describes circumstances that may result in assets (including
goodwill  such  as the Merger acquisition adjustment, discussed  above)
being  impaired.  The statement also provides criteria for  recognition
and  measurement  of  asset impairment.  Note  2  describes  regulatory
assets  of  $169 million (net of tax) related to Texas retail  deferred
River Bend operating and carrying costs which were written off upon the
adoption of SFAS 121 in the first quarter of 1996.

      Assets  which  are  regulated  under traditional  cost-of-service
ratemaking,  and thereby subject to SFAS 71 accounting,  are  generally
not  subject  to  impairment pursuant to SFAS  121,  as  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 $1.6  billion  (pre-
tax) could be affected by SFAS 121 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
jurisdiction  abeyed  portion of the River Bend  plant,  and  wholesale
jurisdiction  and  steam department operations.  Additionally,  all  of
Entergy's  investment in other nonregulated businesses  is  subject  to
possible impairment pursuant to SFAS 121.

      Entergy periodically reviews these assets and operations 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.  Based  on
current  estimates of future cash flows as prescribed under  SFAS  121,
management  anticipates  that  future revenues  from  such  assets  and
operations of Entergy will fully recover all related costs.

Change  in  Accounting  for  Nuclear Refueling  Outage  Costs  (Entergy
Corporation, Entergy Arkansas, and System Energy)

      In December 1995, at the recommendation of FERC, Entergy Arkansas
changed  its  method of accounting for nuclear refueling outage  costs.
The  change,  effective January 1, 1995, results  in  Entergy  Arkansas
deferring  incremental maintenance costs incurred during an outage  and
amortizing those costs over the operating period immediately  following
the  nuclear refueling outage, which is the period that the charges are
billed  to customers.  Previously, estimated costs of refueling outages
were  accrued  over  the  period (generally 18 months)  preceding  each
scheduled outage.  The effect of the change for the year ended December
31,  1995,  was to decrease net income by $5.1 million (net  of  income
taxes of $3.3 million) or $.02 per share.  The cumulative effect of the
change was to increase net income $35.4 million (net of income taxes of
$22.9  million) or $.15 per share.  The pro forma effects of the change
in  accounting for nuclear refueling outages in 1994, assuming the  new
method  was  applied  retroactively to that year, would  have  been  to
decrease net income $3.2 million (net of income taxes of $2.1 million),
or $.01 per share.

      System Energy filed a rate increase request with FERC in May 1995
(see  Note  2),  which, among other things, proposed a  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 above with respect to Entergy Arkansas.  As described
in  Note  2, the FERC ALJ issued an initial decision in this proceeding
in  July  1996, agreeing to the change in recognition of  outage  costs
proposed  by  System Energy.  Accordingly, System Energy  deferred  the
refueling outage costs incurred in the fourth quarter of 1996.   As  of
December  31,  1996,  System  Energy's current  assets  included  $24.0
million  in  deferred  nuclear refueling outage  costs  which  will  be
amortized   over  the  next  fuel  cycle  (approximately  18   months).
Amortization of these costs in the fourth quarter of 1996  amounted  to
$1.2 million.

      This  change  will  have no impact on the net  income  of  either
Entergy or System Energy since System Energy will recover the refueling
outage   costs  from  Entergy  Arkansas,  Entergy  Louisiana,   Entergy
Mississippi,  and  Entergy New Orleans, and these  companies  will,  in
turn, recover these costs from their ratepayers.

Financial Instruments

      Derivative  instruments have been used by Entergy  on  a  limited
basis.  Entergy has a policy that financial derivatives are to be  used
only to mitigate business risks and not for speculative purposes.   See
Notes   7   and  9  for  additional  information  concerning  Entergy's
derivative instruments outstanding as of December 31, 1996.

Fair Value Disclosures

      The  estimated fair value of financial instruments was determined
using   bid  prices  reported  by  dealer  markets  and  by  nationally
recognized investment banking firms.  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 may be reflected in future rates and not  accrue
to the benefit of stockholders.

      Entergy  considers the carrying amounts of 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.  In addition, Entergy does not expect that performance  of
its obligations will be required in connection with certain off-balance
sheet commitments and guarantees considered financial instruments.  Due
to  this  factor,  and  because of the related-party  nature  of  these
commitments  and  guarantees,  determination  of  fair  value  is   not
considered   practicable.   See  Notes  5,  7,  and  9  for  additional
disclosure concerning fair value methodologies.


NOTE 2.   RATE AND REGULATORY MATTERS

Merger-Related Rate Agreements (Entergy Corporation, Entergy  Arkansas,
Entergy  Gulf  States,  Entergy  Louisiana,  Entergy  Mississippi,  and
Entergy New Orleans)

      In  November 1993, Entergy Corporation, Entergy Arkansas, Entergy
Mississippi,  and Entergy New Orleans entered into separate  settlement
agreements whereby the APSC, MPSC, and Council agreed to withdraw  from
the SEC proceeding related to the Merger.  In return, Entergy Arkansas,
Entergy  Mississippi,  and  Entergy New  Orleans  agreed,  among  other
things,  that  their  retail ratepayers would  be  protected  from  (i)
increases  in the cost of capital resulting from risks associated  with
the Merger, (ii) recovery of any portion of the acquisition premium  or
transactional  costs associated with the Merger, (iii)  certain  direct
allocations  of costs associated with Entergy Gulf States'  River  Bend
nuclear unit, and (iv) any losses of Entergy Gulf States resulting from
resolution  of  litigation in connection with its  ownership  of  River
Bend.   Entergy Arkansas and Entergy Mississippi agreed not to  request
any general retail rate increase that would take effect before November
1998,  except  for, among other things, increases associated  with  the
recovery  of  certain Grand Gulf 1-related costs, recovery  of  certain
taxes,  and  catastrophic events, and in the case of Entergy  Arkansas,
excess  capacity costs and costs related to the adoption  of  SFAS  106
that  were previously deferred.  Entergy Mississippi agreed that retail
base  rates  under the formula rate plan would not be  increased  above
November  1, 1993 levels for a period of five years beginning  November
9, 1993.

      In  1993,  the  LPSC  and the PUCT approved  separate  regulatory
proposals  for Entergy Gulf States that include the following elements:
(i)  a five-year Rate Cap on Entergy Gulf States' retail electric  base
rates  in  the respective states, except for force majeure (defined  to
include,  among  other  things,  war, natural  catastrophes,  and  high
inflation);  (ii)  a provision for passing through to retail  customers
the  jurisdictional portion of the fuel savings created by the  Merger;
and  (iii)  a  mechanism for tracking nonfuel operation and maintenance
savings created by the Merger.  The LPSC regulatory plan provides  that
such  nonfuel  savings will be shared 60% by shareholders  and  40%  by
ratepayers during the eight years following the Merger.  The LPSC  plan
requires  annual regulatory filings by the end of each May through  the
year 2001.  The PUCT regulatory plan provides that such savings will be
shared  equally  by  shareholders  and  ratepayers,  except  that   the
shareholders'  portion will be reduced by $2.6 million per  year  on  a
total  company basis in years four through eight.  The PUCT  plan  also
requires  a series of regulatory filings to ensure that the ratepayers'
share  of  such  savings be reflected in rates on a timely  basis,  the
first of which was made in November 1996, as discussed below in Filings
with  the  PUCT and Texas Cities.  Subsequent filings are  required  in
November  1998  and in November 2001.  In addition, the  plan  requires
Entergy Corporation to hold Entergy Gulf States' Texas retail customers
harmless  from the effects of the removal by FERC of a 40% cap  on  the
amount  of fuel savings Entergy Gulf States may be required to transfer
to  other  domestic utility companies under the FERC tracking mechanism
(see below).  On January 14, 1994, Entergy Corporation filed a petition
for review before the D.C. Circuit seeking review of FERC's deletion of
the  40%  cap  provision  in the fuel cost protection  mechanism.   The
matter is currently being held in abeyance.

      FERC  approved  Entergy  Gulf States'  inclusion  in  the  System
Agreement.   Commitments were adopted to provide  reasonable  assurance
that  the  ratepayers of Entergy Arkansas, Entergy  Louisiana,  Entergy
Mississippi,  and  Entergy New Orleans will  not  be  allocated  higher
costs.

River Bend (Entergy Corporation and Entergy Gulf States)

     In 1988, the PUCT granted Entergy Gulf States a permanent increase
in  annual  revenues of $59.9 million resulting from the  inclusion  in
rate  base  of  approximately $1.6 billion of company-wide  River  Bend
plant investment and approximately $182 million of related Texas retail
jurisdiction  deferred River Bend costs (Allowed  Deferrals).   At  the
same  time, the PUCT disallowed as imprudent $63.5 million of  company-
wide River Bend plant costs and placed in abeyance, with no finding  as
to  prudence,  approximately $1.4 billion of  company-wide  River  Bend
plant  investment  and  approximately  $157  million  of  Texas  retail
jurisdiction  deferred River Bend operating and carrying costs  (Abeyed
Deferrals).

      The  PUCT's  order  has  been the subject  of  several  appellate
proceedings,  culminating  in an appeal  to  the  Texas  Supreme  Court
(Supreme  Court).   On January 31, 1997, the Supreme  Court  issued  an
opinion  reversing the PUCT's order and remanding the case to the  PUCT
for  further  proceedings.  The Supreme Court found that the  PUCT  had
prejudiced Gulf States' rights by attempting to defer a ruling  on  the
abeyed  plant  costs and incorrectly determined the amount  of  federal
income tax expense that should have been allowed in rates.  The Supreme
Court  ruled that the PUCT could choose either to conduct hearings  and
take  further evidence or to decide the case on the original  evidence.
On  February 18, 1997, the Texas Office of Public Utility Counsel filed
a  motion  for rehearing of the Supreme Court's decision, arguing  that
the  Supreme Court's remand should have instructed the PUCT as  to  how
the  case should be dealt with on remand.  Entergy Gulf States filed  a
brief  in opposition to the motion for rehearing on February 25,  1997.
Entergy Gulf States believes that it is unlikely that the Supreme Court
will  grant the motion for rehearing.  No procedural schedule  has  yet
been issued by the PUCT concerning the case on remand.

     As of December 31, 1996, the River Bend plant costs disallowed for
retail ratemaking purposes in Texas and the River Bend plant costs held
in  abeyance totaled (net of taxes and depreciation) approximately  $12
million  and  $266 million, respectively.  The Allowed  Deferrals  were
approximately  $77  million,  net of  taxes  and  amortization,  as  of
December  31,  1996.  Entergy Gulf States estimates  it  has  collected
approximately $204 million of revenues as of December 31,  1996,  as  a
result  of the originally ordered rate treatment by the PUCT  of  these
deferred  costs.  If recovery of the Allowed Deferrals is  not  upheld,
future  refunds  could be required and future revenues based  upon  the
Allowed  Deferrals  could also be lost.  However,  management  believes
that  it  is  probable that the Allowed Deferrals will continue  to  be
recovered in rates.

      As  a  result of the application of SFAS 121, Entergy Gulf States
wrote  off  Abeyed  Deferrals of $169 million, net  of  tax,  effective
January  1,  1996.  In light of the continuing proceedings  before  the
PUCT  and  the courts (including the January 31, 1997 decision  of  the
Texas  Supreme  Court), Entergy Gulf States has made no  write-offs  or
reserves  for  the  River  Bend plant-related  costs.   At  this  time,
management  and legal counsel are unable to predict the amount  of  the
abeyed  and  previously  disallowed River Bend  plant  costs  that  may
ultimately be allowed in Entergy Gulf States' Texas retail rates.

      In prior proceedings involving other utilities, the PUCT has held
that  the original cost of nuclear power plants will be recoverable  in
electric  rates  to  the  extent those costs were  prudently  incurred.
Entergy  Gulf  States  has  previously  filed  with  the  PUCT  a  cost
reconciliation   study  prepared  by  Sandlin  Associates,   management
consultants  with  expertise  in the cost  analysis  of  nuclear  power
plants, which supports the reasonableness of the River Bend costs  held
in  abeyance  by  the PUCT.  This reconciliation study determined  that
approximately  82%  of the River Bend cost increase  above  the  amount
included  by the PUCT in rate base was a result of changes  in  federal
nuclear  safety  requirements,  and  provided  other  support  for  the
remainder  of the abeyed amounts.  In particular, there have been  four
other  rate  proceedings  in  Texas  involving  nuclear  power  plants.
Disallowed investment in the plants ranged from 0% to 15%.   Each  case
was  unique,  and  the disallowances in each were  made  for  different
reasons.  Appeals of two of these PUCT decisions are currently pending.
Based  upon the PUCT's prior decisions, management believes that  River
Bend  construction  costs  were  prudently  incurred  and  that  it  is
reasonably  possible that it will recover through rates,  or  otherwise
through  means  such as a deregulated asset plan, all or  substantially
all  of  the abeyed River Bend plant costs.  In the event of an adverse
ruling  in this case, a net of tax write-off, as of December 31,  1996,
of up to $278 million could be required.

Retail Rate Proceedings

Filings with the APSC  (Entergy Corporation and Entergy Arkansas)

      In  October 1996, Entergy Arkansas filed a proposal with the APSC
designed   to   achieve  an  orderly  transition  to  retail   electric
competition  in  Arkansas.   The  proposal  includes  a  rate  decrease
totaling  $123 million over a three year period beginning  in  mid-1997
and  provides for a universal service charge for customers that  remain
connected  to  Entergy  Arkansas' electric  facilities  but  choose  to
purchase  their  electricity  from  another  source.   Although   these
proposals  allow  for  the complete recovery  of  the  remaining  plant
investment associated with ANO 1, ANO 2, and Entergy Arkansas'  portion
of  Grand  Gulf 1 (excluding the portion retained - see  below)  as  of
December 31, 1996, over a seven year period, the NRC operating licenses
for these plants permit continued operation until the years 2014, 2018,
and 2022, respectively.

Filings  with  the  PUCT  and Texas Cities   (Entergy  Corporation  and
Entergy Gulf States)

      In  March  1994, the Texas Office of Public Utility  Counsel  and
certain   cities   served  by  Entergy  Gulf   States   instituted   an
investigation of the reasonableness of Entergy Gulf States' rates.   On
March  20,  1995, the PUCT ordered a retroactive rate reduction,  which
was  amended, reducing the $52.9 million annual base rate reduction  to
an  annual  level of $36.5 million.  The PUCT's action  was  based,  in
part,  upon a Texas Supreme Court decision not to require a utility  to
use  the  prospective tax benefits generated by disallowed expenses  to
reduce  rates.   The  May  26, 1995 amended order  no  longer  required
Entergy  Gulf States to pass such prospective tax benefits  on  to  its
customers.  The rate refund ordered by the PUCT in its March  20,  1995
order,  retroactive to March 31, 1994, was approximately $61.8  million
(including  interest)  and  was refunded  to  customers  in  September,
October, and November 1995.  Entergy Gulf States and other parties have
appealed the PUCT order, but no assurance can be given as to the timing
or outcome of the appeal.

      In  December 1995, Entergy Gulf States filed a petition with  the
PUCT  for reconciliation of fuel and purchased power expenses  for  the
period  January  1, 1994, through June 30, 1995.  Entergy  Gulf  States
believes  that  there  was an under-recovered fuel  balance,  including
interest, of $22.4 million as of June 1995.  Hearings were concluded in
October   1996,  and  on  December  18,  1996,  the  ALJ   issued   his
recommendation which included recovery of approximately $20 million  of
the  under-recovered fuel balance.  A final decision  by  the  PUCT  is
expected in March 1997.

     In accordance with the Merger agreement, Entergy Gulf States filed
a  rate  proceeding  with the PUCT in November 1996.   In  April  1996,
certain  cities  served  by  Entergy Gulf  States  (Cities)  instituted
investigations of the reasonableness of Entergy Gulf States' rates.  In
May  1996, the Cities agreed to forego their investigation based on the
assurance  that any rate decrease ordered in the November  1996  filing
will  be  retroactive to June 1, 1996, and will accrue  interest  until
refunded.   The  agreement further provides that no base rate  increase
will  be  retroactive.   Included in the November  1996  filing  was  a
proposal   to   achieve  an  orderly  transition  to  retail   electric
competition  in  Texas,  similar to the  filing  described  below  that
Entergy Gulf States made with the LPSC.  This filing with the PUCT will
be   litigated  in  four  phases  as  follows:  (i)  fuel   factor/fuel
reconciliation phase, of which Entergy Gulf States believes  there  was
an  under-recovered fuel balance of $41.4 million, including  interest,
for  the  period  July  1,  1995 through June 30,  1996;  (ii)  revenue
requirement  phase; (iii) cost allocation/rate design phase;  and  (iv)
competitive  issues phase.  Hearings on these matters are scheduled  to
begin  in  April 1997.  No assurance can be given as to the outcome  of
these hearings.

Filings with the LPSC

(Entergy Corporation and Entergy Gulf States)

Annual Earnings Reviews

      In  May  1994,  Entergy  Gulf States filed  a  required  earnings
analysis  with the LPSC for the test year preceding the Merger  (1993).
On  December  14,  1994, the LPSC ordered a $12.7 million  annual  rate
reduction  for  Entergy Gulf States, effective January  1995.   Entergy
Gulf  States received a preliminary injunction from the District  Court
regarding $8.3 million of the reduction relating to the earnings effect
of  a  1994 change in accounting for unbilled revenues.  On January  1,
1995, Entergy Gulf States reduced rates by $4.4 million.  Entergy  Gulf
States filed an appeal of the entire $12.7 million rate reduction  with
the District Court, which denied the appeal in July 1995.  Entergy Gulf
States  appealed  the  order  to  the  Louisiana  Supreme  Court.   The
preliminary  injunction  relating to  $8.3  million  of  the  reduction
remained  in  effect during the appeal. On July 2, 1996, the  Louisiana
Supreme Court ruled on the appeal.  The Court found that the LPSC ruled
incorrectly  on  the  treatment  of the  initial  balance  of  unbilled
revenues  and  the  revenue  annualization adjustment.   As  a  result,
Entergy  Gulf  States will not be required to refund the $8.3  million.
The  case  was remanded to the LPSC for further proceedings related  to
the  revenue annualization adjustment, but as a result of a  subsequent
rate  adjustment  pursuant to the third required  post-Merger  earnings
analysis discussed below, the remand was moot.

      On  May  31, 1995, Entergy Gulf States filed its second  required
post-Merger  earnings analysis with the LPSC. Hearings on  this  review
were  held  in December 1995.  On October 4, 1996, the LPSC  issued  an
order  requiring a $33.3 million annual base rate reduction and a  $9.6
million refund.  One component of the rate reduction removes from  base
rates  approximately  $13.4 million annually  of  costs  that  will  be
recovered in the future through the fuel adjustment clause.  On October
23,  1996,  Entergy Gulf States appealed and obtained an injunction  to
stay this order, except insofar as the order requires the $13.4 million
reduction, which Entergy Gulf States implemented in November 1996.   In
addition,  the  LPSC order provides for the recovery  of  $6.8  million
annually  related to certain gas transportation and storage  facilities
costs.   Pursuant to the October 1996 LPSC Settlement, this amount  was
brought  forward  to $8.1 million (see "LPSC Fuel Cost Review"  below).
This  amount will be applied as an offset against whatever  refund,  if
any, may be required by a final judgment in Entergy Gulf States' appeal
of the second post-Merger earnings review order.

     On May 31, 1996, Entergy Gulf States filed its third required post-
Merger earnings analysis with the LPSC.  Based on this earnings filing,
on  June 1, 1996, Entergy Gulf States implemented a $5.3 million annual
rate  reduction.  Hearings on this filing concluded in  February  1997.
An  additional rate reduction may be required upon the issuance by  the
LPSC of a final rate order.

LPSC Fuel Cost Review

      In  November  1993,  the LPSC ordered a review  of  Entergy  Gulf
States'  fuel costs for the period October 1988 through September  1991
(Phase 1) based on the number of outages at River Bend and the findings
in the June 1993 PUCT fuel reconciliation case.  In July 1994, the LPSC
ruled  in the Phase 1 fuel review case and ordered Entergy Gulf  States
to  refund  approximately $27.5 million to its  customers.   Under  the
order,  a refund of $13.1 million was made through a billing credit  on
August  1994  bills.  In August 1994, Entergy Gulf States appealed  the
remaining  $14.4  million of the LPSC-ordered refund  to  the  District
Court  and obtained an injunction with respect to that portion  of  the
refund.   On  April  15,  1996, the appropriate  state  District  Court
affirmed  the  LPSC  decision.  Entergy Gulf States has  appealed  this
decision to the Louisiana Supreme Court.  In October 1996, Entergy Gulf
States  reached  a  settlement with the  LPSC  on  one  of  the  issues
presented in this appeal, resulting in a refund to ratepayers  of  $5.7
million plus interest.  See "October 1996 LPSC  Settlement"  below.  In 
February  1997, the  Louisiana Supreme Court rendered a decision on the 
remaining   $8.7 million,  affirming  the  LPSC's  order insofar  as it 
requires a refund of $8.2  million  plus interst,  which  Entergy  Gulf 
States  will  record in 1997, and reversing the LPSC's order insofar as  
it would have required an additional $0.5 million refund.

      In  September 1996, the LPSC completed the second  phase  of  its
review  of  Entergy Gulf States' fuel costs, which covered  the  period
October 1991 through December 1994 (Phase II).  On October 7, 1996, the
LPSC  issued  an order requiring a $34.2 million refund.   The  ordered
refund  includes  a  disallowance of $14.3  million  of  capital  costs
(including interest) related to certain gas transportation and  storage
facilities,  which  were recovered through the fuel clause,  and  which
have  been  refunded  pursuant  to the October  1996  LPSC  Settlement.
Entergy  Gulf  States will be permitted to recover these costs  in  the
future  through base rates.  On October 23, 1996, Entergy  Gulf  States
appealed and received an injunction to stay this order, except  insofar
as the order requires the $14.3 million refund.  See "October 1996 LPSC
Settlement" below.

October 1996 LPSC Settlement

      In  October  1996, Entergy Gulf States and the  LPSC  reached  an
agreement  whereby  Entergy Gulf States agreed to  (i)  refund  certain
capital costs related to gas transportation and storage facilities that
were  at  issue in the Phase I and Phase II fuel cost reviews and  (ii)
refund  similar costs recovered subsequent to the Phase  II  fuel  cost
review.   This resulted in a total refund to customers of approximately
$32.1  million, including interest.  In the future, Entergy Gulf States
will  be  permitted  to recover through base rates  the  capital  costs
related to such gas transportation and storage facilities.  As  a  part
of the settlement, which covered post-Phase II costs of such facilities
in  addition to the costs addressed by the LPSC's order for the  second
post-Merger earnings analysis, Entergy Gulf States will be permitted to
recover  through  base rates $1.3 million annually in addition  to  the
$6.8  million annual recovery provided in the order, for a total annual
base  rate recovery of $8.1 million.  The settlement provides that this
amount  will be applied as an offset against whatever refund,  if  any,
may  be required by a final judgment in Entergy Gulf States' appeal  of
the second post-Merger earnings review order.

(Entergy Corporation, Entergy Gulf States, and Entergy Louisiana)

      In  October 1996, Entergy Gulf States and Entergy Louisiana filed
proposals  with the LPSC designed to achieve an orderly  transition  to
retail  electric  competition in Louisiana,  while  protecting  certain
classes of ratepayers from possibly unfairly bearing the burden of cost
shifting.  The proposals do not increase rates for any customer  class.
However, these proposals do provide for a universal service charge  for
customers  that  remain connected to Entergy Gulf  States'  or  Entergy
Louisiana's   electric  facilities  but  choose   to   purchase   their
electricity from another source.  In addition, the proposals include  a
base rate freeze, which would be put into effect for seven years in the
Louisiana  areas serviced by Entergy Gulf States and Entergy Louisiana.
Although  these  proposals  allow for  the  complete  recovery  of  the
remaining plant investment associated with River Bend, Waterford 3, and
Entergy  Louisiana's  portion of Grand Gulf 1  (excluding  the  portion
retained  -  see  below) as of December 31, 1996,  over  a  seven  year
period,  the  NRC operating licenses for these plants permit  continued
operation until the years 2025, 2024, and 2022, respectively.

      In February 1997, the LPSC identified certain issues embodied  in
the  Entergy Gulf States and Entergy Louisiana proposals that  will  be
included in those companies' annual rate filings expected to be made on
May  31,  1997 and April 15, 1997, respectively, and other issues  that
now  will  be  included  in  an ongoing generic  regulatory  proceeding
examining electric industry restructuring.

(Entergy Corporation and Entergy Louisiana)

      On  June  2,  1995, as a result of a review of  the  earnings  of
Entergy Louisiana, a $49.4 million reduction in base rates was ordered.
In the same order, the LPSC adopted for Entergy Louisiana a performance-
based  formula  rate plan. The formula rate plan provides  a  financial
incentive  to  reduce costs while maintaining high levels  of  customer
satisfaction and system reliability.  The plan allows Entergy Louisiana
the  opportunity  to  earn  a higher rate  of  return  if  it  improves
performance over time.  Conversely, if performance declines,  the  rate
of  return Entergy Louisiana could earn is lowered.  On June  9,  1995,
Entergy  Louisiana  appealed the rate reduction and  sought  injunctive
relief  from  implementation of $14.7 million of  the  reduction.   The
$14.7  million portion of the rate reduction represents revenue imputed
to  Entergy  Louisiana as a result of the LPSC's  conclusion  that  the
rates  charged  to  three industrial customers were  unreasonably  low.
Subsequently, a request for a $14.7 million rate increase was filed  by
Entergy  Louisiana.  On July 13, 1995, Entergy Louisiana was granted  a
preliminary injunction by the District Court enjoining $14.7 million of
the  rate  reduction pending a final decision on appeal.  In  an  order
issued on January 31, 1996, the LPSC approved a settlement reducing the
$14.7 million portion of the rate reduction to $12.35 million.  Refunds
issued  pursuant to this settlement had the effect of implementing  the
rate reduction effective April 27, 1995, and were made in the months of
January  and February 1996.  The refunds and related interest resulting
from  the settlement amounted to $8.9 million.  The District Court case
discussed above was dismissed as part of the settlement.

      On  April  15,  1996,  Entergy Louisiana made  its  first  annual
performance-based formula rate plan filing based on the 1995 test year.
On  June 19, 1996, the LPSC approved a $12 million annual reduction  in
base  rates effective July 1, 1996.  This reduction was based upon  the
1995  test  year results under the formula rate plan and reflected  the
expiration of the Waterford 3 phase-in plan discussed below, which  was
partially  offset by the recovery of the property taxes on Waterford  3
and  the  related  deferral discussed below.  Subsequently,  additional
issues  were  resolved by means of a settlement conference,  increasing
the  base  rate  reduction from $12 million to $16.5 million.  Hearings
have  been  conducted to review Entergy Louisiana's allowed  return  on
equity  and to address certain other disputed issues.  This may  result
in  an additional rate reduction which would be prospective only.   The
LPSC's ruling is expected in the second quarter of 1997.

      The property tax exemption for Waterford 3 ended in December 1995
and  Entergy  Louisiana was required to pay $19.3 million  in  property
taxes  to  St. Charles Parish for the 1996 tax year.  In a  March  1996
LPSC  order, Entergy Louisiana was permitted to defer the rate recovery
of  these  taxes  for the period January 1996 through June  1996.   The
order  allowed for the recovery of the property tax beginning  in  July
1996,  and also for the recovery, from July 1996 through June 1997,  of
the  related deferral.  In addition, Entergy Louisiana's phase-in  plan
for  Waterford  3  will  expire in June  1997.   Entergy  Louisiana  is
recovering deferred costs annually of approximately $28.4 million.

Filings with the MPSC  (Entergy Corporation and Entergy Mississippi)

      On  March 15, 1996, Entergy Mississippi filed its annual earnings
review  with  the MPSC under its formula rate plan for  the  1995  test
year.   On  April  18,  1996, the MPSC issued an  order  approving  and
adopting a joint stipulation and placing the prospective rate reduction
of $5.9 million into effect on May 1, 1996.

      Entergy  Mississippi  has  initiated discussions  with  the  MPSC
regarding  an  orderly  transition to a  more  competitive  market  for
electricity.  In August 1996, Entergy Mississippi filed a proposal with
the  MPSC  for a rate rider to assure recovery of all Grand Gulf  costs
incurred  to  serve customers.  The rider would maintain current  rates
for electric service provided by Entergy Mississippi and would apply to
customers   within  Entergy  Mississippi's  service  area  who   obtain
electricity in the future from a source other than Entergy Mississippi.
Entergy Mississippi designed this rider to assure that commitments made
under  the  current  system of regulation are  honored  and  that  cost
burdens are not unfairly transferred from departing customers to  those
who  remain on the Entergy Mississippi system.  On August 22, 1996, the
MPSC  remanded  this  proposal  and established  a  generic  docket  to
consider competition for retail electric service.

Filings with the Council  (Entergy Corporation and Entergy New Orleans)

      Pursuant  to  the 1991 NOPSI Settlement, Entergy New  Orleans  is
required  to  make earnings filings with the Council for the  1995  and
1996  rate  years.  A review of Entergy New Orleans' earnings  for  the
test  year  ending September 30, 1995, required Entergy New Orleans  to
credit  customers $6.2 million over a 12-month period  which  began  in
March 1996.

     On October 31, 1996, Entergy New Orleans filed with the Council an
analysis  of its earnings for the test year ended September  30,  1996.
Based  upon this earnings review, the Council ordered a refund of $18.4
million  which  is being credited to customers over a 12  month  period
which began in February 1997.

      On  December 19, 1996, the Council ordered an increase in Entergy
New  Orleans'  franchise fee from 2.5% to 5% of  gross  revenues.   The
increase in the 1997 franchise fee is estimated to be $12 million.  The
franchise  fee  is collected by Entergy New Orleans as a separate  line
item on customer bills and is not a component of base rates.

      In January 1997, Entergy New Orleans unilaterally proposed to the
Council  to reduce rates by annual amounts of $15 million.  This  offer
was  accepted  by the Council and, effective February 1, 1997,  Entergy
New Orleans implemented this base rate reduction.

      The  Council issued a resolution in February 1997 indicating that
it  will conduct an investigation of the justness and reasonableness of
Entergy New Orleans' allowed rate of return, base rates, and adjustment
clauses.   The  Council  contemplates  a  bifurcated  review  and   has
established hearing dates in April 1997 on the issue of rate of return.
The Council also directed Entergy New Orleans to make a cost of service
and  revenue requirement filing on May 1, 1997.  A procedural  schedule
has not been set with respect to these other issues.

     Pursuant to a settlement reached in February 1997 with the Council
as  to  Entergy  New  Orleans'  deferred integrated  resource  planning
expenses, the Council has conditionally allowed Entergy New Orleans  to
begin  recovering  $5 million, subject to a hearing  to  determine  the
prudence of such expenses.  Entergy New Orleans has agreed not to  seek
recovery of the remaining $6.8 million of expenses incurred.

Deregulated Asset Plan  (Entergy Corporation and Entergy Gulf States)

      A  deregulated  asset  plan representing an  unregulated  portion
(approximately  25%) of River Bend (plant costs, generation,  revenues,
and  expenses) was established pursuant to a January 1992  LPSC  order.
The  plan  allows  Entergy  Gulf States  to  sell  such  generation  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.

River Bend Cost Deferrals  (Entergy Corporation and Entergy Gulf
   States)

      Entergy Gulf States deferred approximately $369 million of  River
Bend  operating  and purchased power costs, depreciation,  and  accrued
carrying   charges,   pursuant  to  a  1986  PUCT   accounting   order.
Approximately $182 million of these costs are being amortized over a 20-
year  period,  and the remaining $187 million was written  off  in  the
first  quarter of 1996 in accordance with SFAS 121, as discussed above.
As of December 31, 1996, the unamortized balance of the remaining costs
was  $117  million.  Entergy Gulf States deferred approximately  $400.4
million  of similar costs pursuant to a 1986 LPSC accounting order,  of
which  approximately $40 million was unamortized  as  of  December  31,
1996,  and is being amortized over a 10-year period ending in  February
1998.

      In  accordance with a phase-in plan approved by the LPSC, Entergy
Gulf  States deferred $294 million of its River Bend costs  related  to
the  period  February 1988 through February 1991.  Entergy Gulf  States
has amortized $225 million through December 31, 1996.  The remainder of
$69 million will be recovered in 1997 and early 1998.

Grand Gulf 1 and Waterford 3 Deferrals

(Entergy Corporation and Entergy Arkansas)

      Under the settlement agreement entered into with the APSC in 1985
and amended in 1988, Entergy Arkansas agreed to retain a portion of its
Grand  Gulf l-related costs, recover a portion of such costs currently,
and  defer  a portion of such costs for future recovery.  In  1996  and
subsequent  years, Entergy Arkansas retains 22% of its 36% interest  in
Grand  Gulf  1  costs  and recovers the remaining 78%.   The  deferrals
ceased  in  l990, and Entergy Arkansas is recovering a portion  of  the
previously  deferred costs each year through 1998.  As of December  31,
l996, the balance of deferred costs was $228 million.  Entergy Arkansas
is  permitted  to recover on a current basis the incremental  costs  of
financing the unrecovered deferrals.  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  energy
cost,  which  is currently less than Entergy Arkansas' cost  of  energy
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 Waterford 3 and Entergy  Louisiana's
share  of  capacity  and energy from Grand Gulf l, subject  to  certain
terms  and  conditions.  With respect to Waterford 3, Entergy Louisiana
was granted an increase aggregating $170.9 million over the period 1985-
1988,  and  agreed to permanently absorb, and not recover  from  retail
ratepayers,  $284 million of its investment in the unit  and  to  defer
$266  million  of  its  costs  related to the  years  1985-1988  to  be
recovered from April 1988 through June 1997.

      With respect to Grand Gulf l, in November 1988, Entergy Louisiana
agreed to retain and not recover from retail ratepayers, 18% of its 14%
share  (approximately 2.52%) of the costs of Grand Gulf l capacity  and
energy.   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.

(Entergy Corporation and Entergy Mississippi)

      Entergy  Mississippi  entered into a  plan  with  the  MPSC  that
provides,  among other things, for the recovery by Entergy Mississippi,
in  equal annual installments over ten years beginning October 1, 1988,
of  all Grand Gulf 1-related costs deferred through September 30, 1988,
pursuant to a final order by the MPSC.  Additionally, the plan provides
that Entergy Mississippi defer, in decreasing amounts, a portion of its
Grand  Gulf 1-related costs over four years beginning October 1,  1988.
These deferrals are being recovered by Entergy Mississippi over a  six-
year period beginning in October 1992 and ending in September 1998.  As
of  December 31, 1996, the uncollected balance of Entergy Mississippi's
deferred  costs was approximately $247 million.  The plan  also  allows
for the current recovery of carrying charges on all deferred amounts.

(Entergy Corporation and Entergy New Orleans)

      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.  As of December  31,  1996,
the uncollected balance of Entergy New Orleans' deferred costs was $136
million.

February  1994  Ice Storm/Rate Rider (Entergy Corporation  and  Entergy
Mississippi)

       A  February  1994  ice  storm  left  more  than  80,000  Entergy
Mississippi  customers without electric power across the service  area.
Damage  to  transmission and distribution lines, equipment, poles,  and
facilities  totaled approximately $77.2 million, with $64.6 million  of
these  amounts  capitalized  as  plant-related  costs.   The  remaining
balances were recorded as a deferred debit.

      Subsequent to a request by Entergy Mississippi for rate recovery,
the  MPSC approved a stipulation in September 1994 with respect to  the
recovery of ice storm costs recorded through April 30, 1994.  Under the
stipulation, Entergy Mississippi implemented an ice storm  rate  rider,
which  increased rates approximately $8 million for a  period  of  five
years  beginning  on September 29, 1994.  At the end of  the  five-year
period,  the revenue requirement associated with the undepreciated  ice
storm capitalized costs will be included in Entergy Mississippi's  base
rates  to  the extent that this revenue requirement does not result  in
Entergy  Mississippi's  rate of return on rate  base  being  above  the
benchmark rate of return under Entergy Mississippi's formula rate plan.
The  MPSC approved a second stipulation in September 1995 which  allows
for  a  $2.5 million rate increase for a period of four years beginning
September 28, 1995, to recover costs related to the ice storm that were
recorded  after  April  30,  1994.  The  stipulation  also  allows  for
undepreciated ice storm capital costs recorded after April 30, 1994, to
be treated as described above.

Proposed Rate Increase

(System Energy)

      System Energy filed an application with FERC on May 12, 1995, for
a  $65.5  million rate increase.  The request seeks 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 includes 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  with  respect  to  Entergy
Arkansas.   On  December 12, 1995, System Energy  implemented  a  $65.5
million  rate increase, subject to refund.  Management has  decided  to
record  a  reserve  for  a portion of the rate increase.   Hearings  on
System  Energy's  request began in January 1996 and were  completed  in
February 1996.  On July 11, 1996, the ALJ issued an initial decision in
this  proceeding that agreed with certain of System Energy's proposals,
including the change in accounting for nuclear refueling outage  costs,
while  rejecting  a  proposed increase in return on common  equity  and
recommending  a  slight decrease.  The ALJ also rejected  the  proposed
change  in the decommissioning cost methodology.  The decision  of  the
ALJ  is preliminary and may be modified in the final decision from FERC
which  is expected in the first quarter of 1997.  Management is  unable
to predict the final outcome of the rate increase request or the amount
of any refunds in excess of reserves that may be required.

(Entergy Mississippi)

      Entergy  Mississippi's allocation of the proposed  System  Energy
wholesale  rate  increase  is $21.6 million.   In  July  1995,  Entergy
Mississippi filed a schedule with the MPSC that will defer the ultimate
amount  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 will end after the issuance of  a
final  order  by FERC.  The deferred rate increase is to  be  amortized
over 48 months beginning October 1998.

(Entergy New Orleans)

      Entergy  New  Orleans' allocation of the proposed  System  Energy
wholesale rate increase is $9.6 million.  In February 1996, Entergy New
Orleans  filed a plan with the City to defer 50% of the amount  of  the
System  Energy rate increase.  The deferral began in February 1996  and
will end after the issuance of a final order by FERC.

FERC Settlement (Entergy Corporation 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  refunded
approximately  $61.7  million to Entergy Arkansas,  Entergy  Louisiana,
Entergy Mississippi, and Entergy New Orleans, each of which in turn has
made  refunds  or credits to its customers (except for  those  portions
attributable  to  Entergy  Arkansas' and Entergy  Louisiana's  retained
share  of Grand Gulf 1 costs).  Additionally, System Energy will refund
a  total  of  approximately  $62 million,  plus  interest,  to  Entergy
Arkansas,  Entergy  Louisiana,  Entergy Mississippi,  and  Entergy  New
Orleans  over  the  period  through June  2004.   The  settlement  also
required  the  write-off  of certain related  unamortized  balances  of
deferred investment tax credits by Entergy Arkansas, Entergy Louisiana,
Entergy  Mississippi, and Entergy New Orleans.  The settlement  reduced
Entergy  Corporation's  consolidated net  income  for  the  year  ended
December  31,  1994,  by  approximately $68.2 million,  offset  by  the
write-off  of  the unamortized balances of related deferred  investment
tax  credits  of approximately $69.4 million ($2.9 million for  Entergy
Corporation;  $27.3  million for Entergy Arkansas;  $31.5  million  for
Entergy Louisiana; $6 million for Entergy Mississippi; and $1.7 million
for Entergy New Orleans).  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 recovering them over a 10-year period.  Interest on the  $62
million  refund and the loss of the return on the $81 million of  other
Grand Gulf 1 costs will reduce Entergy's and System Energy's net income
by approximately $10 million annually over the next 8 years.


NOTE 3.   INCOME TAXES

      Entergy  Corporation's and its subsidiaries' income tax  expenses
for 1996, 1995, and 1994 consist of the following (in thousands):

<TABLE>
<CAPTION>
       1996                                Entergy     Entergy     Entergy     Entergy      Entergy     System
                                 Entergy   Arkansas  Gulf States  Louisiana  Mississippi  New Orleans   Energy
<S>                              <C>       <C>         <C>        <C>         <C>            <C>       <C>
Current:                                                                                                 
  Federal                        $272,036  $108,583    $    510   $ 78,629    $ 64,358       $ 23,860  $ 19,637
  State                            72,204    21,888         201     21,122       9,635          4,631    13,508
                                 ------------------------------------------------------------------------------
    Total                         344,240   130,471         711     99,751      73,993         28,491    33,145
Deferred -- net                   100,572   (41,261)    106,715     24,656     (29,390)       (11,587)   52,447
Investment tax credit                                                                                      
   adjustments -- net             (23,653)   (4,766)     (5,335)    (5,847)     (3,497)          (687)   (3,471)
                                 ------------------------------------------------------------------------------
   Recorded income tax expense   $421,159  $ 84,444    $102,091   $118,560    $ 41,106       $ 16,217  $ 82,121
                                 ==============================================================================
                                                                
</TABLE>
<TABLE>
<CAPTION>
       1995                                Entergy     Entergy     Entergy     Entergy      Entergy     System
                                 Entergy   Arkansas  Gulf States  Louisiana  Mississippi  New Orleans   Energy
<S>                              <C>       <C>         <C>        <C>         <C>            <C>       <C>
Current:                                                                                                 
  Federal                        $306,910  $ 87,937    $     13   $ 93,670    $ 62,436       $ 19,071  $108,920
  State                            60,278    18,027           -     20,994       9,215          3,394    11,910
                                 ------------------------------------------------------------------------------
    Total                         367,188   105,964          13    114,664      71,651         22,465   120,830
Deferred -- net                    13,333    (5,363)     67,703      8,148     (35,224)        (1,364)  (41,871)
Investment tax credit                                                                                      
   adjustments -- net             (21,478)   (5,658)     (4,472)    (5,698)     (1,550)          (634)   (3,466)
                                 ------------------------------------------------------------------------------
   Recorded income tax expense   $359,043  $ 94,943    $ 63,244   $117,114    $ 34,877       $ 20,467  $ 75,493
                                 ==============================================================================
   Charged to cummulative effect $ 22,861  $ 22,861    $      -   $      -    $      -       $      -  $      -
                                 ============================================================================== 
                                                                 
</TABLE>
<TABLE>
<CAPTION>
       1994                                Entergy     Entergy     Entergy     Entergy      Entergy     System
                                 Entergy   Arkansas  Gulf States  Louisiana  Mississippi  New Orleans   Energy
<S>                              <C>       <C>         <C>        <C>         <C>            <C>       <C>
Current:                                                                                                 
  Federal                        $227,046  $ 64,238    $     71   $ 68,891    $ 39,505       $ 19,557  $ 54,295
  State                            50,300    19,062          14     10,369       7,379          3,049    13,182
                                 ------------------------------------------------------------------------------
    Total                         277,346    83,300          85     79,260      46,884         22,606    67,477
Deferred -- net                   (54,429)  (17,939)    (57,911)    21,580     (26,763)       (15,674)  (27,375)
Investment tax credit                                                                                      
   adjustments -- net             (24,739)   (8,814)     (4,260)    (6,048)     (1,673)          (681)   (3,265)
Investment tax credit         
   amortization -FERC
   Settlement                     (66,454)  (27,327)          -    (31,504)     (5,973)        (1,651)        -
                                 ------------------------------------------------------------------------------
   Recorded income tax expense   $131,724  $ 29,220    $(62,086)  $ 63,288    $ 12,475       $  4,600  $ 36,837
                                 ==============================================================================
                                                                  
</TABLE>
      
      Entergy  Corporation's and its subsidiaries' total  income  taxes
differ  from  the  amounts computed by applying the  statutory  federal
income  tax  rate  to  income  before  taxes.   The  reasons  for   the
differences  for  the  years  1996, 1995,  and  1994  are  (amounts  in
thousands):
<TABLE>
<CAPTION>
                                                 Entergy     Entergy     Entergy     Entergy      Entergy      System
               1996                   Entergy   Arkansas   Gulf States  Louisiana  Mississippi  New Orleans    Energy
<S>                                   <C>         <C>          <C>       <C>           <C>          <C>         <C>
Computed at statutory rate (35%)      $319,103    $84,785      $34,371   $108,262      $42,111      $15,048     $63,626
Increases (reductions) in tax                                                                                          
      resulting from:                                                                                                  
    State income taxes net of                                                                                          
        federal income tax effect       54,801     10,796       19,389     11,535        4,188        1,449       7,444
    Depreciation                        15,829     (2,102)      (6,305)     6,722        1,604          402      15,508
    Rate deferrals - net                 1,973      1,115        5,537     (1,829)      (3,430)         580           -
    Amortization of investment                                                                                          
        tax credits                    (20,349)    (4,608)      (4,380)    (5,664)      (1,582)        (635)     (3,480)
    Flow-through/permanent                                                                                             
        differences                      1,059       (845)       2,792       (449)        (275)        (164)          -
    SFAS 121 write-off                  48,265          -       48,265          -            -            -           -
    Other -- net                           478     (4,697)       2,422        (17)      (1,510)        (463)       (977)
                                      ---------------------------------------------------------------------------------
      Total income taxes              $421,159    $84,444     $102,091   $118,560      $41,106      $16,217     $82,121
                                      =================================================================================
Effective Income Tax Rate                46.2%      34.4%       105.5%      37.6%        34.2%        37.7%       45.4%
</TABLE>
<TABLE>
<CAPTION>

                                                 Entergy      Entergy      Entergy       Entergy       Entergy       System
              1995                   Entergy    Arkansas    Gulf States   Louisiana    Mississippi   New Orleans     Energy
<S>                                   <C>          <C>           <C>         <C>            <C>            <C>         <C>
Computed at statutory rate (35%)      $334,944     $93,458       $65,157     $111,528       $36,240        $19,198     $58,986
Increases (reductions) in tax                                                                                                 
      resulting from:                                                                                                         
    State income taxes net of                                                                                                 
        federal income tax effect       42,599      11,551         8,375       11,532         3,344          1,971       7,036
    Depreciation                         1,670      (1,510)      (13,073)       2,693           739           (661)     13,482
    Rate deferrals - net                 1,699         975         6,240       (2,626)       (3,465)           575           -
    Amortization of investment                                                                                                
        tax credits                    (20,549)     (5,658)       (4,475)      (5,711)       (1,548)          (634)     (3,480)
    Other -- net                        (1,320)     (3,873)        1,020         (302)         (433)            18        (531)
                                      ----------------------------------------------------------------------------------------
      Total income taxes              $359,043     $94,943       $63,244     $117,114       $34,877        $20,467     $75,493
                                      ========================================================================================
Effective Income Tax Rate                37.5%       35.5%         34.0%        36.7%         33.7%          37.3%       44.8%
</TABLE>                                                       
<TABLE>
<CAPTION>
                                                       
                                                       Entergy     Entergy     Entergy       Entergy      Entergy     System
                 1994                      Entergy    Arkansas   Gulf States  Louisiana    Mississippi  New Orleans   Energy
<S>                                         <C>          <C>       <C>            <C>           <C>          <C>        <C>
Computed at statutory rate (35%)            $194,448     $60,017    ($50,694)      $96,994       $21,438      $6,234    $14,785
Increases (reductions) in tax                                                                                                  
      resulting from:                                                                                                          
    State income taxes net of                                                                                                  
        federal income tax effect             13,766       7,821      (6,571)        5,147         2,465         456      7,565
    Depreciation                               9,995        (921)     (8,188)        3,219         1,930        (586)    14,541
    Rate deferrals - net                       1,435         729       6,551        (2,749)       (3,810)        714          -
   Amortization of investment                                                                                                  
        tax credits                          (27,337)    (10,220)     (4,472)       (6,305)       (1,674)       (681)    (3,476)
   Amortization of investment                                                                                                  
        tax credits - FERC Settlement        (66,454)    (27,327)          -       (31,504)       (5,973)     (1,651)         -
   Adjustment of prior year taxes              9,425        (208)     (2,460)            -        (1,954)       (423)     2,947
    Other -- net                              (3,554)       (671)      3,748        (1,514)           53         537        475
                                            -----------------------------------------------------------------------------------
      Total income taxes                    $131,724     $29,220    ($62,086)      $63,288       $12,475      $4,600    $36,837
                                            ===================================================================================
Effective Income Tax Rate                      23.7%       17.1%       42.9%        22.9%         20.4%       25.9%       87.2%

</TABLE>

       Significant   components  of  Entergy  Corporation's   and   its
subsidiaries' net deferred tax liabilities as of December 31, 1996  and
1995, are as follows (in thousands):

<TABLE>
<CAPTION>
                   1996                                  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)   ($1,406,921)   ($287,217)   ($434,380)   ($349,667)    ($21,537)     ($9,717)  ($304,403)
    Plant-related basis differences        (2,986,993)    (476,364)  (1,016,616)    (716,974)    (185,038)     (50,435)   (512,519)
    Rate deferrals                           (322,530)     (84,826)     (68,282)      (2,839)    (113,669)     (52,914)          -
    Other                                    (143,792)     (59,592)      (9,243)     (31,433)      (7,604)      (6,193)    (24,917)
                                          ----------------------------------------------------------------------------------------
        Total                             ($4,860,236)   ($907,999) ($1,528,521) ($1,100,913)   ($327,848)   ($119,259)  ($841,839)
                                          ========================================================================================
                                                               
Deferred Tax Assets:                                           
    Accumulated deferred investment                              
        tax credit                             210,879       42,450      61,563       53,831        9,724        3,666      39,645
    Investment tax credit carryforwards        138,779            -     138,779            -            -            -           -
    NOL carryforwards                           24,990            -      24,990            -            -            -           -
    Alternative minimum tax credit              40,658            -      40,658            -            -            -           -
    Sale and leaseback                         233,823            -           -      108,390            -            -     125,433
    Removal cost                               102,268            -      27,391       61,716        2,454       10,707           -
    Unbilled revenues                           37,692            -      17,824       14,965         (343)       5,246           -
    Pension-related items                       30,869            -      11,291        8,838        2,008        5,987       2,745
    Rate refund                                 25,409            -           -            -            -        7,077      18,332
    FERC Settlement                             19,079            -           -            -            -            -      19,079
    Other                                      147,020        9,049      61,804       23,545        5,849        8,097      12,585
                                            --------------------------------------------------------------------------------------
        Total                               $1,011,466      $51,499    $384,300     $271,285      $19,692      $40,780    $217,819
                                            ======================================================================================
        Net deferred tax liability         ($3,848,770)   ($856,500) ($1,144,221)  ($829,628)   ($308,156)    ($78,479)  ($624,020)
                                           =======================================================================================
</TABLE>
<TABLE>
<CAPTION>
                  1995                                  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) ($1,494,000)    ($264,166)   ($512,281)   ($357,528)    ($17,147)    ($10,723)   ($332,154)
    Plant-related basis differences      (3,071,519)     (480,465)  (1,060,241)    (722,680)    (181,792)     (50,820)    (538,215)
    Rate deferrals                         (467,691)     (131,261)    (104,695)     (12,652)    (157,168)     (61,915)           -
    Other                                  (117,510)      (69,475)      (1,814)     (35,272)      (9,339)      (3,134)     (10,365)
                                        ------------------------------------------------------------------------------------------
        Total                           ($5,150,720)    ($945,367) ($1,679,031) ($1,128,132)   ($365,446)   ($126,592)   ($880,734)
                                        ==========================================================================================
Deferred Tax Assets:                                            
    Accumulated deferred investment                                  
        tax credit                           214,505        44,260       58,653       56,008       10,702        3,910       40,973
    Investment tax credit carryforwards      167,713             -      167,713            -            -            -            -
    Valuation allowance                      (44,597)            -      (44,597)           -            -            -            -
    NOL carryforwards                        151,141             -      151,141            -            -            -            -
    Alternative minimum tax credit           130,760             -       39,709       27,409            -            -       63,642
    Sale and leaseback                       225,620             -            -      105,788            -            -      119,832
    Removal cost                              97,184             -       25,701       59,148        2,316       10,019            -
    Unbilled revenues                         42,923             -       22,384       16,850            -        3,689            -
    Pension-related items                     21,003             -       14,472            -        2,342        4,189            -
    Operating provisions                       6,795             -            -            -            -        6,795            -
    Provision - FASB 5 contingencies           7,250         7,250            -            -            -            -            -
    FERC Settlement                           19,978             -            -            -            -          459       19,519
    Other                                    259,954        21,394      110,176       52,285       17,415        6,703       34,586
                                          -----------------------------------------------------------------------------------------
        Total                             $1,300,229       $72,904     $545,352     $317,488      $32,775      $35,764     $278,552
                                          =========================================================================================
        Net deferred tax liability       ($3,850,491)    ($872,463) ($1,133,679)   ($810,644)   ($332,671)    ($90,828)   ($602,182)
                                          =========================================================================================

</TABLE>
      
      As  of December 31, 1996, Entergy has investment tax credit (ITC)
carryforwards  of  $138.8  million, federal net  operating  loss  (NOL)
carryforwards of $50.8 million, and state NOL carryforwards  of  $105.2
million,  all  related  to  Entergy Gulf States  operations.   The  ITC
carryforwards include the 35% reduction required by the Tax Reform  Act
of  1986 and may be applied solely against federal income tax liability
of  Entergy Gulf States and, if not utilized, will expire between  1997
and   2002.  At  December  31,  1995,  the  projected  amount  of   ITC
carryforwards which would expire unutilized was estimated to  be  $44.6
million,  which was based upon projections of estimated taxable  income
of  Entergy  Gulf  States  and, accordingly, a  valuation  reserve  was
recorded  for this amount.  At December 31, 1996, management  estimated
that  none  of the remaining ITC carryforwards would expire unutilized,
and  the valuation reserve was eliminated.  The alternative minimum tax
(AMT)  credit carryforwards as of December 31, 1996 were $40.7 million,
all related to Entergy Gulf States operations.  This AMT credit can  be
carried  forward  indefinitely and may be applied  solely  against  the
federal income tax liability of Entergy Gulf States.

     In accordance with the System Energy FERC Settlement, the domestic
utility  companies  wrote  off $66.6 million  of  unamortized  deferred
investment  tax  credits in 1994, including $27.3  million  at  Entergy
Arkansas,  $31.5 million at Entergy Louisiana, $6.0 million at  Entergy
Mississippi, and $1.7 million at Entergy New Orleans.

      In  August  1994,  Entergy received an IRS  report  covering  the
federal  income  tax audit of Entergy Corporation and subsidiaries  for
the  years  1988-90.  The report asserted an $80 million tax deficiency
for  the  1990  tax  return related primarily  to  the  utilization  of
accelerated investment tax credits associated with the Waterford 3  and
Grand Gulf nuclear plants.  Changes to the initial report, made in  the
IRS Appeal process, have reduced the assessment related to the issue by
$22  million  to  $58  million.  Entergy Corporation  and  the  Appeals
Officer  agreed  to  pursue a "Technical Advice" ruling  from  the  IRS
National  Office  to  address  the remainder  of  the  issue.   Entergy
Corporation  believes  there  is  no material  tax  deficiency  and  is
confident  that  a  satisfactory  resolution  of  the  matter  will  be
achieved.


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)

      In  November  1996,  SEC authorization was  received  by  Entergy
Arkansas,  Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
Entergy  New Orleans, and System Energy increasing short-term borrowing
limits  to $235 million, $340 million, $225 million, $103 million,  $35
million,  and  $140  million,  respectively  (for  a  total  of  $1.078
billion). These authorizations are effective through November 30, 2001.
Of  these  companies,  Entergy Louisiana and  Entergy  Mississippi  had
borrowings outstanding as of December 31, 1996.  Entergy Louisiana  and
Entergy  Mississippi had $31.1 million and $50.3 million, respectively,
of  borrowings  outstanding  under  the  money  pool,  an  intra-system
borrowing   arrangement  designed  to  reduce  the   domestic   utility
companies'  dependence  on  external  short-term  borrowings.   Entergy
Arkansas, Entergy Louisiana, and Entergy Mississippi had undrawn  lines
of  credit as of December 31, 1996, of $25 million, $64.2 million,  and
$30 million, respectively.

     In July 1995, Entergy Corporation received SEC authorization for a
$300  million  bank  credit facility.  Thereafter, a three-year  credit
agreement  was signed with a group of banks in October 1995 to  provide
up  to $300 million of loans to Entergy Corporation.  $230 million  was
drawn on this facility for the acquisition of CitiPower in January 1996
and was subsequently repaid throughout the course of the year. See Note
13  for  a discussion of the acquisition.  As of December 31, 1996,  no
amounts  were  outstanding  against the  facility.   In  January  1997,
Entergy  Corporation filed an amendment with the SEC  to  increase  the
authorization from $300 million to $500 million.

      On  September 13, 1996, Entergy Corporation and ETHC  obtained  a
three-year $100 million bank line of credit that may be increased up to
$300  million  and can be drawn by either Entergy Corporation  or  ETHC
(with  a  guarantee from Entergy Corporation). The proceeds are  to  be
used  exclusively  for  exempt telecommunication  investments.   As  of
December  31,  1996,  $20 million borrowed by Entergy  Corporation  was
outstanding under this facility.

      Other  Entergy companies have SEC authorization to borrow through
the money pool, from Entergy Corporation, and from commercial banks  in
the  aggregate  principal amounts up to $265 million,  of  which  $88.4
million  was  outstanding  as of December  31,  1996.   Some  of  these
borrowings are restricted as to use, and are secured by certain assets.

      In  total,  Entergy had short-term commitments in the  amount  of
$607.6  million  as of December 31, 1996, of which $575.2  million  was
unused.    The   weighted-average  interest  rate  on  the  outstanding
borrowings  as of December 31, 1996, and December 31, 1995,  was  6.10%
and  6.35%,  respectively.  Commitment fees on the lines of credit  for
Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi are 0.125%
of  the undrawn amounts.  The commitment fees for Entergy Corporation's
$300  million  credit facility and ETHC's $100 million credit  facility
are  currently  0.17%, but can fluctuate depending on the  senior  debt
ratings of the domestic utility companies.  See Note 7 for a discussion
of commitments for long-term financing arrangements.


NOTE 5.   PREFERRED, PREFERENCE, AND COMMON STOCK (Entergy Corporation,
Entergy  Arkansas,  Entergy  Gulf States,  Entergy  Louisiana,  Entergy
Mississippi, and Entergy New Orleans)

     The number of shares, authorized and outstanding, and dollar value
of  preferred  and  preference  stock for  Entergy,  Entergy  Arkansas,
Entergy  Gulf  States,  Entergy  Louisiana,  Entergy  Mississippi,  and
Entergy New Orleans as of December 31, 1996, and 1995 were:
<TABLE>                                           
<CAPTION>
                                           
                                           Shares
                                         Authorized             Total              Call Price
                                       and Outstanding       Dollar Value        Per Share as of
                                      1996        1995      1996      1995      December 31, 1996
                                                       (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         $103.647
      4.72% Series                    93,500      93,500     9,350     9,350         $107.000
      4.56% Series                    75,000      75,000     7,500     7,500         $102.830
      4.56% 1965 Series               75,000      75,000     7,500     7,500         $102.500
      6.08% Series                   100,000     100,000    10,000    10,000         $102.830
      7.32% Series                   100,000     100,000    10,000    10,000         $103.170
      7.80% Series                   150,000     150,000    15,000    15,000         $103.250
      7.40% Series                   200,000     200,000    20,000    20,000         $102.800
      7.88% Series                   150,000     150,000    15,000    15,000         $103.000
    Cumulative, $25 par value:
      8.84% Series                         -     400,000         -    10,000
    Cumulative, $0.01 par value:
      $2.40 Series (a)                     -   2,000,000         -    50,000                -
      $1.96 Series (a)(b)            600,000     600,000    15,000    15,000                -
                                   ---------   ---------  --------  --------
        Total without sinking fund 1,613,500   4,013,500  $116,350  $176,350
                                   =========   =========  ========  ========
  With sinking fund:
    Cumulative, $100 par value:
      8.52% Series                   300,000     350,000   $30,000   $35,000         $104.260
    Cumulative, $25 par value:
      9.92% Series                   401,085     561,085    10,027    14,027          $26.320
                                     -------     -------   -------   -------
        Total with sinking fund      701,085     911,085   $40,027   $49,027
                                     =======     =======   =======   =======
Fair Value of Preferred Stock with
  sinking fund(d)                                          $41,835   $51,476
                                                           =======   =======
</TABLE>

<TABLE>                                           
<CAPTION>
                                           
                                           Shares
                                         Authorized             Total              Call Price
                                       and Outstanding       Dollar Value        Per Share as of
                                      1996        1995      1996      1995      December 31, 1996
                                                       (Dollars in Thousands)
<S>                                   <C>         <C>      <C>       <C>             <C>
Entergy Gulf States Preferred and Preference Stock
Preference Stock
  Cumulative, without par value
    7% Series (a)(b)               6,000,000   6,000,000  $150,000  $150,000             -
                                   =========   =========  ========  ========             
Preferred Stock  
 Authorized 6,000,000, $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                   350,000     350,000    35,000    35,000         $101.80
      8.52% Series                   500,000     500,000    50,000    50,000         $102.43
      9.96% Series                   350,000     350,000    35,000    35,000         $102.64
                                   ---------   ---------  --------  --------
        Total without sinking fund 1,364,438   1,364,438  $136,444  $136,444
                                   =========   =========  ========  ========
  With sinking fund:
      8.80% Series                   184,595     204,495   $18,459   $20,450         $100.00
      9.75% Series                         -      19,543         -     1,954         $100.00
      8.64% Series                   140,000     168,000    14,000    16,800         $101.00
      Adjustable Rate - A,7.39%(c)   180,000     192,000    18,000    19,200         $100.00
      Adjustable Rate - B,7.44%(c)   270,000     292,500    27,000    29,250         $100.00
                                     -------     -------   -------   -------
        Total with sinking fund      774,595     876,538   $77,459   $87,654
                                     =======     =======   =======   =======
Fair Value of Preference Stock and 
  Preferred Stock with sinking fund(d)                    $214,475  $219,191
                                                          ========  ========
</TABLE>
<TABLE>                                           
<CAPTION>
                                           
                                           Shares
                                         Authorized             Total              Call Price
                                       and Outstanding       Dollar Value        Per Share as of
                                      1996        1995      1996      1995      December 31, 1996
                                                       (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
      8.56% Series                         -     100,000         -    10,000            -   
    Cumulative, $25 par value:       
      8.00% Series(b)              1,480,000   1,480,000    37,000    37,000            -   
      9.68% Series                         -   2,000,000         -    50,000            -   
                                   ---------   ---------  --------  --------
        Total without sinking fund 2,115,000   4,215,000  $100,500  $160,500
                                   =========   =========  ========  ========
  With sinking fund:
    Cumulative, $100 par value:
      7.00% Series(b)                500,000     500,000   $50,000   $50,000            -   
      8.00% Series(b)                350,000     350,000    35,000    35,000            -   
    Cumulative, $25 par value:
      12.64% Series                  300,000     600,370     7,500    15,009         $ 26.58
                                   ---------   ---------   -------   -------
        Total with sinking fund    1,150,000   1,450,370   $92,500  $100,009
                                   =========   =========   =======  ========
Fair Value of Preferred Stock with
  sinking fund(d)                                          $93,825  $103,135
                                                           =======  ========
</TABLE>
<TABLE>                                           
<CAPTION>
                                           
                                           Shares
                                         Authorized             Total              Call Price
                                       and Outstanding       Dollar Value        Per Share as of
                                      1996        1995      1996      1995      December 31, 1996
                                                       (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                    43,888      43,888     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 (b)               200,000     200,000    20,000    20,000            -
      9.16% Series                    75,000      75,000     7,500     7,500         $104.06
                                   ---------   ---------  --------  --------
        Total without sinking fund   578,808     578,808  $ 57,881  $ 57,881
                                   =========   =========  ========  ========
  With sinking fund:
    Cumulative, $100 par value:
      9.76% Series                    70,000     140,000   $ 7,000   $14,000         $100.00
      12.00% Series                        -      27,700         -     2,770            -   
                                   ---------   ---------   -------   -------
        Total with sinking fund       70,000     167,700   $ 7,000  $ 16,770
                                   =========   =========   =======  ========
Fair Value of Preferred Stock with
  sinking fund(d)                                          $ 7,000  $ 16,936
                                                           =======  ========
</TABLE>
<TABLE>                                           
<CAPTION>
                                           
                                           Shares
                                         Authorized             Total              Call Price
                                       and Outstanding       Dollar Value        Per Share as of
                                      1996        1995      1996      1995      December 31, 1996
                                                       (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         $104.58
      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

  Subsidiaries' Preference Stock
    (a)(b):                        6,000,000   6,000,000  $150,000  $150,000
                                   =========   =========  ========  ========
  Subsidiaries' Preferred Stock:
    Without sinking fund           5,869,544  10,369,544  $430,955  $550,955
                                   =========  ==========  ========  ========
    With sinking fund              2,695,680   3,405,693  $216,986  $253,460
                                   =========   =========  ========  ========


Fair Value of Preference Stock and
  Preferred Stock with sinking fund(d)                    $357,135  $390,738
                                                          ========  ========
</TABLE>


(a)  The  total  dollar  value represents the involuntary  liquidation
     value of $25 per share.
(b)  These series are not redeemable as of December 31, 1996.
(c)  Represents weighted-average annualized rates for 1996.
(d)  Fair  values were determined using bid prices reported  by  dealer
     markets  and  by  nationally recognized investment banking  firms.
     See  Note  1 for additional disclosure of fair value of  financial
     instruments.

      Changes  in  the preferred stock, with and without sinking  fund,
preference  stock, and common stock of Entergy Arkansas,  Entergy  Gulf
States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans
during the last three years were:

                                         Number of Shares
                                    1996        1995       1994
   Preferred stock retirements
     Entergy Arkansas                                 
       $100 par value             (50,000)    (25,000)   (45,000)
       $25 par value             (560,000)   (280,000)  (280,000)
       $0.01 par value         (2,000,000)          -          -
     Entergy Gulf States                              
       $100 par value            (101,943)    (72,834)   (60,667)
     Entergy Louisiana                                
       $100 par value            (100,000)          -          -
       $25 par value           (2,300,370)   (450,211)  (601,537)
     Entergy Mississippi                              
       $100 par value             (97,700)   (150,000)  (150,000)
     Entergy New Orleans                               
       $100 par value                   -     (34,495)   (15,000)

      Cash sinking fund requirements and mandatory redemptions for  the
next  five years for preferred and preference stock, outstanding as  of
December 31, 1996, are:

                    Entergy    Entergy     Entergy     Entergy       
         Entergy   Arkansas  Gulf States  Louisiana  Mississippi
                           (In Thousands)
                                                   
   1997  $21,216    $4,500      $5,966      $3,750     $7,000
   1998   14,225     4,500       5,966       3,759          -
   1999   60,466     4,500       5,966      50,000          -
   2000  160,466     4,500     155,966           -          -
   2001   45,466     4,500       5,966      35,000          -

      Entergy  Arkansas,  Entergy Gulf States, Entergy  Louisiana,  and
Entergy Mississippi have the annual noncumulative option to redeem,  at
par,   additional  amounts  of  certain  series  of  their  outstanding
preferred stock.

       Entergy   Corporation  repurchased  and  retired  (returned   to
authorized but unissued status) 1,230,000 shares of common stock  at  a
cost of $30.7 million in 1994.  There were no stock repurchases in 1995
or 1996.

      Entergy Corporation from time to time 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  Plan), and certain other  stock  benefit  plans.
Entergy Corporation repurchased in the market 2,805,000 shares  of  its
common  stock in 1994 at a cost of $88.8 million.  The Directors'  Plan
awards  nonemployee  directors a portion of their compensation  in  the
form  of a fixed number of shares of Entergy Corporation common  stock.
Shares  awarded under the Directors' Plan were 6,750, 9,251, and 18,757
during 1996, 1995, and 1994, respectively.

      During  1996,  Entergy Corporation issued 755,200 shares  of  its
previously  repurchased  common stock,  reducing  the  amount  held  as
treasury  stock  by  $22.2 million.  Entergy Corporation  issued  these
shares  to  meet  the  requirements of its  various  stock  plans.   In
addition,  Entergy Corporation received proceeds of $118  million  from
the issuance of 4,438,972 shares of common stock under its new dividend
reinvestment and stock purchase plan during 1996.

     The Equity Plan grants stock options, equity awards, and incentive
awards  to key employees of the domestic utility companies.  The  costs
of  awards  are  charged  to income over the period  of  the  grant  or
restricted  period,  as appropriate.  Amounts charged  to  compensation
expense in 1996 were immaterial.  Stock options, which comprise 50%  of
the shares targeted for distribution under the Equity Plan, are granted
at  exercise  prices not less than market value on the date  of  grant.
The  options are generally exercisable no less than six months nor more
than 10 years after the date of grant.

      Entergy  sponsors the  Employee Stock Ownership Plan  of  Entergy
Corporation  and  Subsidiaries (ESOP) and the Savings Plan  of  Entergy
Corporation  and Subsidiaries (Savings Plan).  Both plans  are  defined
contribution  plans  covering eligible employees  of  Entergy  and  its
subsidiaries   who   have   completed  certain  service   requirements.
Entergy's subsidiaries' contributions to the ESOP and the Savings Plan,
and  any income thereon, are invested  in shares of Entergy Corporation
common stock.  The allowed contributions to the ESOP are accrued  based
on the expected utilization of additional investment tax credits in the
applicable  Federal income tax return of Entergy and its  subsidiaries,
and   on   expected  voluntary  participant  contributions.   Entergy's
subsidiaries contributed $22.8 million to the ESOP for the  year  ended
December  31,  1995.  There were no contributions in  the  years  ended
December 31, 1996 and 1994.

      The  Savings Plan provides that the employing Entergy  subsidiary
may  make matching contributions to the plan in an amount equal  to  50
percent  of the participant's basic contribution.  In 1996,  1995,  and
1994,  Entergy's subsidiaries contributed $13.2 million, $13.2 million,
and $11.7 million, respectively, to the Entergy Savings Plan.

      Entergy  Gulf  States sponsors the Gulf States Utilities  Company
Employee  Stock Ownership Plan (GSU ESOP) and the Gulf States Utilities
Company  Employees'  Thrift  Plan (GSU Thrift  Plan),  which  are  both
defined  contribution plans.  The GSU ESOP is available to all  Entergy
Gulf  States  employees, pre-Merger Entergy Gulf States  employees  and
post-Merger  employees  of  Entergy  Operations,  whose  primary   work
location   is  River  Bend,  upon  completion  of  certain  eligibility
requirements.  All contributions to the plan are invested in shares  of
Entergy   Corporation  common  stock.   Entergy   Gulf   States   makes
contributions  to  the  GSU  ESOP  based  on  expected  utilization  of
additional  investment tax credits in the Entergy Gulf  States  Federal
tax  return and on expected participants' contributions.  No additional
contributions  were made to the GSU ESOP during 1996, 1995,  and  1994.
The  GSU  Thrift  Plan  is  available  to  certain  Entergy  Operations
employees  whose  primary work location is River  Bend.   Entergy  Gulf
States makes matching contributions to the GSU Thrift Plan equal to  50
percent of a participant's basic contribution which may be invested, at
the  participant's discretion, in shares of Entergy Corporation  common
stock.   Entergy Gulf States' contributions to the GSU Thrift Plan  for
the  years  ended December 31, 1996, 1995, and 1994 were  $.3  million,
$1.1 million, and $3.9 million, respectively.

      Entergy  applies APB Opinion 25, "Accounting for Stock Issued  to
Employees,"  and  related  interpretations  in  accounting  for   stock
options.   Accordingly,  no  compensation  cost  is  required   to   be
recognized for the stock options described above until such options are
exercised because the exercise prices are not less than market value on
the date of grant.  The impact on Entergy's net income and earnings per
share  would have been immaterial had compensation cost for  the  stock
options been determined based on the fair value at the grant dates  for
awards under the option plans consistent with the method prescribed  by
SFAS 123.

      In applying the disclosure provisions of SFAS 123, the fair value
of each option grant is estimated on the date of grant using the Black-
Scholes  option-pricing model with expected stock price  volatility  of
18%,  24%,  and  19%  in  1996,  1995,   and  1994,  respectively,  and
additional  assumptions for each of those years as follows:   risk-free
interest  rates  of 6%, expected lives of 10 years,  and  dividends  of
$1.80 per share.

     Nonstatutory stock option transactions are summarized as follows:
<TABLE>
<CAPTION>
                                              1996                  1995                 1994
                                                 Average               Average               Average
                                       Number     Option     Number     Option     Number     Option
                                     of Options   Price    of Options    Price   of Options    Price
<S>                                    <C>        <C>        <C>         <C>       <C>        <C>
Beginning-of-year balance              457,909    $25.98     170,409     $34.86    102,909    $33.46

Options granted                         82,500     29.38     315,000      21.39     67,500     37.00
Options exercised                       (7,500)    23.38     (12,500)     23.38          -         -
Options expiring unused                 (5,000)    35.88     (15,000)     32.75          -         -
                                       -------               -------               -------
End-of-year balance                    527,909    $26.45     457,909     $25.98    170,409    $34.86
                                       =======               =======               =======

Options exercisable at year-end        277,909               207,909               170,409

Weighted average fair value of
  options granted                        $2.67                 $5.48                 $2.45

</TABLE>
     The  following  table summarizes information about  stock  options
outstanding as of December 31, 1996:

<TABLE>
<CAPTION>
                              Options Outstanding                   Options Exercisable   
                                 Weighted-Avg           
                                   Remaining       Weighted-                      Weighted-
  Range of             As of      Contractual    Avg. Exercise      As of      Avg. Exercise
Exercise Prices      12/31/96      Life-Yrs.         Price         12/31/96        Price         
<S>                   <C>             <C>           <C>            <C>             <C>
$20 - $30             404,302         8.2           $23.51         154,302         $27.77

$30 - $40             123,607         6.6           $36.09         123,607         $36.09
                      -------                                      -------
$20 - $40             527,909         7.8           $26.45         277,909         $31.47
                      =======                                      =======

</TABLE>
 

      To  meet  the requirements of the Employee Stock Investment  Plan
(ESIP),  Entergy Corporation is authorized to issue or acquire, through
March  31, 1997, up to 2,000,000 shares of its common stock to be  held
as  treasury  shares.  Under the ESIP, employees  may  be  granted  the
opportunity to purchase (for up to 10% of their regular annual  salary,
but  not more than $25,000) common stock at 85% of the market value  on
the  first  or last business day of the plan year, whichever is  lower.
Through  this  program, employees purchased 247,122 and 329,863  shares
for  the  1995 and 1994 plan years, respectively.  The 1996  plan  year
runs  from April 1, 1996, to March 31, 1997.  In February 1997, Entergy
received  authority from the SEC to extend the ESIP for  an  additional
period  of  three years ending on March 31, 2000.  Under  the  extended
plan,   Entergy  Corporation  may  issue  either  treasury  shares   or
previously authorized but unissued shares.

NOTE 6.   COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES

(Entergy Arkansas)

      Entergy Arkansas Capital I (Trust) was established as a financing
subsidiary  of Entergy Arkansas for the purpose of issuing  common  and
preferred securities.  On August 14, 1996, the Trust issued $60 million
in aggregate liquidation preference amount of 8.5% Cumulative Quarterly
Income Preferred Securities (Preferred Securities) in a public offering
and  $1.9 million of common securities to Entergy Arkansas.  The  Trust
used  the  proceeds from the sale of the Preferred Securities  and  the
common  securities  to  purchase  from  Entergy  Arkansas  8.5%  junior
subordinated  deferrable interest debentures in  the  amount  of  $61.9
million  (Debentures).  The Debentures held by the Trust are  its  only
asset  and  the  Trust  will  use interest  payments  received  on  the
Debentures to make cash distributions on the Preferred Securities.

      The Preferred Securities of the Trust, as well as the Debentures,
mature on September 30, 2045.  The Preferred Securities are redeemable,
however, at the option of Entergy Arkansas beginning in 2001 at 100% of
their principal amount, or earlier under certain limited circumstances,
including  the  loss of the tax deduction arising out of  the  interest
paid  on  the  Debentures.  Entergy Arkansas has, pursuant  to  certain
agreements taken together, fully and unconditionally guaranteed payment
of  distributions on the Preferred Securities.  Entergy Arkansas is the
owner of all of the common securities of the Trust, which constitute 3%
of the Trust's total capital.

(Entergy Louisiana)

     Entergy Louisiana Capital I (Trust) was established as a financing
subsidiary  of Entergy Louisiana for the purpose of issuing common  and
preferred  securities.  On July 16, 1996, the Trust issued $70  million
in  aggregate liquidation preference amount of 9% Cumulative  Quarterly
Income Preferred Securities (Preferred Securities) in a public offering
and  $2.2 million of common securities to Entergy Louisiana.  The Trust
used  the  proceeds from the sale of the Preferred Securities  and  the
common   securities  to  purchase  from  Entergy  Louisiana  9%  junior
subordinated  deferrable interest debentures in  the  amount  of  $72.2
million  (Debentures).  The Debentures held by the Trust are  its  only
asset  and  the  Trust  will  use interest  payments  received  on  the
Debentures to make cash distributions on the Preferred Securities.

      The Preferred Securities of the Trust, as well as the Debentures,
mature on September 30, 2045.  The Preferred Securities are redeemable,
however, at the option of Entergy Louisiana beginning in 2001  at  100%
of   their   principal  amount,  or  earlier  under   certain   limited
circumstances, including the loss of the tax deduction arising  out  of
the  interest paid on the Debentures.  Entergy Louisiana has,  pursuant
to   certain  agreements  taken  together,  fully  and  unconditionally
guaranteed  payment  of  distributions  on  the  Preferred  Securities.
Entergy Louisiana is the owner of all of the common securities  of  the
Trust, which constitute 3% of the Trust's total capital.

(Entergy Gulf States)

      Entergy  Gulf  States  Capital I (Trust)  was  established  as  a
financing subsidiary of Entergy Gulf States for the purpose of  issuing
common and preferred securities.  On January 28, 1997, the Trust issued
$85  million  in  aggregate  liquidation  preference  amount  of  8.75%
Cumulative Quarterly Income Preferred Securities (Preferred Securities)
in  a  public offering and $2.6 million of common securities to Entergy
Gulf  States.   The  Trust  used the proceeds  from  the  sale  of  the
Preferred Securities and the common securities to purchase from Entergy
Gulf States 8.75% junior subordinated deferrable interest debentures in
the  amount of $87.6 million (Debentures).  The Debentures held by  the
Trust  are  its  only  asset and the Trust will use  interest  payments
received  on the Debentures to make cash distributions on the Preferred
Securities.

      The Preferred Securities of the Trust, as well as the Debentures,
mature  on  March  31, 2046.  The Preferred Securities are  redeemable,
however, at the option of Entergy Gulf States beginning in 2002 at 100%
of   their   principal  amount,  or  earlier  under   certain   limited
circumstances, including the loss of the tax deduction arising  out  of
the interest paid on the Debentures.  Entergy Gulf States has, pursuant
to   certain  agreements  taken  together,  fully  and  unconditionally
guaranteed  payment  of  distributions  on  the  Preferred  Securities.
Entergy Gulf States is the owner of all of the common securities of the
Trust, which constitute 3% of the 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)

      The long-term debt of Entergy Corporation's subsidiaries, Entergy
Arkansas,  Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
Entergy New Orleans, and System Energy, as of December 31, 1996, 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>
First Mortgage Bonds
1997  1999   5.375%   11.375%      $687,000     $45,000    $321,000     $69,000             $12,000    $240,000
2000  2004   6.000%   8.250%      1,355,270     180,000     608,750     361,520                         205,000
2005  2009   6.650%   7.500%        325,000     215,000     110,000
2010  2019   9.750%                  75,000      75,000
2020  2026   7.000    10.000%     1,031,648     376,648     450,000     205,000
                                                                                                  
G&R Bonds
1997  1999   6.950%   11.2%          96,000                                        96,000
2000  2023   6.625%   8.800%        525,000                                       355,000   170,000
                                                                                                  
Governmental Obligations (a)
1997  2008   5.900%   10.000%       108,267      49,655      45,875      11,837       900
2009  2026   5.950%   9.875%      1,551,235     240,700     435,735     412,170    46,030               416,600
                                                                                                  
Debentures
1997  2000   7.380%   9.720%        175,000                 100,000                                      75,000
                                                                                                   
Long-Term DOE Obligation (Note 9)   117,270     117,270
Waterford 3 Lease Obligation        353,600                             353,600
 8.76% (Note 10)
Grand Gulf Lease Obligation         496,480                                                             496,000
 7.02% (Note 10)
Line of Credit, variable             65,000
 rate, due 1998
CitiPower Credit Line, avg.         921,553                                                             
 rate 8.31% due 2000
Other Long-Term Debt                 83,411                   9,938
Unamortized Premium and Discount    (30,310)    (11,420)     (5,087)     (5,619)   (2,861)   (1,112)     (4,211)
  - Net                          ------------------------------------------------------------------------------
                                                                                                  
Total Long-Term Debt              7,936,424   1,287,853   2,076,211   1,407,508   495,069   180,888   1,428,869
Less Amount Due Within One          345,620      32,465     160,865      34,275    96,015    12,000      10,000
 Year                            ------------------------------------------------------------------------------

Long-Term Debt Excluding Amount 
   Due Within One Year           $7,590,804  $1,255,388  $1,915,346  $1,373,233  $399,054  $168,888  $1,418,869
                                 ==============================================================================
Fair Value of Long-Term Debt(b)  $7,087,027  $1,160,377  $2,142,389  $1,104,891  $503,461  $175,566    $982,423
                                 ==============================================================================
</TABLE>

      The long-term debt of Entergy Corporation's subsidiaries, Entergy
Arkansas,  Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
Entergy New Orleans, and System Energy, as of December 31, 1995, 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>
First Mortgage Bonds
1996  1999   5%       10.5%      $1,064,410     $75,160    $445,000    $104,000   $35,000   $35,250    $370,000
2000  2004   6%       9.75%       1,282,320     180,800     670,000     361,520                          70,000
2005  2009   6.25%    11.375%       355,319     215,000     120,000                                      20,319
2010  2014   11.375%                 50,000                                                              50,000
2015  2019   9.75%    11.375%        95,000      75,000                                                  20,000
2020  2024   7%       10.375%     1,008,818     373,818     450,000     185,000
                                                                                                  
G&R Bonds
1996  1999   6.95%    11.2%         152,000                                       122,000    30,000
2000  2023   6.625%   8.8%          485,000                                       355,000   170,000
                                                                                                  
Governmental Obligations (a)
1996  1998   5.9%     10%           110,868      51,495      46,300      12,518       915
2009  2023   5.95%    12.50%      1,551,235     240,700     435,735     412,170    46,030               416,600
                                                                                                  
Debentures
1996  1998   9.72%                  150,000                 150,000 
2000         7.38%                   30,000                                                              30,000

Long-Term DOE Obligation (Note 9)   111,536     117,536
Waterford 3 Lease Obligation        353,600                             353,600
 8.76% (Note 10)
Grand Gulf Lease Obligation         500,000                                                             500,000
 7.02% (Note 10)
Line of Credit, variable             65,000
 rate, due 1998
Other Long-Term Debt                  9,156                   9,156
Unamortized Premium and Discount    (38,488)    (13,606)     (5,295)     (8,017)   (3,526)   (1,042)     (7,002)
  - Net                          ------------------------------------------------------------------------------
                                                                                                  
Total Long-Term Debt              7,335,774   1,309,903   2,320,896   1,420,431   555,419   194,208   1,469,917
Less Amount Due Within One          558,650      28,700     145,425      35,260    61,015    38,250     250,000
 Year                            ------------------------------------------------------------------------------

Long-Term Debt Excluding Amount 
   Due Within One Year           $6,777,124  $1,281,203  $2,175,471  $1,385,171  $494,404  $155,958  $1,219,917
                                 ==============================================================================
Fair Value of Long-Term Debt(b)  $6,666,420  $1,213,511  $2,416,932  $1,136,246  $594,365  $198,785  $1,041,581
                                 ==============================================================================
</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.
     See  Note 1 for additional information on disclosure of fair value
     of financial instruments.

     The annual long-term debt maturities (excluding lease obligations)
and  annual cash sinking fund requirements for debt outstanding  as  of
December 31, 1996, for the next five years follow:
<TABLE>
<CAPTION>

                      Entergy     Entergy (c)  Entergy(d)   Entergy        Entergy    System
        Entergy(a)  Arkansas(b)  Gulf States   Louisiana  Mississippi   New Orleans   Energy
                                         (In Thousands)
 <S>     <C>          <C>         <C>           <C>         <C>           <C>         <C>     
 1997    $345,620     $32,465     $160,865      $34,275     $96,015       $12,000     $10,000
 1998     311,720      15,510      190,890       35,300          20             -      70,000
 1999     233,198       1,025       71,915          238          20             -     160,000
 2000   1,098,988       1,245          945      100,225          20             -      75,000
 2001     279,210       1,535      123,725       18,925          25             -     135,000
</TABLE>

(a)  Not  included are other sinking fund requirements of approximately
     $17.5  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
     $0.62  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
     $12.8  million  annually  which may be satisfied  by  cash  or  by
     certification of property additions at the rate of  167%  of  such
     requirements.

(d)  Not  included are other sinking fund requirements of approximately
     $4.15  million  annually  which may be satisfied  by  cash  or  by
     certification of property additions at the rate of  167%  of  such
     requirements.

      Entergy  Gulf  States  has two outstanding  series  of  pollution
control  bonds  collateralized by irrevocable letters of credit,  which
are  scheduled  to expire before the scheduled maturity of  the  bonds.
The  letter  of credit collateralizing the $28.4 million variable  rate
series, due December 1, 2015, expires in September 1999 and the  letter
of  credit  collateralizing the $20 million variable rate  series,  due
April 1, 2016, expires in February 1999.

      An  Entergy subsidiary signed an agreement with several banks  on
January 5, 1996, to obtain a revolving credit facility in the aggregate
amount  of 1.2 billion Australian dollars (870 million US dollars)  for
the acquisition of CitiPower.  The facility was partially drawn down on
the  same date, bears interest at an average annual rate of 8.046%, and
is  non-recourse to Entergy.  This facility is collateralized by all of
CitiPower's assets.  Borrowings have maturities of 30 to 180 days,  and
are   continuously  renewable  for  30  to  180  day  periods  at   the
subsidiary's option until the facility matures on June 30, 2000, unless
certain events occur which would cause the maturity date to be extended
to  a date no later than December 31, 2000.  The subsidiary intends  to
renew  obligations incurred under the agreement for a period  extending
beyond  one year from the balance-sheet date.  As part of the CitiPower
acquisition, Entergy Corporation provided credit support, in  the  form
of a bank letter of credit and other agreements, totaling approximately
$70 million, which was subsequently released in January 1997.

      The subsidiary entered into several interest rate swaps to reduce
the  impact  of  interest  rate changes on  its  debt  related  to  the
CitiPower  acquisition.  The interest rate swap agreements which  hedge
this  debt  involve  the exchange of fixed and floating  rate  interest
payments  periodically  over  the life of the  agreements  without  the
exchange of the underlying principal amounts.  Market risks arise  from
the  movements in interest rates.  If the counterparties to an interest
rate  swap  agreement  were  to default on  contractual  payments,  the
subsidiary could be exposed to increased costs related to replacing the
original   agreement.  However,  the  subsidiary  does  not  anticipate
nonperformance by any counterparty to any interest rate swap in  effect
at  December  31,  1996.  At December 31, 1996, this subsidiary  was  a
party  to  a  notional  amount of $900 million  Australian  dollars  of
interest rate swaps with maturity dates ranging from February  1999  to
December 2000.

      Entergy  Power UK plc, an Entergy subsidiary, executed  a  credit
facility  with  several banks on December 17, 1996,  to  obtain  credit
facilities  in  the  aggregate  amount of  approximately  1.25  billion
British  Pounds  (2.1 billion US dollars). Proceeds of  this  facility,
which  is in three tranches, have been used, together with $392 million
of  cash  provided  by  Entergy,  to fund  the  acquisition  of  London
Electricity  plc and are available to replace London Electricity  plc's
currently  outstanding short-term credit lines and to  provide  working
capital  for  London Electricity plc.  No borrowings  were  outstanding
under  this credit facility at December 31, 1996.  The credit  facility
is  non-recourse  to Entergy and is collateralized  by  the  assets  of
Entergy  Power  UK plc, consisting of all shares of London  Electricity
plc  owned  by it.  The maturity dates of the various tranches  of  the
credit facility range from December 17, 1998 to December 17, 2001.  The
interest rate on these facilities is the London Interbank Offered  Rate
plus up to 1.50% depending on the capitalization ratio of Entergy Power
UK plc  and its subsidiaries.

      Under  Entergy Mississippi's G&R Mortgage, G&R Bonds are issuable
based  upon  70%  of  bondable property additions, based  upon  50%  of
accumulated  deferred  Grand  Gulf 1  related  costs,  based  upon  the
retirement of certain bonds previously outstanding, or based  upon  the
deposit  of cash with the trustee.  Entergy Mississippi's G&R  Mortgage
prohibits  the  issuance of additional first mortgage bonds  (including
for  refunding  purposes)  under Entergy Mississippi's  first  mortgage
indenture, except such first mortgage bonds as may hereafter be  issued
from  time  to  time at Entergy Mississippi's option to  the  corporate
trustee  under  the  G&R  Mortgage to provide additional  security  for
Entergy Mississippi's G&R Bonds.

      Under  Entergy New Orleans' G&R Mortgage, G&R Bonds are  issuable
based  upon  70% of bondable property additions or based  upon  50%  of
accumulated  deferred  Grand Gulf 1-related costs.   The  G&R  Mortgage
precludes  the  issuance of any additional bonds  based  upon  property
additions  if  the  total amount of outstanding Rate Recovery  Mortgage
Bonds  issued on the basis of the uncollected balance of deferred Grand
Gulf  1-related costs exceeds 66 2/3% of the balance of  such  deferred
costs.  As of December 31, 1996, Entergy New Orleans had no outstanding
Rate Recovery Mortgage Bonds.


NOTE   8.    DIVIDEND  RESTRICTIONS  -  (Entergy  Corporation,  Entergy
Arkansas,  Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
Entergy New Orleans, and System Energy)

      Provisions  within  the  Articles of Incorporation  or  pertinent
indentures  and various other agreements related 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.   Detailed  below  are the  restricted  retained  earnings
unavailable for distribution to Entergy Corporation by subsidiary.

                                          Restricted Earnings
                                              (in millions)
                                         
                  Entergy Arkansas                $291.3
                  Entergy Gulf States                  -
                  Entergy Louisiana                    -
                  Entergy Mississippi              135.7
                  Entergy New Orleans                4.0
                  System Energy                      6.7

      During  1996, cash dividends paid to Entergy Corporation  by  its
subsidiaries  totaled  $554.2  million.   In  February  1997,   Entergy
Corporation   received  common  stock  dividend   payments   from   its
subsidiaries totaling $66.9 million.


NOTE 9.   COMMITMENTS AND CONTINGENCIES

Cajun - River Bend  (Entergy Corporation and Entergy Gulf States)

      Entergy  Gulf  States and Cajun, respectively, own  70%  and  30%
undivided  interests in River Bend (operated by Entergy  Gulf  States),
and 42% and 58% undivided interests in Big Cajun 2, Unit 3 (operated by
Cajun).   These  relationships have spawned a number  of  long-standing
disputes  and  claims between the parties.  An agreement setting  forth
terms  for  the  resolution of all such disputes has  been  reached  by
Entergy  Gulf  States, the Cajun bankruptcy trustee, and the  RUS,  and
approved by the United States District Court for the Middle District of
Louisiana  (District Court) on August 26, 1996 (Cajun Settlement).   On
September  6, 1996, the Committee of Unsecured Creditors in  the  Cajun
bankruptcy  proceeding filed a Notice of Appeal to  the  United  States
Court of Appeals for the Fifth Circuit (Fifth Circuit), objecting  that
the order approving the Cajun Settlement was separate from the approval
of  a  plan  of  reorganization and, therefore,  improper.   The  Cajun
Settlement  is subject to this appeal and approvals by the  appropriate
regulatory  agencies. Entergy Gulf States expects to make filings  with
FERC  and  the  SEC seeking approval for the transfer of certain  Cajun
transmission  assets to Entergy Gulf States.  Management believes  that
it  is  probable that the Cajun Settlement will ultimately be  approved
and consummated.

     The Cajun Settlement resolves Cajun's civil action against Entergy
Gulf  States, in which Cajun sought to rescind or terminate  the  Joint
Ownership  Participation and Operating Agreement (Operating  Agreement)
entered into on August 28, 1979, relating to River Bend.  In that suit,
Cajun also sought to recover its alleged $1.6 billion investment in the
unit plus attorneys' fees, interest, and costs.  A trial on the portion
of  the  suit by Cajun to rescind the Operating Agreement was completed
in  March  1995.   On  October 24, 1995, the District  Court  issued  a
memorandum   opinion  rejecting  Cajun's  fraud  claims   and   denying
rescission.   An  appeal to the Fifth Circuit by the  Cajun  bankruptcy
trustee  was stayed pending the Court's trial of the breach of contract
phase  of  the case.  The Cajun Settlement resolves both the issues  on
appeal and the breach of contract claims, which have not been tried.

      In  1992,  two member cooperatives of Cajun brought an additional
independent  action to declare the Operating Agreement null  and  void,
based  upon  Entergy  Gulf States' failure to get prior  LPSC  approval
which   was   alleged  to  be  necessary.   Prior  to  its   bankruptcy
proceedings,  Cajun intervened as a plaintiff in this action.   Entergy
Gulf  States believes the suits are without merit and believes  Cajun's
claim is mooted by the Cajun Settlement.

     The Cajun Settlement, agreed to in principle on April 26, 1996, by
Entergy Gulf States, the Cajun bankruptcy trustee, and the RUS, Cajun's
largest  creditor,  was approved by the District Court  on  August  26,
1996.   The  terms include, but are not limited to, the following:  (i)
Cajun's  interest in River Bend will be turned over to the  RUS,  which
will  have the option to retain the interest, sell it to a third party,
or  transfer it to Entergy Gulf States at no cost; (ii) Cajun will  set
aside  a  total  of  $125 million for its share of the  decommissioning
costs  of  River  Bend; (iii) Cajun will transfer certain  transmission
assets  to  Entergy  Gulf States; (iv) Cajun will  settle  transmission
disputes  and  be  released from claims for payment under  transmission
arrangements  with  Entergy Gulf States as  discussed  under  "Cajun  -
Transmission Service" below; (v) all funds paid by Entergy Gulf  States
into  the  registry of the District Court will be returned  to  Entergy
Gulf States; (vi) Cajun will be released from its unpaid past, present,
and  future liability for River Bend costs and expenses; and (vii)  all
litigation  between  Cajun and Entergy Gulf States will  be  dismissed.
Based  on  the  District Court's approval of the Cajun Settlement,  the
litigation  accrual established in 1994 for possible losses  associated
with the Cajun-River Bend litigation was reversed in September 1996.

      Cajun has not paid its full share of capital costs, operating and
maintenance  expenses, and other costs for repairs and improvements  to
River Bend since 1992.  In view of Cajun's failure to fund its share of
River  Bend-related operating, maintenance, and capital costs,  Entergy
Gulf States has (i) credited Entergy Gulf States' share of expenses for
Big  Cajun  2,  Unit 3 against amounts due from Cajun to  Entergy  Gulf
States,  and (ii) sought to market Cajun's share of  power  from  River
Bend  and apply proceeds to the amounts due from Cajun to Entergy  Gulf
States.  As a result, on November 2, 1994, Cajun discontinued supplying
Entergy  Gulf States with its share of power from Big Cajun 2, Unit  3.
Entergy  Gulf  States  requested  an  order  from  the  District  Court
requiring  Cajun  to supply Entergy Gulf States with  this  energy  and
allowing  Entergy Gulf States to credit amounts due to  Cajun  for  Big
Cajun  2,  Unit  3  energy against amounts Cajun owed to  Entergy  Gulf
States  for  River Bend.  In December 1994, by means of  a  preliminary
injunction,  the  District Court ordered Cajun to supply  Entergy  Gulf
States  with  its share of energy from Big Cajun 2, Unit 3 and  ordered
Entergy Gulf States to make payments for its share of Big Cajun 2, Unit
3 expenses to the registry of the District Court.  In October 1995, the
Fifth Circuit affirmed the District Court's preliminary injunction.  As
of  December  31,  1996, $70.4 million had been paid  by  Entergy  Gulf
States into the registry of the District Court.  Cajun's unpaid portion
of  River  Bend  operating and maintenance expenses (including  nuclear
fuel)  and  capital costs for 1996 was approximately $55 million.   The
cumulative  cost to Entergy Gulf States resulting from Cajun's  failure
to  pay  its  full share of River Bend-related costs,  reduced  by  the
proceeds from the sale by Entergy Gulf States of Cajun's share of River
Bend  power  and payments into the registry of the District  Court  for
Entergy Gulf States' portion of expenses for Big Cajun 2, Unit  3,  was
$4.9  million as of December 31, 1996.  Cajun's unpaid portion  of  the
River Bend-related costs is reflected in long-term receivables with  an
offsetting reserve in other deferred credits.  As discussed above,  the
Cajun  Settlement will conclude all disputes regarding the  non-payment
by Cajun of operating and maintenance expenses.  Cajun continues to pay
its share of decommissioning costs for River Bend.

      On December 21, 1994, Cajun filed a petition in the United States
Bankruptcy  Court for the Middle District of Louisiana  seeking  relief
under   Chapter   11  of  the  Bankruptcy  Code.   In  its   bankruptcy
proceedings,  Cajun filed a motion on January 10, 1995, to  reject  the
Operating  Agreement as a burdensome executory contract.  Entergy  Gulf
States  responded  on  January 10, 1995,  with  a  memorandum  opposing
Cajun's  motion.  As discussed above, this matter will be  ended  as  a
result  of  the  Cajun Settlement. Proponents of all of  the  plans  of
reorganization submitted to the Bankruptcy Court have incorporated  the
Cajun Settlement as an integral condition to the effectiveness of their
plan.  The timing and completion of the reorganization plan depends  on
Bankruptcy  Court approval and any required regulatory  approvals.  The
Bankruptcy  Court  has approved proposals by three  groups  seeking  to
acquire  the non-nuclear assets of Cajun and has signed an  order  that
establishes  rules  for how Cajun's creditors will vote  on  the  three
plans.   On  December 16, 1996, the Bankruptcy Court began hearings  on
the balloting and the plan that will be adopted.

Cajun  -  Transmission Service  (Entergy Corporation and  Entergy  Gulf
States)

      Entergy  Gulf  States and Cajun are parties to  FERC  proceedings
relating to transmission service charge disputes.  In April 1992,  FERC
issued  a  final  order in these disputes.  In May 1992,  Entergy  Gulf
States  and  Cajun filed motions for rehearings on certain portions  of
the order, which are still pending at FERC.  In June 1992, Entergy Gulf
States  filed  a  petition for review in the  United  States  Court  of
Appeals for the District of Columbia Circuit regarding certain  of  the
other  issues  decided by FERC.  In August 1993, the Court  of  Appeals
rendered  an  opinion reversing FERC's order regarding the  portion  of
such  disputes  relating  to the calculations of  certain  credits  and
equalization charges under Entergy Gulf States' service schedules  with
Cajun.  The opinion remanded the issues to FERC for further proceedings
consistent  with  its opinion.  In February 1995,  FERC  eliminated  an
issue  from the remand that Entergy Gulf States believes the  Court  of
Appeals  directed FERC to reconsider.  In orders issued  on  August  3,
1995, and October 2, 1995, FERC affirmed an April 1995 ruling by an ALJ
in  the  remanded  portion of Entergy Gulf States' and Cajun's  ongoing
transmission  service charge disputes before FERC.  Both  Entergy  Gulf
States and Cajun have petitioned for appeal.  The Court of Appeals  has
stayed  the  appellate proceeding pending implementation of  the  Cajun
Settlement  (see Cajun - River Bend above, for a further discussion  of
the Cajun Settlement).

     Under Entergy Gulf States' interpretation of a 1992 FERC order, as
modified  by  FERC's orders issued on August 3, 1995,  and  October  2,
1995,  and  as agreed to by the Cajun bankruptcy trustee,  Cajun  would
owe Entergy Gulf States approximately $70.2 million as of  December 31,
1996.  Entergy Gulf States further estimates that if it were to prevail
in  its  May  1992  motion for rehearing and on  certain  other  issues
decided  adversely to Entergy Gulf States in the February 1995,  August
1995,  and  October  1995 FERC orders, which Entergy  Gulf  States  has
appealed,  Cajun  would  owe Entergy Gulf States  approximately  $157.3
million  as of December 31, 1996.  If Cajun were to prevail in its  May
1992 motion for rehearing to FERC, and if Entergy Gulf States were  not
to  prevail in its May 1992 motion for rehearing to FERC, and if  Cajun
were  to  prevail in appealing FERC's August and October  1995  orders,
Entergy  Gulf States estimates it would owe Cajun approximately  $110.9
million as of December 31, 1996.  The above amounts are exclusive of  a
$7.3  million payment by Cajun on December 31, 1990, which the  parties
agreed  to apply to the disputed transmission service charges.  Pending
FERC's  ruling  on  the  May 1992 motions for rehearing,  Entergy  Gulf
States  has  continued to bill Cajun utilizing the  historical  billing
methodology and has recorded underpaid transmission charges,  including
interest, in the amount of $144 million as of December 31, 1996.   This
amount is reflected in long-term receivables with an offsetting reserve
in  other deferred credits.  FERC has determined that the collection of
the  pre-petition  debt of Cajun is an issue properly  decided  in  the
bankruptcy  proceeding.   Refer to "Cajun - River  Bend"  above  for  a
discussion of the Cajun Settlement.

Capital   Requirements  and  Financing  (Entergy  Corporation,  Entergy
Arkansas,  Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
Entergy New Orleans, and System Energy)

       Construction  expenditures  (excluding  nuclear  fuel)  for  the
domestic utility companies and System Entergy for the years 1997, 1998,
and  1999 are estimated to total, $510 million, $547 million, and  $565
million,  respectively.  Entergy will also require $986 million  during
the  period  1997-1999  to  meet long-term  debt  and  preferred  stock
maturities and cash sinking fund requirements.  Entergy plans  to  meet
the  above  requirements primarily with internally generated funds  and
cash  on  hand,  supplemented  by the issuance  of  debt  and  company-
obligated  mandatorily redeemable preferred securities and the  use  of
outstanding credit facilities.  Certain domestic utility companies  and
System Energy may also continue with the acquisition or refinancing  of
all  or a portion of certain outstanding series of preferred stock  and
long-term debt.  See Notes 5, 6, and 7 for further information.

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 under any circumstances.  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 various 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%  ownership
and  leasehold  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% owned and  leased
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  approved  by  FERC,  most  likely  upon  Grand  Gulf  1's
retirement  from  service. Monthly obligations for payments,  including
the  rate  increase  which  was placed into effect  in  December  1995,
subject  to refund, under the agreement are approximately $21  million,
$8  million, $19 million, and $10 million for Entergy Arkansas, Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans, respectively.

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  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 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  as 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  entirely
separate,  but identical, arrangements for the sales and leasebacks  of
an  approximate aggregate 11.5% ownership interest in Grand Gulf 1 (see
Note  10).   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 January 15, 2000.

      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, 1996,  System  Energy's  equity
approximated  34.79%  of  its adjusted capitalization,  and  its  fixed
charge coverage ratio was 2.25.

Fuel Purchase Agreements

(Entergy Arkansas and Entergy Mississippi)

      Entergy Arkansas has long-term contracts with mines in the  State
of  Wyoming for the supply of low-sulfur coal for the White Bluff Steam
Electric  Generating Station and Independence (which is  25%  owned  by
Entergy Mississippi).  These contracts, which expire in 2002 and  2011,
provide for approximately 85% of Entergy Arkansas' expected annual coal
requirements.   Additional requirements are satisfied  by  annual  spot
market purchases.

(Entergy Gulf States)

      Entergy  Gulf  States has a contract for a supply  of  low-sulfur
Wyoming  coal for Nelson Unit 6, which should be sufficient to  satisfy
the fuel requirements at Nelson Unit 6 through 2010.  Cajun has advised
Entergy  Gulf  States that Cajun has contracts that should  provide  an
adequate  supply of coal until 1999 for the operation of Big  Cajun  2,
Unit 3.

      Entergy  Gulf  States  has long-term gas  contracts,  which  will
satisfy  approximately 50% of its annual requirements.  Such  contracts
generally require Entergy Gulf States to purchase in the range  of  20%
of expected total gas needs.  Additional gas requirements are satisfied
under  less expensive short-term contracts.  Entergy Gulf States has  a
transportation  service  agreement with a gas  supplier  that  provides
flexible  natural gas service to the Sabine and Lewis Creek  generating
stations.  This service is provided by the supplier's pipeline and salt
dome gas storage facility, which has a present capacity of 12.7 billion
cubic feet of natural gas.

(Entergy Louisiana)

      In  June 1992, Entergy Louisiana agreed to a renegotiated 20-year
natural  gas  supply  contract.  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
$8.6  million through 1997, and a total of $116.6 million for the years
1998  through  2012.   Entergy Louisiana  recovers  the  cost  of  fuel
consumed  during  the  generation  of  electricity  through  its   fuel
adjustment clause.

Sales Agreements/Power Purchases

(Entergy Gulf States)

      In 1988, Entergy Gulf States entered into a joint venture with  a
primary   term   of  20  years  with  Conoco,  Inc.,  Citgo   Petroleum
Corporation,  and  Vista  Chemical  Company  (Industrial  Participants)
whereby  Entergy  Gulf States' Nelson Units 1 and  2  were  sold  to  a
partnership  (NISCO)  consisting  of the  Industrial  Participants  and
Entergy  Gulf States.  The Industrial Participants supply the fuel  for
the  units,  while  Entergy  Gulf States  operates  the  units  at  the
discretion of the Industrial Participants and purchases the electricity
produced  by  the  units.  Entergy Gulf States is  continuing  to  sell
electricity  to  the  Industrial Participants.   For  the  years  ended
December 31, 1996, 1995, and 1994, the purchases by Entergy Gulf States
of  electricity  from  the joint venture totaled $62.0  million,  $58.5
million, and $59.4 million, respectively.

(Entergy Louisiana)

     Entergy Louisiana has an agreement extending through the year 2031
to purchase energy generated by a hydroelectric facility.  During 1996,
1995,  and 1994, Entergy Louisiana made payments under the contract  of
approximately   $56.3  million,  $55.7  million,  and  $56.3   million,
respectively.   If the maximum percentage (94%) of the energy  is  made
available  to  Entergy Louisiana, current production projections  would
require estimated payments of approximately $54 million in 1997, and  a
total  of  $3.5  billion  for  the years 1998  through  2031.   Entergy
Louisiana  recovers  the  costs of purchased energy  through  its  fuel
adjustment clause.

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

      Entergy  Arkansas,  Entergy Louisiana, Entergy  Mississippi,  and
Entergy  New Orleans have interests in System Fuels of 35%,  33%,  19%,
and 13%, respectively.  The parent companies of System Fuels agreed  to
make  loans to System Fuels to finance its fuel procurement,  delivery,
and  storage  activities.  As of December 31, 1996,  Entergy  Arkansas,
Entergy  Louisiana, Entergy Mississippi, and Entergy New  Orleans  had,
respectively,  approximately $11 million, $14.2 million, $5.5  million,
and  $3.3 million in loans outstanding to System Fuels which mature  in
2008.

      In  addition,  System  Fuels  entered  into  a  revolving  credit
agreement  with  a  bank  that provides $45 million  in  borrowings  to
finance System Fuels' nuclear materials and services inventory.  Should
System  Fuels  default on its obligations under its  credit  agreement,
Entergy  Arkansas, Entergy Louisiana, and System Energy have agreed  to
purchase nuclear materials and services financed under the agreement.

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

      The  Price-Anderson  Act limits public  liability  for  a  single
nuclear  incident to approximately $8.92 billion.  Protection for  this
liability  is  provided  through  a combination  of  private  insurance
(currently $200 million each for Entergy Arkansas, Entergy Gulf States,
Entergy  Louisiana,  and  System Energy)  and  an  industry  assessment
program.  Under the assessment program, the maximum payment requirement
for  each nuclear incident would be $79.3 million per reactor,  payable
at  a  rate of $10 million per licensed reactor per incident per  year.
Entergy  has five licensed reactors.  As a co-licensee of Grand Gulf  1
with  System  Energy,  SMEPA would share 10% of this  obligation.  With
respect  to River Bend, any assessments pertaining to this program  are
allocated  in  accordance with the respective  ownership  interests  of
Entergy  Gulf  States and Cajun.  In addition, each  owner/licensee  of
Entergy's  five  nuclear  units participates  in  a  private  insurance
program which provides coverage for worker tort claims filed for bodily
injury  caused  by  radiation exposure.  The  program  provides  for  a
maximum  assessment of approximately $16 million for the  five  nuclear
units in the event losses exceed accumulated reserve funds.

     Entergy  Arkansas,  Entergy Gulf States,  Entergy  Louisiana,  and
System  Energy  are  also  members of certain insurance  programs  that
provide  coverage  for property damage, including  decontamination  and
premature  decommissioning  expense,  to  members'  nuclear  generating
plants.   As  of  December  31, 1996, Entergy  Arkansas,  Entergy  Gulf
States,  Entergy Louisiana, and System Energy each was insured  against
such  losses  up  to  $2.75  billion.  In addition,  Entergy  Arkansas,
Entergy  Gulf  States,  Entergy  Louisiana,  Entergy  Mississippi,  and
Entergy  New  Orleans are members of an 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,
1996,  the  maximum amounts of such possible assessments were:  Entergy
Arkansas - $31.1 million; Entergy Gulf States - $11.5 million;  Entergy
Louisiana - $24.8 million; Entergy Mississippi - $0.7 million;  Entergy
New  Orleans - $0.4 million; and System Energy - $21.3 million.   Under
its  agreement with System Energy, SMEPA would share in System Energy's
obligation.  Cajun has no share of Entergy Gulf States' obligation.

      The  amount  of  property insurance maintained for  each  Entergy
nuclear  unit  exceeds 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 place  and
maintain  the  reactor in a safe and stable condition 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)

      Entergy  Arkansas,  Entergy Gulf States, Entergy  Louisiana,  and
System  Energy  provide for estimated future disposal costs  for  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 onetime fee for
generation  prior  to that date.  Entergy Arkansas,  the  only  Entergy
company  that  generated electricity with nuclear fuel  prior  to  that
date,  elected to pay the onetime fee plus accrued interest, no earlier
than  1998,  and has recorded a liability as of December 31,  1996,  of
approximately $117 million for generation subsequent to 1983.  The fees
payable  to  the  DOE  may be adjusted in the  future  to  assure  full
recovery.   Entergy  considers all costs incurred or  to  be  incurred,
except accrued interest, for the disposal of spent nuclear fuel  to  be
proper  components of nuclear fuel expense, and provisions  to  recover
such  costs  have  been or will be made in applications  to  regulatory
authorities.

      Delays have occurred in the DOE's program for the acceptance  and
disposal  of  spent  nuclear  fuel at a  permanent  repository.   In  a
statement released February 17, 1993, the DOE asserted that it does not
have  a  legal  obligation  to accept spent  nuclear  fuel  without  an
operational  repository  for which it has not  yet  arranged.   Entergy
Operations and System Fuels joined in lawsuits against the DOE, seeking
clarification of the DOE's responsibility to receive spent nuclear fuel
beginning in 1998.  The original suits, filed June 20, 1994, asked  for
a  ruling stating that the Nuclear Waste Policy Act requires the DOE to
begin  taking  title to the spent fuel and to start  removing  it  from
nuclear  power  plants in 1998, a mandate for the DOE's  nuclear  waste
management program to begin accepting fuel in 1998 and court monitoring
of  the  program, and the potential for escrow of payments to a nuclear
waste fund instead of directly to the DOE.  Argument in the case before
a  three-judge panel of the U.S. Court of Appeals was made  on  January
17,   1996.    On  July  23,  1996,  the  court  reversed   the   DOE's
interpretation  of the 1998 obligation and unanimously ruled  that  the
Nuclear  Waste Policy Act creates an unconditional obligation to  begin
acceptance  of  spent fuel by 1998, but did not make a  ruling  on  the
remedies.

      On  December 17, 1996, the DOE notified contract holders that  it
anticipates  it will not be able to begin such acceptance  until  after
that date. Subsequently, on January 31, 1997, Entergy Operations and  a
coalition of 36 electric utilities and 46 state agencies filed lawsuits
to  suspend  payments to the Nuclear Waste Fund. The lawsuits  ask  the
court  to  (i)  find that the December 17, 1996 DOE letter demonstrates
breach  of  contract  on the part of the DOE; (ii) order  utilities  to
place  the  Nuclear Waste Fund payments in an escrow  account  and  not
provide  the  funds to the DOE until it fulfills its obligation,  (iii)
prevent  the  DOE  from  taking adverse action against  utilities  that
withhold payments; and (iv) order the DOE to submit a plan to the court
describing  how  the  agency intends to fulfill its  obligation  on  an
ongoing basis.

      In  the meantime, all Entergy companies are responsible for their
spent  fuel  storage.  Current on-site spent fuel storage  capacity  at
River Bend, Waterford 3, and Grand Gulf 1 is estimated to be sufficient
until  2003,  2000, and 2004, respectively.  Thereafter,  the  affected
companies will provide additional storage.  Current on-site spent  fuel
storage  capacity at ANO is estimated to be sufficient until 2000.   An
ANO  storage  facility using dry casks began operation in  1996.   This
facility  may  be  expanded further as required.  The initial  cost  of
providing the additional on-site spent fuel storage capability required
at  ANO,  River Bend, Waterford 3, and Grand Gulf 1 is expected  to  be
approximately  $5 million to $10 million per unit.  In addition,  about
$3  million to $5 million per unit will be required every two to  three
years  subsequent  to  2000  for  ANO and  every  four  to  five  years
subsequent  to  2003, 2000, and 2004 for River Bend, Waterford  3,  and
Grand  Gulf  1,  respectively, until the DOE's  repository  or  storage
facility begins accepting such units' spent fuel.

      Total decommissioning costs at December 31, 1996, for the Entergy
nuclear power plants, excluding co-owner shares, have been estimated as
follows:
<TABLE>
<CAPTION>
                                                                            Total Estimated         
                                                                         Decommissioning Costs
                                                                             (In Millions)          
<S>                                                                        <C>                            
ANO 1 and ANO 2 (based on a 1994 interim update to the 1992 cost study)    $       806.3       
River Bend (based on a 1996 cost study reflecting 1996 dollars)                    293.3       
Waterford 3 (based on a 1994 updated study in 1993 dollars)                        320.1       
Grand Gulf 1 (based on a 1994 cost study using 1993 dollars)                       365.9       
                                                                           -------------
                                                                           $     1,785.6       
                                                                           =============

</TABLE>
      Entergy Arkansas and Entergy Louisiana are authorized to  recover
in  rates  amounts  that,  when added to estimated  investment  income,
should be sufficient to meet the above estimated decommissioning  costs
for   ANO   and  Waterford  3,  respectively.   In  the  Texas   retail
jurisdiction,  Entergy Gulf States is recovering in  rates  River  Bend
decommissioning costs (based on the 1991 cost study that totaled $267.8
million)  that,  with  adjustments,  total  $204.9  million.   In   the
Louisiana   retail  jurisdiction,  Entergy  Gulf  States  is  currently
recovering in rates decommissioning costs (based on a 1985 cost  study)
which total $141 million.  Entergy Gulf States included decommissioning
costs  (based on the 1991 study) in the LPSC rate review filed  in  May
1995.   In  October 1996, the LPSC approved Entergy Gulf  States  rates
that  include  decommissioning costs based  on  the  1991  study.   The
October 1996 LPSC order has been appealed and the decommissioning costs
based  on  the 1991 study have not yet been implemented.  Entergy  Gulf
States included decommissioning costs, based on the 1996 study, in  the
LPSC rate review filed in May 1996 and in the PUCT rate review filed in
November  1996.   Those reviews are still ongoing.  System  Energy  was
previously recovering in rates amounts sufficient to fund $198  million
(in  1989  dollars) of its Grand Gulf 1 decommissioning costs.   System
Energy included decommissioning costs (based on the 1994 study) in  its
rate  increase  filing with FERC.  Rates requested in  this  proceeding
were placed into effect in December 1995, subject to refund.  FERC  has
not  yet  issued  an  order in the System Energy  rate  case.   Entergy
Arkansas,  Entergy  Gulf States, Entergy Louisiana, and  System  Energy
periodically   review  and  update  estimated  decommissioning   costs.
Although Entergy is presently underrecovering for Grand Gulf and  River
Bend  based on the above estimates, applications are periodically  made
to  the  appropriate  regulatory authorities to reflect  in  rates  any
future   change  in  projected  decommissioning  costs.   The   amounts
recovered in rates are deposited in trust funds and reported at  market
value as quoted on nationally traded markets 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 as other deferred credits for System Energy.

      The  cumulative  liabilities and actual decommissioning  expenses
recorded in 1996 by Entergy were as follows:
                  
             Cumulative                               Cumulative
             Liabilities                              Liabilities
                as of       1996         1996           as of
             December 31,   Trust    Decommissioning  December 31,
                  1995    Earnings     Expenses         1996
                               (In Millions)
                                                                   
ANO 1 and ANO 2 $ 169.0      $11.5       $20.1          $200.6     
River Bend         31.7        1.5         6.0            39.2     
Waterford 3        37.4        2.8         8.8            49.0     
Grand Gulf 1       39.4        2.3        19.0            60.7     
                 ------      -----       -----          ------
                 $277.5      $18.1       $53.9          $349.5     
                 ======      =====       =====          ======           

    
     In 1995 and 1994, ANO's decommissioning expense was $17.7 million,
and  $12.2 million, respectively; River Bend's decommissioning  expense
was   $8.1  million  and  $3.0  million,  respectively;  Waterford  3's
decommissioning   expense   was  $7.5   million   and   $4.8   million,
respectively;  and  Grand  Gulf 1's decommissioning  expense  was  $5.4
million  and  $5.2  million, respectively.  The actual  decommissioning
costs  may  vary from the estimates because of regulatory requirements,
changes  in  technology, and increased costs of labor,  materials,  and
equipment.  Management believes that actual decommissioning  costs  are
likely to be higher than the estimated amounts presented above.

      The  SEC  has  questioned  certain of  the  financial  accounting
practices  of  the electric utility industry regarding the recognition,
measurement,  and classification of decommissioning costs  for  nuclear
plants  in the financial statements of electric utilities.  In response
to  these  questions, the FASB has been reviewing  the  accounting  for
decommissioning  and has expanded the scope of its  review  to  include
liabilities  related  to  the closure and  removal  of  all  long-lived
assets.  An exposure draft of the proposed SFAS (which proposed a  1997
effective  date) was issued in February 1996.  The proposed SFAS  would
require  measurement and recognition of the liability for  closure  and
removal of long-lived assets (including decommissioning) based  on  the
amount  of discounted future cash flows related to closure and  removal
costs  at the time the liability was initially incurred.  Those  future
cash flows should be determined by estimating current costs for closure
and  removal  and  adjusting for inflation, efficiencies  that  may  be
gained  from  experience with similar activities, and consideration  of
reasonable future advances in technology.

      The initial liability would be offset by an asset that should  be
presented  with  other plant costs on the financial statements  because
the  cost  of decommissioning/closing the plant would be recognized  as
part   of  the  total  cost  of  the  plant  asset.   Changes  in   the
decommissioning/closure  cost  liability  resulting  from  changes   in
assumptions would be recognized with a corresponding adjustment to  the
plant   asset,  and  depreciation  revised  prospectively.   Additional
increases to the liability would be recognized to reflect the  increase
in  the discounted cash flows resulting from the passage of time.  Such
increases  would  be offset by a regulatory asset, to the  extent  such
costs are deemed probable of future recovery.

      After  receiving  comments on the exposure draft,  the  FASB  has
decided  that  the effective date for the proposed SFAS will  be  later
than  1997, although a final effective date has not yet been announced.
The  FASB is expected to issue an additional document on this issue  in
the  second  quarter of 1997, although it has not yet been  decided  if
that  document will be in the form of a final accounting standard or  a
revised   exposure   draft.   If  current  electric  utility   industry
accounting practices with respect to nuclear decommissioning and  other
closure  costs  are  changed, annual provisions for  such  costs  could
increase,  the  estimated  cost  for decommissioning/closure  could  be
recorded  as  a liability rather than as accumulated depreciation,  and
trust  fund  income from decommissioning trusts could  be  reported  as
investment  income  rather  than  as  a  reduction  to  decommissioning
expense.

     The EPAct has a provision that assesses domestic nuclear utilities
with fees for the decontamination and decommissioning of the DOE's past
uranium enrichment operations.  The decontamination and decommissioning
assessments  are  being used to set up a fund into which  contributions
from  utilities  and  the federal government will be  placed.   Entergy
Arkansas,  Entergy Gulf States, Entergy Louisiana, and System  Energy's
annual assessments, which will be adjusted annually for inflation,  are
approximately  $3.6  million,  $0.9 million,  $1.4  million,  and  $1.5
million  (in 1996 dollars), respectively, for approximately  15  years.
At  December  31, 1996, Entergy Arkansas, Entergy Gulf States,  Entergy
Louisiana, and System Energy had recorded liabilities of $36.4 million,
$6.3  million,  $13.8  million, and $13.6  million,  respectively,  for
decontamination  and decommissioning fees in other current  liabilities
and other noncurrent liabilities, and these liabilities were offset  in
the  consolidated  financial  statements by  regulatory  assets.   FERC
requires  that utilities treat these assessments as costs  of  fuel  as
they  are amortized and are recovered through rates in the same  manner
as other fuel costs.

ANO Matters  (Entergy Corporation and Entergy Arkansas)

      Cracks  in certain steam generator tubes at ANO 2 were discovered
and  repaired during an outage in March 1992.  Further inspections  and
repairs  were conducted at subsequent refueling and mid-cycle  outages,
including  the  most recent forced outage in November  1996.   ANO  2's
output  has  been reduced by 23 MW due to steam generator  fouling  and
tube  plugging.  The unit may be approaching the current limit for  the
number  of steam generator tubes that can be plugged with the  unit  in
operation.  If the established limit is reached during a future outage,
Entergy  Operations  could  be required  to  insert  sleeves  in  steam
generator  tubes  that were previously plugged.  On October  25,  1996,
Entergy  Corporation's Board of Directors authorized Entergy Operations
to  negotiate a contract, with appropriate cancellation provisions, for
the  fabrication  and  replacement of the steam generators  at  ANO  2.
Entergy estimates the cost of fabrication and replacement of the  steam
generators  to be approximately $150 million.  A letter of  intent  for
the fabrication has been signed by Entergy Operations, which includes a
commitment  for not more than $3.2 million, and a contract is  expected
to be entered into in 1997.  If a formal contract to purchase the steam
generators  is  not  canceled, the steam generators will  be  installed
during   a  planned  refueling  outage  in  2000.   Entergy  Operations
periodically  meets with the NRC to discuss the results of  inspections
of  the  steam  generator  tubes, as  well  as  the  timing  of  future
inspections.

Environmental Issues

(Entergy Arkansas)

      In  May 1995, Entergy Arkansas was named as a defendant in a suit
by  Reynolds Metals Company (Reynolds), seeking to recover a  share  of
the  costs  associated with the clean-up of hazardous substances  at  a
site  south  of Arkadelphia, Arkansas.  Reynolds alleges  that  it  has
spent  $11.2  million  to clean-up the site,  and  that  the  site  was
contaminated  in part with PCBs for which Entergy Arkansas  bears  some
responsibility.   Entergy Arkansas, voluntarily, at  its  expense,  has
already  completed remediation at a nearby substation site and believes
that  it has no liability for contamination at the site that is subject
to  the  Reynolds suit and is contesting the lawsuit.  An  August  1997
trial  date has been tentatively scheduled.  Regardless of the outcome,
Entergy  Arkansas does not believe this matter would have a  materially
adverse effect on its financial condition or results of operations.

(Entergy Gulf States)

      Entergy Gulf States has been designated as a PRP for the clean-up
of  certain  hazardous waste disposal sites.  Entergy  Gulf  States  is
currently negotiating with the EPA and state authorities regarding  the
clean-up  of  these sites.  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.  While the amounts at issue in the clean-
up  efforts and suits may be substantial, Entergy Gulf States  believes
that  its  results of operations and financial condition  will  not  be
materially  adversely affected by the outcome  of  the  suits.   As  of
December  31,  1996, a remaining recorded liability  of  $21.4  million
existed  relating to the clean-up of seven sites at which Entergy  Gulf
States has been designated a PRP.

(Entergy Louisiana)

     During 1993, the LDEQ issued new rules for solid waste regulation,
including regulation of wastewater impoundments.  Entergy Louisiana has
determined that certain of its power plant wastewater impoundments were
affected by these regulations and has chosen to upgrade or close  them.
As  a  result,  a  remaining recorded liability in the amount  of  $6.7
million  existed  at  December 31, 1996, for  wastewater  upgrades  and
closures to be completed in 1997.  Cumulative expenditures relating  to
the  upgrades and closures of wastewater impoundments were $7.1 million
as of December 31, 1996.

City Franchise Ordinances (Entergy New Orleans)

      Entergy New Orleans provides electric and gas service in the City
of  New Orleans pursuant to City franchise ordinances that state, among
other things, the City has a continuing option to purchase Entergy  New
Orleans' electric and gas utility properties.

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  described  below  that have been filed  by  former  employees
asserting  that  they  were wrongfully terminated and/or  discriminated
against  due  to  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.  However, no assurance can be given as to the  outcome
of these cases.

(Entergy Corporation and Entergy Arkansas)

      Entergy Corporation and Entergy Arkansas are defendants  in  five
suits  filed in federal court on behalf of approximately 62  plaintiffs
who  claim  they  were  illegally terminated from  their  jobs  due  to
discrimination on the basis of age or race.  One of these  suits  seeks
class  certification.  A trial date is scheduled in March 1997 for  one
suit  comprised  of approximately 29 plaintiffs, and a  trial  date  is
scheduled  in  May 1997 for another suit comprised of approximately  18
plaintiffs.  Trial dates have not been set in the other suits.

(Entergy Corporation and Entergy Gulf States)

      Entergy Corporation and Entergy Gulf States are defendants  in  a
lawsuit involving approximately 176 plaintiffs filed in state court  in
Texas  by  former employees who claim that they lost their  jobs  as  a
result  of  the  Merger.  The plaintiffs in these cases  have  asserted
various  claims, including discrimination on the basis  of  age,  race,
and/or  sex.   The court has preliminarily ruled that each  plaintiff's
claim  should  be  tried separately.  The first case is  scheduled  for
trial in June 1997.

(Entergy Corporation, Entergy Gulf States, and Entergy Louisiana)

     Entergy Corporation, Entergy Gulf States and Entergy Louisiana are
defendants   in  a  suit  filed  in  federal  court  in  Louisiana   by
approximately  39 plaintiffs who claim, among other things,  they  were
wrongfully discharged from their employment on the basis of their  age.
No trial date has been set for this case.

(Entergy Louisiana and Entergy New Orleans)

     Entergy Louisiana and Entergy New Orleans are defendants in a suit
filed in state court in Louisiana by 110 plaintiffs who seek to certify
a  class  on  behalf of all employees who allegedly were terminated  or
required  to resign on the basis of age.  The court has set  a  hearing
for  certification of the class for March 13, 1997; no trial  date  has
been  set.   Entergy  Louisiana and/or Entergy  New  Orleans  also  are
defendants  in approximately 27 other suits filed in federal  or  state
court  by plaintiffs who claim they were wrongfully discharged  on  the
basis of age, race, or sex.

Financial Instruments

      In  accordance with the debt covenants included in the  financing
provisions of the CitiPower acquisition, CitiPower must hedge at  least
80%  of its energy purchases.  CitiPower's current strategy is to hedge
approximately 100% of its forecasted energy purchases through contracts
entered  into with certain generators.  These contracts mature  through
the year 2000.


NOTE 10.  LEASES

General

       As  of  December  31,  1996,  Entergy  had  capital  leases  and
noncancelable 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)
                                                                
1997                           $  27,312     $  10,953       $  12,475
1998                              27,294        10,953          12,475
1999                              27,268        10,953          12,475
2000                              25,530         9,646          12,049
2001                              23,400         9,646          11,623
Years thereafter                  99,877        52,209          47,418
                                --------------------------------------
Minimum lease payments           230,681       104,360         108,515
Less:  Amount                                                         
  representing interest           83,741        45,151          36,104
                                --------------------------------------
Present value of net                                                  
 minimum lease payments         $146,940     $  59,209       $  72,411
                                ======================================
          
                                             Operating Leases
                                                                        
                                           Entergy       Entergy     Entergy
Year                          Entergy     Arkansas     Gulf States   Louisiana
                                             (In Thousands)
                                                                        
1997                         $   56,232   $   23,248    $   8,040    $   5,383
1998                             55,358       20,999       11,867        4,778
1999                             52,060       19,104       11,865        4,382
2000                             47,125       17,136       11,354        3,925
2001                             43,505       17,219       11,355          504
Years thereafter                211,238       29,495       67,816        2,210
                              ------------------------------------------------
Minimum lease payments        $ 465,518    $ 127,201    $ 122,297   $   21,182
                              ================================================
          

     Rental expense for Entergy's leases (excluding nuclear fuel leases
and  the  sale  and  leaseback transactions) amounted to  approximately
$59.7  million,  $61.1 million, and $64.8 million in  1996,  1995,  and
1994,   respectively.   These  amounts  include  $26.0  million,  $26.0
million,  and $26.4 million, respectively, for Entergy Arkansas,  $11.8
million,  $13.0  million, and $15.3 million, respectively  for  Entergy
Gulf  States,  and  $13.7 million, $13.6 million,  and  $12.1  million,
respectively, for Entergy Louisiana.

Nuclear Fuel Leases

      Entergy  Arkansas,  Entergy Gulf States, Entergy  Louisiana,  and
System  Energy  each  has  arrangements to lease  nuclear  fuel  in  an
aggregate  amount  up  to  $385 million as of December  31,  1996.  The
lessors  finance the acquisition and ownership of nuclear fuel  through
credit  agreements  and the issuance of notes.   These  agreements  are
subject to annual renewal with, in Entergy Louisiana's and Entergy Gulf
States'  case,  the consent of the lenders.  The credit agreements  for
Entergy  Arkansas, Entergy Gulf States, Entergy Louisiana,  and  System
Energy  have  been extended and now have termination dates of  December
1999,  December  1999, January 2000, and February  2000,  respectively.
The  debt  securities issued pursuant to these fuel lease  arrangements
have  varying maturities through January 31, 1999.  It is expected that
the credit agreements will be extended or alternative financing will be
secured  by  each lessor upon the maturity of the current arrangements.
If  extensions or alternative financing cannot be arranged, the  lessee
in  each case must purchase sufficient nuclear fuel to allow the lessor
to retire such borrowings.

      Lease payments are based on nuclear fuel use.  Nuclear fuel lease
expense  charged  to  operations by the domestic utility  companies  in
1996,  1995, and 1994 was $158.5 million (including interest  of  $21.7
million),  $153.5  million (including interest of $22.1  million),  and
$163.4  million  (including interest of $27.3  million),  respectively.
Specifically,  in  1996, 1995, and 1994 Entergy Arkansas'  expense  was
$53.9 million, $46.8 million, and $56.2 million (including interest  of
$7.1  million,  $6.7 million, and $7.5 million), respectively;  Entergy
Gulf  States'  expense  was  $27.1 million, $41.4  million,  and  $37.2
million  (including interest of $4.2 million, $6.0  million,  and  $8.7
million), respectively; Entergy Louisiana's expense was $39.8  million,
$30.8  million, and $32.2 million (including interest of $4.9  million,
$3.7  million, and $4.3 million), respectively; System Energy's expense
was $37.7 million, $34.5 million, and $37.8 million (including interest
of $5.5 million, $5.7 million, and $6.8 million), respectively.

Sale and Leaseback Transactions

Waterford 3 Lease Obligations  (Entergy Louisiana)

      On  September  28,  1989, Entergy Louisiana  entered  into  three
transactions  for  the  sale (for an aggregate  cash  consideration  of
$353.6  million) and leaseback of three undivided portions of its  100%
ownership  interest in Waterford 3.  The three undivided  interests  in
Waterford   3  sold  and  leased  back  exclude  certain  transmission,
pollution  control, and other facilities that are part of Waterford  3.
The  interests sold and leased back are equivalent on an aggregate cost
basis  to  approximately  a  9.3% undivided interest  in  Waterford  3.
Entergy  Louisiana is leasing back the interests on a net  lease  basis
over  an  approximate 28-year basic lease term.  Entergy Louisiana  has
options  to  terminate  the lease and to repurchase  the  interests  in
Waterford 3 at certain intervals during the basic lease term.  Further,
at  the end of the basic lease term, Entergy Louisiana has an option to
renew  the  lease or to repurchase the undivided interests in Waterford
3.

     Interests were acquired from Entergy Louisiana with funds obtained
from  the issuance and sale by the purchasers of intermediate-term  and
long-term  secured lease obligation bonds.  The lease  payments  to  be
made by Entergy Louisiana will be sufficient to service such debt.

      Entergy  Louisiana did not exercise its option to repurchase  the
undivided  interests in Waterford 3 in September 1994.   As  a  result,
Entergy  Louisiana was required to provide collateral  for  the  equity
portion  of  certain  amounts payable by Entergy  Louisiana  under  the
leases.   Such  collateral was in the form of  a  new  series  of  non-
interest-bearing first mortgage bonds in the aggregate principal amount
of $208.2 million issued by Entergy Louisiana in September 1994.

      Upon  the  occurrence of certain adverse events (including  lease
events  of  default,  events of loss, deemed  loss  events  or  certain
adverse  "Financial Events" with respect to Entergy Louisiana), 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 indebtedness issued to finance the acquisition of  the
undivided interests in Waterford 3.  "Financial Events" include,  among
other things, failure by Entergy Louisiana, following the expiration of
any applicable grace or cure periods, to maintain (1) as of the end  of
any fiscal quarter, total equity capital (including preferred stock) at
least equal to 30% of adjusted capitalization, or (2) in respect of the
12-month period ending on the last day of any fiscal quarter,  a  fixed
charge  coverage  ratio  of at least 1.50.  As of  December  31,  1996,
Entergy  Louisiana's total equity capital (including  preferred  stock)
was  46.9%  of  adjusted capitalization and its fixed  charge  coverage
ratio was 3.18.

      As  of  December 31, 1996, Entergy Louisiana had  future  minimum
lease  payments  (reflecting  an overall implicit  rate  of  8.76%)  in
connection with the Waterford 3 sale and leaseback transactions,  which
are recorded as long-term debt, as follows (in thousands):

1997                                             $    39,805
1998                                                  41,447
1999                                                  50,530
2000                                                  47,510
2001                                                  46,015
Years thereafter                                     582,689
                                                 -----------
Total                                                807,996
Less: Amount representing interest                   454,396
                                                 -----------
Present value of net minimum lease payments       $  353,600
                                                 ===========           

        
Grand Gulf 1 Lease Obligations (System Energy)

      On December 28, 1988, System Energy entered into two arrangements
for  the  sale and leaseback of an aggregate 11.5% undivided  ownership
interest  in Grand Gulf 1 for an aggregate cash consideration  of  $500
million.  System Energy is leasing back the undivided interest on a net
lease  basis  over a 26 1/2-year basic lease term.  System  Energy  has
options  to  terminate  the  leases and  to  repurchase  the  undivided
interest  in  Grand Gulf 1 at certain intervals during the basic  lease
term.   Further, at the end of the basic lease term, System Energy  has
an  option to renew the leases or to repurchase the undivided  interest
in Grand Gulf 1.  See Note 9 with respect to certain other terms of the
transactions.

      In  accordance  with  SFAS 98, "Accounting for  Leases,"  due  to
"continuing  involvement"  by System Energy,  the  sale  and  leaseback
arrangements  of the undivided portions of Grand Gulf 1,  as  described
above, are required to be reflected for financial reporting purposes as
financing  transactions in System Energy's financial  statements.   The
amounts charged to expense for financial reporting purposes include the
interest  portion  of  the lease obligations and  depreciation  of  the
plant.   However, operating revenues include the recovery of the  lease
payments  because  the  transactions are accounted  for  as  sales  and
leasebacks  for  rate-making  purposes.   The  total  of  interest  and
depreciation expense exceeds the corresponding revenues realized during
the  early  part  of the lease term.  Consistent with a  recommendation
contained in a FERC audit report, System Energy recorded as a  deferred
asset the difference between the recovery of the lease payments and the
amounts  expensed for interest and depreciation and is  recording  such
difference as a deferred asset on an ongoing basis.  The amount of this
deferred  asset was $93.2 million and $85.8 million as of December  31,
1996, and 1995, respectively.

      As  of December 31, 1996, 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):

1997                                             $    42,753
1998                                                  42,753
1999                                                  42,753
2000                                                  42,753
2001                                                  46,803
Years thereafter                                     713,264
                                                  ----------
Total                                                931,079
Less: Amount representing interest                   434,599
                                                  ----------
Present value of net minimum lease payments       $  496,480
                                                  ==========          

        

NOTE   11.   POSTRETIREMENT  BENEFITS  (Entergy  Corporation,   Entergy
Arkansas,  Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
Entergy New Orleans, and System Energy)

Pension Plans

     Entergy has two postretirement benefit plans, "Entergy Corporation
Retirement  Plan for Non-Bargaining Employees" and "Entergy Corporation
Retirement  Plan for Bargaining Employees", covering substantially  all
of  its  employees.  The pension plans are noncontributory and  provide
pension  benefits  that are based on employees'  credited  service  and
compensation  during  the  final  years  before  retirement.    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.  Prior to January 1, 1995, all of Entergy's  non-
bargaining employees were generally included in a plan sponsored by the
Entergy company where they were employed.  However, Entergy New Orleans
was  a participating employer in a plan sponsored by Entergy Louisiana.
Effective January 1, 1995, these employees became participants in a new
plan with provisions substantially identical to their previous plan.

     Total 1996, 1995, and 1994 pension cost of Entergy Corporation and
its subsidiaries, including amounts capitalized, included the following
components (in thousands):
<TABLE>
<CAPTION>
             1996                            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                 $31,584     $7,605      $5,852      $4,684        $2,157       $1,147      $2,658
Interest cost on projected                                                                                           
  benefit obligation                 84,303     24,540      20,952      15,735         9,462        2,973       2,645
Actual return on plan assets       (163,520)   (41,183)    (47,416)    (41,219)      (17,767)      (1,826)     (4,146)
Net amortization and deferral        71,260     14,015      18,732      20,313         6,382           88         526
                                   ----------------------------------------------------------------------------------
Net pension cost (income)           $23,627     $4,977     ($1,880)      ($487)         $234       $2,382      $1,683
                                   ==================================================================================
</TABLE>
<TABLE>
<CAPTION>

             1995                             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      $29,282      $7,786       $6,686     $4,143      $2,152      $1,158      $2,260
  during the period                                                                                                
Interest cost on projected           80,794      24,372       21,098     15,111       9,240       2,680       2,230
  benefit obligation                                                                                               
Actual return on plan assets       (261,864)    (71,807)     (82,624)   (53,348)    (30,443)     (1,614)     (8,827)
Net amortization and deferral       178,345      47,766       53,921     34,902      20,081          64       5,510
                                   --------------------------------------------------------------------------------
Net pension cost (income)           $26,557      $8,117        ($919)      $808      $1,030      $2,288      $1,173
                                   ================================================================================
                                                                                                                   

</TABLE>
<TABLE>
<CAPTION>

             1994                           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     $35,712     $8,854       $9,497     $5,441      $2,484      $1,502     $2,619
  during the period                                                                                             
Interest cost on projected          77,943     22,651       21,335     14,473       8,648       2,740      2,148
  benefit obligation                                                                                            
Actual return on plan assets        10,381        365        6,785      2,024       1,507           -        498
Net amortization and deferral      (96,893)   (24,474)     (39,405)   (19,981)    (11,843)       (970)    (3,535)
Other                               17,963          -       17,963          -           -           -          -
                                   -----------------------------------------------------------------------------
Net pension cost                   $45,106     $7,396      $16,175     $1,957        $796      $3,272     $1,730
                                   =============================================================================
</TABLE>                                                             

      The  funded  status  of Entergy's various  pension  plans  as  of
December 31, 1996, and 1995 was (in thousands):
<TABLE>
<CAPTION>
              1996                             Entergy     Entergy     Entergy     Entergy     Entergy      System
                                   Entergy    Arkansas   Gulf States  Louisiana  Mississippi New Orleans    Energy
<S>                               <C>           <C>         <C>         <C>         <C>           <C>        <C>
Actuarial present value of                                                                                          
  accumulated pension                                                                                               
  plan obligation:                                                                                                  
    Vested                        $1,027,307    $296,181    $287,201    $193,183    $117,142      $34,466    $25,195
    Nonvested                          4,775       1,345         748         697         154           29        655
                                  ----------------------------------------------------------------------------------
Accumulated benefit obligation     1,032,082     297,526     287,949     193,880     117,296       34,495     25,850
                                  ----------------------------------------------------------------------------------
                                                                                                                    
Plan assets at fair value          1,359,614     374,849     397,749     282,470     150,616       22,017     43,943
Projected benefit obligation       1,196,925     338,307     315,781     217,711     129,578       41,511     38,401
                                  ----------------------------------------------------------------------------------
Plan assets in excess of             162,689      36,542      81,968      64,759      21,038      (19,494)     5,542
  (less than) projected benefit                                                                                     
  obligation                                                                                                        
Unrecognized prior service cost       36,131      14,882      11,964       5,911       4,894        1,965      1,100
Unrecognized transition asset        (39,504)    (11,679)     (9,550)    (14,037)     (6,252)        (767)    (5,291)
Unrecognized net loss (gain)        (180,525)    (55,536)   (132,832)    (61,130)    (23,769)       9,897     (4,502)
                                  ----------------------------------------------------------------------------------
Accrued pension liability           ($21,209)   ($15,791)   ($48,450)    ($4,497)    ($4,089)     ($8,399)   ($3,151)
                                  ==================================================================================

</TABLE>
<TABLE>
<CAPTION>

             1995                           Entergy     Entergy     Entergy     Entergy     Entergy      System
                                 Entergy    Arkansas  Gulf States  Louisiana  Mississippi New Orleans    Energy
<S>                               <C>        <C>         <C>         <C>         <C>           <C>        <C>
Actuarial present value of                                                                                       
  accumulated pension                                                                                            
  plan obligation:                                                                                               
    Vested                        $989,509   $298,358     $256,173   $192,697    $116,851      $44,324    $23,692
    Nonvested                        4,555      1,342          792        705         147           29        640
                                  -------------------------------------------------------------------------------
Accumulated benefit obligation     994,064    299,700      256,965    193,402     116,998       44,353     24,332
                                  -------------------------------------------------------------------------------
Plan assets at fair value        1,224,594    337,929      374,010    245,521     140,513       18,658     41,951
Projected benefit obligation     1,156,831    341,946      289,666    218,715     129,180       51,699     36,491
                                  -------------------------------------------------------------------------------
Plan assets in excess of            67,763     (4,017)      84,344     26,806      11,333      (33,041)     5,460
  (less than) projected benefit                                                                                  
  obligation                                                                                                     
Unrecognized prior service cost     35,946     15,042       12,021      6,469       4,883        2,224      1,180
Unrecognized transition asset      (46,856)   (14,015)     (11,937)   (16,845)     (7,502)        (963)    (5,887)
Unrecognized net loss (gain)       (94,618)   (23,545)    (135,303)   (28,060)    (13,832)       22,751    (3,074)
                                  -------------------------------------------------------------------------------
Accrued pension liability         ($37,765)  ($26,535)    ($50,875)  ($11,630)    ($5,118)     ($9,029)   ($2,321)
                                  ===============================================================================
</TABLE>
      The  significant  actuarial assumptions  used  in  computing  the
information above for 1996, 1995, and 1994 were as follows:   weighted-
average  discount  rate, 7.75% for 1996, 7.5% for 1995,  and  8.5%  for
1994,  weighted-average rate of increase in future compensation levels,
4.6%  for 1996 and 1995, and 5.1% for 1994; and expected long-term rate
of  return  on plan assets, 9.0% for 1996, and 8.5% for 1995 and  1994.
Transition  assets of Entergy are being amortized over the  greater  of
the remaining service period of active participants or 15 years.

      In  1994,  Entergy Gulf States recorded an $18.0  million  charge
related to early retirement programs in connection with the Merger,  of
which $15.2 million was expensed.

Other Postretirement Benefits

      Entergy  also  provides certain health care  and  life  insurance
benefits for retired employees.  Substantially all 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.   Entergy  Arkansas  and
Entergy  Louisiana continue to fund these benefits on  a  pay-as-you-go
basis.   Entergy  Gulf  States continues to fund  a  portion  of  these
benefits  regulated  by  the LPSC and FERC on  a  pay-as-you-go  basis.
During 1994, pursuant to regulatory directives, Entergy Mississippi and
Entergy   New  Orleans  began  to  fund  their  postretirement  benefit
obligations.  In 1996, Entergy Gulf States and System Energy  began  to
fund   their  postretirement  benefit  obligations  pursuant  to   1995
regulatory  directives  issued  by the  PUCT  and  FERC,  respectively.
System  Energy  is  funding  on  behalf  of  Entergy  Operations  those
postretirement benefits associated with Grand Gulf 1.   The  assets  of
the  various  postretirement benefit plans other than pensions  include
common  stocks, fixed income securities, and a money market  fund.   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 and  $128  million  for
Entergy  (other than Entergy Gulf States) and for Entergy Gulf  States,
respectively.   Such  obligations are being amortized  over  a  20-year
period beginning in 1993.

      The  domestic  utility companies have sought approval,  in  their
respective  regulatory  jurisdictions,  to  implement  the  appropriate
accounting  requirements related to SFAS 106 for  ratemaking  purposes.
Entergy  Arkansas  has  received an order  permitting  deferral,  as  a
regulatory   asset,  of  the  difference  between   its   annual   cash
expenditures  for postretirement benefits other than pensions  and  the
SFAS  106  accrual, for up to a five-year period commencing January  1,
1993.   Entergy Mississippi is expensing its SFAS 106 costs, which  are
reflected  in  rates pursuant to an order from the MPSC  in  connection
with Entergy Mississippi's formulary incentive rate plan (see Note  2).
The  LPSC ordered Entergy Gulf States and Entergy Louisiana to continue
the  use  of  the  pay-as-you-go method  for  ratemaking  purposes  for
postretirement benefits other than pensions, but the LPSC  retains  the
flexibility   to   examine   individual   companies'   accounting   for
postretirement  benefits  to determine if special  exceptions  to  this
order  are  warranted.  Entergy New Orleans is expensing its  SFAS  106
costs.  Pursuant to resolutions adopted in November 1993 by the Council
related  to the Merger, Entergy New Orleans' SFAS 106 expenses  through
October  31,  1996,  were  allowed  by  the  Council  for  purposes  of
evaluating the appropriateness of Entergy New Orleans' rates.  Pursuant
to  the  PUCT's  May 26, 1995, amended order, Entergy  Gulf  States  is
currently collecting its SFAS 106 costs in rates.

      Total 1996, 1995, and 1994 postretirement benefit cost of Entergy
Corporation  and  its subsidiaries, including amounts  capitalized  and
deferred, included the following components (in thousands):
<TABLE>
<CAPTION>
             1996                           Entergy     Entergy     Entergy     Entergy       Entergy
                                 Entergy    Arkansas  Gulf States  Louisiana  Mississippi   New Orleans
<S>                                <C>        <C>          <C>        <C>           <C>            <C>                 
Service cost - benefits earned                                                                           
  during the period                $14,351     $3,128       $3,476    $2,155        $1,081           $661
Interest cost on APBO               26,133      5,580        8,164     4,283         2,171          3,085
Actual return on plan assets        (1,654)         -         (388)        -          (479)          (681)
Net amortization and deferral       14,214      3,397        5,370     2,694         1,458          1,977
                                   ----------------------------------------------------------------------
Net postretirement benefit cost    $53,044    $12,105      $16,622    $9,132        $4,231         $5,042
                                   ======================================================================
</TABLE>
<TABLE>
<CAPTION>
              1995                          Entergy    Entergy     Entergy     Entergy       Entergy
                                  Entergy  Arkansas  Gulf States  Louisiana  Mississippi   New Orleans
<S>                                <C>        <C>          <C>        <C>           <C>            <C>                 
Service cost - benefits earned     $10,797    $2,777      $1,864      $2,047         $909          $650
  during the period                                                                                    
Interest cost on APBO               25,629     5,398       8,526       4,215        1,969         3,258
Actual return on plan assets          (759)        -           -           -         (245)         (514)
Net amortization and deferral       11,023     2,702       4,477       2,121          988         1,876
                                   --------------------------------------------------------------------
Net postretirement benefit cost    $46,690   $10,877     $14,867      $8,383       $3,621        $5,270
                                   ====================================================================
</TABLE>                                                         
<TABLE>
<CAPTION>
                                   
              1994                          Entergy     Entergy    Entergy     Entergy      Entergy
                                  Entergy   Arkansas  Gulf States Louisiana  Mississippi  New Orleans
<S>                                <C>        <C>          <C>        <C>           <C>            <C>                 
Service cost - benefits earned     $11,863     $3,080      $2,169     $2,433         $876         $813
  during the period                                                                                   
Interest cost on APBO               23,312      5,510       6,449      4,422        1,833        3,502
Net amortization and deferral        9,891      3,833       2,832      3,066        1,122        2,569
                                   --------------------------------------------------------------------
Net postretirement benefit cost    $45,066    $12,423     $11,450     $9,921       $3,831       $6,884
                                   ====================================================================
                                                                                                      
</TABLE>
                                   

     The funded status of Entergy's postretirement plans as of December
31, 1996, and 1995, was (in thousands):

<TABLE>
<CAPTION>
                 1996                               Entergy     Entergy     Entergy     Entergy      Entergy
                                         Entergy    Arkansas  Gulf States  Louisiana  Mississippi  New Orleans
<S>                                      <C>        <C>          <C>        <C>           <C>         <C>         
Actuarial present value of accumulated                                                                        
  postretirement benefit obligation:                                                                          
    Retirees                              $263,504    $56,945      $90,450    $44,083      $21,639     $36,613
    Other fully eligible participants       28,507      5,599        5,728      4,063        2,753       1,694
    Other active participants               73,188     15,505       16,623     11,553        5,837       3,630
                                        ----------------------------------------------------------------------
Accumulated benefit obligation             365,199     78,049      112,801     59,699       30,229      41,937
Plan assets at fair value                   37,970          -       15,528         -         7,517      12,647
                                        ----------------------------------------------------------------------
Plan assets less than APBO                (327,229)   (78,049)     (97,273)   (59,699)     (22,712)    (29,290)
Unrecognized transition obligation         183,557     63,252       92,853     47,546       24,031      42,861
Unrecognized net loss (gain)/other          (5,032)   (13,414)     (13,859)    (7,726)      (3,221)    (11,704)
                                        ----------------------------------------------------------------------
Accrued postretirement benefit asset     ($148,704)  ($28,211)    ($18,279)  ($19,879)     ($1,902)     $1,867
  (liability)                           ======================================================================
                                                                                                              
</TABLE>
<TABLE>
<CAPTION>

                 1995                                 Entergy      Entergy     Entergy      Entergy     Entergy
                                         Entergy      Arkansas   Gulf States  Louisiana   Mississippi New Orleans
<S>                                      <C>        <C>          <C>        <C>           <C>         <C>         
Actuarial present value of accumulated                                                                            
  postretirement benefit obligation:                                                                              
    Retirees                               $244,192      $46,633    $101,698      $36,262     $15,957      $33,652
    Other fully eligible participants        48,393        9,161      17,334        7,614       4,619        3,215
    Other active participants                71,464       16,745      15,980       13,288       5,692        4,306
                                        --------------------------------------------------------------------------
Accumulated benefit obligation              364,049       72,539     135,012       57,164      26,268       41,173
Plan assets at fair value                    15,494      -            -           -             5,151       10,343
                                        --------------------------------------------------------------------------
Plan assets less than APBO                 (348,555)     (72,539)   (135,012)     (57,164)    (21,117)     (30,830)
Unrecognized transition obligation          204,348       67,206     107,975       50,517      25,533       45,539
Unrecognized net loss (gain)/other           (1,639)     (16,757)       (617)      (8,556)     (6,179)     (13,835)
                                        --------------------------------------------------------------------------
Accrued postretirement benefit asset      ($145,846)    ($22,090)   ($27,654)    ($15,203)    ($1,763)        $874
  (liability)                           ==========================================================================
                                                                                                                  


     The assumed health care cost trend rate used in measuring the APBO
of Entergy was 7.6% for 1997, gradually decreasing each successive year
until it reaches 5.0% in 2005.  A one percentage-point increase in  the
assumed  health care cost trend rate for each year would have increased
the  APBO  of  Entergy,  as  of December 31, 1996,  by  11.5%  (Entergy
Arkansas-11.8%,  Entergy  Gulf States-10.4%,  Entergy  Louisiana-11.8%,
Entergy  Mississippi-12.2% and Entergy New Orleans-10.0%), and the  sum
of  the  service cost and interest cost by approximately 14.2% (Entergy
Arkansas-15.0%,  Entergy  Gulf States-12.8%,  Entergy  Louisiana-14.4%,
Entergy  Mississippi-14.4% and Entergy New Orleans-12.8%).  The assumed
discount  rate  and  rate of increase in future  compensation  used  in
determining the APBO were 7.75% for 1996, 7.5% for 1995, and  8.5%  for
1994, and 4.6% for 1996 and 1995, and 5.1% for 1994, respectively.  The
expected long-term rate of return on plan assets was 9.0% for 1996, and
8.5% for 1995 and 1994.


NOTE  12.  RESTRUCTURING COSTS  (Entergy Corporation, Entergy Arkansas,
Entergy  Gulf  States,  Entergy  Louisiana,  Entergy  Mississippi,  and
Entergy New Orleans)

     In 1994, 1995, and 1996, Entergy implemented various restructuring
programs to reduce the number of employees and consolidate offices  and
facilities.   The  programs were designed to reduce costs  and  improve
operating efficiencies in order to enable Entergy to become a  low-cost
producer.   The balances as of December 31, 1994, 1995, and  1996,  for
restructuring  liabilities associated with  these  programs  are  shown
below  by company along with the actual termination benefits paid under
the programs.

</TABLE>
<TABLE>
<CAPTION>
                        
                        
                       Liability  Additional  Payments Liability  Additional Payments  Liability
                         as of       1995     Made in    as of      1996     Made in     as of
Company                12/31/94    Charges      1995    12/31/95   Charges     1996     12/31/96
<S>                        <C>        <C>     <C>         <C>        <C>      <C>          <C>
Entergy Arkansas           $12.2      $16.2   ($20.1)      $8.3       $0.3    ($7.8)       $0.8
Entergy Gulf States          6.5       13.1    (14.2)       5.4        0.8     (5.4)        0.8
Entergy Louisiana            6.8        6.4    (11.0)       2.2        0.4     (2.6)          -
Entergy Mississippi          6.2        2.9     (6.6)       2.5      (1.7)     (0.8)          -
Entergy New Orleans          3.4        0.2     (3.0)       0.6          -     (0.6)          -
Other                          -        9.6     (4.4)       5.2        1.6     (5.2)        1.6
                           -----      -----   ------      -----       ----   ------        ----
Total                      $35.1      $48.4   ($59.3)     $24.2       $1.4   ($22.4)       $3.2
                           =====      =====   ======      =====       ====   ======        ====
</TABLE>

      The restructuring charges shown above primarily included employee
severance  costs  related to the expected termination of  approximately
2,774  employees  in various groups.  As of December  31,  1996,  2,723
employees  had either been terminated or accepted voluntary  separation
packages under the restructuring plan.

      In December 1996, Entergy recorded $21.3 million of restructuring
charges  (of  which  $18  million  was recorded  by  Entergy  Services)
associated with the transition to competition.

      Additionally,  Entergy recorded $24.3 million in 1994  (of  which
$23.8 million was recorded by Entergy Gulf States) and $1.6 million  in
1996  for remaining severance and augmented retirement benefits related
to  the  Merger.   Actual termination benefits paid under  the  program
during  1995  and  1996 amounted to $21.6 million,  and  $3.4  million,
respectively.  At December 31, 1996, the total remaining liability  for
expected future Merger-related outlays was approximately $1 million.


NOTE 13.  ACQUISITIONS (Entergy Corporation)

CitiPower

      On January 5, 1996, Entergy Corporation finalized its acquisition
of  CitiPower,  an  electric  distribution company  serving  Melbourne,
Australia, and surrounding suburbs. The purchase price of CitiPower was
approximately $1.2 billion, of which $294 million represented an equity
investment by Entergy Corporation, and the remainder represented  debt.
Entergy  Corporation funded the majority of the equity portion  of  the
investment  by  drawing  down $230 million of  its  $300  million  bank
revolving credit facility, which was subsequently repaid throughout the
course of the year.

      CitiPower is one of five electric distribution businesses in  the
state  of Victoria.  CitiPower's distribution area covers approximately
10%  of Victoria's population.  During the twelve months ended December
31,   1996,  CitiPower  supplied  approximately  4.2  million  MWh   of
electricity to over 238,000 customer sites.  Approximately  37,000,  or
15%, of these sites were commercial customers.

     The cost of the CitiPower license is being amortized on a straight-
line  basis  over a 40 year period beginning January 5,  1996.   As  of
December  31,  1996, the unamortized balance of the  license  was  $606
million.

      In accordance with the purchase method of accounting, the results
of  operations  for Entergy Corporation reported in its  Statements  of
Consolidated  Income and Cash Flows do not reflect CitiPower's  results
of  operations for any period prior to January 5, 1996.  The pro  forma
combined  revenues, net income, earnings per common  share  before  the
cumulative  effect of accounting change, and earnings per common  share
of  Entergy  Corporation presented below give effect to the acquisition
as  if  it had occurred on January 1, 1995.  This pro forma information
is  not necessarily indicative of the results of operations that  would
have  occurred had the acquisition been consummated for the period  for
which it is being given effect.

                                              Twelve Months Ended
                                               December 31, 1995
                                        (In Thousands of U.S. dollars,
                                               Except Share Data)
                                             
   Operating revenues                           $ 6,690,406
   Net income                                   $   503,880
   Earnings per average common share     
     before cumulative effect of accounting     $      2.06
     change
   Earnings per average common share            $      2.21

      CitiPower's  results of operations for the  twelve  months  ended
December  31,  1996,  (beginning on January 5, 1996,  at  the  date  of
acquisition)   are  included  in  Entergy  Corporation's   Consolidated
Financial Statements and are stated separately below:

                                               Twelve Months Ended
                                                 December 31, 1996
                                           (In Thousands of U.S. dollars)
                                              
          Operating revenues                        $384,803
          Operating expenses                        $308,916
          Interest charges                          $ 77,545
                                                  

Other

      During  1996,  Entergy  acquired several security  companies  and
assets   of   other  security  companies  for  a  purchase   price   of
approximately $83 million.


NOTE 14.  TRANSACTIONS WITH AFFILIATES (Entergy Arkansas, Entergy Gulf
States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans,
and System Energy)

      The  various domestic utility companies purchase electricity from
and/or  sell  electricity to 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 technical,
advisory,  and  administrative  services  from  Entergy  Services,  and
receive management and operating services from Entergy Operations.

      As described in Note 1, 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 Entergy (in millions).
                         
                         Intercompany Revenues
                                   
        Entergy     Entergy     Entergy     Entergy      Entergy    System
       Arkansas   Gulf States  Louisiana  Mississippi  New Orleans  Energy
                                                                          
 1996  $282.7      $21.2        $5.6       $65.9         $2.6       $623.6
 1995  $195.5      $62.7        $1.6       $43.3         $3.2       $605.6
 1994  $232.6      $44.4        $1.0       $45.8         $2.1       $475.0

                    Intercompany Operating Expenses
                                   
        Entergy      Entergy     Entergy     Entergy      Entergy     System
      Arkansas(1)  Gulf States  Louisiana  Mississippi  New Orleans   Energy
                                                                            
1996    $346.7       $395.7      $331.3      $294.6       $185.9       $ 8.6
1995    $316.0       $266.5      $335.5      $262.6       $164.4       $ 6.5
1994    $310.7       $296.9      $365.8      $280.2       $170.1       $10.5

(1)Includes  $38.8  million in 1996, $31.0 million in 1995,  and  $25.7
   million in 1994 for power purchased from Entergy Power.
                                   
      Operating Expenses Paid or Reimbursed to Entergy Operations
                                   
                      Entergy      Entergy     Entergy    System
                     Arkansas    Gulf States  Louisiana   Energy
                                                          
              1996   $163.3        $133.7       $ 97.7     $ 98.1
              1995   $189.8        $129.1       $122.6     $116.9
              1994   $221.2        $210.2       $152.5     $179.6

       In   addition,  certain  materials  and  services  required  for
fabrication  of nuclear fuel are acquired and financed by System  Fuels
and  then sold to System Energy as needed.  Charges for these materials
and  services, which represent additions to nuclear fuel,  amounted  to
approximately $44.7 million in 1996, $51.5 million in 1995,  and  $26.4
million in 1994.


NOTE 15.  BUSINESS SEGMENT INFORMATION  (Entergy New Orleans)

      Entergy New Orleans supplies electric and natural gas services in
the City. Entergy New Orleans' segment information follows:
<TABLE>
<CAPTION>

                                  1996                  1995                    1994
                           Electric    Gas       Electric     Gas         Electric     Gas
                                                  (In Thousands)
<S>                        <C>       <C>         <C>         <C>         <C>         <C>
Operating revenues         $403,254  $101,023    $390,002    $80,276     $360,430    $87,357
Revenue from sales to                                                                
unaffiliated customers (1) $400,605  $101,023    $386,785    $80,276     $358,369    $87,357
Operating income                                                                     
 before income taxes       $ 51,937  $  5,641    $ 61,092    $ 9,638     $ 23,976    $ 9,387
Net utility plant          $214,106  $ 63,865    $204,407    $65,236     $209,901    $67,875
Depreciation expense       $ 16,525  $  3,342    $ 15,858    $ 3,290     $ 15,743    $ 3,310
Construction expenditures  $ 23,411  $  4,545    $ 21,729    $ 6,107     $ 16,997    $ 5,780
</TABLE>

(1)  Entergy New Orleans' intersegment transactions are not material
     (less than 1% of sales to unaffiliated customers).


NOTE 16.  SUBSEQUENT EVENT (UNAUDITED)

Acquisition of London Electricity plc (Entergy Corporation)

      On December 18, 1996, Entergy made a formal cash offer to acquire
London  Electricity for $2.1 billion.  London Electricity is a regional
electric  company  serving approximately two million customers  in  the
metropolitan  area  of  London, England.  The  offer  was  approved  by
authorities in the United Kingdom and as of February 7, 1997, the offer
was  made  unconditional  and Entergy, through an  English  subsidiary,
controlled  over  90%  of  the  common shares  of  London  Electricity.
Through  procedures available under applicable law, Entergy expects  to
gain  control of 100% of the common shares of London Electricity.   The
acquisition was financed with $1.7 billion of debt that is non-recourse
to  Entergy Corporation, and $392 million of equity provided by Entergy
Corporation  from available cash and borrowings under its $300  million
line of credit.



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  period  occurring
during  the third quarter.  Operating results for the four quarters  of
1996 and 1995 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>
1996:                                                                                   
  First Quarter    $1,603,384   $383,081   $ 456,631   $417,767   $203,902   $127,280   $156,424
  Second Quarter    1,852,525    467,990     525,567    457,847    247,479    127,829    160,369
  Third Quarter     2,138,273    529,276     592,130    549,295    297,118    150,937    154,467
  Fourth Quarter    1,569,344    363,086     444,853    403,958    209,931     98,231    152,360
1995:                                                                                   
  First Quarter     1,337,400    339,596     399,346    353,462    180,559    104,494    151,664
  Second Quarter    1,564,917    412,164     479,609    406,575    223,156    112,666    158,632
  Third Quarter     1,955,019    530,448     540,287    529,458    280,339    146,720    144,758
  Fourth Quarter    1,429,870    366,025     442,732    385,380    205,789    106,398    150,585

</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>
1996:                                                                              
  First Quarter     $342,403   $41,955   $ 77,058   $95,166   $30,470   $15,752    $82,938
  Second Quarter     500,017   105,237    118,420   119,736    57,283    19,608     82,894
  Third Quarter      599,704   131,319    152,022   155,755    54,696    28,319     75,270
  Fourth Quarter     236,597    31,639     64,398    65,789    22,147    (6,101)    75,937
1995:                                                                              
  First Quarter      258,441    26,343     47,209    88,013    25,633    14,138     79,377
  Second Quarter     434,623    91,180    111,918   115,637    43,523    17,420     80,704
  Third Quarter      606,104   132,264    154,268   181,171    57,717    31,000     76,719
  Fourth Quarter     218,158    22,080     48,269    63,934    23,515     8,172     76,905
</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>
1996:                                                                                  
  First Quarter       $(87,072)   $19,268   $(152,257)  $40,530   $12,924   $ 8,035    $23,530
  Second Quarter       188,323     55,712      47,140    55,385    29,819    10,360     23,382
  Third Quarter        279,881     70,791      90,965    77,302    28,205    15,221     24,749
  Fourth Quarter        38,895     12,027      10,265    17,545     8,263    (6,840)    27,007
1995:                                                                                  
  First Quarter         90,392     46,129       3,635    36,062     9,774     6,245     22,565
  Second Quarter       162,703     47,844      43,353    53,082    20,578     8,688     23,802
  Third Quarter        263,118     73,963      68,112    92,819    29,228    16,862     23,366
  Fourth Quarter         3,767      4,144       7,819    19,574     9,087     2,591     23,306
</TABLE>
Earnings (Loss) per Average Common Share (Entergy Corporation)

                                   1996        1995
                                           
          First Quarter           $(0.38)      $0.40
          Second  Quarter         $ 0.83       $0.71
          Third Quarter           $ 1.22       $1.16
          Fourth Quarter (b)      $ 0.16       $0.02

(a)See Note 12 for information regarding the recording of certain
   restructuring costs in 1995.
(b)The  fourth  quarter of 1995 reflects an increase in net  income  of
   $35.4  million  (net  of  income taxes  of  $22.9  million)  and  an
   increase in earnings per share of $.15 due to the recording  of  the
   cumulative   effect   of  the  change  in  accounting   method   for
   incremental nuclear refueling outage maintenance costs.  See Note  1
   for a discussion of the change in accounting method.


<PAGE>

Item  9.   Changes In and Disagreements With Accountants On Accounting  and
Financial Disclosure.

     No event that would be described in response to this item has occurred
with  respect  to  Entergy, System Energy, Entergy Arkansas,  Entergy  Gulf
States, Entergy Louisiana, Entergy Mississippi, or Entergy New Orleans.


                                 PART III

Item  10.   Directors  and Executive Officers of the  Registrants  (Entergy
Corporation, Entergy Gulf States, 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.

ENTERGY CORPORATION

Directors

      Information  required by this item concerning  directors  of  Entergy
Corporation  is  set  forth  under  the  heading  "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  9,  1997,  ("Annual  Meeting"),  and   is
incorporated  herein  by  reference.  Information  required  by  this  item
concerning officers and directors of the remaining registrants is  reported
as of December 31, 1996.


         Name            Age         Position                         Period
Officers                                                           
Edwin Lupberger (a)      60  Chairman of the Board, Chief           1985-Present
                              Executive Officer, and Director
                              of  Entergy Corporation
                             Chairman of the Board and Chief        1993-Present
                              Executive Officer of Entergy
                              Arkansas, Entergy Louisiana,
                              Entergy Mississippi, and Entergy
                              New Orleans
                             Chairman of the Board, Chief           1994-Present
                              Executive Officer and Director
                              of Entergy Gulf States
                             Chairman of the Board and              1996-Present
                              Director of Entergy Integrated
                              Solutions
                             Chairman of the Board of System        1986-Present
                              Energy and Entergy Enterprises
                             Chairman of the Board of Entergy       1990-Present
                              Operations
                             Chairman of the Board of Entergy       1985-Present
                              Services
                             Chief Executive Officer of             1991-Present
                              Entergy Services
                             Chief Executive Officer of             1993-Present
                              Entergy Power,  Entergy Power
                              Development Corporation, and
                              Entergy-Richmond Power
                              Corporation
                             Chief Executive Officer of             1994-Present
                              Entergy Pakistan, Ltd. and
                              Entergy Power Asia, Ltd.
                             Chief Executive Officer of EP          1995-Present
                              Edegel, Inc., Entergy Power
                              Development International
                              Corporation, Entergy Power
                              Holding II, Ltd., Entergy Power
                              Marketing Corporation, Entergy
                              Power Operations Corporation,
                              Entergy Power Operations
                              Holdings, Ltd., Entergy Power
                              Operations Pakistan LDC, Entergy
                              Victoria LDC, Entergy Victoria
                              Holdings LDC, EPG Cayman Holding
                              I, EPG Cayman Holding II,
                              Entergy Power CBA Holding, Ltd.,
                              and Entergy Power Edesur
                              Holding, Ltd.
                             Chief Executive Officer of             1996-Present
                              Entergy Power International
                              Holdings Corporation and Entergy
                              Mexico Ltd.
                             President of Entergy Corporation       1995-Present
                             President of Entergy Services and      1994-Present
                              Entergy Enterprises
                             Director of Entergy Arkansas,          1986-Present
                              Entergy Louisiana, Entergy
                              Mississippi, Entergy New
                              Orleans, and System Energy
                             Director of Entergy Operations         1994-Present
                              and Entergy Services
                             Director of Entergy Enterprises        1984-Present
                             Chief Executive Officer of             1995-1996
                              Entergy Edegel I, Inc., Entergy
                              Power Holding I, Ltd., and
                              Entergy Yacyreta I, Inc.
                             Chairman of the Board of Entergy       1990-1993
                              Power
                             Chief Executive Officer of             1991-1994
                              Entergy Enterprises
                             Director of System Fuels               1986-1992
Jerry L. Maulden         60  Vice Chairman of Entergy               1995-Present
                              Corporation
                             Vice Chairman and Chief Operating      1993-Present
                              Officer of Entergy Arkansas,
                              Entergy Gulf States, Entergy
                              Louisiana, Entergy Mississippi,
                              and Entergy  New Orleans
                             Vice Chairman of Entergy Services      1992-Present
                             Director of Entergy Arkansas           1979-Present
                             Director of Entergy Gulf States        1993-Present
                             Director of Entergy Louisiana and      1991-Present
                              Entergy New Orleans
                             Director of Entergy Mississippi        1988-Present
                             Director of Entergy Operations         1990-Present
                             Director of System Energy              1987-Present
                             Director of Entergy Services           1979-Present
                             Chairman of the Board of Entergy       1989-1993
                              Arkansas
                             Chairman of the Board and Chief        1991-1993
                              Executive Officer of Entergy
                              Louisiana and Entergy New
                              Orleans
                             Chairman of the Board and Chief        1989-1993
                              Executive Officer of Entergy
                              Mississippi
                             Chief Executive Officer of             1979-1993
                              Entergy Arkansas
                             President and Chief Operating          1993-1995
                              Officer of Entergy Corporation
                             Group President, System Executive      1991-1993
                              - Transmission, Distribution,
                              and Customer Service of Entergy
                              Corporation
                             Group President, System Executive      1991-1992
                              - Transmission, Distribution,
                              and Customer Service of Entergy
                              Services
                             Director of System Fuels               1979-1992
Jerry D. Jackson         52  Executive Vice President -             1994-Present
                              External Affairs of Entergy
                              Corporation
                             Executive Vice President -             1995-Present
                              External Affairs of Entergy
                              Arkansas, Entergy Gulf States,
                              Entergy Louisiana, Entergy
                              Mississippi, and Entergy New
                              Orleans
                             Executive Vice President -             1994-Present
                              External Affairs of Entergy
                              Services
                             Director of Entergy Arkansas,          1992-Present
                              Entergy Louisiana, Entergy
                              Mississippi, and Entergy New
                              Orleans
                             Director of Entergy Gulf States        1994-Present
                             Director of Entergy Services           1990-Present
                             Director of Entergy Enterprises        1996-Present
                             Executive Vice President of            1994-1995
                              Marketing for Entergy
                              Corporation
                             Executive Vice President -             1995-1995
                              Marketing of Entergy Arkansas,
                              Entergy Gulf States, Entergy
                              Louisiana, Entergy Mississippi,
                              and Entergy New Orleans
                             Executive Vice President -             1994-1995
                              Marketing of Entergy Services
                             President and Chief                    1992-1994
                              Administrative Officer of
                              Entergy Services
                             President of Entergy Enterprises       1991-1992
                             Executive Vice President -             1990-1994
                              Finance and External Affairs of
                              Entergy Corporation
                             Executive Vice President -             1992-1994
                              Finance and External Affairs and
                              Secretary of Entergy Arkansas,
                              Entergy Louisiana, Entergy
                              Mississippi, and Entergy New
                              Orleans
                             Executive Vice President -             1993-1994
                              Finance and External Affairs of
                              Entergy Gulf States
                             Executive Vice President -             1990-1992
                              Finance and External Affairs of
                              Entergy Services
                             Secretary of Entergy Corporation       1991-1994
                             Secretary of Entergy Gulf States       1994-1995
                             Director of System Energy              1993-1995
                             Director of Entergy Power and          1990-1992
                              Entergy Enterprises
Donald  C. Hintz         54  Executive Vice President and           1994-Present
                              Chief Nuclear Officer of Entergy
                              Corporation
                             Executive Vice President -             1994-Present
                              Nuclear of Entergy Arkansas,
                              Entergy Gulf States, and Entergy
                              Louisiana
                             Executive Vice President of            1996-Present
                              Nuclear for Entergy Services
                             Chief Executive Officer and            1992-Present
                              President of System Energy and
                              Entergy Operations
                             Director of Entergy Arkansas,          1992-Present
                              Entergy Louisiana, Entergy
                              Mississippi, System Energy,
                              System Fuels, and Entergy
                              Services
                             Director of Entergy Gulf States        1993-Present
                             Director of Entergy Operations         1990-Present
                             Director of GSG&T, Prudential Oil      1994-Present
                              & Gas, Southern Gulf Railway,
                              and Varibus Corporation
                             Senior Vice President and Chief        1993-1994
                              Nuclear Officer of Entergy
                              Corporation
                             Senior Vice President - Nuclear        1990-1994
                              of Entergy Arkansas
                             Senior Vice President - Nuclear        1993-1994
                              of Entergy Gulf States.
                             Senior Vice President - Nuclear        1992-1994
                              of Entergy Louisiana
                             President of Entergy Operations        1992-1992
                             Director of Entergy New Orleans        1992-1994
                             Chief Operating Officer and            1990-1992
                              Executive Vice President of
                              Entergy Operations
                             Group Vice President - Nuclear of      1990-1992
                              Entergy Louisiana
Gerald D. McInvale       53  Executive Vice President and           1995-Present
                              Chief Financial Officer of
                              Entergy Corporation, Entergy
                              Services, Entergy Arkansas,
                              Entergy Gulf States, Entergy
                              Louisiana, Entergy Mississippi,
                              Entergy New Orleans, System
                              Energy, Entergy Enterprises,
                              Entergy Operations, System Fuels
                              Inc., Entergy Integrated
                              Solutions, GSG&T, Prudential Oil
                              & Gas, Southern Gulf Railway,
                              and Varibus Corporation
                             Executive Vice President, Chief        1996-Present
                              Financial Officer and Director
                              of Entergy Technology Holding
                              Company
                             Executive Vice President and           1996-Present
                              Chief Financial Officer of
                              Entergy Operations Services,
                              Inc.
                             Senior Vice President, Treasurer,      1994-Present
                              and Director of Entergy
                              Pakistan, Ltd. and Entergy Power
                              Asia, Ltd.
                             Senior Vice President, Treasurer,      1993-Present
                              and Director of Entergy Power
                              Development Corporation and
                              Entergy-Richmond Power
                              Corporation
                             Senior Vice President, Treasurer,      1995-Present
                              and Director of EP Edegel, Inc.,
                              Entergy Power Development
                              International Corporation,
                              Entergy Power Holding II, Ltd.,
                              Entergy Power Marketing
                              Corporation, Entergy Power
                              Operations Corporation, Entergy
                              Power Operations Holdings, Ltd.,
                              Entergy Power Operations
                              Pakistan LDC, Entergy Victoria
                              LDC, Entergy Victoria Holdings
                              LDC, EPG Cayman Holding I, EPG
                              Cayman Holding II, Entergy Power
                              CBA Holding, Ltd., and Entergy
                              Power Edesur Holding, Ltd.
                             Senior Vice President, Treasurer,      1996-Present
                              and Director of Entergy Power
                              International Holdings
                              Corporation
                             Senior Vice President, Treasurer,      1993-Present
                              and Director of Entergy Power
                             Senior Vice President and              1996-Present
                              Director or Entergy Mexico, Ltd.
                             Senior Vice President and              1996-Present
                              Treasurer of Entergy Peru S.A.
                             Director of Entergy Arkansas,          1995-Present
                              Entergy Gulf States, Entergy
                              Louisiana, Entergy Mississippi,
                              Entergy New Orleans, Entergy
                              Services, System Energy, Entergy
                              Operations, GSG&T, Prudential
                              Oil & Gas, Southern Gulf
                              Railway, and Varibus Corporation
                             Director of System Fuels               1992-Present
                             Director of Entergy Integrated         1993-Present
                              Solutions
                             Director of Entergy Power              1996-Present
                              International Corporation
                             Senior Vice President, Treasurer,      1995-1996
                              and Director of Entergy Edegel
                              I, Inc.,  Entergy Power Holding
                              I, Ltd., and Entergy Yacyreta I,
                              Inc.
                             Chairman of the Board of Entergy       1994-1995
                              Integrated Solutions
                             Senior Vice President and Chief        1991-1995
                              Financial Officer of Entergy
                              Corporation, Entergy Arkansas,
                              Entergy Louisiana, Entergy
                              Mississippi, Entergy New
                              Orleans, System Energy, Entergy
                              Operations, Entergy Services,
                              and Entergy Enterprises
                             Senior Vice President and Chief        1993-1995
                              Financial Officer of Entergy
                              Gulf States
                             Senior Vice President and Chief        1994-1995
                              Financial Officer of System
                              Fuels
                             Director and Acting Chief              1994-1995
                              Operating Officer of Entergy
                              Enterprises
                             Treasurer of Entergy Enterprises       1992-1996
Michael G. Thompson      56  Senior Vice President and General      1992-Present
                              Counsel of Entergy Corporation
                              and Entergy Services
                             Senior Vice President,  General        1995-Present
                              Counsel and Secretary of Entergy
                              Arkansas, Entergy Gulf States,
                              Entergy Louisiana, Entergy
                              Mississippi, and Entergy New
                              Orleans
                             Senior Vice President-Law and          1992-Present
                              Secretary of Entergy Enterprises
                             Senior Vice President, Secretary,      1994-Present
                              and Director of Entergy
                              Pakistan, Ltd. and Entergy Power
                              Asia, Ltd.
                             Senior Vice President, Secretary,      1994-Present
                              and Director of Entergy Power
                              Marketing Corporation, Entergy
                              Power Operations Holding Ltd.,
                              and EP Edegel, Inc.
                             Senior Vice President, Secretary,      1995-Present
                              and Director of Entergy Power
                              Development International
                              Corporation, Entergy Power
                              Holding II, Ltd., Entergy Power
                              Operations Corporation, Entergy
                              Power Operations Pakistan LDC,
                              Entergy Victoria LDC, Entergy
                              Victoria Holdings LDC, EPG
                              Cayman Holding I, EPG Cayman
                              Holding II, Entergy Power CBA
                              Holding, Ltd., and Entergy Power
                              Edesur Holding, Ltd.
                             Senior Vice President, Secretary       1996-Present
                              and Director of Entergy Power
                              International Holdings
                              Corporation and Entergy Mexico
                              Ltd.
                             Senior Vice President, Secretary,      1992-Present
                              and Director of Entergy Power
                              Development Corporation and
                              Entergy-Richmond Power
                              Corporation
                             Vice President, Secretary, and         1994-Present
                              Director of Entergy Power
                             Vice President and Secretary of        1993-Present
                              Entergy Integrated Solutions.
                             Secretary of Entergy Corporation       1994-Present
                             Director of Entergy Integrated         1992-Present
                              Solutions
                             Director of Entergy Power              1996-Present
                              International Corporation and
                              Entergy Operations Services,
                              Inc.
                             Senior Vice President, Secretary       1994-1996
                              and Director of Entergy Edegel
                              I, Inc., and Entergy Yacyreta I,
                              Inc.
                             Senior Vice President, Secretary,      1995-1996
                              and Director of Entergy Power
                              Holding I, Ltd.
                             Senior Vice President, Chief           1993-1994
                              Legal Officer, Director and
                              Secretary of Entergy Power
                             Assistant Secretary of Entergy         1993-1994
                              Corporation
                             Senior Partner of Friday,              1987-1992
                              Eldredge & Clark (law firm)
S. M. Henry Brown, Jr.   58  Vice President - Federal               1989-Present
                              Governmental Affairs of Entergy
                              Corporation and Entergy Services
William J. Regan, Jr.    50  Vice President and Treasurer of        1995-Present
                              Entergy Corporation, Entergy
                              Arkansas, Entergy Gulf States,
                              Entergy Louisiana, Entergy
                              Mississippi, Entergy New
                              Orleans, System Energy, Entergy
                              Operations, Entergy Services,
                              System Fuels Inc., GSG&T,
                              Prudential Oil & Gas, Southern
                              Gulf Railway, and Varibus
                              Corporation
                             Vice President and Treasurer of        1996-Present
                              Entergy Technology Holding
                              Company and Entergy Operations
                              Services, Inc.
                             Treasurer of Entergy Mexico Ltd.       1996-Present
                             Assistant Secretary of System          1995-Present
                              Fuels Inc., GSG&T, Prudential
                              Oil & Gas, Southern Gulf
                              Railway, and Varibus Corporation
                             Senior Vice President and              1989-1995
                              Corporate Treasurer of United
                              Services Automobile Association
Louis E. Buck, Jr.       48  Vice President and Chief               1995-Present
                              Accounting Officer of Entergy
                              Corporation, Entergy Arkansas,
                              Entergy Gulf States, Entergy
                              Louisiana, Entergy Mississippi,
                              Entergy New Orleans, System
                              Energy, Entergy Operations, and
                              Entergy Services
                             Assistant Secretary of Entergy         1995-Present
                              Arkansas, Entergy Gulf States,
                              Entergy Louisiana, Entergy
                              Mississippi, Entergy New
                              Orleans, Entergy Operations, and
                              Entergy Services
                             Director of Entergy Operations         1996-Present
                              Services
                             Assistant Secretary of Entergy         1996-Present
                              Corporation and System Energy
                              Resources
                             Vice President and Chief               1992-1995
                              Financial Officer of North
                              Carolina Electric Membership
                              Corporation
                             Manager of Finance of Texas            1988-1992
                              Utilities Services
John A. Brayman           50 Executive Vice President and           1995-Present
                              Director of Entergy Enterprises
                              Chairman of the Board, President,     1996-Present
                              Chief Executive Officer and
                              Director of Entergy Technology
                              Holding Company
                              Executive Vice President of           1996-Present
                              Business Development of Entergy
                              Corporation
                              Independent consultant                1994-1995
                              Senior Executive of Ameritech         1990-1994
Terry L. Ogletree         53 Executive Vice President-              1996-Present
                              International of Entergy
                              Corporation
                             Chief Operating Officer,               1993-Present
                              President and Director of
                              Entergy Power        Development
                              Corporation, Entergy Power, and
                              Entergy-Richmond Power
                              Corporation
                             Chief Operating Officer,               1994-Present
                              President and Director of
                              Entergy Pakistan Ltd., and EP
                              Edegel Inc.
                             Chief Operating Officer,               1995-Present
                              President and Director of
                              Entergy Power Development
                              International Corporation, and
                              Entergy Power Marketing
                              Corporation
                             Chief Controlling Officer,             1995-Present
                              President and Director of EPG
                              Cayman Holding I, EPG Cayman
                              Holding II, Entergy Victoria
                              LDC, and Entergy Victoria
                              Holdings LDC
                             Chief Operating Officer,               1996-Present
                             President and Director of
                              Entergy Power International
                              Holdings Corporation
                             President and Director of Entergy      1993-Present
                              S.A. and Entergy Transener S.A.
                             President and Director of Entergy      1995-Present
                              Power Operations Corporation,
                              Entergy Power Holding II, Ltd.,
                              Entergy Power Operation
                              Holdings, Ltd., Entergy Power
                              Operations Pakistan LDC, Entergy
                              Power CBA Holding, Ltd., and
                              Entergy Power Edesur Holding,
                              Ltd.
                             President and Director of Entergy      1994-Present
                              Power Asia
                             President and Director of Entergy      1996-Present
                              Mexico Ltd.
                             Executive Vice President of            1996-Present
                              Entergy Peru S.A.
                             Director of Entergy Power              1996-Present
                              International Corporation and
                             Entergy Operations Services,
                              Inc.
                             President and Director of Entergy      1993-1996
                              Argentina and Entergy Argentina
                              S.A., Ltd.
                             President and Director of Entergy      1995-1996
                              Edegel I, Entergy Power Holding
                              I, Ltd., and Entergy Yacyreta I,
                              Inc.
                             Executive Vice President and           1994-1995
                              Director of Entergy Enterprises
                             President of Constellation Energy      1989-1993
Michael B. Bemis (b)     49  Executive Vice President of            1996-Present
                              Retail Services for Entergy
                              Corporation
                             Executive Vice President - Retail      1992-Present
                              Services and Director of Entergy
                              Arkansas, Entergy Louisiana, and
                              Entergy Mississippi
                             Executive Vice President - Retail      1993-Present
                              Services of Entergy Gulf States
                             Executive Vice President - Retail      1992-Present
                              Services of Entergy New Orleans
                              and Entergy Services
                             Director of Entergy Gulf States        1994-Present
                             Director of System Fuels               1992-Present
                             Director of Varibus Corporation,       1994-Present
                              Prudential Oil & Gas, Inc.,
                              GSG&T,  and Southern Gulf
                              Railway Company
                             Director of Entergy Services,          1996-Present
                              Entergy Enterprises, and Entergy
                              Integrated Solutions
                             President and Chief Operating          1992-1992
                              Officer of Entergy Louisiana and
                              Entergy New Orleans
                             Director of Entergy New Orleans        1992-1994
Frank F. Gallaher        51  Executive Vice President of            1996-Present
                              Operations for Entergy
                              Corporation
                             Chairman of the Board of System        1992-Present
                              Fuels
                             Chairman of the Board and              1993-Present
                              Director of Varibus Corporation,
                              Prudential Oil & Gas, Inc.,
                              GSG&T, and Southern Gulf Railway
                              Company
                             Chairman of the Board and              1996-Present
                              Director of Entergy Operations
                              Services, Inc.
                             Executive Vice President -             1993-Present
                              Operations of Entergy Arkansas,
                              Entergy Louisiana, Entergy
                              Mississippi, Entergy New
                              Orleans, and Entergy Services
                             Director of Entergy Gulf States        1993-Present
                             Director of Entergy Services and       1992-Present
                              System Fuels
                             Senior Vice President - Fossil         1992-1993
                              Operations of Entergy Arkansas,
                              Entergy Louisiana, Entergy
                              Mississippi, Entergy New
                              Orleans, and Entergy Services
                             President of Entergy Gulf States       1994-1996
Richard J. Landy         51  Senior Vice President and Chief        1996-Present
                              Administrative Officer of
                              Entergy Corporation
                             President, Chief Executive             1996-Present
                              Officer and Director of Entergy
                              Integrated Solutions
                             Senior Vice President and Chief        1995-Present
                              Administrative Officer of
                              Entergy Arkansas, Entergy
                              Operations, Entergy Services,
                              Entergy Gulf States, Entergy
                              Louisiana, Entergy Mississippi,
                              and Entergy New Orleans
                             Director of Entergy Enterprises,       1996-Present
                              Entergy Operations, and Entergy
                              Operations Services, Inc.
                             Vice President - Human Resources       1991-1995
                              and Administration of Entergy
                              Arkansas, Entergy Louisiana,
                              Entergy Mississippi, Entergy New
                              Orleans, Entergy Services, and
                              Entergy Operations
                             Vice President - Human Resources       1993-1995
                              and Administration of Entergy
                              Gulf States
                     
ENTERGY ARKANSAS, INC.                                         
                                              
Directors           

R. Drake Keith           61  President and Director of Entergy      1989-Present
                              Arkansas
                             Chief Operating Officer of             1989-1992
                              Entergy Arkansas
                             Secretary of Entergy Arkansas          1991-1992
Michael B. Bemis             See information under the Entergy      
                              Corporation Officers Section
                              above.
Donald C. Hintz              See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry D. Jackson             See information under the Entergy      
                              Corporation Officers Section
                              above.
Edwin Lupberger              See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry L. Maulden             See information under the Entergy      
                              Corporation Officers Section
                              above.
Gerald D. McInvale           See information under the Entergy      
                              Corporation Officers Section
                              above.
                                                                    
Officers                                                           

Michael R. Niggli        47  Senior Vice President - Customer       1996-Present
                              Accounts for Entergy Arkansas,
                              Entergy Gulf States, Entergy
                              Louisiana, Entergy Mississippi,
                              Entergy New Orleans, and Entergy
                              Services
                             Senior Vice President - Marketing      1993-1996
                              of Entergy Arkansas, Entergy
                              Gulf States, Entergy Louisiana,
                              Entergy Mississippi, Entergy New
                              Orleans, and Entergy Services
                             Vice President - Customer              1993-1993
                              Services of Entergy Louisiana,
                              Entergy New Orleans, and Entergy
                              Services
                             Vice President - Strategic             1990-1992
                              Planning of Entergy Services
                             Vice President and Director of         1991-1992
                              Entergy Enterprises
Cecil L. Alexander       61  Vice President - Governmental          1991-Present
                              Affairs of Entergy Arkansas
James S. Pilgrim         61  Vice President - Customer Service      1994-Present
                              of Entergy Arkansas
                             Director, Central Region, TDCS         1993-1994
                              Customer Service
                             Central Division Manager of            1991-1993
                              Mississippi
C. Hiram Walters         60  Vice President - Customer Service      1993-Present
                              of Entergy Arkansas
                             Vice President - Customer Service      1994-Present
                              of Entergy Louisiana
                             Vice President - Customer              1993-Present
                              Service, Central Region of
                              Entergy Services
                             Senior Vice President - Customer       1991-1992
                              Service of Entergy Services
Edwin Lupberger              See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry L. Maulden             See information under the Entergy      
                              Corporation Officers Section
                              above.
R. Drake Keith               See information under the Entergy      
                              Corporation Officers Section
                              above.
Michael B. Bemis             See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry D. Jackson             See information under the Entergy      
                              Corporation Officers Section
                              above.
Frank F. Gallaher            See information under the Entergy      
                              Corporation Officers Section
                              above.
Donald C. Hintz              See information under the Entergy      
                              Corporation Officers Section
                              above.
Gerald D. McInvale           See information under the Entergy      
                              Corporation Officers Section
                              above.
Michael G. Thompson          See information under the Entergy      
                              Corporation Officers Section
                              above.
Richard J. Landy             See information under the Entergy      
                              Corporation Officers Section
                              above.
William J. Regan, Jr.        See information under the Entergy      
                              Corporation Officers Section
                              above.
Louis E. Buck, Jr.           See information under the Entergy      
                              Corporation Officers Section
                              above.
                                                                    
ENTERGY GULF STATES, INC.
                                                                    
Directors                                                           

Karen Johnson            52  State President - Texas and            1996-Present
                              Director of Entergy Gulf States
                             Vice President - Governmental          1994-Present
                              Affairs of Entergy Gulf States -
                              Texas
                             Executive Director of State Bar        1990-1994
                              of Texas (state agency)
John J. Cordaro          63  State President - Louisiana, and       1996-Present
                              Director for Entergy Gulf States
                              and Entergy Louisiana
                             President and Director of Entergy      1992-1996
                              Louisiana and Entergy New
                              Orleans
                             Group Vice President - External        1989-1992
                              Affairs of Entergy Louisiana and
                              Entergy New Orleans
Michael B. Bemis             See information under the Entergy      
                              Corporation Officers Section
                              above.
Frank F. Gallaher            See information under the Entergy      
                              Corporation Officers Section
                              above.
Donald C. Hintz              See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry D. Jackson             See information under the Entergy      
                              Corporation Officers Section
                              above.
Edwin Lupberger              See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry L. Maulden             See information under the Entergy      
                              Corporation Officers Section
                              above.
Gerald D. McInvale           See information under the Entergy      
                              Corporation Officers Section
                              above.
                                                                    
Officers                                                           

William E. Colston       61  Vice President - Customer Service      1994-Present
                              of Entergy Gulf States
                             Vice President - Customer Service      1993-Present
                              of Entergy Louisiana
                             Vice President - Customer Service      1993-Present
                              of Southern Region of Entergy
                              Services
                             Regional Director of Entergy           1992-1993
                              Louisiana
S. G. Cunningham, Jr.    56  Vice President - Regulatory and        1996-Present
                              Governmental Affairs of Entergy
                              Louisiana and Entergy Gulf
                              States
                             Vice President - State Regulatory      1994-1996
                              Affairs of Entergy Services
                             Vice President - Entergy               1993-1994
                              Corporation, Entergy Gulf States
                              Transition Regulatory Affairs of
                              Entergy Services
                             Vice President - Rates and             1991-1994
                              Regulatory Affairs of Entergy
                              Louisiana and Entergy New
                              Orleans
                             Vice President - Regulatory            1992-1993
                              Affairs of Entergy Services
J. Parker McCollough     46  Vice President - State                 1996-Present
                              Governmental Affairs of Entergy
                              Gulf States
                             Vice President - Governmental          1996-1996
                              Affairs, Texas Association of
                              Retailors
                             Member- Texas House of                 1989-1996
                              Representatives
                             Wright & Greenhill, PC (law firm)      1991-1993
Edwin Lupberger              See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry L. Maulden             See information under the Entergy      
                              Corporation Officers Section
                              above.
Frank F. Gallaher            See information under the Entergy      
                              Corporation Officers Section
                              above.
Michael B. Bemis             See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry D. Jackson             See information under the Entergy      
                              Corporation Officers Section
                              above.
Donald C. Hintz              See information under the Entergy      
                              Corporation Officers Section
                              above.
Gerald D. McInvale           See information under the Entergy      
                              Corporation Officers Section
                              above.
Michael G. Thompson          See information under the Entergy      
                              Corporation Officers Section
                              above.
Michael R. Niggli            See information under the Entergy      
                              Arkansas Officers Section above.
Richard J. Landy             See information under the Entergy      
                              Corporation Officers Section
                              above.
Karen Johnson                See information under the Entergy      
                              Gulf Sates Director section
                              above.
John J. Cordaro              See information under the Entergy      
                              Gulf Sates Director section
                              above.
William J. Regan, Jr.        See information under the Entergy      
                              Corporation Officers Section
                              above.
Louis E. Buck, Jr.           See information under the Entergy      
                              Corporation Officers Section
                              above.
                                                                    
ENTERGY LOUISIANA, INC.                                             
                                                                    
Directors                                                           

Michael B. Bemis             See information under the Entergy      
                              Corporation Officers Section
                              above.
John J. Cordaro              See information under the Entergy      
                              Gulf Sates Director section
                              above.
Donald C. Hintz              See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry D. Jackson             See information under the Entergy      
                              Corporation Officers Section
                              above.
Edwin Lupberger              See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry L. Maulden             See information under the Entergy      
                              Corporation Officers Section
                              above.
Gerald D. McInvale           See information under the Entergy      
                              Corporation Officers Section
                              above.
                                                                   
Officers                                                           

James D. Bruno           57  Vice President - Customer Service      1994-Present
                              of Entergy Louisiana and Entergy
                              New Orleans
                             Vice President - Metro Region of       1993-Present
                              Entergy Services
                             Region Director - Metro Region of      1991-1993
                              Entergy Services
Edwin Lupberger              See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry L. Maulden             See information under the Entergy      
                              Corporation Officers Section
                              above.
John J. Cordaro              See information under the Entergy      
                              Gulf Sates Director section
                              above.
Michael B. Bemis             See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry D. Jackson             See information under the Entergy      
                              Corporation Officers Section
                              above.
Frank F. Gallaher            See information under the Entergy      
                              Corporation Officers Section
                              above.
Donald C. Hintz              See information under the Entergy      
                              Corporation Officers Section
                              above.
Gerald D. McInvale           See information under the Entergy      
                              Corporation Officers Section
                              above.
Michael G. Thompson          See information under the Entergy      
                              Corporation Officers Section
                              above.
Michael R. Niggli            See information under the Entergy      
                              Arkansas Officers Section above.
Richard J. Landy             See information under the Entergy      
                              Corporation Officers Section
                              above.
William E. Colston           See information under the Entergy      
                              Gulf Sates Officers section
                              above.
William J. Regan, Jr.        See information under the Entergy      
                              Corporation Officers Section
                              above.
Louis E. Buck, Jr.           See information under the Entergy      
                              Corporation Officers Section
                              above.
C. Hiram Walters             See information under the Entergy      
                              Arkansas Officers Section above.
S. G. Cunningham, Jr.        See information under the Entergy      
                              Gulf Sates Officers section
                              above.
                                                                    
ENTERGY MISSISSIPPI, INC.
                                                                    
Directors                                                           

Donald E. Meiners (c)    61  President and Director of Entergy      1992-Present
                              Mississippi
                             Chief Operating Officer and            1992-1992
                              Secretary of Entergy Mississippi
Michael B. Bemis             See information under the Entergy      
                              Corporation Officers Section
                              above.
Donald C. Hintz              See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry D. Jackson             See information under the Entergy      
                              Corporation Officers Section
                              above.
Edwin Lupberger              See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry L. Maulden             See information under the Entergy      
                              Corporation Officers Section
                              above.
Gerald D. McInvale           See information under the Entergy      
                              Corporation Officers Section
                              above.
                                                                    
Officers                                                            

Bill F. Cossar           58  Vice President - Governmental          1987-Present
                              Affairs of Entergy Mississippi
Edwin Lupberger              See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry L. Maulden             See information under the Entergy      
                              Corporation Officers Section
                              above.
Donald E. Meiners            See information under the Entergy      
                              Mississippi Directors Section
                              above.
Michael B. Bemis             See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry D. Jackson             See information under the Entergy      
                              Corporation Officers Section
                              above.
Frank F. Gallaher            See information under the Entergy      
                              Corporation Officers Section
                              above.
Gerald D. McInvale           See information under the Entergy      
                              Corporation Officers Section
                              above.
Michael G. Thompson          See information under the Entergy      
                              Corporation Officers Section
                              above.
Michael R. Niggli            See information under the Entergy      
                              Arkansas Officers Section above.
Richard J. Landy             See information under the Entergy      
                              Corporation Officers Section
                              above.
William J. Regan, Jr.        See information under the Entergy      
                              Corporation Officers Section
                              above.
Louis E. Buck, Jr.           See information under the Entergy      
                              Corporation Officers Section
                              above.
                                                                    
ENTERGY NEW ORLEANS, INC.
                                                                    
Directors                                                           

Daniel F. Packer         49  State President - City of New          1996-Present
                              Orleans
                             Vice President - Regulatory and        1994-1996
                              Governmental Affairs of Entergy
                              New Orleans
                             General Manager - Plant                1991-1994
                              Operations at Waterford 3
Jerry D. Jackson             See information under the Entergy      
                              Corporation Officers Section
                              above.
Edwin Lupberger              See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry L. Maulden             See information under the Entergy      
                              Corporation Officers Section
                              above.
Gerald D. McInvale           See information under the Entergy      
                              Corporation Officers Section
                              above.
                                                                    
Officers                                                            

Edwin Lupberger              See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry L. Maulden             See information under the Entergy      
                              Corporation Officers Section
                              above.
Michael B. Bemis             See information under the Entergy      
                              Corporation Officers Section
                              above.
Jerry D. Jackson             See information under the Entergy      
                              Corporation Officers Section
                              above.
Frank F. Gallaher            See information under the Entergy      
                              Corporation Officers Section
                              above.
Gerald D. McInvale           See information under the Entergy      
                              Corporation Officers Section
                              above.
Michael G. Thompson          See information under the Entergy      
                              Corporation Officers Section
                              above.
Michael R. Niggli            See information under the Entergy      
                              Arkansas Officers Section above.
Daniel F. Packer             See information under the Entergy          
                              New Orleans Directors Section
                              above.
Richard J. Landy             See information under the Entergy         
                              Corporation Officers Section
                              above.
James D. Bruno               See information under the Entergy        
                              Louisiana Officers Section above.
William J. Regan, Jr.        See information under the Entergy        
                              Corporation Officers Section
                              above.
Louis E. Buck, Jr.           See information under the Entergy         
                              Corporation Officers Section
                              above.
                                                                      
SYSTEM ENERGY RESOURCES, INC.
                                                                      
Directors                                                             

Donald C. Hintz              See information under the Entergy        
                              Corporation Officers Section
                              above.
Edwin Lupberger              See information under the Entergy        
                              Corporation Officers Section
                              above.
Jerry L. Maulden             See information under the Entergy        
                              Corporation Officers Section
                              above.
Gerald D. McInvale           See information under the Entergy        
                              Corporation Officers Section
                              above.
                                                                     
Officers                                                             

Joseph  L. Blount        50  Secretary of System Energy and         1991-Present
                              Entergy Operations
                             Vice President Legal and External      1990-1993
                              Affairs of Entergy Operations
Edwin Lupberger              See information under the Entergy        
                              Corporation Officers Section
                              above.
Donald C. Hintz              See information under the Entergy        
                              Corporation Officers Section
                              above.
Gerald D. McInvale           See information under the Entergy        
                              Corporation Officers Section
                              above.
William J. Regan, Jr.        See information under the Entergy        
                              Corporation Officers Section
                              above.
Louis E. Buck, Jr.           See information under the Entergy        
                              Corporation Officers Section
                              above.

(a) Mr.  Lupberger  is a director of First Commerce Corporation,  New
    Orleans,  LA, International Shipholding Corporation, New Orleans,
    LA, and First National Bank of Commerce, New Orleans, LA.
    
(b) Mr.  Bemis  is  a  director  of Deposit Guaranty  National  Bank,
    Jackson, MS and Deposit Guaranty Corporation, Jackson, MS.
    
(c) Mr.  Meiners  is a director of Trustmark National Bank,  Jackson,
    MS, and Trustmark Corporation, Jackson, MS.

      Each  director and officer of the applicable Entergy company  is
elected  yearly  to  serve  by  the  unanimous  consent  of  the  sole
stockholder,  Entergy  Corporation,  in  lieu  of  an  annual  meeting
scheduled to be held on May 5, 1997.

      Directorships  shown  above are generally  limited  to  entities
subject to Section 12 or 15(d) of the Securities and Exchange  Act  of
1934 or to the Investment Company Act of 1940.

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  9,  1997,  under  the  heading
"Compliance with Section 16(a) of the Exchange Act", 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  is set forth in the Proxy Statement  under  the
headings  "Executive Compensation", "Nominees", and  "Compensation  of
Directors", 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,  1996 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  1996.   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.

<PAGE>
<TABLE>
<CAPTION>


                                                                    Long-Term Compensation
                                 Annual Compensation                   Awards               Payouts
                                                       (b)      Restricted  Securities        (c)           (d)
                                            (a)       Other       Stock     Underlying       LTIP        All Other
        Name           Year    Salary      Bonus     Annual       Awards     Options        Payouts    Compensation
                                                  Compensation  
                                                     
                                                                                               
<S>                    <C>    <C>        <C>        <C>             <C>   <C>                <C>           <C>
Michael B. Bemis       1996   $297,115   $168,125   $ 43,884        (e)     5,000 shares     $      0      $12,813
                       1995    290,000    216,909     22,844        (e)    27,500             294,282       12,063
                       1994    288,846     76,923     32,940        (e)     2,500              28,275        8,596
                                                                                              
Louis E. Buck, Jr.     1996   $153,558   $ 66,187   $ 26,132        (e)         0 shares     $      0      $20,683
                       1995     49,039     21,280      9,151        (e)         0                   0        7,529
                       1994          0          0          0        (e)         0                   0            0
                                                                                              
Donald C. Hintz*       1996   $343,269   $231,299   $ 12,516        (e)     5,000 shares     $      0      $14,197
                       1995    325,000    265,049     13,394        (e)    30,000             409,414        9,750
                       1994    320,769    142,749     52,389        (e)     5,000              48,379        9,710
                                                   
Jerry D. Jackson       1996   $332,115   $209,489   $ 37,928        (e)     5,000 shares     $      0      $13,862
                       1995    325,000    256,838     43,054        (e)    30,000             422,438        9,750
                       1994    323,711    106,155     29,598        (e)     5,000              56,550        9,634
                                                                                               
Edwin Lupberger**      1996   $735,577   $448,794   $123,601        (e)    10,000 shares     $      0      $23,567
                       1995    700,000    568,400     89,163        (e)    60,000             781,337       21,000
                       1994    681,539    218,789     93,816        (e)    10,000             139,525       20,446
                                                                                               
Jerry L. Maulden       1996   $435,000   $260,301   $ 27,056        (e)     5,000 shares     $      0      $14,550
                       1995    435,000    353,220     26,248        (e)    30,000             422,438       13,050
                       1994    426,134    135,962     63,994        (e)     5,000              56,550       12,859
                                                                                               
Gerald D. McInvale     1996   $271,730   $179,576   $ 13,995        (e)     5,000 shares     $      0      $12,051
                       1995    255,481    186,739     12,525        (e)    27,500             294,282        7,664
                       1994    244,165     66,227     14,146        (e)     2,500              28,275        7,275
                                                                                               
William J. Regan, Jr.  1996   $190,000   $ 81,132   $ 20,684        (e)         0 shares     $      0      $ 8,852
                       1995    120,577     54,727     21,141        (e)     2,000                   0        7,821
                       1994          0          0          0        (e)         0                   0            0
                                                                                               


 *   Chief Executive Officer of System Energy.

**   Chief Executive Officer of Entergy Arkansas, Entergy Gulf States,
     Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans

(a)  Includes bonuses earned pursuant to the Annual Incentive Plan.

(b)  Amounts  used  in the calculation of perquisites were  previously
     reported in the column titled "All Other Compensation".

(c)  Amounts  include the value of restricted shares  that  vested  in
     1996, 1995, and 1994 (see note (e) below)  under Entergy's Equity
     Ownership Plan.

(d)  Includes the following:

          (1)   1996  benefit accruals under the Defined  Contribution
          Restoration  Plan as follows: Mr. Bemis $4,414;   Mr.  Hintz
          $5,798;   Mr.  Jackson $5,463;  Mr. Lupberger $17,567;   Mr.
          Maulden $8,550; Mr. McInvale $3,652; Mr. Regan $1,200.

          (2)   1996 employer contributions to the System Savings Plan
          as  follows:  Mr. Bemis $4,500; Mr. Buck $1,431;  Mr.  Hintz
          $4,500;   Mr.  Jackson $4,500;  Mr. Lupberger  $4,500;   Mr.
          Maulden $4,500;  Mr. McInvale  $4,500; Mr. Regan $4,500.

          (3)   1996  employer  contributions to  the  Employee  Stock
          Ownership  Plan as of November 30, 1996 are as follows:  Mr.
          Bemis  $3,899;  Mr. Hintz $3,899; Mr. Jackson  $3,899;   Mr.
          Lupberger $1,500;  Mr. Maulden $1,500; Mr. McInvale  $3,899.

          (4)  1996 reimbursements for moving expenses as follows: Mr.
          Buck $19,252; Mr. Regan  $3,152.

(e)  Restricted  stock  awarded under the Equity Ownership  Plan  will
     vest  at the end of a three year period subject to the attainment
     of  approved performance goals.  Restricted stock awards in  1996
     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 shares awarded during 1996 and the
     vesting schedule for such shares.  Accumulated dividends are paid
     on  restricted stock when vested.  The value of stock  for  which
     restrictions  were  lifted  in 1996,  1995,  and  1994,  and  the
     applicable portion of accumulated cash dividends, are reported in
     the LTIP Payouts column in the above table.

                                   
                         Option Grants in 1996
                                   
      The following table summarizes option grants during 1996 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 Entergy


                                    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        1996        share)         Date         5%         10%
<S>                     <C>              <C>        <C>           <C>          <C>         <C>                 
Michael B. Bemis          5,000 (a)       6.1%      $29.375 (a)   1/25/06      $ 92,369    $234,081
                                                                                 
Donald C. Hintz           5,000 (a)       6.1%       29.375 (a)   1/25/06        92,369     234,081
                                                                                 
Jerry D. Jackson          5,000 (a)       6.1%       29.375 (a)   1/25/06        92,369     234,081
                                                                                 
Edwin Lupberger          10,000 (a)      12.1%       29.375 (a)   1/25/06       184,738     468,162
                                                                                 
Jerry L. Maulden          5,000 (a)       6.1%       29.375 (a)   1/25/06        92,369     234,081
                                                                                 
Gerald D. McInvale        5,000 (a)       6.1%       29.375 (a)   1/25/06        92,369     234,081
                                                                                 

 (a) Options were granted on January 25, 1996, 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,  1996.   These   options   became
     exercisable on July 25, 1996.

(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 1996 and December 31, 1996 Option Values

      The  following  table summarizes the number  and  value  of  all
unexercised options held by the Named Executive Officers.  In 1996, no
options were exercised by any Named Executive Officer.

                             Number of Securities            Value of Unexercised
                             Underlying Unexercised              In-the-Money 
                                     Options                       Options
                            as of December 31, 1996      as of December 31, 1996(a)
         Name              Exercisable  Unexercisable    Exercisable  Unexercisable
                  
   <S>                         <C>          <C>            <C>          <C>
   Michael B. Bemis            15,000       25,000         $10,625      $168,750
   Donald C. Hintz             22,500       25,000          21,250       168,750
   Jerry D. Jackson            19,411       25,000               0       168,750
   Edwin Lupberger             48,824       50,000          42,500       337,500
   Jerry L. Maulden            25,000       25,000          21,250       168,750
   Gerald D. McInvale          15,000       25,000          10,625       168,750
   William J. Regan, Jr.            0        2,000               0        13,500

(a) 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,  1996,  and  the  option
    exercise price.

                Long-Term Incentive Plan Awards in 1996

  The following Table summarizes awards of restricted shares of
Entergy Corporation common stock granted under the Equity Ownership
Plan in 1996 to the Named Executive Officers.

                                                      Estimated  Future Payouts Under
                                                      Non-Stock Price-Based Plans(a)(b)
                                        Performance                             
                           Number       Period Until     
                             of         Maturation or                            
 Name                      Shares          Payout        Threshold  Target   Maximum
<S>                        <C>         <C>                <C>       <C>       <C>
Edwin Lupberger            60,000      1/1/96-12/31/98    20,000    40,000    60,000
Jerry L. Maulden           37,500      1/1/96-12/31/98    12,500    25,000    37,500
Michael B. Bemis           30,000      1/1/96-12/31/98    10,000    20,000    30,000
Donald C. Hintz            30,000      1/1/96-12/31/98    10,000    20,000    30,000
Jerry D. Jackson           30,000      1/1/96-12/31/98    10,000    20,000    30,000
Gerald D. McInvale         30,000      1/1/96-12/31/98    10,000    20,000    30,000
Louis E. Buck, Jr.          4,500      1/1/96-12/31/98     1,500     3,000     4,500
William J. Regan, Jr.       4,500      1/1/96-12/31/98     1,500     3,000     4,500
</TABLE>

(a) Restricted  shares  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 shares 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  shares
    indicated  in  the  respective  column.   Achievement  of  a  level
    between  these three specified levels would result in the award  of
    a number of shares 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   $ 52,000
           200,000     45,500      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
           850,000    191,250     255,000     318,750    382,500    446,250

      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, 1996, 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,  1996, for the Named Executive  Officers  is  as
follows:   Mr. Bemis 14; Mr. Buck 1, Mr. Maulden 31, and Mr. Regan  1.
The  credited years of service under the respective Retirement  Income
Plan,  as  of  December  31,  1996 for the following  Named  Executive
Officers,  as  a  result  of  entering  into  supplemental  retirement
agreements, is as follows: Mr. Hintz 25; Mr. Jackson 17; Mr. Lupberger
33; and Mr. McInvale 24.

      The maximum benefit under each 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   410
limitations discussed above.

      In  addition  to  the  Retirement Income Plan  discussed  above,
Entergy  Arkansas,  Louisiana, Mississippi, New  Orleans,  and  System
Energy  participate  in the Supplemental Retirement  Plan  of  Entergy
Corporation  and  Subsidiaries (SRP) and the Post-Retirement  Plan  of
Entergy  Corporation and Subsidiaries (PRP). Participation is  limited
to  one  of  these  two  plans  and is at the  invitation  of  Entergy
Arkansas, 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  SRP)  or  .0333  (under the PRP) times the participant's  average
basic  annual  salary (as defined in the plans) for a maximum  of  120
months.  Mr. Hintz has entered into a SRP participation contract,  and
all  of  the  other Named Executive Officers, (except  for  Mr.  Buck,
Mr.  McInvale  and  Mr.  Regan) have entered  into  PRP  participation
contracts.  Current estimates indicate that the annual payments to the
Named Executive Officers 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          15         20          25         30+

       $   200,000       $ 90,000   $100,000    $110,000    $120,000
           300,000        135,000    150,000     165,000     180,000
           400,000        180,000    200,000     220,000     240,000
           500,000        225,000    250,000     275,000     300,000
           600,000        270,000    300,000     330,000     360,000
           700,000        315,000    350,000     385,000     420,000
         1,000,000        450,000    500,000     550,000     600,000
___________

(1) 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).   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 executive retirement benefit plans discussed above.  Covered
pay  under the SERP includes final annual base salary (see the Summary
Compensation Table above for the base salary covered by the SERP as of
December 31, 1996) plus the Target Incentive Award (i.e., a percentage
of  final  annual  base  salary)  for the  participant  in  effect  at
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 Mr.  Bemis,
Mr. Jackson, and Mr. McInvale) disclosed above in the section entitled
"Pension  Plan Tables-Retirement Income Plan Table".  Mr.  Bemis,  Mr.
Jackson,  and  Mr.  McInvale have 24 years, 23 years,  and  15  years,
respectively, of credited service under this plan.

      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.   All  SERP  payments are guaranteed for  ten  years.   Other
actuarially  equivalent options are available to each  retiree.   SERP
benefits are offset by any and all defined benefit plan payments  from
Entergy  and from prior employers.  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,  resignation  of  employment,  or  termination  of  employment
without Company permission.

      In  addition  to  the  non-bargaining unit employees  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.

                                   
                       Compensation of Directors
                                   
       For  information  regarding compensation of  the  directors  of
Entergy  Corporation,  see  the  Proxy  Statement  under  the  heading
"Compensation of Directors", 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 is compensated for his 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.

   Employment Contracts and Termination of Employment and Change-in-
                         Control Arrangements
                                   
Entergy Gulf States

      As  a result of the Merger, 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.

       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.  No officers or employees  of   any  Entergy
company  participated in deliberations concerning compensation  during
1996.

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  "Voting  Securities
Outstanding" 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.

      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
                                              Common Stock
                                          Amount and Nature of
                                      Beneficial    Ownership(a)
                                      Sole Voting             
                                         and            Other
                                      Investment      Beneficial
               Name                      Power       Ownership(b)
                                                    
  Entergy Corporation                                            

  Michael B. Bemis **                   11,480         10,000
  W. Frank Blount*                       4,434              -
  John A. Cooper, Jr.*                   6,934              -
  Lucie J. Fjeldstad*                    3,384              -
  Dr. Norman C. Francis*                 1,200              -
  Donald C. Hintz**                      8,779          7,500
  Jerry D. Jackson**                    11,615         14,411
  Robert v.d. Luft*                      3,684              -
  Edwin Lupberger***                    34,392         41,324 (c)
  Jerry L. Maulden**                    25,015         20,000
  Adm. Kinnaird R. McKee*                2,467              -
  Paul W. Murrill*                       2,917              -
  James R. Nichols*                      5,078              -
  Eugene H. Owen*                        3,092              -
  John N. Palmer, Sr.*                  16,481              -
  Robert D. Pugh*                        6,700          6,500 (c)
  H. Duke Shackelford*                   8,750          4,950 (d)
  Wm. Clifford Smith*                    5,600              -
  Bismark A. Steinhagen*                 7,637              -
  All directors and executive                                    
    officers                           263,181        149,685
                                                                 
  Entergy Arkansas                                               
  Michael B. Bemis***                   11,480         10,000
  Donald C. Hintz***                     8,779          7,500
  Jerry D. Jackson***                   11,615         14,411
  R. Drake Keith*                       13,189          7,174
  Edwin Lupberger***                    34,392         41,324 (c)
  Jerry L. Maulden***                   25,015         20,000
  Gerald D. McInvale*                   16,030         10,000
  All directors and executive                       
    officers                           189,117        137,909
                                                           
                                                           
  Entergy Gulf States                                         
  Michael B. Bemis***                   11,480         10,000
  John J. Cordaro *                      6,833          5,000
  Frank F. Gallaher*                    20,401          7,500
  Donald C. Hintz***                     8,779          7,500
  Jerry D. Jackson***                   11,615         14,411
  Karen R. Johnson *                       349              -
  Edwin Lupberger***                    34,392         41,324 (c)
  Jerry L. Maulden***                   25,015         20,000
  Gerald D. McInvale *                  16,030         10,000
  All directors and executive                       
    officers                           180,976        135,735
                                                    
                                                    
  Entergy Louisiana                                 
  Michael B. Bemis***                   11,480         10,000
  John J. Cordaro*                       6,833          5,000
  Donald C. Hintz***                     8,779          7,500
  Jerry D. Jackson***                   11,615         14,411
  Edwin Lupberger***                    34,392         41,324 (c)
  Jerry L. Maulden***                   25,015         20,000
  Gerald D. McInvale *                  16,030         10,000
  All directors and executive                       
    officers                           187,772        135,735
                                                    
  Entergy Mississippi                               
  Michael B. Bemis***                   11,480         10,000
  Donald C. Hintz*                       8,779          7,500
  Jerry D. Jackson***                   11,615         14,411
  Edwin Lupberger***                    34,392         41,324 (c)
  Jerry L. Maulden***                   25,015         20,000
  Gerald D. McInvale***                 16,030         10,000
  Donald E. Meiners*                    11,982         10,000
  All directors and executive                       
    officers                           177,804        140,735
                                                           
                                                           
  Entergy New Orleans                                         
  Michael B. Bemis**                    11,480         10,000
  Jerry D. Jackson***                   11,615         14,411
  Edwin Lupberger***                    34,392         41,324 (c)
  Jerry L. Maulden***                   25,015         20,000
  Gerald D. McInvale***                 16,030         10,000
  Daniel F. Packer *                     3,164              -
  All directors and executive                       
    officers                           160,465        123,235
                                                    
  System Energy                                     
  Louis E. Buck, Jr.**                      80              -
  Donald C. Hintz***                     8,779          7,500
  Edwin Lupberger***                    34,392         41,324 (c)
  Jerry L. Maulden*                     25,015         20,000
  Gerald D. McInvale***                 16,030         10,000
  William J. Regan **                      202              -
                                                    
  All directors and executive                       
    officers                            89,185         78,824

  *  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 amount owned by each individual and by all directors
     and executive officers as a group does not exceed one percent  of
     the outstanding securities of any class of security so owned.

(b)  Includes,  for  the Named Executive Officers, shares  of  Entergy
     Corporation common stock in the form of unexercised stock options
     awarded pursuant to the Equity Ownership Plan as follows: Michael
     B.  Bemis, 10,000 shares; John J. Cordaro 5,000 shares; Frank  F.
     Gallaher, 7,500 shares; Donald C. Hintz, 7,500 shares;  Jerry  D.
     Jackson,  14,411  shares;  R. Drake Keith,  7,174  shares;  Edwin
     Lupberger, 38,824 shares; Jerry L. Maulden, 20,000 shares; Gerald
     D. McInvale, 10,000 shares; and Donald E. Meiners, 10,000 shares.

 (c) Includes,  for  the Named Executive Officers, shares  of  Entergy
     Corporation  common  stock  held by  their  spouses.   The  named
     persons disclaim beneficial ownership in these shares as follows:
     Edwin Lupberger, 2,500 shares; and Robert D. Pugh, 6,500 shares.

(d)  Includes 4,950 shares owned by the estate of Mrs. Shackelford, of
     which H. Duke Shackelford disclaims beneficial ownership.


Item 13.  Certain Relationships and Related Transactions

      Information called for by this item concerning the directors and
officers  of  Entergy  Corporation is  set  forth  under  the  heading
"Certain  Transactions" in the Proxy Statement, which  information  is
incorporated herein by reference.

       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 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
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 38 and 39)

(a)2. Financial Statement Schedules

      Reports   of  Independent  Accountants  on  Financial  Statement
      Schedules (see page 214)

      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
      
      A  current report on Form 8-K, dated October 11, 1996, was filed
      with  the  SEC on October 11, 1996, reporting information  under
      Item 5. "Other Events".

      A current report on Form 8-K, dated December 18, 1996, was
      filed with the SEC on December 18, 1996, reporting information
      under Item 5. "Other Events".
      
      A current report on Form 8-K, dated February 7, 1997, was filed
      with the SEC on February 18, 1997, reporting information under
      Item 2. "Acquisition of Assets" and Item 5. "Other Events".

     Entergy Corporation and Entergy Arkansas
      
      A  current report on Form 8-K, dated October 23, 1996, was filed
      with  the  SEC on October 29, 1996, reporting information  under
      Item 5. "Other Events".

     Entergy Corporation and Entergy Gulf States
      
      A  current  report  on Form 8-K, dated November  27,  1996,  was
      filed  with  the SEC on November 27, 1996, reporting information
      under Item 5. "Other Events".

                                EXPERTS

      The  statements attributed to Sandlin Associates  regarding  the
analysis of River Bend Construction costs of Entergy Gulf States under
Item  1.  "Rate  Matters and Regulation - Rate Matters -  Retail  Rate
Matters  -  Entergy Gulf States' and in Note 2 to Entergy  Corporation
and  Subsidiaries Consolidated Financial Statements and  Entergy  Gulf
States' Financial Statements, "Rate and Regulatory Matters," have been
reviewed  by  such firm and are included herein upon the authority  of
such firm as experts.
                          
                          
<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/ Louis E. Buck
                                      Louis E. Buck, Vice President
                                      and Chief Accounting Officer

                                      Date: March 10, 1997


      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/ Louis E. Buck
        Louis E. Buck          Vice President and     March 10, 1997
                            Chief Accounting Officer
                         (Principal Accounting Officer)




     Edwin Lupberger (Chairman of the Board, Chief Executive Officer and 
     Director;  Principal Executive Officer); Gerald D. McInvale
     (Executive  Vice  President and Chief Financial  Officer;
     Principal  Financial Officer); W. Frank Blount,  John  A.
     Cooper, Jr., Lucie J. Fjeldstad, N. C. Francis,  Kaneaster 
     Hodges,  Jr.,  Robert v.d. Luft, Kinnaird R. McKee,  Paul  W.
     Murrill,  James  R.  Nichols, Eugene  H.  Owen,  John  N.
     Palmer,  Sr.,  Robert D. Pugh, H. Duke  Shackelford,  Wm.
     Clifford Smith, and Bismark A. Steinhagen (Directors).



     By:  /s/ Louis E. Buck                                March 10, 1997
     (Louis E. Buck, 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/ Louis E. Buck
                                      Louis E. Buck, Vice President,
                                      Chief Accounting Officer and
                                      Assistant Secretary

                                      Date: March 10, 1997


      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/ Louis E. Buck
        Louis E. Buck   Vice President, Chief Accounting  March 10, 1997
                        Officer and Assistant Secretary
                         (Principal Accounting Officer)
     
     
     
     
     Edwin Lupberger (Chairman of the Board, Chief Executive 
     Officer and Director; Principal Executive Officer); Gerald 
     D. McInvale (Executive Vice President, Chief Financial
     Officer,  and  Director;  Principal  Financial  Officer);
     Michael  B. Bemis, Donald C. Hintz, Jerry D. Jackson,  R.
     Drake Keith, and Jerry L. Maulden (Directors).
     
     
     
     By: /s/ Louis E. Buck                                March 10, 1997
     (Louis E. Buck, 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/ Louis E. Buck
                                      Louis E. Buck, Vice President,
                                      Chief Accounting Officer and
                                      Assistant Secretary

                                      Date: March 10, 1997



      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/ Louis E. Buck
        Louis E. Buck   Vice President, Chief Accounting   March 10, 1997
                        Officer and Assistant Secretary
                         (Principal Accounting Officer)




     Edwin Lupberger (Chairman of the Board, Chief Executive 
     Officer and Director;  Principal Executive Officer); Gerald 
     D. McInvale (Executive  Vice President, Chief Financial 
     Officer,  and Director; Principal Financial Officer); 
     Michael B. Bemis, John  J.  Cordaro,  Frank F. Gallaher, 
     Donald  C.  Hintz, Jerry  D. Jackson, Karen R. Johnson, 
     and Jerry L. Maulden (Directors).



     By:/s/ Louis E. Buck                                  March 10, 1997
     (Louis E. Buck, 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/ Louis E. Buck
                                      Louis E. Buck, Vice President,
                                      Chief Accounting Officer and
                                      Assistant Secretary

                                      Date: March 10, 1997


      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/ Louis E. Buck
        Louis E. Buck   Vice President, Chief Accounting   March 10, 1997
                        Officer and Assistant Secretary
                         (Principal Accounting Officer)
     
     
     
     
     Edwin  Lupberger (Chairman of the Board, Chief  Executive
     Officer   and  Director;  Principal  Executive  Officer);
     Gerald  D.  McInvale  (Executive  Vice  President,  Chief
     Financial  Officer,  and  Director;  Principal  Financial
     Officer);  Michael B. Bemis, John J. Cordaro,  Donald  C.
     Hintz,   Jerry   D.   Jackson,  and  Jerry   L.   Maulden
     (Directors).
     
     
     
     
     By: /s/ Louis E. Buck                                 March 10, 1997
     (Louis E. Buck, 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/ Louis E. Buck
                                      Louis E. Buck, Vice President,
                                      Chief Accounting Officer and
                                      Assistant Secretary

                                      Date: March 10, 1997


      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/ Louis E. Buck
        Louis E. Buck   Vice President, Chief Accounting    March 10, 1997
                        Officer and Assistant Secretary
                         (Principal Accounting Officer)
     
     
     
     
     Edwin  Lupberger (Chairman of the Board, Chief  Executive
     Officer   and  Director;  Principal  Executive  Officer);
     Gerald  D.  McInvale  (Executive  Vice  President,  Chief
     Financial  Officer,  and  Director;  Principal  Financial
     Officer);  Michael B. Bemis, Donald C.  Hintz,  Jerry  D.
     Jackson,   Jerry  L.  Maulden,  and  Donald  E.   Meiners
     (Directors).
     
     
     
     
     By: /s/ Louis E. Buck                         March 10, 1997
     (Louis E. Buck, 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/ Louis E. Buck
                                      Louis E. Buck, Vice President,
                                      Chief Accounting Officer and
                                      Assistant Secretary

                                      Date: March 10, 1997


      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/ Louis E. Buck
        Louis E. Buck   Vice President, Chief Accounting   March 10, 1997
                        Officer and Assistant Secretary
                         (Principal Accounting Officer)
     
     
     
     
     Edwin  Lupberger (Chairman of the Board, Chief  Executive
     Officer   and  Director;  Principal  Executive  Officer);
     Gerald  D.  McInvale  (Executive  Vice  President,  Chief
     Financial  Officer,  and  Director;  Principal  Financial
     Officer); Jerry D. Jackson, Jerry L. Maulden, and  Daniel
     F. Packer (Directors).
     
     
     
     
     By:        /s/ Louis E. Buck                          March 10, 1997
     (Louis E. Buck, 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/ Louis E. Buck
                                      Louis E. Buck, Vice President
                                      and Chief Accounting Officer

                                      Date: March 10, 1997


      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/ Louis E. Buck
        Louis E. Buck          Vice President and     March 10, 1997
                            Chief Accounting Officer
                         (Principal Accounting Officer)
     
     
     
     
     Donald  C. Hintz (President, Chief Executive Officer  and
     Director;   Principal  Executive  Officer);   Gerald   D.
     McInvale   (Executive  Vice  President,  Chief  Financial
     Officer, and Director; Principal Financial Officer); Edwin
     Lupberger  (Chairman of the Board), and Jerry L.  Maulden
     (Directors).
     
     
     
     
     By:  /s/ Louis E. Buck                          March 10, 1997
     (Louis E. Buck, Attorney-in-fact)
     
<PAGE>
                                                       EXHIBIT 23(a)
                                   
                  CONSENT OF INDEPENDENT ACCOUNTANTS


      We  consent  to  the incorporation by reference in Post-Effective
Amendment  Nos.  2,  3,  4A,  and 5A  on  Form  S-8   and  the  related
Prospectuses  to the registration statement of Entergy  Corporation  on
Form S-4 (File Number 33-54298) and on Form S-3 (File Numbers 333-02503
and 333-22007) of our reports dated February 13, 1997, on our audits of
the   consolidated  financial  statements  and  consolidated  financial
statement schedules of Entergy Corporation as of December 31, 1996  and
1995, and for each of the three years in the period ended December  31,
1996,  which reports include an emphasis paragraph related to  a  rate-
related contingency and an explanatory paragraph related to changes  in
accounting methods for the impairment of long-lived assets and for long-
lived  assets  to be disposed of and incremental nuclear  plant  outage
maintenance costs by certain of the Corporation's subsidiaries, and are
included in this Annual Report on Form 10-K.

      We  consent to the incorporation by reference in the registration
statements  and  the  related Prospectuses of  Entergy  Arkansas,  Inc.
(formerly Arkansas Power & Light Company) on Form S-3 (File Numbers 33-
36149,  33-48356,  33-50289, 333-00103 and 333-05045)  of  our  reports
dated February 13, 1997, on our audits of the financial statements  and
financial  statement schedule of Entergy Arkansas, Inc. as of  December
31,  1996 and 1995, and for each of the three years in the period ended
December  31,  1996,  which  reports include an  explanatory  paragraph
related  to the Company's 1995 change in  its method of accounting  for
incremental nuclear plant outage maintenance costs, and are included in
this Annual Report on Form 10-K.

      We  consent to the incorporation by reference in the registration
statements  and the related Prospectuses of Entergy Gulf  States,  Inc.
(formerly Gulf States Utilities Company) on Form S-3 (File Numbers  33-
49739 and 33-51181), Form S-8 (File Numbers 2-76551 and 2-98011) and on
Form  S-2  (File Number 333-17911), of our reports dated  February  13,
1997, on our audits of the financial statements and financial statement
schedule of Entergy Gulf States, Inc. as of December 31, 1996 and  1995
and  for each of the three years in the period ended December 31, 1996,
which  reports include an emphasis paragraph related to a  rate-related
contingency  and  an  explanatory paragraph  related  to  a  change  in
accounting  for  the  impairment of long-lived  assets  and  long-lived
assets  to  be disposed of, and are included in this Annual  Report  on
Form 10-K.

      We  consent to the incorporation by reference in the registration
statements  and  the  related Prospectuses of Entergy  Louisiana,  Inc.
(formerly Louisiana Power & Light Company) on Form S-3 (File Numbers 33-
46085,  33-39221, 33-50937, 333-00105, 333-01329 and 333-03567) of  our
reports  dated  February  13,  1997, on our  audits  of  the  financial
statements and financial statement schedule of Entergy Louisiana,  Inc.
as  of  December 31, 1996 and 1995, and for each of the three years  in
the  period ended December 31, 1996, which are included in this  Annual
Report on Form 10-K.

      We  consent to the incorporation by reference in the registration
statements  and  the related Prospectuses of Entergy Mississippi,  Inc.
(formerly Mississippi Power & Light Company) on Form S-3 (File  Numbers
33-53004,  33-55826  and 33-50507) of our reports  dated  February  13,
1997, on our audits of the financial statements and financial statement
schedule of Entergy Mississippi, Inc. as of December 31, 1996 and 1995,
and  for each of the three years in the period ended December 31, 1996,
which are included in this Annual Report on Form 10-K.

      We  consent to the incorporation by reference in the registration
statements  and the related Prospectuses of Entergy New  Orleans,  Inc.
(formerly New Orleans Public Service Inc.) on Form S-3 (File Numbers 33-
57926  and  333-00255) of our reports dated February 13, 1997,  on  our
audits of the financial statements and financial statement schedule  of
Entergy New Orleans, Inc. as of December 31, 1996 and 1995, and for each
of  the  three years in the period ended December 31, 1996,  which  are
included in this Annual Report on Form 10-K.

      We  consent to the incorporation by reference in the registration
statements  and  the related Prospectuses of System  Energy  Resources,
Inc. on Form S-3 (File Numbers 33-47662, 33-61189 and 333-06717) of our
report  dated  February  13,  1997, on  our  audits  of  the  financial
statements of System Energy Resources, Inc. as of December 31, 1996 and
1995, and for each of the three years in the period ended December  31,
1996,   which report includes an explanatory paragraph related  to  the
Company's  1996  change  in  its method of accounting  for  incremental
nuclear plant outage maintenance costs, and is included in this  Annual
Report on Form 10-K.




COOPERS & LYBRAND L.L.P.

New Orleans, Louisiana
March 7, 1997 


<PAGE>
                                                       EXHIBIT 23(b)


                                CONSENT


      We  consent  to  the  reference to our  firm  under  the  heading
"Experts"  and to the inclusion in this Annual Report on Form  10-K  of
Entergy Gulf States, Inc. of the statements (Statements) regarding  the
analysis  by our Firm of River Bend construction costs which  are  made
herein  under Part I, Item 1. Business - "Rate Matters and  Regulation"
and  in  the  discussion of Texas jurisdictional matters set  forth  in
Note  2  to  Entergy Gulf States' Financial Statements and  Note  2  to
Entergy    Corporation   and   Subsidiaries'   Consolidated   Financial
Statements  appearing as Item 8. of Part II of this  Form  10-K,  which
Statements  have been prepared or reviewed by us (Sandlin  Associates).
We  also  consent to the incorporation by reference in the registration
statements  of  Entergy Gulf States on Form S-3 (File Numbers  33-49739
and  33-51181), Form S-8 (File Numbers 2-76551 and 2-98011) and on Form
S-2 (File Number 333-17911) of such reference and Statements.




                                        SANDLIN ASSOCIATES
                                        Management Consultants

Pasco, Washington
March 10, 1997

                                   

<PAGE>

  REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES



To the Board of Directors and the Shareholders
    of Entergy Corporation


We  have  audited  the  consolidated financial  statements  of  Entergy
Corporation  and Subsidiaries and the financial statements  of  Entergy
Arkansas, Inc. (formerly Arkansas Power & Light Company), Entergy  Gulf
States,   Inc.  (formerly  Gulf  States  Utilities  Company),   Entergy
Louisiana,  Inc.  (formerly Louisiana Power & Light  Company),  Entergy
Mississippi,  Inc.  (formerly Mississippi Power &  Light  Company)  and
Entergy  New  Orleans, Inc. (formerly New Orleans Public Service  Inc.)
as  of  December 31, 1996 and 1995, and for each of the three years  in
the  period  ended  December 31, 1996, and  have  issued  our  reports,
included elsewhere in this Form 10-K, thereon dated February 13,  1997,
which  reports as to Entergy Corporation and Entergy Gulf States,  Inc.
include  an  emphasis  paragraph related to a rate-related  contingency
and  an  explanatory paragraph related to a change  in  accounting  for
impairment  of long-lived assets and long-lived assets to  be  disposed
of,  and  which reports as to Entergy Corporation and Entergy Arkansas,
Inc.  include an explanatory paragraph related to changes in accounting
for   incremental  nuclear  plant  outage  maintenance  expenses.    In
connection with our audits of such financial statements, we  have  also
audited  the  related financial statement schedules  included  in  Item
14(a)2 of this Form 10-K.

In  our  opinion the financial statement schedules referred  to  above,
when considered in relation to the basic financial statements taken  as
a  whole,  present  fairly, in all material respects,  the  information
required to be included therein.


COOPERS & LYBRAND L.L.P.

New Orleans, Louisiana
February 13, 1997

<PAGE>                
                INDEX TO FINANCIAL STATEMENT SCHEDULES


Schedule                                                                 Page

 I    Financial Statements of Entergy Corporation:
        Statements of Income - For the Years Ended December 31, 1996,
           1995, and 1994                                                 S-2
        Statements of Cash Flows - For the Years Ended December 31, 1996,
           1995, and 1994                                                 S-3
        Balance Sheets, December 31, 1996 and 1995                        S-4
        Statements of Retained Earnings and Paid-In Capital - For
           the Years Ended December 31, 1996, 1995, and 1994              S-5
 II   Valuation and Qualifying Accounts
        1996, 1995, and 1994:
           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>              
<TABLE>
<CAPTION>
              
              ENTERGY CORPORATION
SCHEDULE I-FINANCIAL STATEMENTS OF ENTERGY CORPORATION
              STATEMENTS OF INCOME


                                                         For the Years Ended December 31,
                                                       1996           1995          1994
                                                                  (In Thousands)
<S>                                                     <C>           <C>          <C>
Income:
  Equity in income of subsidiaries                      $459,350      $549,144     $369,701
  Interest on temporary investments                        4,840        20,641       25,496
                                                        --------      --------     --------
        Total                                            464,190       569,785      395,197
                                                        --------      --------     --------

Expenses and Other Deductions:
  Administrative and general expenses                     34,402        53,872       57,846
  Income taxes (credit)                                   (1,558)       (5,383)      (6,350)
  Taxes other than income (credit)                           828         1,102          465
  Interest (credit)                                       10,491           214        1,395
                                                        --------      --------     --------
        Total                                             44,163        49,805       53,356
                                                        --------      --------     --------
Net Income                                              $420,027      $519,980     $341,841
                                                        ========      ========     ========
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
            STATEMENTS OF CASH FLOWS


                                                 For the Years Ended December 31,
                                                    1996        1995        1994
                                                            (In Thousands)
<S>                                                <C>         <C>         <C>
Operating Activities:
  Net income                                       $420,027    $519,980    $341,841
  Noncash items included in net income:
    Equity in earnings of subsidiaries             (459,350)   (549,144)   (369,701)
    Deferred income taxes                             8,499      (2,024)      7,007
    Depreciation                                      1,628       1,421         959
  Changes in working capital:
    Receivables                                       3,232       2,161      (5,085)
    Payables                                          9,919      (3,776)    (11,945)
    Other working capital accounts                   (1,170)     (1,701)     (2,563)
  Common stock dividends received from 
    subsidiaries                                    554,200     565,589     763,400
  Other                                              (3,524)      8,652     (12,137)
                                                   --------    --------    --------
    Net cash flow provided by operating activities  533,461     541,158     711,776
                                                   --------    --------    --------

Investing Activities:
  Investment in subsidiaries                       (266,681)   (477,709)    (49,892)
  Capital expenditures                                    -           -      (3,178)
  Proceeds received from the sale of property             -           -      26,000
  Advance to subsidiary                                   -     221,540     (11,840)
                                                   --------    --------    --------

    Net cash flow used in investing activities     (266,681)   (256,169)    (38,910)
                                                   --------    --------    --------

Financing Activities:
  Changes in short-term borrowings                   20,000           -     (43,000)
  Common stock dividends paid                      (405,346)   (408,553)   (410,223)
  Issuance of common stock                          118,087           -    (119,486)
                                                   --------    --------    --------

    Net cash flow used in financing activities     (267,259)   (408,553)   (572,709)
                                                   --------    --------    --------

Net increase (decrease) in cash and cash equivalents   (479)   (123,564)    100,157

Cash and cash equivalents at beginning of period    129,144     252,708     152,551
                                                   --------    --------    --------

Cash and cash equivalents at end of period         $128,665    $129,144    $252,708
                                                   ========    ========    ========




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,
                                                                  1996            1995
                                                                     (In Thousands)
                          ASSETS


<S>                                                             <C>             <C>
Current Assets:
   Cash and cash equivalents:
     Cash                                                            $23             $25
     Temporary cash investments - at cost,
        which approximates market:
        Associated companies                                      57,986          29,180
        Other                                                     70,656          99,939
                                                              ----------      ----------
           Total cash and cash equivalents                       128,665         129,144
  Accounts receivable:
    Associated companies                                           5,940           8,697
    Other                                                              -             356
  Interest receivable                                                378             497
  Other                                                           20,389           9,511
                                                              ----------      ----------
           Total                                                 155,372         148,205
                                                              ----------      ----------
Investment in Wholly-owned Subsidiaries                       $6,531,729      $6,354,267
                                                              ----------      ----------
Deferred Debits                                                   74,891          47,381
                                                              ----------      ----------
           TOTAL                                              $6,761,992      $6,549,853
                                                              ==========      ==========
           LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
  Notes Payable                                                  $20,000               -
  Accounts payable:
    Associated companies                                          11,613             762
    Other                                                             22           1,142
  Interest Accrued                                                   188               -
  Other current liabilities                                       15,638           5,930
                                                              ----------      ----------
           Total                                                  47,461           7,834
                                                              ----------      ----------
Deferred Credits and Noncurrent Liabilities                       73,616          70,299
                                                              ----------      ----------
Shareholders' Equity:
  Common stock, $.01 par value, authorized
   500,000,000 shares; issued 234,456,457 shares
    in 1996 and 230,017,485 shares in 1995                         2,345           2,300
  Paid-in capital                                              4,320,591       4,201,483
  Retained earnings                                            2,341,703       2,335,579
  Cumulative foreign currency translation adjustment              21,725               -
  Less cost of treasury stock 1,496,118 shares in
    1996 and 2,251,318 shares in 1995)                           (45,449)        (67,642)
                                                              ----------      ----------
           Total common shareholders' equity                   6,640,915       6,471,720
                                                              ----------      ----------

           Total                                              $6,761,992      $6,549,853
                                                              ==========      ==========
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
     STATEMENTS OF RETAINED EARNINGS AND PAID-IN CAPITAL

                                                                       For the Years Ended December 31,
                                                                    1996            1995          1994
                                                                               (In Thousands)
<S>                                                                <C>            <C>           <C>
Retained Earnings, January 1                                       $2,335,579     $2,223,739    $2,310,082
  Add:
    Net income                                                        420,027        519,980       341,841
                                                                   ----------     ----------    ----------          
        Total                                                       2,755,606      2,743,719     2,651,923
                                                                   ----------     ----------    ----------
  Deduct:
    Dividends declared on common stock                                412,250        409,801       411,806
    Common stock retirements                                         -               -              13,940
    Capital stock and other expenses                                    1,653         (1,661)        2,438
                                                                   ----------     ----------    ----------
        Total                                                         413,903        408,140       428,184
                                                                   ----------     ----------    ----------
Retained Earnings, December 31                                     $2,341,703     $2,335,579    $2,223,739
                                                                   ==========     ==========    ==========


Paid-in Capital, January 1                                         $4,201,483     $4,202,134    $4,223,682
  Add:
    Gain (loss) on reacquisition of
      subsidiaries' preferred stock                                     1,795            (26)          (23)
   Common stock issuances related to stock plans                      117,560         (3,002)
                                                                   ----------     ----------    ----------
     Total                                                          4,320,838      4,199,106     4,223,659
                                                                   ----------     ----------    ----------
  Deduct:
    Common stock retirements                                         -               -              22,468
    Capital stock discounts and other expenses                            247         (2,377)         (943)
                                                                   ----------     ----------    ----------
       Total                                                              247         (2,377)       21,525
                                                                   ----------     ----------    ----------
Paid-in Capital, December 31                                       $4,320,591     $4,201,483    $4,202,134
                                                                   ==========     ==========    ==========

See Entergy Corporation and Subsidiaries Notes to Consolidated 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, 1996, 1995, and 1994
                 (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, 1996
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                     $7,109        $18,403        $17,690          $7,822
  Other                                                 12,337              -         12,337               -
                                                       -------        -------        -------         -------
  Total                                                $19,446        $18,403        $30,027          $7,822
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                   $36,733        $26,136        $27,843         $35,026
  Injuries and damages (Note 2)                         19,981         23,373         17,209          26,145
  Environmental                                         40,262          2,599          5,142          37,719
                                                       -------        -------        -------         -------
     Total                                             $96,976        $52,108        $50,194         $98,890
                                                       =======        =======        =======         =======
Year ended December 31, 1995
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                     $6,740        $14,586        $14,217          $7,109
  Other                                                     $0         12,337              -         $12,337
                                                       -------        -------        -------         -------
    Total                                               $6,740        $26,923        $14,217         $19,446
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                   $32,871        $16,263        $12,401         $36,733
  Injuries and damages (Note 2)                         22,066         11,667         13,752          19,981
  Environmental                                         42,739          7,639         10,116          40,262
                                                       -------        -------        -------         -------
     Total                                             $97,676        $35,569        $36,269         $96,976
                                                       =======        =======        =======         =======
Year ended December 31, 1994
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                     $8,808         $8,266        $10,334          $6,740
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                   $34,546        $25,592        $27,267         $32,871
  Injuries and damages (Note 2)                         23,096         10,993         12,023          22,066
  Environmental                                         26,753         21,292          5,306          42,739
                                                       -------        -------        -------         -------
     Total                                             $84,395        $57,877        $44,596         $97,676
                                                       =======        =======        =======         =======
___________
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, 1996, 1995, and 1994
                 (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, 1996
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                     $2,058         $5,341         $5,073          $2,326
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                      $900         $8,808         $9,694             $14
  Injuries and damages (Note 2)                          1,810          2,980          1,980           2,810
  Environmental                                          6,514          1,320          2,671           5,163
                                                       -------        -------        -------         -------
     Total                                              $9,224        $13,108        $14,345          $7,987
                                                       =======        =======        =======         =======

Year ended December 31, 1995
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                     $1,950         $3,997         $3,889          $2,058
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                    $1,916         $4,810         $5,826            $900
  Injuries and damages (Note 2)                          2,660            710          1,560           1,810
  Environmental                                          5,350          4,435          3,271           6,514
                                                       -------        -------        -------         -------
     Total                                              $9,926         $9,955        $10,657          $9,224
                                                       =======        =======        =======         =======

Year ended December 31, 1994
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                     $2,050         $1,967         $2,067          $1,950
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                    $2,821        $18,782        $19,687          $1,916
  Injuries and damages (Note 2)                          3,259          1,316          1,915           2,660
  Environmental                                          6,825          1,510          2,985           5,350
                                                       -------        -------        -------         -------
     Total                                             $12,905        $21,608        $24,587          $9,926
                                                       =======        =======        =======         =======
___________
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, 1996, 1995, and 1994
                 (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, 1996
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                     $1,608         $4,709         $4,320          $1,997
                                                       =======        =======        =======         =======
 Accumulated Provisions
  Not Deducted from Assets--
  Property insurance                                   $14,141         $5,899         $3,037         $17,003
  Injuries and damages (Note 2)                          5,199          7,955          3,560           9,594
  Environmental                                         21,864            365            400          21,829
                                                       -------        -------        -------         -------
     Total                                             $41,204        $14,219         $6,997         $48,426
                                                       =======        =======        =======         =======

Year ended December 31, 1995
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                       $715         $3,715         $2,822          $1,608
                                                       =======        =======        =======         =======
  Accumulated Provisions
  Not Deducted from Assets--
  Property insurance                                   $10,451         $6,396         $2,706         $14,141
  Injuries and damages (Note 2)                          6,922          6,243          7,966           5,199
  Environmental                                         20,314          2,483            933          21,864
                                                       -------        -------        -------         -------
     Total                                             $37,687        $15,122        $11,605         $41,204
                                                       =======        =======        =======         =======

Year ended December 31, 1994
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                     $2,383           $701         $2,369            $715
                                                       =======        =======        =======         =======
 Accumulated Provisions
  Not Deducted from Assets--
  Property insurance                                   $10,872         $2,170         $2,591         $10,451
  Injuries and damages (Note 2)                          9,469          2,970          5,517           6,922
  Environmental                                         18,151          2,589            426          20,314
                                                       -------        -------        -------         -------
     Total                                             $38,492         $7,729         $8,534         $37,687
                                                       =======        =======        =======         =======
___________
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, 1996, 1995, and 1994
                 (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, 1996
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                     $1,390         $3,241         $3,202          $1,429
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                    $1,013         $4,583         $5,335            $261
  Injuries and damages (Note 2)                          8,414         10,646          9,617           9,443
  Environmental                                         11,379            495          1,895           9,979
                                                       -------        -------        -------         -------
     Total                                             $20,806        $15,724        $16,847         $19,683
                                                       =======        =======        =======         =======

Year ended December 31, 1995
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                     $1,175         $2,450         $2,235          $1,390
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                      $814         $3,537         $3,338          $1,013
  Injuries and damages (Note 2)                          7,350          4,486          3,422           8,414
  Environmental                                         16,394            (89)         4,926          11,379
                                                       -------        -------        -------         -------
     Total                                             $24,558         $7,934        $11,686         $20,806
                                                       =======        =======        =======         =======

Year ended December 31, 1994
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                     $1,075         $2,023         $1,923          $1,175
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                    $2,388         $3,120         $4,694            $814
  Injuries and damages (Note 2)                          4,779          5,848          3,277           7,350
  Environmental                                          1,237         16,868          1,711          16,394
                                                       -------        -------        -------         -------
     Total                                              $8,404        $25,836         $9,682         $24,558
                                                       =======        =======        =======         =======

___________
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, 1996, 1995, and 1994
                 (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, 1996
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                     $1,585         $2,996         $3,207          $1,374
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                    $5,013         $6,846         $9,777          $2,082
  Injuries and damages (Note 2)                          2,565            928            588           2,905
  Environmental                                            467            330            104             693
                                                       -------        -------        -------         -------
     Total                                              $8,045         $8,104        $10,469          $5,680
                                                       =======        =======        =======         =======

Year ended December 31, 1995
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                     $2,070         $1,691         $2,176          $1,585
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                    $3,779         $1,520           $286          $5,013
  Injuries and damages (Note 2)                          3,725         (1,154)             6           2,565
  Environmental                                            684            735            952             467
                                                       -------        -------        -------         -------
     Total                                              $8,188         $1,101         $1,244          $8,045
                                                       =======        =======        =======         =======

Year ended December 31, 1994
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                     $2,470         $1,897         $2,297          $2,070
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                    $2,554         $1,520           $295          $3,779
  Injuries and damages (Note 2)                          3,478            365            118           3,725
  Environmental                                            500            300            116             684
                                                       -------        -------        -------         -------
     Total                                              $6,532         $2,185           $529          $8,188
                                                       =======        =======        =======         =======

___________
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, 1996, 1995, and 1994
                 (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, 1996
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                       $468         $2,116         $1,888            $696
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                   $15,666             -                         $15,666
  Injuries and damages (Note 2)                          1,993            864          1,464           1,393
  Environmental                                             38             89             72              55
                                                       -------        -------        -------         -------
     Total                                             $17,697           $953         $1,536         $17,114
                                                       =======        =======        =======         =======

Year ended December 31, 1995
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                       $830         $2,733         $3,095            $468
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                   $15,911             -            $245         $15,666
  Injuries and damages (Note 2)                          1,409          1,382            798           1,993
  Environmental                                             (3)            75             34              38
                                                       -------        -------        -------         -------
     Total                                             $17,317         $1,457         $1,077         $17,697
                                                       =======        =======        =======         =======

Year ended December 31, 1994
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                                       $830         $1,678         $1,678            $830
                                                       =======        =======        =======         =======
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                                   $15,911             -              -          $15,911
  Injuries and damages (Note 2)                          2,111            494          1,196           1,409
  Environmental                                             40             25             68              (3)
                                                       -------        -------        -------         -------
     Total                                             $18,062           $519         $1,264         $17,317
                                                       =======        =======        =======         =======

___________
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 and amendments thereto through  April
          22, 1996 (3(a) to Form 10-Q for the quarter ended March
          31, 1996 in 1-10764).

Entergy Gulf States

(d)1      --   Restated Articles of Incorporation of Entergy Gulf
          States  and amendments thereto through April  22,  1996
          (3(b) to Form 10-Q for the quarter ended March 31, 1996
          in 1-2703).

Entergy Louisiana

(e)1      --    Restated  Articles  of Incorporation  of  Entergy
          Louisiana and amendments thereto through April 22, 1996
          (3(c) to Form 10-Q for the quarter ended March 31, 1996
          in 1-8474).

Entergy Mississippi

*(f)1     --    Restated  Articles  of Incorporation  of  Entergy
          Mississippi and amendments thereto through January  28,
          1997

Entergy New Orleans

(g)1      --     Restatement  of  Articles  of  Incorporation  of
          Entergy  New  Orleans  and amendments  thereto  through
          April 22, 1996 (3(e) to Form 10-Q for the quarter ended
          March 31, 1996 in 0-5807).
(3) (ii) By-Laws

(a)             --    By-Laws  of  Entergy Corporation  effective
          August 25, 1992, and as presently in effect (A-2(a)  to
          Rule 24 Certificate in 70-8059).

(b)             --    By-Laws of System Energy effective  May  4,
          1989, and as presently in effect (A-2(a) in 70-5399).

(c)             --    By-Laws  of  Entergy  Arkansas  as  amended
          effective May 5, 1994, and as presently in effect (3(d)
          to Form 10-Q for the quarter ended June 30, 1994).

(d)             --    By-Laws of Entergy Gulf States  as  amended
          effective May 5, 1994, and as presently in effect (A-12
          in 70-8059).

(e)              --    By-Laws  of  Entergy  Louisiana  effective
          January 23, 1984, and as presently in effect (A-4 in 70-
          6962).

(f)             --    By-Laws  of  Entergy Mississippi  effective
          April 5, 1995, and as presently in effect (3(ii)(f)  to
          Form  10-K for the year ended December 31, 1995  in  0-
          320).

(g)             --   By-Laws of Entergy New Orleans effective May
          5,  1994, and as presently in effect (3(g) to Form 10-Q
          for the quarter ended June 30, 1994 in 0-5807).

(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      --    Credit  Agreement, dated as of October  3,  1989,
          between  System Fuels and The Yasuda Trust and  Banking
          Co., Ltd., New York Branch, as agent (B-1(c) to Rule 24
          Certificate, dated October 6, 1989, in 70-7668).

(a)3      --    First  Amendment, dated as of March 1,  1992,  to
          Credit  Agreement, dated as of October 3, 1989, between
          System  Fuels  and  The Yasuda Trust and  Banking  Co.,
          Ltd., New York Branch, as agent (4(a)5 to Form 10-K for
          the year ended December 31, 1991 in 1-3517).

(a)4      --    Second Amendment, dated as of September 30, 1992,
          to  Credit  Agreement  dated as  of  October  3,  1989,
          between  System Fuels and The Yasuda Trust and  Banking
          Co., Ltd., New York Branch, as agent (4(a)6 to Form 10-
          K for the year ended December 31, 1992 in 1-3517).

(a)5      --    Security Agreement, dated as of October 3,  1989,
          as  amended, between System Fuels and The Yasuda  Trust
          and  Banking  Co.,  Ltd., New  York  Branch,  as  agent
          (B-3(c) to Rule 24 Certificate, dated October 6,  1989,
          in  70-7668), as amended by First Amendment to Security
          Agreement,  dated as of March 14, 1990 (A  to  Rule  24
          Certificate, dated March 7, 1990, in 70-7668).

(a)6      --    Consent  and Agreement, dated as  of  October  3,
          1989,  among System Fuels, The Yasuda Trust and Banking
          Co., Ltd., New York Branch, as agent, Entergy Arkansas,
          Entergy Louisiana, and System Energy (B-5(c) to Rule 24
          Certificate, dated October 6, 1989, in 70-7668).

(a)7      --    Guaranty of Entergy Corporation dated October 12,
          1995  of  Entergy Enterprises' payment and  performance
          under Guaranty of Entergy Enterprises dated October 12,
          1995,  of  amounts  payable  by  EP  Edegel,  Inc.   to
          reimburse  Union  Bank of Switzerland for  drawings  on
          Letter  of  Credit in amount of $10 million  (filed  as
          Exhibit  C-1(l) to Form U5S for the year ended December
          31, 1995).

(a)8      --    Guaranty and Guaranty Agreement, each dated as of
          November 27, 1995, by Entergy Corporation to Union Bank
          of Switzerland, as Agent, of payment and performance of
          the   Guaranty  and  Guaranty  Agreement,  by   Entergy
          Enterprises  of  amounts payable  by  EP  Edegel,  Inc.
          pursuant to Union Bank of Switzerland Credit Agreement,
          each  as amended by First Amendment, dated as of  March
          12, 1996 between Entergy Corporation and Union Bank  of
          Switzerland  (filed as Exhibit C-1(j) to Form  U5S  for
          the year ended December 31, 1995).

(a)9      --    Share  Sale Agreement (Revised) of  December  12,
          1995,  relating  to  acquisition of CitiPower  Limited,
          among  State  Electricity Commission of  Victoria,  the
          State   of  Victoria,  Entergy  Victoria  LDC,  Entergy
          Victoria Holding LDC and Entergy Corporation (filed  as
          Exhibit  C-1(o) to Form U5S for the year ended December
          31, 1995 pursuant to Rule 104).

(a)10     --    Multi-Option Syndicated Facility Agreement, dated
          as  of  January  5,  1996, among CitiPower  Limited  as
          Borrower,  Commonwealth Bank of Australia  as  Facility
          Agent,  Bank  of America N.T. & S.A. as  Arranger,  and
          Commonwealth  Bank  of Australia  as  Security  Trustee
          (filed as Exhibit C-1(p) to Form U5S for the year ended
          December 31, 1995).

(a)11     --    Undertaking Agreement, dated as of March 7, 1996,
          of   Entergy  Corporation  to  Commonwealth   Bank   of
          Australia  as  Facility-Agent, of  CitiPower  Limited's
          obligations up to maximum of $7,367,000 under the Multi-
          Option  Syndicated Facility Agreement (filed as Exhibit
          C-1(q)  to  Form  U5S for the year ended  December  31,
          1995).

*(a)12    --    Credit Agreement, dated as of September 13, 1996,
          among  Entergy Corporation, Entergy Technology  Holding
          Company,  the  Banks (The Bank of  New  York,  Bank  of
          America  NT  &  SA,  The Bank of  Nova  Scotia,  Banque
          Nationale de Paris (Houston Agency), The First National
          Bank  of  Chicago, The Fuji Bank Ltd., Societe Generale
          Southwest  Agency, and CIBC Inc.) and The Bank  of  New
          York, as Agent (the "Entergy-ETHC Credit Agreement").

*(a)13    --    Amendment No. 1, dated as of October 22, 1996  to
          Credit Agreement Entergy-ETHC Credit Agreement.

*(a)14    --   Guaranty and Acknowledgment Agreement, dated as of
          October 3, 1996, by Entergy Corporation to The Bank  of
          New York of certain promissory notes issued by ETHC  in
          connection  with  acquisition of 280  Equity  Holdings,
          Ltd.

*(a)15    --    Amendment,  dated  as of November  21,  1996,  to
          Guaranty   and  Acknowledgment  Agreement  by   Entergy
          Corporation  to  The  Bank  of  New  York  of   certain
          promissory  notes  issued by ETHC  in  connection  with
          acquisition of 280 Equity Holdings, Ltd.

*(a)16    --   Guaranty and Acknowledgment Agreement, dated as of
          November  21, 1996, by Entergy Corporation to The  Bank
          of  New York of certain promissory notes issued by ETHC
          in connection with acquisition of Sentry.

*(a)17    --   Amended and Restated Credit Agreement, dated as of
          December  12, 1996, among Entergy, the Banks  (Bank  of
          America National Trust & Savings Association, The  Bank
          of  New York, The Chase Manhattan Bank, Citibank, N.A.,
          Union Bank of Switzerland, ABN Amro Bank N.V., The Bank
          of  Nova  Scotia, Canadian Imperial Bank  of  Commerce,
          Mellon Bank, N.A., First National Bank of Commerce  and
          Whitney National Bank) and Citibank, N.A., as Agent.

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 File No. 70-8511 (Twentieth);
          and  A-2(a)(2) to Rule 24 Certificate dated  August  8,
          1996 in File No. 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).

(b)4      --    Indenture (for Unsecured Debt Securities),  dated
          as   of   September  1,  1995,  between  System  Energy
          Resources, Inc., and Chemical Bank (B-10(a) to Rule  24
          Certificate in 70-8511).

Entergy Arkansas

(c)1      --         Mortgage  and  Deed of Trust,  dated  as  of
          October 1, 1944, as amended by fifty-three 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 (Fifty-second); and C-2 to Form U5S
          for the year ended December 31, 1995 (Fifty-third)).

(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 File No. 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 File No. 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 File No. 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 1-2703 (Forty-eighth); 4-2 to Form
          10-K  for  the year ended December 31, 1988  in  1-2703
          (Fifty-second);  4  to Form 10-K  for  the  year  ended
          December 31, 1991 in 1-2703 (Fifty-third); 4 to Form 8-
          K  dated July 29, 1992 in 1-2703 (Fifth-fourth);  4  to
          Form  10-K  dated  December 31, 1992 in 1-2703  (Fifty-
          fifth); 4 to Form 10-Q for the quarter ended March  31,
          1993 in 1-2703 (Fifty-sixth); and 4-2 to Amendment  No.
          9 to Registration No. 2-76551 (Fifty-seventh)).

(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      --    Trust Indenture for 9.72% Debentures due July  1,
          1998 (4 in Registration No. 33-40113).

(d)4      --     Indenture   for   Unsecured  Subordinated   Debt
          Securities  relating to Trust Securities, dated  as  of
          January  15, 1997 (filed as Exhibit A-11(a) to Rule  24
          Certificate  dated February 6, 1997  in  File  No.  70-
          8721).

(d)5      --    Amended  and Restated Trust Agreement of  Entergy
          Gulf  States Capital I dated January 28, 1997 of Series
          A  Preferred  Securities (filed as Exhibit  A-13(a)  to
          Rule 24 Certificate dated February 6, 1997 in File  No.
          70-8721).

(d)6      --    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  (filed  as  Exhibit  A-14(a)  to  Rule   24
          Certificate  dated February 6, 1997  in  File  No.  70-
          8721).

Entergy Louisiana

(e)1      --    Mortgage and Deed of Trust, dated as of April  1,
          1944,  as  amended by fifty-one 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   File   No.   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) and A-2(a)  to
          Rule  24  Certificate dated April 4, 1996 in  File  No.
          70-8487 (Fifty-first)).

(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  (filed as Exhibit A-14(a)  to  Rule  24
          Certificate dated July 25, 1996 in File No. 70-8487).

(e)6      --    Amended  and Restated Trust Agreement of  Entergy
          Louisiana  Capital I dated July 16, 1996  of  Series  A
          Preferred Securities (filed as Exhibit A-16(a) to  Rule
          24  Certificate  dated July 25, 1996 in  File  No.  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  (filed  as  Exhibit  A-19(a)  to  Rule   24
          Certificate dated July 25, 1996 in File No. 70-8487).

Entergy Mississippi

(f)1      --    Mortgage and Deed of Trust, dated as of September
          1,   1944,   as  amended  by  twenty-five  Supplemental
          Indentures (7(d) in 2-5437 (Mortgage); 7(b)  in  2-7051
          (First);  7(c)  in  2-7763  (Second);  7(d)  in  2-8484
          (Third); 4(b)-4 in 2-10059 (Fourth); 2(b)-5 in  2-13942
          (Fifth); A-11 to Form U-1 in 70-4116 (Sixth); 2(b)-7 in
          2-23084   (Seventh);   4(c)-9  in   2-24234   (Eighth);
          2(b)-9(a)  in 2-25502 (Ninth); A-11(a) to Form  U-1  in
          70-4803   (Tenth);  A-12(a)  to  Form  U-1  in  70-4892
          (Eleventh);  A-13(a) to Form U-1 in 70-5165  (Twelfth);
          A-14(a) to Form U-1 in 70-5286 (Thirteenth); A-15(a) to
          Form  U-1 in 70-5371 (Fourteenth); A-16(a) to Form  U-1
          in  70-5417  (Fifteenth); A-17 to Form U-1  in  70-5484
          (Sixteenth); 2(a)-19 in 2-54234 (Seventeenth);  C-1  to
          Rule 24 Certificate in 70-6619 (Eighteenth); A-2(c)  to
          Rule 24 Certificate in 70-6672 (Nineteenth); A-2(d)  to
          Rule  24 Certificate in 70-6672 (Twentieth); C-1(a)  to
          Rule  24 Certificate in 70-6816 (Twenty-first);  C-1(a)
          to  Rule  24  Certificate  in 70-7020  (Twenty-second);
          C-1(b)    to    Rule   24   Certificate   in    70-7020
          (Twenty-third);  C-1(a)  to  Rule  24  Certificate   in
          70-7230   (Twenty-fourth);  and  A-2(a)  to   Rule   24
          Certificate in 70-7419 (Twenty-fifth)).

(f)2      --     Mortgage  and  Deed  of  Trust,  dated   as   of
          February  1,  1988,  as amended by  tenth  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); and (A-2(l) to Rule 24 Certificate dated April
          21, 1995 in File 70-7914 (Tenth)).

Entergy New Orleans

(g)1      --    Mortgage and Deed of Trust, dated as of  July  1,
          1944, as amended by eleven Supplemental Indentures (B-3
          in 2-5411 (Mortgage); 7(b) in 2-7674 (First); 4(a)-2 in
          2-10126  (Second); 4(b) in 2-12136 (Third);  2(b)-4  in
          2-17959  (Fourth);  2(b)-5 in  2-19807  (Fifth);  D  to
          Rule 24 Certificate in 70-4023 (Sixth); 2(c) in 2-24523
          (Seventh);  4(c)-9  in  2-26031  (Eighth);  2(a)-3   in
          2-50438 (Ninth); 2(a)-3 in 2-62575 (Tenth); and  A-2(b)
          to Rule 24 Certificate in 70-7262 (Eleventh)).

(g)2      --    Mortgage and Deed of Trust, dated as  of  May  1,
          1987, as amended by six 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 File No. 0-5807 (Fifth);  and
          4(a)  to  Form  8-K dated March 22, 1996  in  File  No.
          0-5807 (Sixth)).

(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 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     --   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)13     --    First Amendment to Availability Agreement,  dated
          as  of  June 30, 1977 (B to Rule 24 Certificate,  dated
          June 24, 1977, in 70-5399).

(a)14     --    Second Amendment to Availability Agreement, dated
          as  of  June 15, 1981 (E to Rule 24 Certificate,  dated
          July 1, 1981, in 70-6592).

(a)15     --    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)16     --    Fourth Amendment to Availability Agreement, dated
          as  of  June  1, 1989 (A to Rule 24 Certificate,  dated
          June 8, 1989, in 70-5399).

(a)17     --    Fifteenth  Assignment of Availability  Agreement,
          Consent  and Agreement, dated as of May 1,  1986,  with
          Deposit  Guaranty  National Bank, United  States  Trust
          Company  of  New York and Malcolm J. Hood, as  Trustees
          (B-3(b) to Rule 24 Certificate, dated June 5, 1986,  in
          70-7158).

(a)18     --    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)19     --    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)20     --   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)21     --      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)22     --      Twenty-eighth   Assignment   of    Availability
          Agreement, Consent and Agreement, dated as of  December
          17,  1993, with Chemical Bank, as Agent (B-2(a) to Rule
          24 Certificate dated December 22, 1993 in 70-7561).

(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 (filed as Exhibit B-2(a) to Rule
          24  Certificate dated August 8, 1996 in  File  No.  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 (filed as Exhibit  B-
          2(b)  to  Rule 24 Certificate dated August 8,  1996  in
          File No. 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 (filed as Exhibit
          B-2(a) to Rule 24 Certificate dated January 13, 1997 in
          File No. 70-7561).

(a)27     --    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)28     --    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)29     --    Fifteenth  Supplementary Capital Funds  Agreement
          and  Assignment, dated as of May 1, 1986, with  Deposit
          Guaranty National Bank, United States Trust Company  of
          New  York  and Malcolm J. Hood, as Trustees (B-4(b)  to
          Rule 24 Certificate, dated June 5, 1986, in 70-7158).

(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-eighth   Supplementary   Capital   Funds
          Agreement  and  Assignment, dated as  of  December  17,
          1993,  with Chemical Bank, as Agent (B-3(a) to Rule  24
          Certificate dated December 22, 1993 in 70-7561).

(a)35     --   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)36     --    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   (filed  as  Exhibit  B-3(a)   to   Rule   24
          Certificate dated August 8, 1996 in File No. 70-8511).

(a)37     --   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   (filed  as  Exhibit  B-3(b)   to   Rule   24
          Certificate dated August 8, 1996 in File No. 70-8511).

(a)38     --      Thirty-second   Supplementary   Capital   Funds
          Agreement  and  Assignment, dated as  of  December  27,
          1996, among Entergy Corporation, System Energy and  The
          Chase  Manhattan Bank (filed as Exhibit B-1(a) to  Rule
          24  Certificate  dated January 13,  1997  in  File  No.
          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    --    Agreement between Entergy Corporation  and  Edwin
          Lupberger  (10(a)-42 to Form 10-K for  the  year  ended
          December 31, 1985, in 1-3517).

(a)43     --   Reallocation Agreement, dated as of July 28, 1981,
          among  System Energy and certain other System companies
          (B-1(a) in 70-6624).

(a)44     --    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)45     --    Operating  Agreement dated as  of  May  1,  1980,
          between System Energy and SMEPA (B(2)(a) in 70-6337).

(a)46     --     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)47     --     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)48     --    Substitute Power Agreement, dated as  of  May  1,
          1980,  among  Entergy Mississippi,  System  Energy  and
          SMEPA (B(3)(a) in 70-6337).

(a)49     --    Grand  Gulf  Unit No. 2 Supplementary  Agreement,
          dated as of February 7, 1986, between System Energy and
          SMEPA (10(aaa) in 33-4033).

(a)50     --   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)51    --   Post-Retirement Plan (10(a)37 to Form 10-K for the
          year ended December 31, 1983, in 1-3517).

(a)52     --    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)53     --    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)54     --    Revised  Unit  Power Sales Agreement  (10(ss)  in
          33-4033).

(a)55     --     Middle   South  Utilities  Inc.  and  Subsidiary
          Companies Intercompany Income Tax Allocation Agreement,
          dated  April 28, 1988 (Exhibit D-1 to Form U5S for  the
          year ended December 31, 1987).

(a)56     --    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)57     --    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)58     --    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)59     --   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)60     --    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)61     --    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)62     --    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)63     --    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)64     --    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)65    --    Executive Financial Counseling Program of Entergy
          Corporation and Subsidiaries (10(a) 52 to Form 10-K for
          the year ended December 31, 1989, in 1-3517).

+(a)66    --    Entergy Corporation Annual Incentive Plan  (10(a)
          54  to  Form 10-K for the year ended December 31, 1989,
          in 1-3517).

+(a)67    --    Equity Ownership Plan of Entergy Corporation  and
          Subsidiaries (A-4(a) to Rule 24 Certificate, dated  May
          24, 1991, in 70-7831).

+(a)68    --    Retired Outside Director Benefit Plan (10(a)63 to
          Form  10-K  for the year ended December  31,  1991,  in
          1-3517).

+(a)69    --   Agreement between Entergy Corporation and Jerry D.
          Jackson. (10(a) 67 to Form 10-K for the year ended
          December 31, 1992 in 1-3517).

+(a)70    --    Agreement  between  Entergy  Services,  Inc.,   a
          subsidiary  of  Entergy  Corporation,  and  Gerald   D.
          McInvale  (10(a)  68 to Form 10-K for  the  year  ended
          December 31, 1992 in 1-3517).

+(a)71    --   Supplemental Retirement Plan (10(a) 69 to Form 10-
          K for the year ended December 31, 1992 in 1-3517).

+(a)72    --    Defined Contribution Restoration Plan of  Entergy
          Corporation and Subsidiaries (10(a)53 to Form 10-K  for
          the year ended December 31, 1989 in 1-3517).

+(a)73    --    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)74    --    Executive Disability Plan of Entergy  Corporation
          and  Subsidiaries (10(a) 72 to Form 10-K for  the  year
          ended December 31, 1992 in 1-3517).

+(a)75    --    Executive Medical Plan of Entergy Corporation and
          Subsidiaries (10(a) 73 to Form 10-K for the year  ended
          December 31, 1992 in 1-3517).

+(a)76    --    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)77    --    Summary Description of Private Ownership  Vehicle
          Plan of Entergy Corporation and Subsidiaries (10(a)  75
          to Form 10-K for the year ended December 31, 1992 in 1-
          3517).

(a)78     --    Agreement  and  Plan  of  Reorganization  Between
          Entergy  Corporation and Gulf States Utilities Company,
          dated  June  5, 1992 (1 to Current Report on  Form  8-K
          dated June 5, 1992 in 1-3517).

+(a)79    --   Amendment to Defined Contribution Restoration Plan
          of  Entergy Corporation and Subsidiaries (10(a)  81  to
          Form  10-K for the year ended December 31, 1993  in  1-
          11299).

+(a)80    --   System Executive Retirement Plan (10(a) 82 to Form
          10-K for the year ended December 31, 1993 in 1-11299).

System Energy

(b)1 through
(b)15     --   See 10(a)-12 through 10(a)-26 above.

(b)16 through
(b)30     --   See 10(a)-27 through 10(a)-41 above.

(b)31     --   Reallocation Agreement, dated as of July 28, 1981,
          among  System Energy and certain other System companies
          (B-1(a) in 70-6624).

(b)32     --    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)33     --    Operating  Agreement, dated as of  May  1,  1980,
          between System Energy and SMEPA (B(2)(a) in 70-6337).

(b)34     --     Installment   Sale  Agreement,   dated   as   of
          December  1,  1983 between System Energy and  Claiborne
          County,  Mississippi (B-1 to First Rule 24  Certificate
          in 70-6913).

(b)35     --    Installment Sale Agreement, dated as of  June  1,
          1984,  between  System  Energy  and  Claiborne  County,
          Mississippi  (B-2  to  Second Rule  24  Certificate  in
          70-6913).

(b)36     --     Installment   Sale  Agreement,   dated   as   of
          December  1, 1984, between System Energy and  Claiborne
          County,  Mississippi (B-1 to First Rule 24  Certificate
          in 70-7026).

(b)37     --    Installment Sale Agreement, dated as  of  May  1,
          1986,  between  System  Energy  and  Claiborne  County,
          Mississippi (B-1(b) to Rule 24 Certificate in 70-7158).

(b)38     --    Amended  and Restated Installment Sale Agreement,
          dated  as  of  May 1, 1995, between System  Energy  and
          Claiborne  County,  Mississippi  (B-6(a)  to  Rule   24
          Certificate in 70-8511).

(b)39     - Amended and Restated Installment Sale Agreement, dated
          as of February 15, 1996, between System Energy and Claiborne
          County, Mississippi (filed as Exhibit B-6(a) to Rule 24
          Certificate dated March 4, 1996 in File No. 70-8511).

(b)40     --    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)41     --   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)42     --     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)43     --     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)44     --   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)45     --    Substitute Power Agreement, dated as  of  May  1,
          1980,  among  Entergy Mississippi,  System  Energy  and
          SMEPA (B(3)(a) in 70-6337).

(b)46     --    Grand  Gulf  Unit No. 2 Supplementary  Agreement,
          dated as of February 7, 1986, between System Energy and
          SMEPA (10(aaa) in 33-4033).

(b)47     --    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)48     --   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)49     --    Revised  Unit  Power Sales Agreement  (10(ss)  in
          33-4033).

(b)50     --   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)51     --    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)52     --    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)53     --    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)54     --     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)55     --     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)56     --    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)57     --    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)58     --    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)59     --    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)60     --    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)61     --    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)62     --   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)63     --    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)64    --    Agreement  between System Energy  and  Donald  C.
          Hintz   (10(b)47  to  Form  10-K  for  the  year  ended
          December 31, 1991, in 1-9067).

+(b)65    --    Agreement between Entergy Corporation  and  Edwin
          Lupberger  (10(a)-42 to Form 10-K for  the  year  ended
          December 31, 1985 in 1-3517).

+(b)66    --    Agreement between Entergy Services and Gerald  D.
          McInvale  (10(a)-69  to Form 10-K for  the  year  ended
          December 31, 1992 in 1-3517).

(b)67     --    Amended  and  Restated  Reimbursement  Agreement,
          dated  as of December 1,1988 as amended and restated as 
          of December  27, 1996, among  System  Energy Resources, 
          Inc., The  Bank  of Tokyo-Mitsubishi,  Ltd., as Funding 
          Bank  and  The  Chase  Manhattan  Bank (as successor by  
          merger  with  Chemical  Bank), as  administrating bank,
          Union Bank of California, N.A., as documentation agent,
          and the Banks named therein, as Participating  Banks (B-
          3(a)  to Rule 24 Certificate dated January 13, 1997  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)26     --   See 10(a)-12 through 10(a)-26 above.

(c)27     --    Agreement, dated August 20, 1954, between Entergy
          Arkansas  and the United States of America  (SPA)(13(h)
          in 2-11467).

(c)28     --    Amendment,  dated April 19, 1955, to  the  United
          States of America (SPA) Contract, dated August 20, 1954
          (5(d)-2 in 2-41080).

(c)29     --    Amendment, dated January 3, 1964, to  the  United
          States of America (SPA) Contract, dated August 20, 1954
          (5(d)-3 in 2-41080).

(c)30     --    Amendment, dated September 5, 1968, to the United
          States of America (SPA) Contract, dated August 20, 1954
          (5(d)-4 in 2-41080).

(c)31     --    Amendment, dated November 19, 1970, to the United
          States of America (SPA) Contract, dated August 20, 1954
          (5(d)-5 in 2-41080).

(c)32     --    Amendment,  dated July 18, 1961,  to  the  United
          States of America (SPA) Contract, dated August 20, 1954
          (5(d)-6 in 2-41080).

(c)33     --    Amendment, dated December 27, 1961, to the United
          States of America (SPA) Contract, dated August 20, 1954
          (5(d)-7 in 2-41080).

(c)34     --    Amendment, dated January 25, 1968, to the  United
          States of America (SPA) Contract, dated August 20, 1954
          (5(d)-8 in 2-41080).

(c)35     --    Amendment, dated October 14, 1971, to the  United
          States of America (SPA) Contract, dated August 20, 1954
          (5(d)-9 in 2-43175).

(c)36     --    Amendment, dated January 10, 1977, to the  United
          States of America (SPA) Contract, dated August 20, 1954
          (5(d)-10 in 2-60233).

(c)37     --    Agreement,  dated May 14, 1971,  between  Entergy
          Arkansas  and the United States of America (SPA)  (5(e)
          in 2-41080).

(c)38     --    Amendment, dated January 10, 1977, to the  United
          States  of America (SPA) Contract, dated May  14,  1971
          (5(e)-1 in 2-60233).

(c)39     --     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)40     --    Agreement,  dated April 3, 1972, between  Entergy
          Services  and  Gulf  United Nuclear  Fuels  Corporation
          (5(l)-3 in 2-46152).

(c)41     --   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)42     --    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)43     --    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)44     --    Agreement,  dated June 29, 1979, between  Entergy
          Arkansas  and  City  of  Conway,  Arkansas  (5(r)-3  in
          2-66235).

(c)45     --    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)46     --    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)47     --    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)48     --     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)49     --    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)50     --     Amendment,  dated  December  28,  1979,  to  the
          Independence Steam Electric Station Ownership Agreement
          (5(r)-7(a) in 2-66235).

(c)51     --     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)52     --    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)53     --    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)54     --    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)55     --    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)56     --    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)57     --   Reallocation Agreement, dated as of July 28, 1981,
          among  System Energy and certain other System companies
          (B-1(a) in 70-6624).

+(c)58    --    Post-Retirement Plan (10(b) 55 to Form  10-K  for
          the year ended December 31, 1983, in 1-10764).

(c)59     --    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)60     --    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)61     --    Revised  Unit  Power Sales Agreement  (10(ss)  in
          33-4033).

(c)62     --   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)63     --     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)64     --    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)65     --    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)66     --    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)67     --     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)68     --    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)69     --   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)70     --   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)71     --    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)72     --   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)73     --     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)74     --     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)75     --    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)76    --    Executive Financial Counseling Program of Entergy
          Corporation and Subsidiaries (10(a)52 to Form 10-K  for
          the year ended December 31, 1989, in 1-3517).

+(c)77    --   Entergy Corporation Annual Incentive Plan (10(a)54
          to  Form 10-K for the year ended December 31, 1989,  in
          1-3517).

+(c)78    --    Equity Ownership Plan of Entergy Corporation  and
          Subsidiaries  (A-4(a)  to Rule  24  Certificate,  dated
          May 24, 1991, in 70-7831).

+(c)79    --    Agreement between Arkansas Power & Light  Company
          and R. Drake Keith. (10(c) 78 to Form 10-K for the year
          ended December 31, 1992 in 1-10764).

+(c)80    --   Supplemental Retirement Plan (10(a)69 to Form 10-K
          for the year ended December 31, 1992 in 1-3517).

+(c)81    --    Defined Contribution Restoration Plan of  Entergy
          Corporation and Subsidiaries (10(a)53 to Form 10-K  for
          the year ended December 31, 1989 in 1-3517).

+(c)82    --    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).

+(c)83    --    Executive Disability Plan of Entergy  Corporation
          and  Subsidiaries (10(a)72 to Form 10-K  for  the  year
          ended December 31, 1992 in 1-3517).

+(c)84    --    Executive Medical Plan of Entergy Corporation and
          Subsidiaries (10(a)73 to Form 10-K for the  year  ended
          December 31, 1992 in 1-3517).

+(c)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).

+(c)86    --    Summary Description of Private Ownership  Vehicle
          Plan  of  Entergy Corporation and Subsidiaries (10(a)75
          to  Form  10-K for the year ended December 31, 1992  in
          1-3517).

+(c)87    --    Agreement between Entergy Corporation  and  Edwin
          Lupberger  (10(a)-42 to Form 10-K for  the  year  ended
          December 31, 1985 in 1-3517).

+(c)88    --   Agreement between Entergy Corporation and Jerry D.
          Jackson  (10(a)-68  to Form 10-K  for  the  year  ended
          December 31, 1992 in 1-3517).

+(c)89    --    Agreement between Entergy Services and Gerald  D.
          McInvale  (10(a)-69  to Form 10-K for  the  year  ended
          December 31, 1992 in 1-3517).

+(c)90    --    Agreement  between System Energy  and  Donald  C.
          Hintz  (10(b)-47  to  Form  10-K  for  the  year  ended
          December 31, 1991 in 1-9067).

+(c)91    --    Summary  Description of Retired Outside  Director
          Benefit Plan. (10(c) 90 to Form 10-K for the year ended
          December 31, 1992 in 1-10764).

+(c)92    --   Amendment to Defined Contribution Restoration Plan
          of  Entergy Corporation and Subsidiaries (10(a)  81  to
          Form  10-K for the year ended December 31, 1993  in  1-
          11299).

+(c)93    --   System Executive Retirement Plan (10(a) 82 to Form
          10-K for the year ended December 31, 1993 in 1-11299).

(c)94     --    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)95     --    Installment Sale Agreement dated January 1, 1991,
          between Entergy Arkansas and Pope Country, Arkansas (B-
          1  (b) to Rule 24 Certificate dated January 24, 1991 in
          70-7802).

(c)96     --   Installment Sale Agreement dated November 1, 1990,
          between Entergy Arkansas and Pope Country, Arkansas (B-
          1 (a) to Rule 24 Certificate dated November 30, 1990 in
          70-7802).

(c)97     --         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)98     --         Loan  Agreement dated June 15, 1994, between
          Entergy  Arkansas and Pope County, Arkansas (B-1(b)  to
          Rule 24 Certificate in 70-8405).

(c)99     --         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)100--  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).

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 1-2703).

(d)2      --    Lease of Railroad Equipment, dated as of December
          1, 1981, between The Connecticut Bank and Trust Company
          as  Lessor and Entergy Gulf States as Lessee and  First
          Supplement, dated as of December 31, 1981, relating  to
          605  One Hundred-Ton Unit Train Steel Coal Porter  Cars
          (4-12 to Form 10-K for the year ended December 31, 1981
          in 1-2703).

(d)3      --    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 1-2703).

(d)4      --   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-
          2703).

(d)5      --    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
          1-2703).

(d)6      --    Letter  of  Credit  and Reimbursement  Agreement,
          dated  December 27, 1985, between Entergy  Gulf  States
          and  Westpac  Banking Corporation relating to  Variable
          Rate  Demand  Pollution Control Revenue  Bonds  of  the
          Parish  of  West Feliciana, State of Louisiana,  Series
          1985-D  (4-26 to Form 10-K for the year ended  December
          31,  1985 in 1-2703) and Letter Agreement amending same
          dated October 20, 1992 (10-3 to Form 10-K for the  year
          ended December 31, 1992 in 1-2703).

(d)7      --    Reimbursement  and Loan Agreement,  dated  as  of
          April 23, 1986, by and between Entergy Gulf States  and
          The  Long-Term Credit Bank of Japan, Ltd., relating  to
          Multiple Rate Demand Pollution Control Revenue Bonds of
          the  Parish  of  West  Feliciana, State  of  Louisiana,
          Series  1985  (4-26 to Form 10-K, for  the  year  ended
          December  31,  1986  in  1-2703) and  Letter  Agreement
          amending same, dated February 19, 1993 (10 to Form 10-K
          for the year ended December 31, 1992 in 1-2703).

(d)8      --    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 1-2708).

(d)9      --     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 1-2703).

(d)10     --    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 1-2703).

(d)11     --    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 1-2703).

(d)12     --   Lease Agreement, dated September 18, 1980, between
          BLC Corporation and Entergy Gulf States (1 to Form 8-K,
          dated October 6, 1980 in 1-2703).

(d)13     --     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 1-2703); Amendment No.  1,  dated
          December  12,  1980 (7 to Form 8-K, dated  January  29,
          1981  in  1-2703); Amendment No. 2, dated December  29,
          1980 (8 to Form 8-K, dated January 29, 1981 in 1-2703).

(d)14     --   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 1-2703).

(d)15     --    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 1-2703).

+(d)16    --    Executive Income Security Plan, effective October
          1,  1980, as amended, continued and completely restated
          effective  as of March 1, 1991 (10-2 to Form  10-K  for
          the year ended December 31, 1991 in 1-2703).

(d)17     --    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 1-2703) and Amendment, dated December 6, 1983 (10-43
          to Form 10-K, for the year ended December 31, 1983 in 1-
          2703).

(d)18     --   Lease Agreement dated as of June 29, 1983, between
          Entergy  Gulf  States and City National Bank  of  Baton
          Rouge, as Owner Trustee, in connection with the leasing
          of  a Simulator and Training Center for River Bend Unit
          1  (A-2-a  to Form 10-Q for the quarter ended June  30,
          1983  in 1-2703) and Amendment, dated December 14, 1984
          (10-55  to  Form 10-K, for the year ended December  31,
          1984 in 1-2703).

(d)19     --    Participation Agreement, dated  as  of  June  29,
          1983, among Entergy Gulf States, City National Bank  of
          Baton  Rouge,  PruFunding, Inc. Bank of  the  Southwest
          National Association, Houston and Bankers Life Company,
          in  connection  with  the leasing of  a  Simulator  and
          Training Center of River Bend Unit 1 (A-2-b to Form 10-
          Q for the quarter ended June 30, 1983 in 1-2703).

(d)20     --    Tax  Indemnity Agreement, dated as  of  June  29,
          1983, between Entergy Gulf States and PruFunding, Inc.,
          in  connection  with  the leasing of  a  Simulator  and
          Training Center for River Bend Unit I (A-2-c to Form 10-
          Q for the quarter ended June 30, 1993 in 1-2703).

(d)21     --    Agreement to Lease, dated as of August 28,  1985,
          among  Entergy Gulf States, City National Bank of Baton
          Rouge,  as  Owner Trustee, and Prudential  Interfunding
          Corp.,  as  Trustor, in connection with the leasing  of
          improvement  to a Simulator and Training  Facility  for
          River  Bend  Unit I (10-69 to Form 10-K, for  the  year
          ended December 31, 1985 in 1-2703).

(d)22     --     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 1-2703).

+(d)23    --     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-
          2703).  Amendment  dated  December  4,  1991  (10-3  to
          Amendment No. 8 in Registration No. 2-76551).

+(d)24    --    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
          1-2703).

+(d)25    --    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 1-2703).

+(d)26    --     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)27    --     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 1-2703).

(d)28     --    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-
          2703).

(d)29     --    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
          1-2703).

(d)30     --    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 1-2703).

(d)31     --    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).

(d)32     --    Credit Agreement, dated as of December 29,  1993,
          among  River  Bend  Fuel  Services,  Inc.  and  Certain
          Commercial Lending Institutions and CIBC Inc. as  Agent
          for  the Lenders (10(d) 34 to Form 10-K for year  ended
          December 31, 1994).

(d)33     --    Amendment No. 1 dated as of January 31, to Credit
          Agreement,  dated as of December 31, 1993, among  River
          Bend Fuel Services, Inc. and certain commercial lending
          institutions and CIBC Inc. as agent for Lenders  (10(d)
          33 to Form 10-K for the year ended December 31, 1995).

(d)34     --    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-
          2703).

+(d)35    --   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 1-2703).

+(d)36    --   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 1-2703).

+(d)37    --     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 1-2703).

+(d)38    --    Gulf  States Utilities Company Employees' Trustee
          Retirement  Plan  effective July 1,  1955  as  amended,
          continued and completely restated effective January  1,
          1989; and Amendment No.1 effective January 1, 1993 (10-
          6  to Form 10-K for the year ended December 31, 1992 in
          1-2703).

(d)39     --    Agreement and Plan of Reorganization, dated  June
          5,  1992,  between  Entergy  Gulf  States  and  Entergy
          Corporation (2 to Form 8-K, dated June 8,  1992  in  1-
          2703).

+(d)40    --    Gulf  States  Utilities  Company  Employee  Stock
          Ownership  Plan, as amended, continued, and  completely
          restated effective January 1, 1984, and January 1, 1985
          (A to Form 11-K, dated December 31, 1985 in 1-2703).

+(d)41    --    Trust  Agreement under the Gulf States  Utilities
          Company  Employee Stock Ownership Plan, dated  December
          30, 1976, between Entergy Gulf States and the Louisiana
          National Bank, as Trustee (2-A to Registration  No.  2-
          62395).

+(d)42    --    Letter Agreement dated September 7, 1977  between
          Entergy Gulf States and the Trustee, delegating certain
          of  the Trustee's functions to the ESOP Committee  (2-B
          to Registration Statement No. 2-62395).

+(d)43    --    Gulf  States  Utilities Company Employees  Thrift
          Plan  as  amended,  continued and  completely  restated
          effective as of January 1, 1992 (28-1 to Amendment  No.
          8 to Registration No. 2-76551).

+(d)44    --    Restatement  of Trust Agreement  under  the  Gulf
          States   Utilities  Company  Employees   Thrift   Plan,
          reflecting  changes  made  through  January  1,   1989,
          between Entergy Gulf States and First City Bank, Texas-
          Beaumont, N.A., (now Texas Commerce Bank ), as  Trustee
          (2-A to Form 8-K dated October 20, 1989 in 1-2703).

(d)45     --   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)46     --    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)47     --    Service Agreement with Entergy Services, dated as
          of  December 31, 1993 (B-6(c) to Rule 24 Certificate in
          70-8059).

+(d)48    --    Amendment to Employment Agreement between  J.  L.
          Donnelly  and  Entergy Gulf States, dated December  22,
          1993 (10(d) 57 to Form 10-K for the year ended December
          31, 1993 in 1-2703).

(d)49     --    Assignment, Assumption and Amendment Agreement to
          Letter  of  Credit and Reimbursement Agreement  between
          Entergy Gulf States, Canadian Imperial Bank of Commerce
          and  Westpac Banking Corporation (10(d) 58 to Form 10-K
          for the year ended December 31, 1993 in 1-2703).

(d)50     --   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)51     --    Refunding Agreement between Entergy  Gulf  States
          and  West Feliciana Parish (dated December 20, 1994 (B-
          12(a) to Rule 24 Certificate dated December 30, 1994 in
          70-8375).

*(d)52    --         Agreement  as  to Expenses  and  Liabilities
          between  Entergy  Gulf States and Entergy  Gulf  States
          Capital I, dated as of January 28, 1997.

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)26     --   See 10(a)-12 through 10(a)-26 above.

(e)27     --    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)28     --   Reallocation Agreement, dated as of July 28, 1981,
          among  System Energy and certain other System companies
          (B-1(a) in 70-6624).

(e)29     --   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)30    --   Post-Retirement Plan (10(c)23 to Form 10-K for the
          year ended December 31, 1983, in 1-8474).

(e)31     --    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)32     --   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)33     --    Revised  Unit  Power Sales Agreement  (10(ss)  in
          33-4033).

(e)34     --     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)35     --    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)36     --    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)37     --    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)38     --   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)39     --   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)40     --    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)41    --    Executive Financial Counseling Program of Entergy
          Corporation and Subsidiaries (10(a) 52 to Form 10-K for
          the year ended December 31, 1989, in 1-3517).

+(e)42    --    Entergy Corporation Annual Incentive Plan  (10(a)
          54  to  Form 10-K for the year ended December 31, 1989,
          in 1-3517).

+(e)43    --    Equity Ownership Plan of Entergy Corporation  and
          Subsidiaries  (A-4(a)  to Rule  24  Certificate,  dated
          May 24, 1991, in 70-7831).

+(e)44    --     Supplemental  Retirement  Plan  (10(a)   69   to
          Form  10-K  for  the year ended December  31,  1992  in
          1-3517).

+(e)45    --    Defined Contribution Restoration Plan of  Entergy
          Corporation and Subsidiaries (10(a) 53 to Form 10-K for
          the year ended December 31, 1989 in 1-3517).

+(e)46    --    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).

+(e)47    --    Executive Disability Plan of Entergy  Corporation
          and  Subsidiaries (10(a) 72 to Form 10-K for  the  year
          ended December 31, 1992 in 1-3517).

+(e)48    --    Executive Medical Plan of Entergy Corporation and
          Subsidiaries (10(a) 73 to Form 10-K for the year  ended
          December 31, 1992 in 1-3517).

+(e)49    --    Stock  Plan  for  Outside  Directors  of  Entergy
          Corporation and Subsidiaries (10(a) 74 to Form 10-K for
          the year ended December 31, 1992 in 1-3517).

+(e)50    --    Summary Description of Private Ownership  Vehicle
          Plan of Entergy Corporation and Subsidiaries (10(a)  75
          to  Form  10-K for the year ended December 31, 1992  in
          1-3517).

+(e)51    --    Agreement between Entergy Corporation  and  Edwin
          Lupberger  (10(a) 42 to Form 10-K for  the  year  ended
          December 31, 1985 in 1-3517).

+(e)52    --   Agreement between Entergy Corporation and Jerry D.
          Jackson  (10(a)  68  to Form 10-K for  the  year  ended
          December 31, 1992 in 1-3517).

+(e)53    --    Agreement between Entergy Services and Gerald  D.
          McInvale  (10(a)  69 to Form 10-K for  the  year  ended
          December 31, 1992 in 1-3517).

+(e)54    --    Agreement  between System Energy  and  Donald  C.
          Hintz  (10(b)  47  to  Form 10-K  for  the  year  ended
          December 31, 1991 in 1-9067).

+(e)55    --    Summary  Description of Retired Outside  Director
          Benefit  Plan (10(c)90 to Form 10-K for the year  ended
          December 31, 1992 in 1-10764).

+(e)56    --   Amendment to Defined Contribution Restoration Plan
          of  Entergy Corporation and Subsidiaries (10(a)  81  to
          Form  10-K for the year ended December 31, 1993  in  1-
          11299).

+(e)57    --   System Executive Retirement Plan (10(a) 82 to Form
          10-K for the year ended December 31, 1993 in 1-11299).

(e)58     --    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)59     --    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)60     --    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 though
(f)26     --   See 10(a)-12 - 10(a)-26 above.

(f)27     --    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)28     --    Installment Sale Agreement, dated as of  July  1,
          1982,  between  Entergy  Mississippi  and  Independence
          County, Arkansas, (B-1(c) to Rule 24 Certificate  dated
          July 21, 1982, in 70-6672).

(f)29     --    Installment Sale Agreement, dated as of  December
          1,  1982,  between Entergy Mississippi and Independence
          County, Arkansas, (B-1(d) to Rule 24 Certificate  dated
          December 7, 1982, in 70-6672).

(f)30     --    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)31     --    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)32     --    Substitute Power Agreement, dated as  of  May  1,
          1980,  among  Entergy Mississippi,  System  Energy  and
          SMEPA (B-3(a) in 70-6337).

(f)33     --     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)34     --     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)35     --    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)36     --    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)37     --   Reallocation Agreement, dated as of July 28, 1981,
          among  System Energy and certain other System companies
          (B-1(a) in 70-6624).

+(f)38    --    Post-Retirement Plan (10(d) 24 to Form  10-K  for
          the year ended December 31, 1983, in 0-320).

(f)39     --    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)40     --   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)41     --    Revised  Unit  Power Sales Agreement  (10(ss)  in
          33-4033).

(f)42     --    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)43     --    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)44     --     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)45     --     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)46     --    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)47     --    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)48     --    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)49    --    Executive Financial Counseling Program of Entergy
          Corporation and Subsidiaries (10(a) 52 to Form 10-K for
          the year ended December 31, 1989, in 1-3517).

+(f)50    --    Entergy Corporation Annual Incentive Plan  (10(a)
          54  to  Form 10-K for the year ended December 31, 1989,
          in 1-3517).

+(f)51    --    Equity Ownership Plan of Entergy Corporation  and
          Subsidiaries  (A-4(a)  to Rule  24  Certificate,  dated
          May 24, 1991, in 70-7831).

+(f)52    --   Supplemental Retirement Plan (10(a)69 to Form 10-K
          for the year ended December 31, 1992 in 1-3517).

+(f)53    --    Defined Contribution Restoration Plan of  Entergy
          Corporation and Subsidiaries (10(a)53 to Form 10-K  for
          the year ended December 31, 1989 in 1-3517).

+(f)54    --    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).

+(f)55    --    Executive Disability Plan of Entergy  Corporation
          and  Subsidiaries (10(a)72 to Form 10-K  for  the  year
          ended December 31, 1992 in 1-3517).

+(f)56    --    Executive Medical Plan of Entergy Corporation and
          Subsidiaries (10(a)73 to Form 10-K for the  year  ended
          December 31, 1992 in 1-3517).

+(f)57    --    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).

+(f)58    --    Summary Description of Private Ownership  Vehicle
          Plan  of  Entergy Corporation and Subsidiaries (10(a)75
          to  Form  10-K for the year ended December 31, 1992  in
          1-3517).

+(f)59    --    Agreement between Entergy Corporation  and  Edwin
          Lupberger  (10(a)-42 to Form 10-K for  the  year  ended
          December 31, 1985 in 1-3517).

+(f)60    --   Agreement between Entergy Corporation and Jerry D.
          Jackson  (10(a)-68  to Form 10-K  for  the  year  ended
          December 31, 1992 in 1-3517).

+(f)61    --    Agreement between Entergy Services and Gerald  D.
          McInvale  (10(a)-69  to Form 10-K for  the  year  ended
          December 31, 1992 in 1-3517).

+(f)62    --    Agreement  between System Energy  and  Donald  C.
          Hintz  (10(b)-47  to  Form  10-K  for  the  year  ended
          December 31, 1991 in 1-9067).

+(f)63    --    Summary  Description of Retired Outside  Director
          Benefit Plan (10(c)-90 to Form 10-K for the year  ended
          December 31, 1992 in 1-10764).

+(f)64    --   Amendment to Defined Contribution Restoration Plan
          of  Entergy Corporation and Subsidiaries (10(a)  81  to
          Form  10-K for the year ended December 31, 1993  in  1-
          11299).

+(f)65    --   System Executive Retirement Plan (10(a) 82 to Form
          10-K for the year ended December 31, 1993 in 1-11299).

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
(g)26     --   See 10(a)-12 - 10(a)-26 above.

(g)27     --   Reallocation Agreement, dated as of July 28, 1981,
          among  System Energy and certain other System companies
          (B-1(a) in 70-6624).

+(g)28    --    Post-Retirement Plan (10(e) 22 to Form  10-K  for
          the year ended December 31, 1983, in 1-1319).

(g)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).

(g)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).

(g)31     --    Revised  Unit  Power Sales Agreement  (10(ss)  in
          33-4033).

(g)32     --    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)33     --     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)34     --    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)35     --    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)36     --    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)37    --    Executive Financial Counseling Program of Entergy
          Corporation and Subsidiaries (10(a)52 to Form 10-K  for
          the year ended December 31, 1989, in 1-3517).

+(g)38    --   Entergy Corporation Annual Incentive Plan (10(a)54
          to  Form 10-K for the year ended December 31, 1989,  in
          1-3517).

+(g)39    --    Equity Ownership Plan of Entergy Corporation  and
          Subsidiaries  (A-4(a)  to Rule  24  Certificate,  dated
          May 24, 1991, in 70-7831).

+(g)40    --   Supplemental Retirement Plan (10(a)69 to Form 10-K
          for the year ended December 31, 1992 in 1-3517).

+(g)41    --    Defined Contribution Restoration Plan of  Entergy
          Corporation and Subsidiaries (10(a)53 to Form 10-K  for
          the year ended December 31, 1989 in 1-3517).

+(g)42    --    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).

+(g)43    --    Executive Disability Plan of Entergy  Corporation
          and  Subsidiaries (10(a)72 to Form 10-K  for  the  year
          ended December 31, 1992 in 1-3517).

+(g)44    --    Executive Medical Plan of Entergy Corporation and
          Subsidiaries (10(a)73 to Form 10-K for the  year  ended
          December 31, 1992 in 1-3517).

+(g)45    --    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).

+(g)46    --    Summary Description of Private Ownership  Vehicle
          Plan  of  Entergy Corporation and Subsidiaries (10(a)75
          to  Form  10-K for the year ended December 31, 1992  in
          1-3517).

+(g)47    --    Agreement between Entergy Corporation  and  Edwin
          Lupberger  (10(a)-42 to Form 10-K for  the  year  ended
          December 31, 1985 in 1-3517).

+(g)48    --   Agreement between Entergy Corporation and Jerry D.
          Jackson  (10(a)-68  to Form 10-K  for  the  year  ended
          December 31, 1992 in 1-3517).

+(g)49    --    Agreement between Entergy Services and Gerald  D.
          McInvale  (10(a)-69  to Form 10-K for  the  year  ended
          December 31, 1992 in 1-3517).

+(g)50    --    Agreement  between System Energy  and  Donald  C.
          Hintz  (10(b)-47  to  Form  10-K  for  the  year  ended
          December 31, 1991 in 1-9067).

+(g)51    --    Summary  Description of Retired Outside  Director
          Benefit Plan (10(c)-90 to Form 10-K for the year  ended
          December 31, 1992 in 1-10764).

+(g)52    --   Amendment to Defined Contribution Restoration Plan
          of  Entergy Corporation and Subsidiaries (10(a)  81  to
          Form  10-K for the year ended December 31, 1993  in  1-
          11299).

+(g)53    --   System Executive Retirement Plan (10(a) 82 to Form
          10-K for the year ended December 31, 1993 in 1-11299).

(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.

 (18)  Letter Re Change in Accounting Principles
 
*(a)      Letter from Coopers & Lybrand L.L.P. regarding change in
          accounting principles for System Energy.

*(b)      Letter from Coopers & Lybrand L.L.P. regarding change in
          accounting principles for Entergy.


*(21)  Subsidiaries of the Registrants

 (23)  Consents of Experts and Counsel

*(a)      The  consent  of Coopers & Lybrand L.L.P. is  contained
          herein at page 211.

*(b)      The  consent of Sandlin Associates is contained  herein
          at page 213.

*(24)  Powers of Attorney

  (27)  Financial Data Schedule

*(a)      Financial  Data  Schedule for Entergy  Corporation  and
          Subsidiaries as of December 31, 1996.

*(b)      Financial  Data  Schedule for Entergy  Arkansas  as  of
          December 31, 1996.

*(c)      Financial Data Schedule for Entergy Gulf States  as  of
          December 31, 1996.

*(d)      Financial  Data  Schedule for Entergy Louisiana  as  of
          December 31, 1996.

*(e)      Financial Data Schedule for Entergy Mississippi  as  of
          December 31, 1996.

*(f)      Financial Data Schedule for Entergy New Orleans  as  of
          December 31, 1996.

*(g)      Financial  Data  Schedule  for  System  Energy  as   of
          December 31, 1996.

_________________

*  Filed herewith.
+  Management contracts or compensatory plans or arrangements.