______________________________________________________________________
                       _________________________
                                   
                  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 [FEE REQUIRED]

          For the Fiscal Year Ended December 31, 1995

                                OR

          TRANSITION REPORT PURSUANT TO SECTION 13
          OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934 [NO FEE REQUIRED]

          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         ARKANSAS POWER & LIGHT COMPANY         71-0005900
                (an Arkansas corporation)              
                425 West Capitol Avenue, 40th Floor    
                Little Rock, Arkansas 72201            
                Telephone (501) 377-4000               
                                                       
1-2703          GULF STATES UTILITIES COMPANY          74-0662730
                (a Texas corporation)                  
                350 Pine Street                        
                Beaumont, Texas  77701                 
                Telephone (409) 838-6631               
                                                       
1-8474          LOUISIANA POWER & LIGHT COMPANY        72-0245590
                (a Louisiana corporation)              
                639 Loyola Avenue                      
                New Orleans, Louisiana 70113           
                Telephone (504) 529-5262               
                                                       
0-320           MISSISSIPPI POWER & LIGHT COMPANY      64-0205830
                (a Mississippi corporation)            
                308 East Pearl Street                  
                Jackson, Mississippi 39201             
                Telephone (601) 368-5000               
                                                       
0-5807          NEW ORLEANS PUBLIC SERVICE 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:

                                                       Name of Each Exchange
Registrant              Title of Class                 on Which Registered
------------            ----------------               -------------------

Entergy Corporation     Common Stock, $0.01 Par Value  New York Stock
                        - 227,770,617                  Exchange, Inc.
                          Shares outstanding at        Chicago Stock
                        February 29, 1996              Exchange
                                                         Incorporated
                                                       Pacific Stock
                                                       Exchange
                                                         Incorporated

Arkansas Power & Light  $2.40 Preferred Stock,         New York Stock
Company                 Cumulative,  $0.01 Par         Exchange, Inc.
                          Value ($25 Involuntary       
                        Liquidation Value)
                        
Gulf States Utilities   Preferred Stock, Cumulative,
Company                 $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     New York Stock
                        (Depository Receipts)          Exchange, Inc.
                                                       

                        Preference Stock, Cumulative,  New York Stock
                        without Par Value              Exchange, Inc.
                          $1.75 Dividend Series        
                                                       
Louisiana Power &       9.68% Preferred Stock,         New York Stock
Light Company           Cumulative, $25 Par            Exchange, Inc.
                          Value
                        12.64% Preferred Stock,        New York Stock
                        Cumulative, $25 Par            Exchange, Inc.
                          Value

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

Registrant                Title of Class
-----------               --------------------
                          
Arkansas Power & Light    Preferred Stock, Cumulative, $100
Company                   Par Value
                          Preferred Stock, Cumulative, $25
                          Par Value
                          Preferred Stock, Cumulative,
                          $0.01 Par Value
                          
Gulf States Utilities     Preferred Stock, Cumulative, $100
Company                   Par Value
                          
Louisiana Power & Light   Preferred Stock, Cumulative, $100
Company                   Par Value
                          Preferred Stock, Cumulative, $25
                          Par Value
                          
Mississippi Power &       Preferred Stock, Cumulative, $100
Light Company             Par Value
                          
New Orleans Public        Preferred Stock, Cumulative, $100
Service Inc.              Par Value

<PAGE>

     Indicate by check mark whether the registrants (1) have filed all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act  of  1934 during the preceding 12 months  (or  for  such
shorter  period  that  the  registrants were  required  to  file  such
reports),  and  (2) have been subject to such filing requirements  for
the past 90 days.  Yes X   No ____

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

      The  aggregate market value of Entergy Corporation Common Stock,
$0.01  Par Value, held by non affiliates, was $6.5 billion  based
on  the  reported last sale price of such stock on the New York  Stock
Exchange on February 29, 1996.  Entergy Corporation is the sole holder
of  the  common stock of Arkansas Power & Light Company,  Gulf  States
Utilities Company, Louisiana Power & Light Company, Mississippi  Power
&  Light  Company, New Orleans Public Service Inc., and System  Energy
Resources, Inc.

                                   
                  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 2, 1996, 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                                    40
     Item   3.      Legal Proceedings                             40
     Item   4.      Submission of Matters to a Vote of Security
                    Holders                                       40
Part II
     Item   5.      Market for Registrants' Common Equity and
                    Related Stockholder Matters                   40
     Item   6.      Selected Financial Data                       41
     Item   7.      Management's Discussion and Analysis of
                    Financial Condition and Results of Operations 41
     Item   8.      Financial Statements and Supplementary Data   42
     Item   9.      Changes in and Disagreements with Accountants
                    on Accounting and Financial Disclosure        184
Part III
     Item 10.       Directors and Executive Officers of the
                    Registrants                                   184
     Item 11.       Executive Compensation                        194
     Item 12.       Security Ownership of Certain Beneficial
                    Owners and Management                         200
     Item 13.       Certain Relationships and Related
                    Transactions                                  204
Part IV
     Item 14.       Exhibits, Financial Statement Schedules,
                    and Reports on Form 8-K                       205
Experts                                                           206
Signatures                                                        207
Consents of Experts                                               214
Report of Independent Accountants on Financial Statement Schedules218
Independent Auditors' Report on Financial Statement Schedules     219
Index to Financial Statement Schedules                            S-1
Exhibit Index                                                     E-1


This  combined  Form 10-K is separately filed by Entergy  Corporation,
Arkansas  Power  &  Light  Company,  Gulf  States  Utilities  Company,
Louisiana  Power & Light Company, Mississippi Power &  Light  Company,
New  Orleans  Public Service Inc., and System Energy  Resources,  Inc.
Information  contained  herein relating to any individual  company  is
filed by such company on its own behalf.  None of these companies make
any representations as to information relating to the other companies.

This  report (including the material incorporated herein by reference)
should  be  read in its entirety.  No one section of the report  deals
with all aspects of the subject matter.


<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 AP&L

ANO 1                    Unit No. 1 of ANO

ANO 2                    Unit No. 2 of ANO

AP&L                     Arkansas Power & Light Company

APSC                     Arkansas Public Service Commission

Arkansas District Court  United  States District Court for the Western
                         District of Arkansas

Availability Agreement   Agreement,  dated  as of June  21,  1974,  as
                         amended, among System Energy and AP&L,  LP&L,
                         MP&L, and NOPSI, and the assignments thereof

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

Eighth Circuit           United  States  Court  of  Appeals  for   the
                         Eighth Circuit

EPAct                    Energy Policy Act of 1992

Entergy                  Entergy  Corporation  and  its  various
                         direct and indirect subsidiaries

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


<PAGE>
                        DEFINITIONS (Continued)
                                   

Abbreviation or Acronym  Term
----------------------- ----

Entergy Enterprises      Entergy Enterprises, Inc.

Entergy Operations       Entergy Operations, Inc.

Entergy Power            Entergy Power, Inc.

Entergy Services         Entergy Services, Inc.

EPA                      Environmental Protection Agency

EWG                      Exempt Wholesale Generator

FASB                     Financial Accounting Standards Board

FERC                     Federal Energy Regulatory Commission

Fifth Circuit            United States Court of Appeals for the  Fifth
                         Circuit

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

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

Independence             Independence   Steam   Electric    Generating
                         Station  (coal), owned 16% by  AP&L,  25%  by
                         MP&L, and 16% by Entergy Power

Independence 2           Unit  No.  2  of  the  Independence  Station,
                         owned    25%   by   MP&L   and    31.5%    by
                         Entergy Power

IRS                      Internal Revenue Service

KWh                      Kilowatt-Hour(s)

LP&L                     Louisiana Power & Light Company

LPSC                     Louisiana Public Service Commission

MCF                      1,000 cubic feet of gas

<PAGE>

                        DEFINITIONS (Continued)
                                   

Abbreviation or Acronym  Term
----------------------- ----

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

MP&L                     Mississippi Power & Light Company

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
                         GSU

NISCO                    Nelson Industrial Steam Company

1991 NOPSI Settlement    Settlement  retroactive to October  4,  1991,
                         among  NOPSI,  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   February   4
                         Resolution

1994 NOPSI Settlement    Settlement    effective  January   1,   1995,
                         between NOPSI and the Council in which  NOPSI
                         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

NOPSI                    New Orleans Public Service Inc.

NRC                      Nuclear Regulatory Commission

Operating Companies      AP&L,    GSU,   LP&L,   MP&L,   and    NOPSI,
                         collectively

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  GSU's  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

<PAGE>
                        DEFINITIONS (Concluded)
                                   

Abbreviation or Acronym  Term
----------------------- ----

Reallocation Agreement   1981  Agreement,  superseded  in  part  by  a
                         June  13, 1985 decision of FERC, among  AP&L,
                         LP&L,   MP&L,   NOPSI,  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 GSU

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                   Entergy  Corporation and its  various  direct
                         and indirect subsidiaries

System Agreement         Agreement,  effective  January  1,  1983,  as
                         modified,   among  the  Operating   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 AP&L,
                         LP&L,   MP&L,   NOPSI,  and  System   Energy,
                         relating  to the sale of capacity and  energy
                         from System Energy's share of Grand Gulf 1

Waterford 3              Unit  No. 3 (nuclear) of the Waterford  Steam
                         Electric  Generating Station, owned 90.7%  by
                         LP&L.   The remaining 9.3% undivided interest
                         is leased by LP&L
                                   
<PAGE>
                                PART I
                                   
Item 1.  Business

                          BUSINESS OF ENTERGY
                                   
General

      Entergy Corporation was originally incorporated under the laws of
the  State  of Florida on May 27, 1949.  On December 31, 1993,  Entergy
Corporation merged with and into Entergy-GSU Holdings, Inc., a Delaware
corporation,  which  then  changed its  name  to  Entergy  Corporation.
Entergy  Corporation  is  a public utility holding  company  registered
under  PUHCA  and does not own or operate any significant assets  other
than  the stock of its subsidiaries.  Entergy Corporation owns  all  of
the outstanding common stock of five domestic retail operating electric
utility  subsidiaries,  AP&L, GSU, LP&L, MP&L,  and  NOPSI.   AP&L  was
incorporated under the laws of the State of Arkansas in 1926;  GSU  was
incorporated  under the laws of the State of Texas in  1925;  LP&L  and
NOPSI  were  incorporated under the laws of the State of  Louisiana  in
1974  and 1926, respectively; and MP&L was incorporated under the  laws
of  the  State  of Mississippi in 1963.  As of December 31,  1995,  the
Operating   Companies  provided  electric  service   to   approximately
2.4   million   customers  in  the  States  of   Arkansas,   Louisiana,
Mississippi, Tennessee, and Texas.  In addition, GSU furnishes  natural
gas  utility  service  in the Baton Rouge, Louisiana  area,  and  NOPSI
furnishes  natural  gas utility service in the New  Orleans,  Louisiana
area.   GSU produces and sells, on a nonregulated basis, process  steam
and  by-product electricity supplied from its steam electric extraction
plant  to  a large industrial customer.  The business of the  Operating
Companies  is  subject to seasonal fluctuations with  the  peak  period
occurring during the third quarter.  During 1995, the System's electric
sales  as a percentage of total System electric sales were: residential
-  26.8%;  commercial - 20%; and industrial - 40.8%.  Electric revenues
from  these  sectors as a percentage of total System electric  revenues
were:  35.6% - residential; 24.4% - commercial; and 29.6% - industrial.
Sales  to  governmental  and  municipal sectors  and  to  nonaffiliated
utilities  accounted  for the balance of energy  sales.   The  System's
major  industrial  customers are in the chemical processing,  petroleum
refining, paper products, and food products industries.

      Entergy  Corporation also owns directly all  of  the  outstanding
common  stock  of the following subsidiary companies:   System  Energy,
Entergy   Services,   Entergy  Operations,   Entergy   Power,   Entergy
Enterprises,  Entergy S.A., Entergy Argentina S.A.,  Entergy  Argentina
S.A.,  Ltd.,  Entergy Power Development Corporation, Entergy  Transener
S.A.,  Entergy  Power Marketing Corporation, Entergy Power  Development
International   Holdings,   Inc.,   and   Entergy   Power   Development
International  Corporation.   System Energy  is  a  nuclear  generating
company  that was incorporated under the laws of the State of  Arkansas
in 1974.  System Energy sells at wholesale the capacity and energy from
its  90%  interest in Grand Gulf 1 to its only customers,  AP&L,  LP&L,
MP&L,  and  NOPSI  (see "CAPITAL REQUIREMENTS AND  FUTURE  FINANCING  -
Certain  System  Financial and Support Agreements -  Unit  Power  Sales
Agreement," below).  System Energy has approximately a 78.5%  ownership
interest  and  an  11.5% leasehold interest in Grand Gulf  1.   Entergy
Services, a Delaware corporation, provides general executive, advisory,
administrative, accounting, legal, engineering, and other  services  to
the  Operating  Companies, generally at cost.   Entergy  Operations,  a
Delaware  corporation,  is a nuclear management company  that  operates
ANO,  River Bend, Waterford 3, and Grand Gulf 1, subject to  the  owner
oversight of AP&L, GSU, LP&L, and System Energy, respectively.  Entergy
Power,  a  Delaware corporation, is an independent power producer  that
owns  809 MW of generating capacity and markets its capacity and energy
in  the  wholesale market and in other markets not otherwise  presently
served   by   the  System.   (For  further  information  on  regulatory
proceedings related to Entergy Power, see "RATE MATTERS AND  REGULATION
-  Rate  Matters  -  Wholesale Rate Matters - Entergy  Power,"  below).
Entergy Enterprises is a nonutility company incorporated under Delaware
law  that  invests  in and develops energy-related projects  and  other
businesses  that  are  or  may be of benefit to  the  System's  utility
business   (see  "Domestic  and  Foreign  Energy-Related  Investments,"
below).   Entergy Enterprises also markets outside the System technical
expertise, products, and services developed by the Operating  Companies
that  have commercial value beyond their use in the System's operations
and  provides services to certain nonutility companies in  the  System.
Entergy  Corporation also has subsidiaries that participate in  utility
projects  located outside the System's retail service  territory,  both
domestically  and internationally.  See "Domestic and  Foreign  Energy-
Related  Investments"  and  "CitiPower  Acquisition,"  below)   for   a
discussion of these subsidiaries.

      AP&L,  LP&L,  MP&L,  and  NOPSI  own  35%,  33%,  19%,  and  13%,
respectively,  of  all the common stock of System Fuels,  a  non-profit
subsidiary  incorporated in Louisiana that implements and/or  maintains
certain  programs to procure, deliver, and store fuel supplies for  the
Operating Companies.

      GSU  has  four  wholly owned subsidiaries:  Varibus  Corporation,
GSG&T,  Inc., Southern Gulf Railway Company, and Prudential Oil &  Gas,
Inc.    Varibus  Corporation  operates  intrastate  gas  pipelines   in
Louisiana, which are used primarily to transport fuel to two  of  GSU's
generating stations.  GSG&T, Inc. owns the Lewis Creek Station, a  gas-
fired  generating  plant,  which is leased  to  and  operated  by  GSU.
Southern  Gulf Railway Company owns and will operate several  miles  of
rail   track  being  constructed  in  Louisiana  for  the  purpose   of
transporting  coal  for  use  as  a  boiler  fuel  at  Nelson  Unit  6.
Prudential  Oil  &  Gas, Inc., which was formerly in  the  business  of
exploring,  developing, and operating oil and gas properties  in  Texas
and Louisiana, is presently inactive.

Entergy Corporation-GSU Merger

      On  December  31, 1993, GSU became a wholly owned  subsidiary  of
Entergy  Corporation.  As consideration to GSU's shareholders,  Entergy
Corporation paid $250 million in cash and issued 56,695,724  shares  of
its  common  stock, based upon a valuation of $35.8417  per  share,  in
exchange for outstanding shares of GSU common stock.

      Unless  otherwise  noted,  consolidated  financial  position  and
statistical  information contained in this report for the  years  ended
December  31,  1995, 1994, and 1993 (such as assets,  liabilities,  and
property)  includes the associated GSU amounts.  Consolidated financial
results  and  statistical  information (such as  revenues,  sales,  and
expenses) for the years ended December 31, 1995 and 1994 includes  such
GSU  amounts,  while  periods ending before January  1,  1994,  do  not
include GSU amounts; those amounts are presented separately for GSU  in
this report.

Certain Industry and System Challenges

      The  System's  business  is affected by  various  challenges  and
issues, many of which confront the electric utility industry generally.
These issues and challenges include:

        -      responding  to  an increasingly competitive  environment
        (see   "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND   ANALYSIS   -
        SIGNIFICANT FACTORS AND KNOWN TRENDS");

        -      addressing  current and proposed structural  changes  in
        the electric utility industry and changes in the regulation  of
        generation  and transmission of electricity (see  "MANAGEMENT'S
        FINANCIAL  DISCUSSION  AND ANALYSIS - SIGNIFICANT  FACTORS  AND
        KNOWN TRENDS");

        -     achieving cost savings anticipated with the Merger;

        -      complying with regulatory requirements with  respect  to
        nuclear   operations  (see  "RATE  MATTERS  AND  REGULATION   -
        Regulation - Regulation of the Nuclear Power Industry,"  below)
        and  environmental matters (see "RATE MATTERS AND REGULATION  -
        Regulation - Environmental Regulation," below);

        -      resolving GSU's major contingencies, including potential
        write-offs  and  refunds  related  to  River  Bend  (see  "RATE
        MATTERS  AND REGULATION - Rate Matters - Retail Rate Matters  -
        GSU,"  below), litigation with Cajun relating to its  ownership
        interest  in  River  Bend, and Cajun's  bankruptcy  proceedings
        (see   "RATE  MATTERS  AND  REGULATION  -  Regulation  -  Other
        Regulation  and  Litigation - Cajun - River  Bend  Litigation,"
        below); and

        -      implementing  a new accounting standard  that  describes
        the  circumstances  in  which  assets  are  determined  to   be
        impaired,  which may eventually be applied to "stranded  costs"
        (costs  not recoverable from those customers for whose  benefit
        the  costs  were incurred) resulting from increased competition
        (see   "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND   ANALYSIS   -
        SIGNIFICANT FACTORS AND KNOWN TRENDS,");

        -      achieving  high  levels of operating efficiencies,  cost
        control,  and  returns on investments in Entergy  Corporation's
        growing   portfolio   of  non utility  and  overseas   business
        ventures    (see    "Domestic   and   Foreign    Energy-Related
        Investments" and "CitiPower Acquisition," below).

Domestic and Foreign Energy-Related Investments

      Entergy  Corporation seeks opportunities to  expand  its  energy-
related businesses that are not regulated by state and local regulatory
authorities  (nonregulated businesses).  These nonregulated  businesses
currently include power development and new technology related  to  the
utility  business.  Entergy Corporation's strategy is to  identify  and
pursue  nonregulated business opportunities that have the potential  to
earn  a  greater return than its regulated utility operations.  Entergy
Corporation  has  expanded  its investments  in  nonregulated  business
opportunities  overseas as well as in the United States.   Through  the
end  of  1995,  Entergy Corporation had participated  in  foreign  non-
regulated  electric ventures in Pakistan, Argentina, and Peru.   As  of
December  31, 1995, Entergy Corporation had invested $555.5 million  in
equity  capital  (reduced by accumulated losses  of  $169  million)  in
nonregulated   businesses.  See  the  discussion  below    of   Entergy
Corporation's acquisition of CitiPower on January 5, 1996.

       During   1995,  Entergy  Corporation's  nonregulated  businesses
activities included the following:

           (1)   Entergy  Power's  $246.7 million  debt  obligation  to
     Entergy  Corporation  was converted into  equity  in  April  1995.
     Entergy  Power sells capacity and energy from its 100%  and  31.5%
     interest  in Ritchie 2 and Independence 2, respectively.   Entergy
     Power  purchased an interest in these plants from  AP&L  in  1990.
     Entergy  Corporation originally financed Entergy Power principally
     with a loan to Entergy Power.  Entergy Power was formed to compete
     with  other utilities and independent power producers in the  bulk
     power market.
     
           (2)   In  April  1995,  Entergy Systems  and  Service,  Inc.
     (Entergy SASI) and Systems and Service International, Inc. (SASI),
     amended  their  existing  distribution agreement.   As  a  result,
     Entergy  SASI liquidated its equity interest in SASI.  Previously,
     Entergy  SASI, a subsidiary of Entergy Enterprises, held  a  9.95%
     equity  interest  in  SASI, a manufacturer of  efficient  lighting
     products.  Entergy SASI distributes such products purchased  under
     a  distribution agreement with SASI, in conjunction with providing
     various  energy management services to its customers. The  amended
     distribution agreement discussed above provided for a reduction in
     SASI's  profit margin on its sale of products to Entergy SASI  and
     transferred  the  rights  to certain of  SASI's  energy  efficient
     technologies  to Entergy SASI.  In exchange, among  other  things,
     Entergy  SASI  transferred to SASI all of its equity ownership  in
     SASI.
     
           (3)   In  June  1995, Entergy Corporation  contributed  $125
     million   in  equity  capital  to  Entergy  SASI  through  Entergy
     Enterprises, Inc., thus allowing Entergy SASI to retire  its  debt
     obligation  to  Entergy  Corporation.   Entergy  Corporation   had
     previously  provided loans to Entergy SASI to fund Entergy  SASI's
     business expansion.
     
           (4)  As of December 31, 1995, Entergy Enterprises wrote down
     its   equity   interest  in  First  Pacific  Networks   (FPN),   a
     communications company, by $9.3 million to reflect what management
     believes  is  a  permanent  decline  in  market  value.    Entergy
     Enterprises holds a 7.9% equity interest in FPN.  The  total  cost
     of Entergy Enterprises' investment in FPN as of December 31, 1995,
     was approximately $1.2 million.
     
            (5)   In  June  1995,  Entergy  Corporation  received   SEC
     authorization  to invest up to $350 million through  December  31,
     1997, in Entergy Enterprises.  Such investments may take the  form
     of purchases of common stock, capital contributions, loans, and/or
     guarantees  of  indebtedness  or  other  obligations  of   Entergy
     Enterprises  or certain of its affiliated companies.   In  January
     1995 Entergy Corporation guaranteed $65 million of EP Edegel, Inc., 
     a subsidiary of Entergy Corporation, obligations.
     
           (6)   In  1995,  Entergy  Corporation  has  requested 
     approval  from  the  SEC  to  form  a  new  nonregulated
     subsidiary  named Entergy Technologies Company (ETC).   ETC  would
     offer    bulk    interstate    telecommunications    service    to
     telecommunications  carriers  which  in  turn  would  market  that
     service to third parties.  The recently enacted Telecommunications
     Reform  Act  of  1996 permits Entergy to market  such  a  service,
     pending  state  and local regulatory approval.   See  MANAGEMENT'S
     FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT FACTORS AND  KNOWN
     TRENDS  for a discussion of the Telecommunications Act of 1996 and
     its impact on Entergy.
     
           (7)  During the third quarter of 1995, Entergy Corporation's
     subsidiary, Entergy S.A., purchased 3.9% of the outstanding  stock
     of  the  Central  Buenos  Aires Project  (CBA  Project)  for  $1.7
     million.   Entergy S.A., owns a 10% interest in a consortium  with
     other  nonaffiliated companies that acquired  a  60%  interest  in
     Central  Costanera, S.A. (Costanera), a steam electric  generating
     facility located in Argentina.  Through Entergy S.A.'s interest in
     Costanera, Entergy S.A. indirectly purchased an additional  3%  of
     the  outstanding  stock  of  the CBA Project.   In  October  1995,
     Entergy  Power  Holding  Limited, a  wholly  owned  subsidiary  of
     Entergy Corporation, purchased Entergy S.A.'s interest in the  CBA
     Project and purchased an additional 3.9% of the outstanding  stock
     of the CBA Project for $1.9 million.  The CBA Project includes the
     addition  of a 220 MW combustion turbine and heat recovery  boiler
     to  a  generating unit at the Costanera steam electric  generating
     facility.  This addition will provide electricity to the Argentina
     transmission grid and steam to the Costanera generating unit.  The
     open  cycle  portion of the CBA Project, providing electricity  to
     the  Argentina  grid,  was placed into operation  at  the  end  of
     October  1995.   The  steam recovery portion, which  will  provide
     steam  to  the  Costanera generating unit, is expected  to  be  in
     operation in October 1996.
     
           (8)  On November 30, 1995, Entergy Corporation's subsidiary,
     Entergy   Power  Development  Corporation,  purchased  through   a
     consortium  20.8% of Edegel, S.A. for $100 million in  equity  and
     $65  million  of  debt guaranteed by Entergy Corporation.   Edegel
     S.A.  is  a  privatization project in Lima, Peru consisting  of  5
     hydroelectric  generation  stations  (totaling  539  MW)  and  one
     thermal  station  (154  MW) supporting 345 miles  of  transmission
     lines.   An additional 100 MW of thermal load capacity is required
     to be installed within one year.  The additional plant is expected
     to be financed by Edegel S.A.
     
          (9)   In  early  October 1995, FERC issued an order  granting
     exempt  wholesale  generator  status to  Entergy  Power  Marketing
     Corporation   (EPM),   a   wholly owned  subsidiary   of   Entergy
     Corporation.  EPM was created during 1995 to become  a  buyer  and
     seller  of  electrical  energy  and  its  generating  fuels.    In
     February   1996,  FERC  approved  market-based   rate   sales   of
     electricity  by  EPM.   Such approval  will  allow  EPM  to  begin
     providing   wholesale  customers  with  a  variety   of   products
     including  physical and financial trading.  Pending approval  from
     the  SEC, EPM expects to begin financial trading by the summer  of
     1996.
     
     Entergy Corporation's net investment in nonregulated subsidiaries,
reduced by accumulated losses, as of December 31, 1995 and 1994, is  as
follows:

                                       Net Investment
     Nonregulated Subsidiary          1995*     1994
     -----------------------        --------- --------
                                       (In Millions)
                                                    
Entergy Power Development            $ 180.6     $  80.8
Corporation
Entergy Power, Inc.                    173.1       154.4
Entergy Enterprises, Inc.              112.0        22.2
Entergy Argentina S.A., Ltd.            42.0        41.1
Entergy Transener                       19.0        22.7
Entergy Argentina                       17.4        17.1
Entergy S.A.                            11.4        13.3
                                    --------    --------
     Total                           $ 555.5      $351.6
                                    ========     =======

* Excludes   Entergy  Corporation's  equity  investment  in   CitiPower
  completed on January 5, 1996.  See "CitiPower Acquisition" below.

      In  1995, Entergy Corporation's nonregulated investments  reduced
consolidated net income by approximately $64.8 million.   In  the  near
term,  these  investments are unlikely to have  a  positive  effect  on
Entergy  Corporation's  earnings, but management  believes  that  these
investments  will  contribute to future earnings  growth.   Certain  of
these  investments  may involve a higher degree of risk  than  domestic
regulated utility enterprises.

      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
results  of  operations.   In  addition,  there  are  exchange  control
restrictions in certain countries relating to repatriation of earnings.

CitiPower Acquisition

      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  using $230 million of its  $300  million  line  of
credit.  CitiPower serves approximately 234,500 customers, the majority
of  which  are  commercial customers.  At the time of the  acquisition,
CitiPower had 846 employees.

Selected Data

      Selected domestic customer and sales data for 1995 are summarized
in the following tables:
<TABLE>
<CAPTION>
                                         Customers as of
                                         December 31, 1995
                                        -------------------
        Area Served                       Electric         Gas
        --------------                    ---------      -------
<S>                                      <C>          <C>
AP&L    Portions of Arkansas and             607,916           -
       Tennessee
GSU     Portions of Texas and Louisiana      623,147      89,848
LP&L    Portions of Louisiana                612,124           -
MP&L    Portions of Mississippi              366,298           -
NOPSI   City of New Orleans, except                              
       Algiers, which
          is provided electric service       190,332      153,370
       by LP&L
                                         -----------   ----------
System                                     2,399,817      243,218
                                         ===========   ==========
</TABLE>

                                   
              1995 - Selected Electric Energy Sales Data
                                   
<TABLE>
<CAPTION>
                                                                          System  Entergy
                        AP&L        GSU       LP&L      MP&L     NOPSI    Energy  System
                       ------      ------    ------    ------    -----   -------  -------
                                                 (Millions of KWh)
<S>                  <C>         <C>         <C>      <C>       <C>      <C>    <C>
Electric Department:                                                                    
    Sales to retail      16,692     29,622   30,051    10,981   5,648        -    92,994
      customers
    Sales for resale:
       - Affiliates       8,386      2,935       44       959     149    7,212         -
       - Others           5,066      2,212    1,293       692     297        -    10,471
                       --------   --------  -------   -------  ------  -------  --------
          Total          30,144     34,769   31,388    12,632   6,094    7,212   103,465
Steam Department:                                                                       
     - Sales to steam
        products              -      1,742        -         -       -        -     1,742
        customer
                       --------   --------  -------   -------  ------  -------  --------
          TOTAL          30,144     36,511   31,388    12,632   6,094    7,212   105,207
                       ========   ========  =======   =======  ======  =======  ========
Average use per                                                                         
residential
  customer (KWh)         11,324     14,475   14,623    13,400   11,941      -    13,353
                       ========   ========  =======   =======  ======  =======  ========
                                                                                          
</TABLE>

      NOPSI  sold 16,782,805 MCF of natural gas to retail customers  in
1995.  Revenues from natural gas operations for each of the three years
in the period ended December 31, 1995, were material for NOPSI, but not
material  for  the  System  (see  "INDUSTRY  SEGMENTS"  below   for   a
description of NOPSI's business segments).

     GSU sold 6,476,496 MCF of natural gas to retail customers in 1995.
Revenues from natural gas operations for each of the three years in the
period ended December 31, 1995, were not material for GSU.

      See "ENTERGY CORPORATION AND SUBSIDIARIES SELECTED FINANCIAL DATA
-  FIVE-YEAR  COMPARISON,"  and "SELECTED FINANCIAL  DATA  -  FIVE-YEAR
COMPARISON OF AP&L, GSU, LP&L, MP&L, NOPSI, 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, 1995, Entergy had 13,521 employees as follows:

Full-time:                             
  Entergy Corporation                 -
  AP&L                            1,647
  GSU                             1,833
  LP&L                            1,082
  MP&L                              892
  NOPSI                             489
  System Energy                       -
  Entergy Operations              4,102
  Entergy Services                2,529
  Other Subsidiaries                869
                                 ------
     Total Full-time             13,443
  Part-time                          78
                                 ------
     Total Entergy System        13,521
                                 ======
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.


               CAPITAL REQUIREMENTS AND FUTURE FINANCING
                                   

      Construction  expenditures  by company  (including  environmental
expenditures,  which are immaterial, and AFUDC, but  excluding  nuclear
fuel) for the period 1996-1998 are estimated as follows:

<TABLE>
<CAPTION>
                       1996        1997      1998    Total
                                    (In Millions)
      <S>              <C>        <C>       <C>     <C>
      AP&L              $152       $144      $136      $432
      GSU                155        127       131       413
      LP&L               125        111       114       350
      MP&L                69         68        68       205
      NOPSI               22         28        26        76
      System Energy       23         20        20        63
      ESI                 24         12        12        48
      Other                1          -         -         1
                      ------      -----     -----   -------
         System         $571       $510      $507    $1,588
                      ======      =====     =====   =======   
</TABLE>

      No significant construction costs are expected in connection with
the System's generating facilities.  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,  the
System   must  meet  scheduled  long-term  debt  and  preferred   stock
maturities and cash sinking fund requirements.  See Notes 4, 5,  and  6
to  the  financial  statements  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 energy-related 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.  One source of funds for Entergy is dividend distributions
from  its subsidiaries.  Certain events could limit the amount of these
distributions.  Such events include River Bend rate appeals and pending
litigation  with  Cajun.  Substantial write-offs or  charges  resulting
from  adverse  rulings  in these matters could adversely  affect  GSU's
ability  to  continue  to pay dividends.  See Notes  2  and  8  to  the
financial  statements  regarding River Bend rate  appeals  and  pending
litigation with Cajun.

Certain System Financial and Support Agreements

Unit  Power  Sales  Agreement  (AP&L, LP&L,  MP&L,  NOPSI,  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 AP&L (36%), LP&L (14%),  MP&L  (33%),  and
NOPSI  (17%).   AP&L,  LP&L, MP&L, and NOPSI 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 AP&L, LP&L, MP&L, and NOPSI.  Payments made by
AP&L,  LP&L,  MP&L, and NOPSI under the Unit Power Sales Agreement  are
generally  recovered  through rates.  In the case  of  AP&L  and  LP&L,
payments  are  also recovered through sales of electricity  from  their
respective  retained  shares of Grand  Gulf  1.   See  Note  1  to  the
financial statements for further information regarding retained shares.


Availability Agreement (AP&L, LP&L, MP&L, NOPSI, and System Energy)

      The  Availability Agreement among System Energy and  AP&L,  LP&L,
MP&L,  and  NOPSI  was  entered into in 1974  in  connection  with  the
financing by System Energy of Grand Gulf.  The agreement provided  that
System  Energy would join in the agreement among AP&L, LP&L, MP&L,  and
NOPSI  for  the sharing of generating capacity and other  capacity  and
energy resources 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 AP&L, LP&L, MP&L, and NOPSI all capacity and  energy
available from System Energy's share of Grand Gulf.

      AP&L,  LP&L, MP&L, and NOPSI 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.

     As amended to date, the Availability Agreement provides that:

       -       the  obligations  of AP&L, LP&L,  MP&L,  and  NOPSI  for
       payments  for  Grand  Gulf  1 become effective  upon  commercial
       operation of Grand Gulf 1 on July 1, 1985;

       -       the sale of capacity and energy generated by Grand  Gulf
       may  be  governed  by a separate power purchase agreement  among
       System Energy and AP&L, LP&L, MP&L, and NOPSI;

       -        the   September  1989  write-off  of  System   Energy's
       investment  in  Grand  Gulf 2, amounting to  approximately  $900
       million,  will be 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: AP&L - 17.1%;  LP&L  -  26.9%;
       MP&L - 31.3%; and NOPSI - 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  AP&L,  LP&L,
MP&L, and NOPSI to System Energy under the Unit Power Sales Agreement.

      System  Energy has assigned its rights to payments  and  advances
from  AP&L,  LP&L, MP&L, and NOPSI 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
9  to the financial statements under "Sale and Leaseback Transactions -
Grand Gulf 1 Lease Obligations (System Energy)."  In these assignments,
AP&L, LP&L, MP&L, and NOPSI 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 AP&L, LP&L, MP&L, and NOPSI shall make payments
directly  to System Energy.  However, if there is an event of  default,
AP&L,  LP&L, MP&L, and NOPSI 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 AP&L, LP&L, MP&L, and NOPSI 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 AP&L, LP&L,  MP&L,
and   NOPSI  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 AP&L,  LP&L,  MP&L,  and
NOPSI  have  ever  been  required.  In the  event  such  payments  were
required,  the ability of AP&L, LP&L, MP&L, and NOPSI 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.

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 (1)  maintain  System
Energy's equity capital at an amount equal to a minimum of 35%  of  its
total  capitalization (excluding short-term debt) and  (2)  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 9 to the financial  statements  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.
                                   
                                   
                      RATE MATTERS AND REGULATION

Rate Matters

      The  Operating  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 AP&L, LP&L, MP&L, and NOPSI pursuant to the Unit Power
Sales Agreement.

Wholesale Rate Matters

System Energy

      As  described above under "Certain System Financial  and  Support
Agreements,"  System Energy recovers costs related to its  interest  in
Grand  Gulf 1 through rates charged to AP&L, LP&L, MP&L, and NOPSI  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 filed by System Energy with FERC.

Entergy Power

      In  1990,  authorizations were obtained from the SEC,  FERC,  the
APSC,  and the Public Service Commission of Missouri for Entergy  Power
to  purchase AP&L's interest in Independence 2 and Ritchie  2,  and  to
begin  marketing  the  capacity and energy from the  units  in  certain
wholesale  markets.  The SEC order was appealed to the D.C. Circuit  by
various  intervenors.  The D.C. Circuit reversed a portion of  the  SEC
order  and remanded the case to the SEC for consideration of the effect
of the transfers on the System's future costs of replacement generating
capacity  and fuel.  On September 9, 1993, the City of New Orleans  and
the  LPSC  each requested a hearing.  However, on January 5, 1994,  the
City  of  New  Orleans withdrew from the proceeding,  pursuant  to  its
settlement  with  NOPSI of various issues related to  the  Merger.   In
November 1995, the SEC issued an order in which the SEC reaffirmed  its
prior  order authorizing the acquisition and formation of Entergy Power
and  denying the LPSC's request for a hearing.  The November 1995 order
was  not  appealed,  and the statutory period for such  an  appeal  has
expired.

      In  a related matter, on August 20, l990, the City of New Orleans
filed a complaint against Entergy Corporation, AP&L, LP&L, MP&L, NOPSI,
and System Energy, requesting that FERC investigate AP&L's transfer  of
its  interest in Independence 2 and Ritchie 2 to Entergy Power and  the
effect  of  the  transfer  on  AP&L,  LP&L,  MP&L,  NOPSI,  and   their
ratepayers.   On  October  20, 1995, the D.C. Circuit  affirmed  FERC's
original  orders that the transfer and its effect on current rates  was
prudent.   However, a determination of the prudency of the transfer  on
future  replacement costs was deferred until a time when the  need  for
such replacement capacity occurs.

System Agreement (Energy Corporation, AP&L, GSU, LP&L, MP&L, NOPSI, and
System Energy)

      AP&L,  GSU,  LP&L,  MP&L,  and NOPSI 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  GSU  into  the  System  Agreement.    Certain
commitments  were also adopted to assure that the ratepayers  of  AP&L,
LP&L,  MP&L,  and  NOPSI  will  not be allocated  higher  costs.   Such
commitments  included:   (1)  a tracking  mechanism  to  protect  these
companies  from  certain unexpected increases in fuel  costs;  (2)  the
exclusion  of  GSU  from the distribution of profits from  power  sales
contracts  entered  into  prior to the Merger;  (3)  a  methodology  to
estimate  the  cost of capital in future FERC proceedings;  and  (4)  a
stipulation  that  these  companies be insulated  from  certain  direct
effects on capacity equalization payments if GSU 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  LP&L  and  MP&L
(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,  LP&L  and
MP&L would have been overbilled by $10.6 and $8.8 million respectively,
and  AP&L  and  NOPSI 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  the
System   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 Operating  Companies
may  be required to refund some or all of the amount by which they were
underbilled pursuant to the System Agreement.  The Operating  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  contends
that  the  failure of the System Agreement to exclude curtailable  load
from  the  determination of an Operating Company's  responsibility  for
reserve equalization and transmission equalization costs results in  an
unjust and unreasonable cost allocation to the Operating Companies that
does  not cause these costs to be incurred, and also results in  cross-
subsidization among the Operating Companies.  Further, the LPSC alleges
that  the  mechanism by which the Operating Companies  purchase  energy
under  the  System  Agreement results in unjust and unreasonable  rates
because it does not permit Operating 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  and  Entergy  subsequently filed an  answer  to  the  LPSC's
amended  complaint.   The  LPSC's amended complaint  asserts  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.   Entergy's
response  asserts that both the provisions under PURPA and the  Entergy
system  planning philosophy referred to in the LPSC's amended complaint
are applicable only to retail sales.

      In June 1995, the APSC filed a complaint with FERC alleging that,
because   of  changed  circumstances,  FERC's  allocation  of   nuclear
decommissioning  costs in the System is no longer just and  reasonable.
The APSC proposes 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 operating companies.

Open  Access Transmission (Entergy Corporation, AP&L, GSU, LP&L,  MP&L,
and NOPSI)

      On  August  2, 1991, Entergy Services, as agent for  AP&L,  LP&L,
MP&L,  NOPSI, and Entergy Power, submitted to FERC (1) proposed tariffs
that,   subject  to  certain  conditions,  would  provide  to  electric
utilities "open access" to the System's integrated transmission system,
and (2) 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 AP&L, GSU, LP&L, MP&L, and  NOPSI  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  by  January  1997.   Entergy
expects  that  no  refunds  relating to  market  price  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.

      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  the
FERC's  rulemaking in the Mega-NOPR, or after scheduled  hearings.   In
August  1995,  EPM 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  making  rates
subject  to  the  outcome of the pending proceeding  and  conditionally
accepted EPM's application for market based sales.

Wholesale Contract (AP&L)

      In  March  1994, North Little Rock, Arkansas awarded  to  AP&L  a
wholesale power contract that will provide estimated revenues  of  $347
million  over  11  years.  Under the contract, the price  per  KWh  was
reduced 18% with increases in price through the year 2004.  AP&L, which
has  been serving North Little Rock for over 40 years, was awarded  the
contract  after intense bidding with several competitors.  On  May  22,
1994, FERC accepted the contract.  Rehearings were requested by one  of
AP&L's  competitors.  In September 1995, FERC denied the  petition  for
rehearing.

Retail Rate Matters

General (AP&L, GSU, LP&L, MP&L, and NOPSI)

     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  AP&L,
GSU,  LP&L,  MP&L, and NOPSI are now recovering those costs  that  were
previously deferred.

     GSU is involved in several rate proceedings involving, among other
things, recovery of costs associated with River Bend.  Some rate relief
has  been  received, but GSU 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  "GSU"
below.

      As  a means of minimizing the need for retail rate increases, the
System  is  committed  to  containing  costs  to  the  greatest  degree
practicable.  In accordance with this retail rate policy, the Operating
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.  System management believes incentive and performance-based
rate  plans  encourage efficiencies and productivity  while  permitting
utilities and their customers to share in the resulting benefits.  MP&L
implemented  an incentive-rate plan in March 1994, and, in  June  1995,
LP&L  implemented  a performance-based formula rate plan.   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.

Least  Cost  Integrated Resource Planning (AP&L, GSU, LP&L,  MP&L,  and
NOPSI)

      The  System  continues  to utilize integrated  resource  planning
(IRP),  also  known as least cost planning, in order  to  compete  more
effectively  in  both  retail  and  wholesale  markets.   IRP  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  1992,  AP&L, LP&L, MP&L, and NOPSI each filed  a  Least  Cost
Integrated   Resource  Plan  (LCIRP)  with  its  respective  regulator.
However, in 1994 the System substantially revised its approach to  IRP,
and  AP&L, LP&L, MP&L, and NOPSI requested that their retail regulators
allow  for significant changes in the IRP process.  At MP&L's  request,
the  MPSC  dismissed  MP&L's LCIRP filing.   Due  to  the  increasingly
competitive nature of the electric service market, the System  believes
that  changes  in the IRP process are required. Entergy has  adopted  a
streamlined  process that focuses on minimizing the cost of incremental
resources and maximizing the System's flexibility to adapt its resource
plans  to  the  changing  environment in which electric  utilities  now
operate.

     On October 10, 1995, despite Entergy's request, the APSC issued an
order   requiring  that  Arkansas  utilities  file  current  integrated
resource  plans  at least every three years.  In this order,  the  APSC
emphasized that planning processes must continue to evolve and publicly
available  information on utility resource plans  must  be  maintained.
The LPSC has established generic hearings to address IRP issues for all
electric  utilities  within its jurisdiction.   These  proceedings  are
currently ongoing.  The Council has suspended the requirement  to  file
an  LCIRP  with the Council and has received testimony and held  public
hearings  regarding the revision of its IRP Ordinance.  LP&L and  NOPSI
are awaiting an order from the Council that would resolve the matter of
IRP.   Currently,  the PUCT does not have formal IRP  rules  in  place.
Legislation  passed in 1995 requires that the PUCT have  IRP  rules  in
place by September of 1996.  This rulemaking process has been initiated
by the PUCT, and GSU is actively participating in this process.

      In  the fourth quarter of 1995, the System provided to its retail
regulators (the APSC, the Council, the LPSC,  the MPSC, and the PUCT) a
new  IRP for informational purposes only.  The new IRP provides  for  a
flexible  resource  strategy to meet the System's  additional  resource
requirements  over  the  next ten years.   The  IRP  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.

AP&L

Rate Freeze

     In connection with the settlement of various issues related to the
Merger,  AP&L 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 AP&L and  the
APSC.

Recovery of Grand Gulf 1 Costs

      Under the settlement agreement entered into with the APSC in 1985
and  amended in 1988, AP&L 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 1995  and  subsequent
years,  AP&L retains 22% of its 36% interest in Grand Gulf 1 costs  and
recovers  the  remaining 78%.  Deferrals ceased in l990,  and  AP&L  is
recovering a portion of the previously deferred costs each year through
l998.  As of December 31, l995, the balance of deferred costs was  $360
million.   AP&L  is  permitted  to  recover  on  a  current  basis  the
incremental costs of financing the unrecovered deferrals.

      AP&L  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 AP&L's  avoided  energy  cost.
Proceeds  of sales to third parties of AP&L's retained share  of  Grand
Gulf l capacity and energy accrue to the benefit of AP&L's stockholder.

Fuel Adjustment Clause

      AP&L's 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  designed to cover the cost of replacement energy  during
scheduled  maintenance and refueling outages at ANO, and  an  incentive
provision  that permits over- or under-recovery of the excess  cost  of
replacement energy when ANO is operating or down for reasons other than
refueling.

GSU

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
GSU's  retail  electric  base  rates  in  the  respective  states   and
provisions  for passing fuel and nonfuel savings created by the  Merger
on  to  the customers.  See Note 2 for a discussion of the Rate Cap  as
well  as other aspects of the settlement agreement between GSU and  the
LPSC and the PUCT.

Recovery of River Bend Costs

      GSU  deferred approximately $369 million of River Bend  operating
costs, purchased power costs, 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 ending  in  the  year
2009,  and  the remaining $187 million are not being amortized  pending
the  ultimate  outcome  of  the  Rate Appeal  as  discussed  in  "Texas
Jurisdiction  -  River  Bend," below.  As of  December  31,  1995,  the
unamortized  balance  of these costs was $312  million.   Further,  GSU
deferred  approximately $400.4 million of similar costs pursuant  to  a
1986  LPSC  accounting order.  These costs, of which approximately  $83
million  are  unamortized as of December 31, 1995, are being  amortized
over a 10-year period ending in 1998.

      In  accordance  with a phase-in plan approved by  the  LPSC,  GSU
deferred  $294  million of its River Bend costs related to  the  period
February  1988 through February 1991.  GSU has amortized  $172  million
through  December  31,  1995, and the remaining $122  million  will  be
recovered over approximately 2.2 years.

Texas Jurisdiction - River Bend

      In  May 1988, the PUCT granted GSU a permanent increase in annual
revenues of $59.9 million resulting from the inclusion in rate base  of
approximately $1.6 billion of company-wide River Bend plant  investment
and  approximately  $182 million of related Texas  retail  jurisdiction
deferred  River Bend costs (Allowed Deferrals).  In addition, the  PUCT
disallowed as imprudent $63.5 million of company-wide River Bend  plant
costs  and  placed  in  abeyance,  with  no  finding  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.

      As  discussed in Note 2, various appeals of the PUCT's order have
been filed.  GSU has filed an appeal with the Texas Supreme Court.   On
February  9,  1996, the Texas Supreme Court agreed to hear the  appeal.
Oral arguments are scheduled for March 19, 1996.

     As of December 31, 1995, the River Bend plant costs disallowed for
retail ratemaking purposes in Texas, the River Bend plant costs held in
abeyance, and the related operating and carrying cost deferrals totaled
(net  of  taxes) approximately $13 million, $276 million (both  net  of
depreciation), and $169 million, respectively.  Allowed Deferrals  were
approximately  $83  million,  net of  taxes  and  amortization,  as  of
December  31,  1995.  GSU estimates it has recorded approximately  $182
million  of  revenues  as of December 31, 1995,  as  a  result  of  the
originally ordered rate treatment by the PUCT of these deferred  costs.
If  recovery  of  the Allowed Deferrals is not upheld, future  revenues
based upon those allowed deferrals could be lost, and no assurance  can
be  given as to whether or not refunds to customers of revenue received
based upon such deferred costs will be required.

      As discussed in Note 2, as of December 31, 1995, GSU has made  no
write-offs or reserves for the River Bend-related costs.  See below for
a  discussion of the write-off of deferred operating and carrying costs
required under SFAS 121 in 1996.  Based on advice from Clark, Thomas  &
Winters,  A  Professional Corporation, legal counsel of record  in  the
Rate  Appeal,  management believes that it is reasonably possible  that
the  case  will  be  remanded to the PUCT, and that the  PUCT  will  be
allowed  to rule on the prudence of the abeyed River Bend plant  costs.
Management and legal counsel are unable to predict the amount, if  any,
of  abeyed  and  previously  disallowed River  Bend  plant  costs  that
ultimately may be disallowed by the PUCT.  As of December 31,  1995,  a
net  of  tax write-off of up to $289 million could be required  if  the
PUCT  ultimately issues an adverse ruling on the abeyed and  disallowed
plant costs.

      The  following factors support management's position that a  loss
contingency  requiring  accrual has not  occurred,  and  that  all,  or
substantially  all,  of  the  abeyed plant  costs  will  ultimately  be
recovered:

     1. The  $1.4  billion of abeyed River Bend plant costs have  never
        been ruled imprudent and disallowed by the PUCT;
     2. Analysis  by  Sandlin Associates, management  consultants  with
        expertise  in the cost of nuclear power plants, which  supports
        the  prudence  of substantially all of the abeyed  construction
        costs;
     3. Historical inclusion by the PUCT of prudent construction  costs
        in rate base; and
     4. The  analysis  of  GSU's  legal staff, which  has  considerable
        experience in Texas rate case litigation.
     
      Additionally,  based on advice from Clark, Thomas  &  Winters,  A
Professional  Corporation, legal counsel of record in the Rate  Appeal,
management  believes that it is reasonably possible  that  the  Allowed
Deferrals  will  continue to be recovered in  rates,  and  that  it  is
reasonably possible that the deferred costs related to the $1.4 billion
of  abeyed  River Bend plant costs will be recovered in  rates  to  the
extent that the $1.4 billion of abeyed River Bend plant is recovered.

      The adoption of SFAS 121, "Accounting for the Impairment of Long-
Lived  Assets and for Long-Lived Assets to Be Disposed Of" (SFAS  121),
became  effective January 1, 1996.  SFAS 121 changes the  standard  for
continued recognition of regulatory assets, and as a result in 1996 GSU
will  be required to write-off $169 million of rate deferrals discussed
above.   The standard also describes circumstances that may  result  in
assets  being  impaired  and  provides  criteria  for  recognition  and
measurement  of  asset impairment.  See Note 1 for further  information
regarding SFAS 121.

NISCO Unrecovered Costs

      In  1986,  the PUCT ordered that the purchased power  costs  from
NISCO  in  excess  of  GSU's 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  GSU
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  GSU to recover purchased power payments in excess of its avoided
cost   in   future  proceedings  if  GSU  established  to  the   PUCT's
satisfaction that the payments were reasonable and necessary expenses.

      In  January  1992, GSU 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.   GSU
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 GSU's avoided cost were not reasonably incurred.  In October
1993, GSU appealed the PUCT's order to the Travis County District Court
where  the matter is still pending.  As of December 31, 1995,  GSU  has
expensed  $119.4  million  of unrecovered  purchased  power  costs  and
deferred  revenue  pending  the  appeal  of  the  District  Court.   No
assurance can be given as to the timing or outcome of the appeal.

PUCT Fuel Cost Review

      On  January 9, 1995, GSU and various parties reached an agreement
for  the  reconciliation  of  over-  and  under-recovery  of  fuel  and
purchased  power  expenses  for the period  October  1,  1991,  through
December  31, 1993.  On April 17, 1995, the PUCT issued a  final  order
approving the settlement.  As a result of the PUCT order, $7.6  million
of  prior period fuel costs were refunded to customers through the fuel
adjustment clause.

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  GSU
operates.

Fuel Recovery

      GSU's 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.  GSU's Louisiana electric rate schedules
include  a  fuel  adjustment clause to reflect 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.

      GSU's  Louisiana gas rates include a purchased gas adjustment  to
recover the cost of purchased gas.

Steam Customer Contract

      GSU  is currently negotiating with its only steam customer  whose
contract  is scheduled to expire in 1997.  It is anticipated  that  GSU
will  be  successful  in such negotiations and  the  contract  will  be
renewed.  During 1995 sales to this customer contributed $44.5  million
in base revenues to GSU.

LP&L

Recovery of Waterford 3 and Grand Gulf 1 Costs

      In  a series of LPSC orders, court decisions, and agreements from
late  1985  to mid-1988, LP&L was granted rate relief with  respect  to
costs  associated  with Waterford 3 and LP&L's share  of  capacity  and
energy  from  Grand  Gulf l, subject to certain terms  and  conditions.
With  respect to Waterford 3, LP&L was granted an increase  aggregating
$170.9   million  over  the  period  1985-1988,  and  LP&L  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 over approximately
8.6  years  beginning in April 1988.  As of December 31,  1995,  LP&L's
unrecovered deferral balance was $26 million.

      With  respect  to Grand Gulf l, LP&L agreed to  retain,  and  not
recover  from retail ratepayers, 18% of its 14% share or, approximately
2.52%  of  the  costs of Grand Gulf l's capacity and energy.   LP&L  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,  LP&L 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  LP&L  was
approved  with  certain  modifications.  At the  same  time,  the  LPSC
ordered a $49.4 million reduction in base rates.   For a discussion  of
LP&L's  approved performance-based formula rate plan, LP&L's subsequent
appeal of the LPSC's June 1995 rate order, and the final settlement  of
this appeal, see Note 2.

Fuel Adjustment Clause

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

MP&L

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 MP&L operates.

Rate Freeze

     In connection with the settlement of various issues related to the
Merger,  MP&L 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 MP&L and the MPSC.

Recovery of Grand Gulf 1 Costs

      In  1988  the MPSC granted MP&L 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, 1995, the uncollected balance of MP&L's  deferred
costs was approximately $378 million.  MP&L 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, MP&L'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.
Pursuant to a stipulation with the MPSC's Public Utilities Staff,  MP&L
did  not  request an adjustment in rates based on its  earned  rate  of
return for the 12-months ended December 31, 1994.

Fuel Adjustment Clause

      MP&L's  rate  schedules  include a fuel  adjustment  clause  that
recovers changes in 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.

NOPSI

Recovery of Grand Gulf 1 Costs

      Under NOPSI's various Rate Settlements with the Council in  1986,
1988,  and 1991, NOPSI agreed to absorb and not recover from ratepayers
a  total  of  $96.2  million of its Grand  Gulf  1  costs.   NOPSI  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, 1995, the uncollected balance of NOPSI's  deferred
costs  was $171 million.  The 1994 NOPSI Settlement did not affect  the
scheduled Grand Gulf 1 phase-in rate increases.

1994 NOPSI Settlement

     In a settlement with the Council that was approved on December 29,
1994,  NOPSI agreed to reduce electric and gas rates and issue  credits
and refunds to customers.  Effective January 1, 1995, NOPSI implemented
a  $31.8 million permanent reduction in electric base rates and a  $3.1
million  permanent  reduction  in  gas  base  rates.   The  1994  NOPSI
Settlement also required NOPSI to credit its customers $25 million over
a  21-month  period,  beginning January 1, 1995, in  order  to  resolve
disputes  with  the Council regarding the interpretation  of  the  1991
NOPSI  Settlement.  See Note 2 for additional discussion  of  the  rate
reductions  and  refunds  ordered by the  Council  in  the  1994  NOPSI
settlement,  as  well  as  the 1995 and 1996  annual  earnings  reviews
required by the Council.

Fuel Adjustment Clause

      NOPSI's electric rate schedules include a fuel adjustment  clause
to  reflect 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  reflects  the
difference  between nonfuel Grand Gulf 1 costs paid by  NOPSI  and  the
estimate  of  such  costs  provided  in  NOPSI's  Grand  Gulf  1   Rate
Settlements.   NOPSI's  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, AP&L, GSU, LP&L, MP&L,  NOPSI,
and System Energy)

PUHCA

     Entergy Corporation is a public utility holding company registered
under  PUHCA.  As such, Entergy Corporation and its various direct  and
indirect  subsidiaries  (with the exception  of  its  EWG  and  foreign
utility subsidiaries) are subject to the broad regulatory provisions of
that Act.  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 as provided by that section.  See "MANAGEMENT'S
FINANCIAL  DISCUSSION  AND  ANALYSIS - SIGNIFICANT  FACTORS  AND  KNOWN
TRENDS," for a discussion of the Telecommunications Act.

      Entergy Corporation and other electric utility holding companies,
have  supported legislation in the United States Congress  which  would
repeal  PUHCA,  which requires detailed oversight by the  SEC  of  many
business  practices  and activities of utility  holding  companies  and
their  subsidiaries.  The proposed legislation would  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 non utility subsidiary companies.  Such
rule  was appealed to the D.C. Circuit by the City of New Orleans where
the appeal was denied in January 1996.

Federal Power Act

      The  Operating  Companies, System Energy, and Entergy  Power  are
subject  to the Federal Power Act as administered by FERC and the  DOE.
The  Federal  Power Act provides for regulatory jurisdiction  over  the
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 AP&L, LP&L, MP&L, and  NOPSI
from Grand Gulf 1.

      AP&L holds a license for two hydroelectric projects (70 MW)  that
was  renewed  on  July 2, 1980.  This license, granted  by  FERC,  will
expire in February 2003.

Regulation  of  the Nuclear Power Industry (Entergy Corporation,  AP&L,
GSU, LP&L, and System Energy)

General

      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.  AP&L, GSU, LP&L, 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 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.

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 8.

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 States Compact,  and
the  State  of Mississippi participates in the Southeast Compact.   Two
disposal sites are currently operating in the United States, and  until
recently  both were closed to out-of-region generators.   The  Barnwell
Disposal Facility (Barnwell), located in South Carolina and operated by
the  Southeast  Compact, reopened to out-of-region generators  in  July
1995.   The South Carolina State legislative action reopening  Barnwell
must  be renewed annually.  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.  The System, along with
other  waste  generators, funds the development costs for new  disposal
facilities.   As of December 1995, the System's cumulative expenditures
for  the  development of new disposal facilities totaled  approximately
$38 million.  Future levels of expenditures cannot be predicted.  Until
long-term  disposal facilities are established, the  System  will  seek
continued   access  to  existing  facilities.   If   such   access   is
unavailable, the System will store low-level waste at its nuclear plant
sites.

Decommissioning

      AP&L, GSU, LP&L, 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 8.

Uranium Enrichment Decontamination and Decommissioning Fees

      The  EPAct requires all electric utilities (including AP&L,  GSU,
LP&L,  and  System  Energy)  that  have  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 8 for the estimated
annual  contributions by the System companies for  decontamination  and
decommissioning fees.

Nuclear Insurance

      The  Price-Anderson  Act limits public  liability  for  a  single
nuclear incident to approximately $8.92 billion.  AP&L, GSU, LP&L,  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  AP&L,
GSU, LP&L, and System Energy, see Note 8.

Nuclear Operations

General (Entergy Corporation, AP&L, GSU, LP&L, and System Energy)

      Entergy  Operations operates ANO, River Bend,  Waterford  3,  and
Grand  Gulf 1, subject to the owner oversight of AP&L, GSU,  LP&L,  and
System  Energy, respectively.  AP&L, GSU, LP&L, 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.
AP&L,  GSU, LP&L, 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 AP&L)

      Entergy Operations has made inspections and repairs from time  to
time  on ANO 2's steam generators.  During the October 1995 inspection,
additional  cracks  in the tubes were discovered.   Currently,  Entergy
Operations  is  monitoring the development of the cracks and  assessing
various  options  for the repair or the replacement of  ANO  2's  steam
generators.  See Note 8 for additional information.

River Bend (Entergy Corporation and GSU)

     In connection with the Merger, GSU 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 GSU to Entergy  Operations.
In August 1993 Cajun filed a petition to intervene and a request for  a
hearing  in the proceeding.  In January 1994, the presiding NRC  Atomic
Safety  and  Licensing  Board (ASLB) issued an order  granting  Cajun's
petition  to  intervene  and  ordering a  hearing  on  one  of  Cajun's
contentions.   In  1994,  subsequent to Cajun's  intervention  in  such
proceedings, the NRC Staff issued the two license amendments for  River
Bend, which were effective immediately upon consummation of the Merger.
A hearing on the proceeding before the ASLB has been postponed, pending
approval  of  a  petition by Cajun to withdraw such a  proceeding.   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 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 approving the Merger  and  the
change  in  the  licensed operator of River Bend.  Cajun  has  filed  a
petition  for  review with the D. C. Circuit, and  oral  arguments  are
expected  to  be heard in May 1996.  These two amendments are  in  full
force  and  effect,  but  are  subject  to  the  outcome  of  the   two
proceedings.

State Regulation (AP&L, GSU, LP&L, MP&L, and NOPSI)

General

      Each of the Operating Companies is subject to regulation by state
and/or local regulatory authorities having jurisdiction over the  areas
in  which it operates.  Such regulation includes authority to set rates
for retail electric and gas service.  (See "RATE MATTERS AND REGULATION
- Rate Matters  - Retail Rate Matters," above.)

     AP&L 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.

     GSU 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.  GSU 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.   GSU  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.

      LP&L 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.  LP&L is also subject to the jurisdiction of the Council with
respect to such matters within Algiers.

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

      NOPSI 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

     AP&L holds exclusive franchises to provide electric service in 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.

      GSU  holds non-exclusive franchises, permits, or certificates  of
convenience  and necessity to provide electric and gas  service  in  55
incorporated   villages,  cities,  and  towns  in  Louisiana   and   64
incorporated  cities and towns in Texas.  GSU ordinarily holds  50-year
franchises in Texas and 60-year franchises in Louisiana.  GSU's current
electric franchises will expire in 2007 - 2036 in Texas and in  2015  -
2046  in  Louisiana.  The natural gas franchise in the  City  of  Baton
Rouge will expire in 2015.  In addition, GSU has received from the PUCT
a  certificate of convenience and necessity to provide electric service
to areas within 21 counties in eastern Texas.

     LP&L holds non-exclusive franchises to provide electric service in
116  incorporated villages, cities, and towns.  Most of these municipal
franchises have 25-year terms, although six municipalities have granted
LP&L  60-year franchises.  LP&L also supplies electric service  in  353
unincorporated  communities, all of which are located  in  parishes  in
which LP&L holds non-exclusive franchises.

     MP&L 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.  MP&L
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.

     NOPSI 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 NOPSI's  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 the  System  companies  are
subject to regulation by various federal, state, and local authorities.
The  System  companies believe they are in substantial compliance  with
environmental  regulations  currently applicable  to  their  respective
facilities  and  operations.  They have incurred significant  costs  in
meeting  environmental  protection  standards.   Because  environmental
regulations are continually changing, the ultimate compliance costs  to
the   System   companies  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  the  System  as  a
whole.

Clean Air Legislation

      The  Clean  Air  Act Amendments of 1990 (the Act)  set  up  three
programs  that  affect the System companies: 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 the System to control SO2.  The Act provides
"allowances" to most of the affected System companies' 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  of
the Entergy company 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 System companies are
considered  "clean" utilities and 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 System companies may have excess  allowances
available for sale.

     The System companies have installed continuous emission monitoring
(CEM)  equipment  at their fossil generating units to comply  with  EPA
regulations  under the Act, and CEM software and computer equipment  is
currently  being  updated  at AP&L, MP&L, LP&L,  and  NOPSI  generating
units.   Such CEM equipment resulted in approximately $5.2  million  of
capital  costs  during 1995.  No material costs for CEM  equipment  are
expected in 1996.

      Control  equipment may eventually be required for NOx  reductions
due to the ozone nonattainment status of the areas served by GSU in and
around  Beaumont  and Houston, Texas.  Texas environmental  authorities
are  studying the causes of ozone pollution and will decide during 1996
whether  to  require controls.  If Texas decides to regulate  NOx,  the
cost of such control equipment for the affected GSU plants is estimated
at $10.4 million through the year 2000.

      In  accordance with the Act, the EPA promulgated operating permit
regulations  in  1994  that may set new operating criteria  for  fossil
plants   relating  to  fuels,  emissions,  and  equipment   maintenance
practices.   Some  or all Entergy Companies may also  have  to  install
additional  CEM equipment as a result of these regulations.   The  cost
will  be determined on a state-by-state basis as the plants are granted
permits  during  1996  and 1997.  Related capital   and  operation  and
maintenance  costs are expected to begin in 1996, but are not  expected
to be material.  The authority to impose permit fees under this program
has  been  delegated  to the states by the EPA and,  depending  on  the
outcomes of various decisions of each state regulatory authority, total
permit  fees  for  the  System could range from $1.6  to  $5.0  million
annually.

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.  The System
companies  sent  waste  materials to various disposal  sites  over  the
years.   Also, certain operating procedures and maintenance  practices,
that 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  System
companies  have  become  involved with site clean-up  activities.   The
System  companies  have participated to various degrees  in  accordance
with  their  potential  liability  in  such  site  clean-ups  and  have
developed  experience with clean-up costs.  The System  companies  have
established   reserves   for  such  environmental  clean-up/restoration
activities.   In  the  aggregate, the cost of such remediation  is  not
considered material to the System.

AP&L

      AP&L  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 System company.  Contaminants  at
the  sites  include polychlorinated biphenyls (PCBs), lead,  and  other
hazardous substances.

     In response to such notices from the EPA and the ADPC&E, the sites
discussed below have been remediated:

       At  the EPA's request, AP&L voluntarily performed stabilization
     activities at the Benton Salvage site in Saline County,  Arkansas.
     While the EPA has not named PRPs for this site, AP&L has negotiated an
     agreement with the EPA to remove waste stored  at the site.  AP&L will
     spend approximately $250,000 to remove and dispose of waste material at
     the  Benton  Salvage site.  Although GSU and LP&L have  had  minor
     involvement in the Benton Salvage site, no remediation  action  is
     anticipated by these companies.

      As a result of an internal investigation, AP&L has identified soil
     contamination at AP&L-owned sites located in Blytheville and  Pine
     Bluff, Arkansas.  The contamination appears to be a result of operating
     procedures that were performed prior to any applicable environmental
     regulation.  Remediation of the Blytheville and Pine Bluff sites was
     completed in 1995 at a total cost of approximately $2.25 million.

      Reynolds Metals Company (Reynolds) and AP&L notified the  EPA  in
1989  of possible PCB contamination at two former Reynolds plant  sites
(Jones  Mill  and  Patterson) in Arkansas to which  AP&L  had  supplied
power.   Subsequently, AP&L 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 AP&L participate in remediation efforts with respect to the ditch.
AP&L   and  independent  contractors  engaged  by  AP&L  conducted   an
investigation of the ditch contamination and the possible migration  of
PCBs  from the electrical equipment that AP&L maintained at the  plant.
The  investigation concluded that little, if any, of the  contamination
was  caused by AP&L.  AP&L has thus far expended approximately $150,000
on  investigation  of  the ditch.  In May 1995, AP&L  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 AP&L bears some responsibility for PCB contamination  at
the site.  AP&L believes that it has no liability for contamination  at
the Patterson site and is contesting the lawsuit.

      AP&L  entered into a Consent Administrative Order, dated February
21,  1991,  with  the ADPC&E that named AP&L 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.  AP&L's  share  of  total
remediation costs is estimated to range between $3.0 and $5.0  million.
AP&L  is  attempting to identify and notify other PRPs with respect  to
this  site.  AP&L has received assurances that the ADPC&E will use  its
enforcement authority to allocate remediation expenses among  AP&L  and
any other PRPs that can be identified.  Approximately 20 PRPs have been
identified  to  date.  AP&L has performed the activities  necessary  to
stabilize the site, at a cost of approximately $350,000.  AP&L believes
that its potential liability for this site will not be material.

GSU

      GSU  has been designated by the EPA as a PRP for the clean-up  of
certain  hazardous waste disposal sites.  GSU 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 GSU and  others  for  damages
caused  by  the  disposal of hazardous waste and  for  asbestos-related
disease  allegedly resulting from exposure on GSU premises (see  "Other
Regulation and Litigation" below).  While the amounts at issue  may  be
substantial, GSU believes that its results of operations and  financial
condition  will not be materially adversely affected by the outcome  of
the  suits.  Through December 31, 1995, $7.9 million has been  expended
on  clean-up activities.  As of December 31, 1995, a remaining recorded
liability  of  $21.7 million existed relating to the clean-up  of  five
sites at which GSU has been designated a PRP.

      In  1971,  GSU  purchased  property near  its  Sabine  generating
station,  known as the Bailey site, for possible expansion  of  cooling
water  facilities.  Although it was not known to GSU at the  time,  the
property was utilized by area industries in the 1950's and 1960's as an
industrial  waste  dump.  GSU 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.  GSU 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.   Additional wastes have been discovered at the  site  since  the
original clean-up costs were estimated.  Remediation of the Bailey site
is   being   redesigned  and  costs  are  currently  expected   to   be
approximately $33 million.  GSU is expected to be responsible for 2.26%
of  the  estimated  clean-up  cost.  Federal  and  state  agencies  are
presently  examining  potential  liabilities  associated  with  natural
resource damages.  This matter is currently under negotiation with  the
other  PRPs  and the agencies.  GSU does not believe that its  ultimate
responsibility  with  respect  to this  site  will  be  material  after
allowance for the existing clean-up reserve in the amount of $760,000.

     GSU 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,  GSU  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.  GSU currently is awaiting notification from  the
EPA  before initiating additional clean-up negotiations or actions. GSU
does  not  presently  believe  that its  ultimate  responsibility  with
respect to this site will be material, after allowance for the existing
clean-up reserve of $19.8 million.

     GSU along with LP&L 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 1996.   GSU  and
LP&L  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.)  GSU  does  not  presently
believe that its ultimate responsibility with respect to this site will
be material.

      GSU  received  notification in 1992 from  the  EPA  of  potential
liability  at  a site located in Iota, Louisiana.  This  site  was  the
depository  of  a  variety of wastes, including  medical  and  chemical
wastes.  In addition to GSU, over 200 parties have been named as  PRPs.
The  EPA  has completed remediation at the Iota site.  However,  it  is
continuing its investigation of the site and has notified the  PRPs  of
the possibility of this site being linked to other sites.  GSU does not
believe  it  is implicated in these other sites.  GSU has not  received
notification  of liability or location with regard to the other  sites,
and  does not believe that its ultimate responsibility with respect  to
these other sites will be material.

      GSU, along with AP&L and LP&L, has been notified of its potential
liability  with  respect to the Benton Salvage site located  in  Saline
County, Arkansas.  Although GSU and LP&L have had minor involvement  in
the  Benton Salvage site, no remediation action is anticipated by these
companies.   See  "AP&L" above for a discussion of the  Benton  Salvage
site.

LP&L, NOPSI, and System Energy

      LP&L, NOPSI, and System Energy have received notices from the EPA
and/or  the states of Louisiana and Mississippi that one or  more  than
one  company may be a PRP for disposal sites that are neither owned nor
operated by any System company.  In response to such notices the  sites
discussed below have been remediated:

       LP&L  and NOPSI have completed remediation at the Rose Chemical
     site  located  in Missouri and the aggregate remaining  costs  are
     considered immaterial.
  
       LP&L,  along  with AP&L and GSU, was notified in  1990  of  its
     potential  liability at the Benton Salvage site located in  Saline
     County, Arkansas.  Although GSU and LP&L have been involved in the
     Benton Salvage site, their contributions are considered minor; and
     therefore, no remediation action is required by these companies.  See
     "AP&L" above for a discussion of the Benton Salvage site.
  
      The EPA named LP&L 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.
     LP&L has settled 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 Disposal Systems,
     Inc. site are not expected to be material.
  
      NOPSI received notice from the EPA with respect to a Mississippi
     site, known as Pike County, in the fall of 1994.  The EPA alleged that
     NOPSI sold and shipped hazardous waste to the Pike County site during
     1983 and 1984.  NOPSI has negotiated a final settlement with the EPA
     for remediation of the site and no further costs are expected.
  
       From 1992 to 1994, LP&L 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.  LP&L 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.   LP&L  has
     completed all remediation work to the LDEQ's satisfaction for these
     three  former generating plants, and follow-up sampling  has  been
     completed at the Homer site.  Sampling at the Jonesboro and Thibodaux
     sites is expected to be completed in 1996.  The costs incurred through
     December 31, 1995 for the Homer, Jonesboro, and  Thibodaux sites are
     $22,000, $156,000, and $34,000, respectively.  Any remaining costs are
     considered immaterial.

     There are certain disposal sites in which LP&L and NOPSI 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  LP&L
and  NOPSI.  Such Louisiana sites include Combustion Inc., an abandoned
waste  oil recycling plant site located in Livingston Parish (involving
at least 70 PRPs, including GSU), and the Dutchtown site (also included
on  the NPL and involving 57 PRPs).  LP&L 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,  NOPSI 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.  LP&L 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 $10.6  million
existed at December 31, 1995, for waste water upgrades and closures  to
be  completed by the end of 1996.  Cumulative expenditures relating  to
the upgrades and closures of waste water impoundments were $5.6 million
as of  December 31, 1995.

Other Regulation and Litigation

Merger  (Entergy Corporation and GSU)

      In  July  and  August  1992, Entergy Corporation  and  GSU  filed
applications   with  FERC,  the  LPSC,  and  the  PUCT,   and   Entergy
Corporation,  Entergy  Operations,  and  Entergy  Services   filed   an
application with the SEC under PUHCA, seeking authorization of  various
aspects  of  the  Merger.  In January 1993, GSU filed two  applications
with the NRC seeking approval of the change in ownership of GSU 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 December 15, 1993, and May 17, 1994, 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 seeks  review  of  FERC's
deletion of a 40% cap on the amount of fuel savings GSU may be required
to  transfer  to  other Entergy operating companies  under  a  tracking
mechanism  designed  to  protect  the  other  companies  from   certain
unexpected  increases in fuel costs.  The other parties are seeking  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
(1)   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 (2) 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.  They alleged that
Entergy  must  insulate the ratepayers of AP&L, LP&L, MP&L,  and  NOPSI
from  all  litigation liabilities related to GSU's River  Bend  nuclear
facility.   In  its  May 17, 1994, order on rehearing,  FERC  addressed
Entergy's commitment to insulate the customers of AP&L, LP&L, MP&L, and
NOPSI  against  liability resulting from certain  litigation  involving
River   Bend.   In  response  to  FERC's  clarification  of   Entergy's
commitment,  Entergy Services filed a compliance  filing  on  June  16,
1994,  which  amended certain System Agreement language submitted  with
the  December  30,  1993,  filing.  APSC and  AEEC  subsequently  filed
protests   questioning  the  adequacy  of  Entergy's  June  16,   1994,
compliance  filing.  Entergy filed an answer to the protest reiterating
its full compliance with the requirements of FERC's May 17, 1994, order
on rehearing.  FERC has not yet acted on the compliance filings.

     Requests for rehearing of the SEC order were filed with the SEC by
Houston Industries Incorporated and 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 has been remanded  by  the  D.C.
Circuit  to  the SEC for further consideration in light of developments
at FERC relating to Entergy's transmission tariffs.

      Appeals seeking to set aside the LPSC order related to the Merger
were  filed in the 19th Judicial District Court for the Parish of  East
Baton  Rouge, Louisiana, by Houston Lighting & Power Company on  August
13, 1993, and by the Alliance for Affordable Energy, Inc. on August 20,
1993.   Subsequently,  on February 9, 1994, Houston  Lighting  &  Power
Company filed a motion voluntarily dismissing its appeal.  In judgments
issued in February and November 1995, the 19th Judicial District  Court
dismissed the appeals of the Alliance for Affordable Energy, Inc.

Flowage Easement Suits (AP&L)

      Three lawsuits (subsequently consolidated into one) were filed in
the  Arkansas  District Court by numerous plaintiffs against  AP&L  and
Entergy Services in connection with the operation of two dams during  a
period  of  heavy rainfall and flooding in May 1990.  The  consolidated
lawsuits  sought  approximately $14.4 million in  property  losses  and
other  compensatory damages, and $500 million in punitive damages.   In
their   responses  to  these  complaints,  AP&L  and  Entergy  Services
asserted,  among other things, that AP&L owns flowage easements  giving
it  the permanent right to inundate the lands owned or occupied by  the
plaintiffs  in  connection with the operation  of  the  dams.   Rulings
issued  by the Arkansas District Court in June and November 1991  found
that  AP&L  had  the  right to enforce its flowage easements  and  that
Entergy  Services  was  entitled  to  the  benefit  of  AP&L's  flowage
easements.   Such  rulings removed from consideration  damages  in  the
approximate amount of $13.5 million alleged to have occurred within the
areas  covered  by  the easements.  As a result,  over  300  plaintiffs
claiming   damage  within  the  easements  were  dismissed   from   the
consolidated  case in December 1991.  Certain plaintiffs  appealed  the
Arkansas  District  Court  rulings to the  Eighth  Circuit,  and  these
appeals  were  ultimately  denied  in  December  1993.   The  remaining
plaintiffs, to whom the flowage easements did not apply, had obtained a
stay  and  an  administrative termination of their claims, pending  the
outcome   of  the  appeal.   On  February  10,  1995,  such  plaintiffs
petitioned the Arkansas District Court to reopen the proceedings as  to
their  claims.  In March 1995, the Arkansas District Court ordered  the
reopening  of the proceedings relating to the plaintiffs' claims  which
were  previously stayed and administratively terminated, and the claims
were  subsequently  tried.  On November 9, 1995, the Arkansas  District
Court dismissed all remaining plaintiffs' claims, resolving the case in
favor of AP&L.

Asbestos and Hazardous Waste Suits

(GSU and LP&L)

     A number of plaintiffs who allegedly suffered damage or injury, or
are survivors of persons who allegedly died, as a result of exposure to
"hazardous toxic waste" that emanated from a site in Livingston Parish,
sued  GSU and approximately 70 other defendants, including LP&L, 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.  No assurances can be given
to the timing or outcome of these suits.

(GSU)

      A  total  of six suits have been filed on behalf of approximately
3,415 plantiffs in state and federal courts in Jefferson County, Texas.
These  suits seek relief from GSU as well as numerous other  defendants
for  damages  caused  by the alleged exposure to  hazardous  waste  and
asbestos  on the defendants' premises.  At least five other  individual
suits  have  been  filed in Beaumont against GSU  and  others,  seeking
damages  for alleged asbestos exposure.  All of the plaintiffs in  such
suits  are  also  suing GSU and all other defendants  on  a  conspiracy
count.   It  is  not yet known how many of the plantiffs in  the  suits
discussed   above   worked  on  GSU's  premises.    There   have   been
approximately 55 asbestos-related law suits filed in the District Court
of  Calcasieu  Parish  in  Lake Charles, Louisiana,  on  behalf  of  an
aggregate  of 119 plaintiffs naming numerous defendants including  GSU,
and  GSU  expects additional cases to be filed.  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 two largest of the Jefferson County suits (involving
about  1,660  groups  of claimants) and 38 suits  in  Calcasieu  Parish
(involving approximately 91 plantiffs) have been consummated.  GSU  was
named  as  one  of a number of defendants in nearly all of  the  suits.
GSU's  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 GSU)

      GSU  has significant business relationships with Cajun, including
co-ownership of River Bend (operated by GSU) and Big Cajun  2,  Unit  3
(operated  by Cajun).  GSU and Cajun, respectively,  own  70%  and  30%
undivided  interests in River Bend and 42% and 58% undivided  interests
in  Big  Cajun  2,  Unit  3.   Cajun  is  currently  in  reorganization
proceedings under the United States Bankruptcy Code.

     In June 1989, Cajun filed a civil action against GSU in the United
States  District  Court for the Middle District of Louisiana  (District
Court).   Cajun's  complaint seeks to annul, rescind, terminate  and/or
dissolve  the  Joint  Ownership Participation and  Operating  Agreement
(Operating  Agreement)  entered into on August  28,  1979  relating  to
River  Bend.   Cajun  alleges fraud and error by  GSU,  breach  of  its
fiduciary  duties owed to Cajun and/or GSU's repudiation, renunciation,
abandonment or dissolution of its core obligations under the  Operating
Agreement, as well as the lack or failure of cause and/or consideration
for  Cajun's performance under the Operating Agreement.  The suit  also
seeks to recover Cajun's alleged $1.6 billion investment in the unit as
damages,  plus  attorneys'  fees,  interest,  and  costs.   Two  member
cooperatives of Cajun have brought an independent action to declare the
Operating Agreement void, based upon failure to get prior LPSC approval
alleged to be necessary.  GSU believes the suits are without merit  and
is contesting them vigorously.

      A  trial  on  the  portion of the suit by Cajun  to  rescind  the
Operating  Agreement  began in April 1994 and was  completed  in  March
1995.   On  October  24, 1995, the District Court issued  a  memorandum
opinion  ruling in favor of GSU.  The District Court found  that  Cajun
did not prove that GSU fraudulently induced it to execute the Operating
Agreement  and that Cajun failed to timely assert its claim.   A  final
judgment  on  this portion of the suit is not expected  to  be  entered
until  all claims asserted by Cajun have been heard.  The trial of  the
second  portion of the suit currently is scheduled to begin on July  2,
1996.   If  GSU  is ultimately unsuccessful in this litigation  and  is
required  to pay substantial damages, GSU would probably be  unable  to
make  such  payments  and  could be forced  to  seek  relief  from  its
creditors under the United States Bankruptcy Code.  If GSU prevails  in
this  litigation,  there  can be no assurance that  the  United  States
Bankruptcy Court will allow funding by Cajun of all required  costs  of
ownership in River Bend.

      In the bankruptcy proceedings, Cajun filed a motion to reject the
Operating  Agreement as a burdensome executory contract.  GSU responded
on January 10, 1995, with a memorandum opposing Cajun's motion.  If the
District  Court  were to grant Cajun's motion to reject  the  Operating
Agreement,  Cajun would be relieved of its financial obligations  under
the  contract, while GSU would likely have a substantial  damage  claim
arising  from  any such rejection.  Although GSU believes that  Cajun's
motion  to reject the Operating Agreement is without merit, it  is  not
possible   to  predict  the  outcome  or  ultimate  impact   of   these
proceedings.

      See  Note  8  for  additional  information  regarding  the  Cajun
litigation, Cajun's bankruptcy filing, related filings, and the ongoing
potential effects of these matters upon GSU.

      As  the result of an order issued by the District Court in August
1995, a former federal bankruptcy judge, Ralph Mabey, was appointed  as
trustee  to  oversee Cajun in bankruptcy.  The LPSC and Cajun  appealed
the  appointment of a trustee to the Fifth Circuit where the action  of
the  District  Court was reversed and remanded for further proceedings.
However,  in  January  1996, the Fifth Circuit  reversed  its  original
position and affirmed the appointment of the trustee.

      In  October 1995, the appeals court affirmed the District Court's
preliminary  injunction  in  the  Cajun  litigation.   The  preliminary
injunction stipulated that GSU should make payments for its portion  of
expenses  for  Big Cajun 2, Unit 3 into the registry  of  the  District
Court.  As of December 31, 1995, $38 million had been paid by GSU  into
the registry of the District Court.

      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.  However, Cajun continues to pay its  share  of
decommissioning costs for River Bend.  Cajun's unpaid portion of  River
Bend  operating and maintenance expenses (including nuclear  fuel)  and
capital costs for 1995 was approximately $58.7 million.  The cumulative
cost (excluding nuclear fuel) to GSU resulting from Cajun's failure  to
pay its full share of River Bend-related costs, reduced by the proceeds
from  the sale by GSU of Cajun's share of River Bend power and payments
for GSU's portion of expenses for Big Cajun 2, Unit 3 into the registry
of the District Court, was $31.1 million as of December 31, 1995. These
amounts  are  reflected  in long-term receivables  with  an  offsetting
reserve  in other deferred credits.  Cajun's bankruptcy may affect  the
ultimate  collectibility  of the amounts owed  to  GSU,  including  any
amounts that may be awarded in litigation.

Cajun - Transmission Service (Entergy Corporation and GSU)

      GSU  and  Cajun  are  parties  to FERC  proceedings  relating  to
transmission  service  charge disputes.   See  Note  8  for  additional
information regarding these FERC proceedings, FERC orders issued  as  a
result  of  such  proceedings  and  the  potential  effects  of   these
proceedings upon GSU.

      On  December  7,  1993,  Cajun filed a complaint  in  the  Middle
District  of  Louisiana alleging that GSU 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.  GSU has moved to dismiss the  complaint  on  the
basis, among others, that FERC has already addressed the matter in  the
proceedings described in Note 8.

Service Area Dispute

(Entergy Corporation and GSU)

       GSU   was  requested  by  Cajun  and  Jefferson  Davis  Electric
Cooperative,  Inc.  (Jefferson Davis), to provide the  transmission  of
power  over  GSU's  system for delivery to an area near  Lake  Charles,
Louisiana.   GSU  provides  electric service to  industrial  and  other
customers  in  this area, and Cajun and Jefferson  Davis  do  not.   In
October  1989,  Cajun  filed a complaint at FERC  contending  that  GSU
wrongfully  refused to provide Cajun certain transmission  services  so
that  its  member,  Jefferson Davis, could provide service  to  certain
industrial customers, and it requested FERC to order GSU to provide the
service.  Subsequently, the FERC summarily dismissed Cajun's complaint,
but the D.C. Circuit reversed FERC's summary determination and remanded
the  case  to FERC for a hearing.  Ultimately, in March 1994, the  FERC
issued  an  order  dismissing Cajun's complaint and  finding  that  GSU
properly   exercised  its  contractual  right  to  refuse  to   provide
transmission  service  to Cajun.  In August 1994,  the  FERC  denied  a
rehearing.   Subsequently, Cajun filed a petition  for  review  of  the
FERC's  orders in the D.C. Circuit.  In October 1995, the D.C.  Circuit
affirmed the FERC's previous opinion in its entirety.

     Cajun and Jefferson Davis also brought a related action in federal
court  in  the Western District of Louisiana alleging that GSU breached
its  obligations under the parties' contract and violated the antitrust
laws  by refusing to provide the transmission service described  above.
Cajun  and Jefferson Davis seek an injunction requiring GSU to  provide
the  requested service and unspecified treble damages for GSU's refusal
to  provide  the service.  In November 1989, the district court  denied
Cajun's  and Jefferson Davis' motion for a preliminary injunction.   In
May  1991, the judge stayed the proceeding pending final resolution  of
the matters still pending before FERC.

(Entergy Corporation and MP&L)

      On  October 11, 1994, twelve Mississippi cities filed a complaint
in  state  court  against  MP&L 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, MP&L
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.

Cajun/River Bend Repairs (Entergy Corporation and GSU)

      In December 1991, Cajun filed a complaint seeking declaratory and
injunctive relief from the U. S. District Court for the Middle District
of  Louisiana.   The complaint concerns GSU's position that  Cajun  has
defaulted on the payment of its share of certain expenditures to repair
corrosion  damage  in the service water system, to repair  a  feedwater
nozzle crack and to repair a turbine rotor.  Cajun alleges that it  has
no  obligation  to pay its share of such costs and seeks a  declaration
that  it may elect not to participate in the funding of such costs  and
that  GSU  may  not  demand  payment or attempt  to  implement  default
provisions  in the Operating Agreement.  Cajun alleges that  if  it  is
required  to pay its share of such costs it would be forced to  default
on  other  obligations.  See "Cajun - River Bend" above for information
regarding  Cajun's bankruptcy filing.  GSU believes that  Cajun  is  in
default  under the provisions of the Operating Agreement.  No assurance
can  be  given  as to the outcome or timing of this action  brought  by
Cajun.

Taxes Paid Under Protest (Entergy Corporation and LP&L)

      Since the mid-1980's, LP&L 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 ($4.9  million  through
1989)  under  protest  by LP&L.  LP&L continues  to  be  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 October 1994, Parish tax  authorities
sued  LP&L  and  Entergy  Corporation in the Civil  District  Court  of
Orleans Parish, Louisiana, claiming that $1.4 million of sales and  use
and  lease  taxes  paid  under protest by LP&L with  respect  to  newly
acquired  nuclear fuel were not, in fact, paid under protest, and  that
unspecified  additional  taxes,  interest,  and  penalties   are   due.
Subsequently,  the  suit  filed  by  the  Parish  tax  authorities  was
dismissed.   In  September  1995, LP&L similarly  paid  use  tax  under
protest in the amount of $209,000 with regard to the delivery of a  new
batch  of fuel.  In June 1995, LP&L received a favorable decision  from
the  Louisiana  Fifth Circuit Court of Appeals that confirmed  that  no
such use taxes are due.  The Parish and LP&L are currently discussing a
possible settlement of all pending tax-related litigation including the
likely  return  of the amounts paid under protest in October  1994  and
September  1995. The suits by LP&L with regard to state  use  tax  paid
under protest on nuclear fuel are still pending.

Federal Income Tax Audit (Entergy Corporation, LP&L, 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  application of accelerated investment  tax  credits
associated  with  Waterford 3 and Grand Gulf nuclear  plants.   Entergy
Corporation  believes  there  is  no material  tax  deficiency  and  is
vigorously contesting the proposed assessment.

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  lawsuit  is
without  merit,  that the damages claimed are insupportable,  and  that
some  or all of the claims against Entergy will be dismissed.  However,
no assurance can be given as to the timing or outcome of this matter.

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.  Subsequent to the filing of the petition, CTI indicated  that
it  is  seeking  to  recover  approximately $36  million  from  Entergy
Enterprises.   No trial date has been set at this time.   No  assurance
can be given as to the timing or outcome of this matter.

                                   
       EARNINGS RATIOS OF OPERATING COMPANIES AND SYSTEM ENERGY

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

<TABLE>
<CAPTION>
                   Ratios of Earnings to Fixed Charges
                   Years Ended December 31,
                    1991         1992      1993       1994        1995
<S>                <C>         <C>        <C>       <C>         <C>
   AP&L             2.25         2.28      3.11 (c)   2.32        2.56
   GSU              1.56         1.72      1.54        .36 (d)    1.86
   LP&L             2.40         2.79      3.06       2.91        3.18
   MP&L             2.36         2.37      3.79 (c)   2.12        2.92
   NOPSI            5.66 (b)     2.66      4.68 (c)   1.91        3.93
   System Energy    1.74         2.04      1.87       1.23        2.07
</TABLE>

<TABLE>
<CAPTION>
                   Ratios of Earnings to Combined Fixed Charges and
                   Preferred Dividends
                   Years Ended December 31,
<S>               <C>         <C>        <C>        <C>         <C>
                    1991         1992      1993       1994        1995
                                                                      
   AP&L             1.87         1.86      2.54 (c)   1.97        2.12
   GSU (a)          1.19         1.37      1.21        .29 (d)    1.54
   LP&L             1.95         2.18      2.39       2.43        2.60
   MP&L             1.94         1.97      3.08 (c)   1.81        2.51
   NOPSI            4.97 (b)     2.36      4.12 (c)   1.73        3.56
</TABLE>

     
(a)  "Preferred Dividends" in the case of GSU also include dividends on
     preference stock.

(b)  Earnings  for  the year ended December 31, 1991, include  the  $90
     million effect of the 1991 NOPSI Settlement.

(c)  Earnings   for   the  year  ended  December  31,   1993,   include
     approximately $81 million, $52 million, and $18 million for  AP&L,
     MP&L, and NOPSI, respectively, related to the change in accounting
     principle  to  provide  for  the  accrual  of  estimated  unbilled
     revenues.

(d)  Earnings  for the year ended December 31, 1994, for GSU  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

NOPSI

Narrative Description of NOPSI Industry Segments

Electric Service

      NOPSI supplied retail electric service to 190,332 customers as of
December  31,  1995.  During 1995,  39% of electric operating  revenues
was  derived from residential sales, 40% from commercial sales, 6% from
industrial  sales,  and  15% from sales to governmental  and  municipal
customers.

Natural Gas Service

      NOPSI supplied retail natural gas service to 153,370 customers as
of  December 31, 1995.  During 1995, 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 NOPSI's  industry
segments, see NOPSI's financial statements and Note 14.

Employees by Segment

     NOPSI's full-time employees by industry segment as of December 31,
1995, were as follows:

              Electric               378
              Natural Gas            111
                                     ---
                   Total             489
                                     === 

      (For  further  information with respect to NOPSI's segments,  see
"PROPERTY.")

GSU

      For  the  year  ended December 31, 1995, 96% of  GSU's  operating
revenues  was  derived  from the electric  utility  business.   Of  the
remaining operating revenues 3% was derived from the steam business and
1% from the natural gas business.

<PAGE>

                               PROPERTY

Generating Stations

      The  total capability of the System's owned and leased generating
stations  as  of  December 31, 1995, by company and by  fuel  type,  is
indicated below:

<TABLE>
<CAPTION>
                     Owned and Leased Capability MW(1)
                  ---------------------------------------------------
                                                                  Gas             
                                                                Turbine           
                                                                  and             
                                                              Internal            
 Company            Total           Fossil        Nuclear    Combustion     Hydro
-------------      -------          -------       --------    ---------      ----
<S>              <C>              <C>           <C>         <C>           <C>
 AP&L                 4,373  (2)      2,379          1,694          230 (4)    70
 GSU                  6,558  (2)      5,828            655           75         -
 LP&L                 5,423  (2)      4,329          1,075           19         -
 MP&L                 3,063  (2)      3,052              -           11         -
 NOPSI                  934  (2)        918              -           16         -
 System Energy        1,051               -          1,051            -         -
                   -------          -------       --------    ---------      ----
   Total System      21,402  (3)     16,506  (3)     4,475          351        70
                  =========        ========       =========   =========     =====
</TABLE>


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

(2)  Excludes the capacity of fossil-fueled generating stations  placed
     on  extended reserve as follows: AP&L - 506 MW; GSU - 405 MW; LP&L
     -  157  MW; MP&L - 73 MW; and NOPSI - 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 809 MW of fossil-fueled capacity.

(4)  Includes 188 MW of capacity leased by AP&L 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 the System.  Based on load and capability projections and bulk power
availability,  the  System has no current need  to  install  additional
generating  capacity.  When new generation resources  are  needed,  the
System  plans  to meet this need with a variety of sources  other  than
construction  of new base load generating capacity.  In  the  meantime,
the  System 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  Operating
Companies.   Among  other  things, the System Agreement  provides  that
parties having generating capacity greater than their load requirements
(long  companies) shall sell receive payments from those parties having
deficiencies  in generating capacity (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  Operating 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).

      The  System's business is subject to seasonal fluctuations,  with
the  peak period occurring in the summer months. The System's 1995 (and
all-time)  peak demand of 19,590 MW occurred on August 16,  1995.   The
net  System capability at the time of peak was 21,100 MW, net  of  off-
system  firm sales of 302 MW.  The capacity margin at the time  of  the
peak was approximately 7.2%, 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  MP&L's  capacity,
operating  facilities  or interests therein are  owned  by  the  System
operating company serving the area in which the facilities are located.
However,  all  of  the  System'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
Operating  Companies interconnect, the Operating 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
Operating Companies are also members of the Western Systems Power Pool.

Gas Property

     As of December 31, 1995, NOPSI distributed and transported natural
gas  for  distribution solely within the limits  of  the  City  of  New
Orleans through a total of 1,421 miles of gas distribution mains and 40
miles  of gas transmission lines.  Koch Gateway Pipeline Company  is  a
principal supplier of natural gas to NOPSI, delivering to 6 of  NOPSI's
14 delivery points.

      As  of  December  31, 1995, the gas properties of  GSU  were  not
material to GSU.

Titles

       The  System's  generating  stations  are  generally  located  on
properties   owned  in  fee  simple.   The  greater  portion   of   the
transmission and distribution lines of the Operating 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 Operating 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 Operating 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 Operating
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.,
and  is not subject to the lien of the GSU mortgage securing the  first
mortgage  bonds of GSU, but is leased to and operated by GSU.   In  the
case  of  LP&L,  certain properties are also subject to  the  liens  of
second  mortgages securing other obligations of LP&L.  In the  case  of
MP&L  and  NOPSI, 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

      Entergy's  sources of generation and average fuel cost  per  KWh,
excluding Entergy Power, for the years 1993-1995 were:

<TABLE>
<CAPTION>
                Natural           Fuel       Nuclear            Coal
                 Gas           Oil           Fuel             
              %    Cents    %     Cents    %    Cents     %    Cents
              of    per     of     per     of    Per      of    Per
Year         Gen    KWh    Gen     KWh    Gen    KWh     Gen    KWh
<S>         <C>   <C>    <C>     <C>    <C>     <C>    <C>    <C>
1995          50   1.99     -        -    35     .60     15    1.73
1994          44   2.24     1     3.99    39     .60     16    1.82
1993-         27   2.70     7     2.10    51     .58     15    1.91
Entergy
 (excluding
GSU)
1993 - GSU    69   2.44     -       -     14    1.19     17    1.77
</TABLE>

     The System's actual 1995 and projected 1996 sources of generation,
excluding Entergy Power, are:

<TABLE>
<CAPTION>
               Natural           Fuel         Nuclear          Coal
               Gas            Oil                             
           1995    1996   1995    1996   1995    1996   1995    1996
<S>       <C>     <C>    <C>     <C>    <C>     <C>    <C>     <C>
System     50%    46%       -       -     35%     36%    15%     18%
AP&L        9      8        -       -     55      48     35      43
GSU        69     76        -       -     18      16     13       8
LP&L       63     57        -       -     37      43      -       -
MP&L       72     70        1       -      -       -     27      30
NOPSI     100    100        -       -      -       -      -       -
System     -       -        -       -    100(a)  100(a)   -       -
Energy
</TABLE>

(a)Capacity  and energy from System Energy's interest in Grand  Gulf  1
   is  allocated as follows: AP&L - 36%; LP&L - 14%; MP&L  -  33%;  and
   NOPSI - 17%.

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

Natural Gas

      The  Operating  Companies  have  long-term  firm  and  short-term
interruptible  gas contracts.  Long-term firm contracts  comprise  less
than  40%  of  total  System requirements but can be  called  upon,  if
necessary,  to satisfy a significant percentage of the System's  needs.
Additional  gas requirements are satisfied by short-term contracts  and
spot-market purchases.  GSU 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 1996.  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
Operating Companies will use alternate fuels, such as oil, or  rely  on
coal and nuclear generation.

Coal

      AP&L  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 AP&L's expected annual
coal  requirements.   Additional requirements are satisfied  by  annual
spot  market purchases.  GSU 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 2004.  Cajun has advised
GSU  that  it 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 AP&L's, LP&L'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
GSU's  River Bend plant are covered by contracts made by GSU.   Entergy
Operations acts as agent for System Fuels and GSU 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,  AP&L,
LP&L,  and System Energy have agreed to purchase nuclear materials  and
services under the agreement.

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

<TABLE>
<CAPTION>
                             Acquisition
                                of or                        
                              Conversion                                                 
                                to                          Spent
                  Uranium     Uranium      Enrich-  Fabri-   Fuel
                Concentrate  Hexafluoride   ment    cation  Disposal
    <S>        <C>        <C>             <C>      <C>     <C>
     ANO 1         (1)       (1)            (2)      1997     (3)
     ANO 2         (1)       (1)            (2)      1999     (3)
     River Bend    (1)       (1)            (2)      2000     (3)     
     Waterford 3   (1)       (1)            (2)      1999     (3)     
     Grand Gulf 1  (1)       (1)            (2)      2000     (3)
     
</TABLE>

(1)  Current  contracts will provide a significant percentage of  these
     materials  and  services through termination  dates  ranging  from
     1996-1999.   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.

      The  System  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.

      AP&L, GSU, LP&L, and System Energy currently have arrangements to
lease  nuclear  fuel  and related equipment and services  in  aggregate
amounts  up to $130 million, $70 million, $80 million, and $80 million,
respectively.  As of December 31, 1995, the unrecovered  cost  base  of
AP&L's, GSU's, LP&L's, and System Energy's nuclear fuel leases amounted
to  approximately  $98.7  million, $69.9 million,  $72.9  million,  and
$71.4  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 LP&L's
and  GSU's case, the consent of the lenders.  The credit agreements for
AP&L,  GSU,  LP&L, and System Energy have been extended  and  now  have
termination  dates of December 1998, December 1998, January  1999,  and
February  1999, 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

     NOPSI has several suppliers of natural gas for resale.  Its system
is interconnected with three interstate and three intrastate pipelines.
Presently,  NOPSI's  primary suppliers are Koch  Gas  Services  Company
(KGS),  an  interstate gas marketer, and Bridgeline and  Pontchartrain,
intrastate pipelines.  NOPSI has a firm gas purchase contract with KGS.
The  KGS  gas  supply is transported to NOPSI pursuant to a "No-Notice"
transportation  service  agreement with Koch Gateway  Pipeline  Company
(KGPC).   This  service is subject to FERC-approved rates.   NOPSI  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, NOPSI has experienced  no such curtailments.

      After  the  implementation of FERC-mandated  interstate  pipeline
restructuring  in  1993, curtailments of interstate  gas  supply  could
occur  if  NOPSI's  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, NOPSI does  not  anticipate  any
interruptions in natural gas deliveries to its customers.

      GSU 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

     AP&L, GSU, LP&L, MP&L, and NOPSI 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 1995, 1994,  and  1993,  the  System
contributed  approximately $9 million, $18 million,  and  $17  million,
respectively,  for the various 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 1995.

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

      During the fourth quarter of 1995, no matters were submitted to a
vote  of the security holders of Entergy Corporation, AP&L, GSU,  LP&L,
MP&L, NOPSI, 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 1995 and 1994 were as follows:

<TABLE>
<CAPTION>
                            1995             1994
                       High    Low      High     Low
                                (In Dollars)
      <S>           <C>       <C>      <C>      <C>
      First          24 3/4     20       37 3/8   31 1/8                                        
      Second         25 3/8     21       32 1/8   24 5/8                                         
      Third          26 1/8     23 3/4   26 1/4   22 5/8                                      
      Fourth         29 1/4     26 1/4   24 3/4   21 1/4
                                  
</TABLE>

     Dividends of 45 cents per share were paid on Entergy Corporation's
common stock in each of the quarters of 1995 and 1994.

     As of February 29, 1996, there were 98,911 stockholders of record 
of Entergy Corporation.

      For  information  with  respect to Entergy  Corporation's  future
ability to pay dividends, refer to Note 7, "DIVIDEND RESTRICTIONS."  In
addition to the restrictions described in Note 7, 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.

AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy

      There  is no market for the common stock of Entergy Corporation's
subsidiaries  as  all  shares are owned by  Entergy  Corporation.  Cash
dividends  on  common  stock  paid  by  the  subsidiaries  to   Entergy
Corporation during 1995 and 1994, were as follows:

<TABLE>
<CAPTION>
                             1995              1994
                                      (In Millions)
<S>               <C>              <C>
AP&L                       $153.4             $80.0
GSU                            --            $289.1
LP&L                       $221.5            $167.1
MP&L                        $61.7             $45.6
NOPSI                       $30.6             $33.3
System Energy               $92.8            $148.3
Entergy S.A.                 $3.5                --
Entergy Transener            $2.1                --

</TABLE>

      In  February  1996,  Entergy Corporation  received  common  stock
dividend  payments from its subsidiaries  totaling $48.7  million.  For
information  with  respect to restrictions that limit  the  ability  of
System Energy and the Operating Companies to pay dividends, see Note 7.

Item 6.   Selected Financial Data

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

      AP&L.   Refer to information under the heading "ARKANSAS POWER  &
LIGHT COMPANY SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON."

     GSU. Refer to information under the heading "GULF STATES UTILITIES
COMPANY SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON."

      LP&L.  Refer to information under the heading "LOUISIANA POWER  &
LIGHT COMPANY SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON."

     MP&L.  Refer to information under the heading "MISSISSIPPI POWER &
LIGHT COMPANY SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON."

     NOPSI.  Refer to information under the heading "NEW ORLEANS PUBLIC
SERVICE 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."

      AP&L.   Refer to information under the heading "ARKANSAS POWER  &
LIGHT  COMPANY MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - RESULTS
OF OPERATIONS."

      GSU.   Refer  to  information  under  the  heading  "GULF  STATES
UTILITIES  COMPANY  MANAGEMENT'S FINANCIAL DISCUSSION  AND  ANALYSIS  -
RESULTS OF OPERATIONS."

      LP&L.  Refer to information under the heading "LOUISIANA POWER  &
LIGHT  COMPANY MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - RESULTS
OF OPERATIONS."

     MP&L.  Refer to information under the heading "MISSISSIPPI POWER &
LIGHT  COMPANY MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - RESULTS
OF OPERATIONS."

     NOPSI.  Refer to information under the heading "NEW ORLEANS PUBLIC
SERVICE  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.


                     INDEX TO FINANCIAL STATEMENTS
                                   

Entergy Corporation and Subsidiaries:                               
  Report of Management                                            44
  Audit Committee Chairperson's Letter                            45
  Management's Financial Discussion and Analysis for Entergy      46
Corporation and Subsidiaries
  Report of Independent Accountants for Entergy Corporation       55
and Subsidiaries
  Independent Auditors' Report for Entergy Corporation and        56
Subsidiaries
  Management's Financial Discussion and Analysis for Entergy      57
Corporation and Subsidiaries
    Statements of Consolidated Income For the Years Ended December      
31, 1995, 1994, and 1993 for Entergy Corporation and              59
Subsidiaries
    Statements of Consolidated Cash Flows For the Years Ended           
December 31, 1995, 1994, and 1993 for Entergy Corporation and     60
Subsidiaries
  Balance Sheets, December 31, 1995 and 1994 for Entergy          62
Corporation and Subsidiaries
    Statements of Consolidated Retained Earnings and Paid-In            
Capital for the Years Ended December 31, 1995, 1994, and 1993     64
for Entergy Corporation and Subsidiaries
  Selected Financial Data - Five-Year Comparison for Entergy      65
Corporation and Subsidiaries
  Report of Independent Accountants for Arkansas Power & Light    66
Company
  Independent Auditors' Report for Arkansas Power & Light         67
Company
  Management's Financial Discussion and Analysis for Arkansas     68
Power & Light Company
    Statements of Income For the Years Ended December 31, 1995,         
1994, and 1993 for Arkansas Power & Light Company                 70
    Statements of Cash Flows For the Years Ended December 31,           
1995, 1994, and 1993 for Arkansas Power & Light Company           71
  Balance Sheets, December 31, 1995 and 1994 for Arkansas         72
Power & Light Company
    Statements of Retained Earnings for the Years Ended December        
31, 1995, 1994, and 1993 for Arkansas Power & Light Company       74
  Selected Financial Data - Five-Year Comparison for Arkansas     75
Power & Light Company
  Report of Independent Accountants for Gulf States Utilities     76
Company
  Management's Financial Discussion and Analysis for Gulf         78
States Utilities Company
    Statements of Income For the Years Ended December 31, 1995,         
1994, and 1993 for Gulf States Utilities Company                  80
    Statements of Cash Flows For the Years Ended December 31,           
1995, 1994, and 1993 for Gulf States Utilities Company            81
  Balance Sheets, December 31, 1995 and 1994 for Gulf States      82
Utilities Company
    Statements of Retained Earnings and Paid-In Capital for the         
Years Ended December 31, 1995, 1994, and 1993 for Gulf States     84
Utilities Company
  Selected Financial Data - Five-Year Comparison for Gulf         85
States Utilities Company
  Report of Independent Accountants for Louisiana Power &         86
Light Company
  Independent Auditors' Report for Louisiana Power & Light        87
Company
  Management's Financial Discussion and Analysis for Louisiana    88
Power & Light Company
    Statements of Income For the Years Ended December 31, 1995,         
1994, and 1993 for Louisiana Power & Light Company                90
    Statements of Cash Flows For the Years Ended December 31,           
1995, 1994, and 1993 for Louisiana Power & Light Company          91
  Balance Sheets, December 31, 1995 and 1994 for Louisiana        92
Power & Light Company
    Statements of Retained Earnings for the Years Ended December        
31, 1995, 1994, and 1993 for Louisiana Power & Light Company      94
  Selected Financial Data - Five-Year Comparison for Louisiana    95
Power & Light Company
  Report of Independent Accountants for Mississippi Power &       96
Light Company
  Independent Auditors' Report for Mississippi Power & Light      97
Company
  Management's Financial Discussion and Analysis for              98
Mississippi Power & Light Company
    Statements of Income For the Years Ended December 31, 1995,         
1994, and 1993 for Mississippi Power & Light Company             100
    Statements of Cash Flows For the Years Ended December 31,           
1995, 1994, and 1993 for Mississippi Power & Light Company       101
  Balance Sheets, December 31, 1995 and 1994 for Mississippi     102
Power & Light Company
    Statements of Retained Earnings for the Years Ended December        
31, 1995, 1994, and 1993 for Mississippi Power & Light Company   104
  Selected Financial Data - Five-Year Comparison for             105
Mississippi Power & Light Company
  Report of Independent Accountants for New Orleans Public       106
Service Inc.
  Independent Auditors' Report for New Orleans Public Service    107
Inc.
  Management's Financial Discussion and Analysis for New         108
Orleans Public Service Inc.
    Statements of Income For the Years Ended December 31, 1995,         
1994, and 1993 for New Orleans Public Service Inc.               110
    Statements of Cash Flows For the Years Ended December 31,           
1995, 1994, and 1993 for New Orleans Public Service Inc.         111
  Balance Sheets, December 31, 1995 and 1994 for New Orleans     112
Public Service Inc.
    Statements of Retained Earnings for the Years Ended December        
31, 1995, 1994, and 1993 for New Orleans Public Service Inc.     114
  Selected Financial Data - Five-Year Comparison for New         115
Orleans Public Service Inc.
  Report of Independent Accountants for System Energy            116
Resources, Inc.
  Independent Auditors' Report for System Energy Resources,      117
Inc.
  Management's Financial Discussion and Analysis for System      119
Energy Resources, Inc.
    Statements of Income For the Years Ended December 31, 1995,         
1994, and 1993 for System Energy Resources, Inc.                 120
    Statements of Cash Flows For the Years Ended December 31,           
1995, 1994, and 1993 for System Energy Resources, Inc.           121
  Balance Sheets, December 31, 1995 and 1994 for System Energy   122
Resources, Inc.
    Statements of Retained Earnings for the Years Ended December        
31, 1995, 1994, and 1993 for System Energy Resources, Inc.       124
  Selected Financial Data - Five-Year Comparison for System      125
Energy Resources, Inc..
  Notes to Financial Statements for Entergy Corporation and      126
Subsidiaries
<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.



/s/Ed Lupberger                         /s/Gerald D. McInvale
ED LUPBERGER                            GERALD D. MCINVALE
Chairman, President, and Chief          Executive Vice President and
Executive Officer of Entergy            Chief Financial Officer
Corporation, AP&L, GSU, LP&L, MP&L and 
NOPSI




/s/Donald C. Hintz
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  four  directors   who  are  not  officers  of   Entergy
Corporation: Lucie J. Fjeldstad, Chairperson, Dr. Norman  C.  Francis,
James  R.  Nichols, and H. Duke Shackelford.  The committee  held  four
meetings during 1995.

      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.




                                   /s/Lucie J. Fjeldstad
                                   LUCIE J. FJELDSTAD
                                   Chairperson, Audit Committee






                                   
                                   
<PAGE>

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

Entergy, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy

Cash Flows

     Entergy is involved in capital-intensive businesses, which require
large investments in long-lived assets.  While capital expenditures for
the  construction of new generating capacity are not currently planned,
the  System does require significant capital resources for the periodic
maturity   of   debt   and   preferred  stock,   ongoing   construction
expenditures, and increasing investments in domestic and foreign energy-
related  businesses.   Net  cash flow from  operations  totaled  $1.397
billion,  $1.538 billion, and $1.074 billion in 1995, 1994,  and  1993,
respectively.   Net  cash  flow  from  operations  for  the   Operating
Companies and System Energy was as follows:

<TABLE>
<CAPTION>
                       1995         1994         1993
                    ---------    ---------    ---------
                            (In Millions)
<S>               <C>          <C>           <C>
AP&L                  $  338        $  356      $  346
GSU                   $  401        $  326      $  255
LP&L                  $  385        $  368      $  300
MP&L                  $  185        $  195      $  149
NOPSI                 $   99        $   39      $   70
System Energy         $   96        $  337      $  318
</TABLE>

     In 1995, AP&L's net cash flow from operations decreased because of
increases in customer accounts receivables due to increased 1995  sales
and  the  replenishment of coal inventory which was depleted  in  1994.
This  decrease  was  partially  offset by  lower  other  operation  and
maintenance expense.  GSU's net cash flow from operations increased  in
1995  due  to  higher  revenues  and lower  operation  and  maintenance
expenses.   This increase was partially offset by a Texas  retail  rate
refund,  recorded in 1994 and paid in 1995.  LP&L's net cash flow  from
operations  increased  in  1995  as a result  of  lower  operation  and
maintenance  expenses  partially offset by a rate  reduction  in  April
1995.   MP&L's net cash flow from operations decreased in 1995  because
of  increased accounts receivable balances due to increased 1995 sales,
partially  offset  by  lower other operation and maintenance  expenses.
NOPSI's  net  cash flow from operations was higher in  1995  than  1994
because  refunds  that  were made in 1994 as  a  result  of  the  NOPSI
settlement  did  not  impact  1995  cash  flow.   Lower  operation  and
maintenance  expenses  in  1995  for  NOPSI  also  contributed  to  the
increase.   System Energy's net cash flow from operations decreased  in
1995  due to refunds made to associated companies in 1995 as the result
of  a  1994  FERC audit settlement, and higher income tax  payments  in
1995.

Financing Sources

       In   recent  years,  cash  flows  of  the  Operating  Companies,
supplemented   by   cash  on  hand,  have  been  sufficient   to   meet
substantially  all  investing  and  financing  requirements,  including
capital  expenditures, dividends and debt/preferred  stock  maturities.
Entergy's  ability to fund these capital requirements  with  cash  from
operations  results,  in  part, from continued  efforts  to  streamline
operations  and  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; therefore, there  is
no  effect  on  net  income.)  These phase-in plans  will  continue  to
contribute  to  Entergy's  cash position for the  next  several  years.
Specifically, the Grand Gulf 1 phase-in plans will expire in  1998  for
AP&L and MP&L, and in 2001 for NOPSI.

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


     GSU's phase-in plan for River Bend will expire in 1998, and LP&L's
phase-in  plan  for  Waterford 3 expires in  1996.   In  addition,  the
Operating  Companies and System Energy have the ability to meet  future
capital  requirements through future debt or preferred stock issuances,
as  discussed  below.  Also, to the extent current market interest  and
dividend  rates  allow, the Operating Companies and System  Energy  may
continue  to  refinance  high-cost debt and preferred  stock  prior  to
maturity.   See  Notes 5, 6, and 8 for additional  information  on  the
System's capital and refinancing requirements in 1996 - 2000.

      Entergy Corporation periodically reviews its capital structure to
determine  its  future  needs for debt and equity  financing.   Certain
agreements  and  restrictions limit the amount of  mortgage  bonds  and
preferred  stock  that  can be issued by the  Operating  Companies  and
System  Energy.  Based on the most restrictive applicable tests  as  of
December  31,  1995, and assumed annual interest or dividend  rates  of
8.25%  for  bonds and 8.50% for preferred stock, each of the  Operating
Companies  and  System  Energy  could have  issued  mortgage  bonds  or
preferred stock in the following amounts:

<TABLE>
<CAPTION>
                     Mortgage         Preferred
Company               Bonds              Stock
                  (In Millions)
<S>               <C>                 <C>
AP&L                 $    307          $      553
GSU                  $    824                 (a)
LP&L                 $    106          $      829
MP&L                 $    256          $      269
NOPSI                $     55          $      187
System Energy        $    137                 (b)
</TABLE>

(a)  GSU was precluded from issuing preferred stock at December 31,
     1995.
(b)  System  Energy's  charter does not  presently  provide  for  the
     issuance of preferred stock.

      In  addition to these amounts, the Operating Companies and System
Energy have the ability, subject to certain conditions, to issue  bonds
against  retired  bonds.   Such amounts  may  be  significant  in  some
instances, and, in some cases, no earnings coverage test  is  required.
AP&L  may  also  issue preferred stock to refund outstanding  preferred
stock  without meeting an earnings coverage test.  GSU has no  earnings
coverage  limitations on the issuance of preference stock.  In  January
of  1996,  the  Boards  of Directors of AP&L and  LP&L  authorized  the
officers  of  those companies to deposit cash with the  trustees  under
their  respective  first  mortgage indentures  to  satisfy  the  annual
maintenance  and  replacement  fund  requirements  thereunder,  and  to
require  the  trustees to use such cash to redeem  all  or  a  part  of
certain  series  of  first mortgage bonds at par as  permitted  by  the
respective first mortgage indentures.  See Notes 5 and 6 for  long-term
debt  and  preferred stock issuances and retirements.  See Note  4  for
information on the System's short-term borrowings.

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

      Productive  investment  by Entergy Corporation  is  necessary  to
enhance  the  long-term value of its common stock.  Entergy Corporation
has   been   expanding   its  investments  in   nonregulated   business
opportunities  overseas as well as in the United States.   Through  the
end  of  1995,  Entergy Corporation had participated  in  foreign  non
regulated  electric ventures in Pakistan, Argentina, and Peru.   As  of
December  31, 1995, Entergy Corporation had invested $555.5 million  in
equity  capital  (reduced  by $169 million of  accumulated  losses)  in
nonregulated  businesses.   See Note 15 for  a  discussion  of  Entergy
Corporation's acquisition of CitiPower on January 5, 1996.

      In  addition  to  investing in nonregulated  businesses,  Entergy
Corporation's  capital requirements include periodically investing  in,
or making loans to, its subsidiaries, and sustaining its dividends.  To
meet  such  capital  requirements,  Entergy  Corporation  will  utilize
internally generated funds, cash on hand, and the $70 million remaining
on  its  $300  million  credit facility ($230 million  of  this  credit
facility  was used for the CitiPower acquisition).  Entergy Corporation
receives funds through dividend payments from its subsidiaries.  During
1995,  such  common  stock dividend payments from subsidiaries  totaled
$565.6  million,  none  of  which  was  contributed  by  GSU.   Entergy
Corporation,  in turn, paid $408.6 million of dividends on  its  common
stock.   Declarations  of dividends on common stock  are  made  at  the
discretion of Entergy Corporation's Board of Directors.  It is 
anticipated   that  management  will  not  recommend  future   dividend
increases to the Board unless such increases are justified by sustained
earnings growth of Entergy Corporation and its subsidiaries.  See  Note
7 for information on dividend restrictions.

Entergy Corporation and GSU

     See Notes 2 and 8 regarding River Bend rate appeals and litigation
with Cajun.  Adverse rulings in the River Bend rate appeal could result
in  approximately $289 million of potential write-offs (net of tax) and
$182  million in refunds of previously collected revenue.  Such  write-
offs and charges, as well as the application of SFAS 121 (see Note  1),
could result in substantial net losses being reported in the future  by
Entergy  Corporation  and GSU, with resulting  adverse  adjustments  to
common  equity  of Entergy Corporation and GSU.  Adverse resolution  of
these matters could adversely affect GSU's ability to obtain financing,
which  could  in  turn  affect  GSU's  liquidity  and  ability  to  pay
dividends.    Although   Entergy  Corporation's   common   shareholders
experienced  some  dilution in earnings as  a  result  of  the  Merger,
Entergy  believes  that  the Merger will ultimately  be  beneficial  to
common shareholders in terms of strategic benefits as well as economies
and efficiencies produced.

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

      Electric  utilities  traditionally  have  operated  as  regulated
monopolies in which there was little opportunity for direct competition
in  the  provision of electric service.  In return for the  ability  to
receive a reasonable return on and of their investments, utilities were
obligated  to  provide  service and meet future customer  requirements.
However,  the electric utility industry is now undergoing a  transition
to an environment of increased retail and wholesale competition.

     Pressures that underlie the movement toward increasing 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.
Competition presents Entergy with many challenges.  The following  have
been identified by Entergy as its major competitive challenges.

The Energy Policy Act of 1992
                                   
      The  EPAct addresses a wide range of energy issues and  is  being
implemented  by both FERC and state regulators.  The EPAct is  designed
to  promote  competition  among utility and non utility  generators  by
amending PUHCA to exempt from regulation a class of EWGs, among others,
consisting of utility affiliates and non utilities 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 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 issued a  notice  of  proposed
rulemaking   in  mid-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.  On March 29, 1995, FERC issued a  supplemental
notice  of  proposed rulemaking in this proceeding that  would  require
public utilities to provide nondiscriminatory open access transmission
service to wholesale customers and would also provide guidance  on  the
recovery  of wholesale and retail stranded costs.  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.

      With  regard  to  pending proceedings, including  Entergy's  open
access  transmission tariff proceedings originally filed  in  1991  and
amended  in  1994 and 1995, FERC directed the parties to  proceed  with
their  cases while taking into account FERC's proposed rule.   Comments
and  reply comments on the proposed rulemaking have now been filed with
FERC  by  interested parties.  Certain of the parties  filing  comments
have  proposed that FERC should order the immediate unbundling  of  all
retail  services  as part of the final rulemaking in  this  proceeding,
which  is  expected in the second quarter of 1996.  In its comments  in
the  proposed rulemaking, Entergy urged FERC to exercise its  authority
and  responsibility to serve as a "backstop" in the event  a  state  is
unable   or  unwilling  to  provide  for  stranded-cost  recovery   --
particularly in the case of multi state utilities (such as the System),
where cost shifting among jurisdictions might otherwise occur.
<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                 SIGNIFICANT FACTORS AND KNOWN TRENDS
                                   

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.  MP&L implemented an incentive-rate
plan  in  March  1994  and,  in  June  1995,  the  LPSC  implemented  a
performance-based  formula rate plan for LP&L.  The continuing  pattern
of  rate  reductions is a characteristic of the competitive environment
in which Entergy operates.

      Several of the Operating Companies have recently been ordered  to
grant base rate reductions and have refunded or credited customers  for
previous   overcollections  of  rates.   See  Note  2  for   additional
discussion of rate reductions and incentive-rate regulation.

      In  connection with the Merger, AP&L and MP&L agreed  with  their
respective  retail  regulators not to request any general  retail  rate
increases  that  would take effect before November 1998,  with  certain
exceptions.  MP&L also agreed that during this period retail base rates
under  its formula rate plan would not be increased above the level  of
rates  in  effect on November 1, 1993.  In connection with the  Merger,
NOPSI  agreed with the Council to reduce its annual electric base rates
by  $4.8 million, effective for bills rendered on or after November  1,
1993.   GSU  agreed with the LPSC and PUCT to a five-year Rate  Cap  on
retail electric rates, and to pass through to retail customers the fuel
savings and a certain percentage of the nonfuel savings created by  the
Merger.   Under  the terms of their respective Merger  agreements,  the
LPSC  and  PUCT  have  reviewed  GSU's  base  rates  during  the  first
post-Merger earnings analysis and ordered rate reductions.  See Note  2
for  additional discussion of GSU's post-Merger filings with  the  LPSC
and the PUCT.

      System  Energy implemented a $65.5 million rate increase, subject
to refund, in December 1995.

Potential Changes in the Electric Utility Industry

     Retail wheeling, the transmission 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,  continues  to  evolve.   Approximately  40  states  have
initiated  studies  of  the  concept  of  retail  competition  or   are
considering  it  as part of industry restructuring.   Within  the  area
served  by the Operating Companies, the City of New Orleans, Louisiana,
and Texas are conducting such studies.

      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.  Earlier in 1995, a newly incorporated entity,
Crescent  City  Utilities, Inc., submitted  to  the  Council  a  draft
resolution  intended  to permit the use of NOPSI's  gas  and  electric
transmission  and  distribution facilities  by  any  other  franchised
utility  to  supply  electricity and gas to retail  customers  in  New
Orleans.   The  Council has not scheduled hearings  relating  to  this
resolution.

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


     The PUCT is currently developing rules that will permit greater
wholesale  electric  competition in Texas, as  mandated  by  the  Texas
legislature in  its  1995 session.  These wholesale transmission access
rules  are  expected to be in place by the first quarter of  1996.   In
addition, the PUCT is developing information to be contained in reports
that  will  be  submitted  to the 1997 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.   This
information  will  be  developed through  a  series  of  workshops  and
comments  by  interested parties throughout 1996.  In  addition, during
1995, the Texas legislature revised the Public Utility Regulatory  Act,
the  law  regulating  electric utilities in  Texas.   The  revised  law
permits  utility  and  non utility EWGs and  power  marketers  to  sell
wholesale  power  in  the  state.  The revised  law  also  permits  the
discounting of rates with certain conditions, but does not  change  the
current  law  governing  retail wheeling or the  treatment  of  federal
income taxes.

      During  the  second  quarter of 1995, the  Louisiana  legislature
considered  a  bill  permitting local retail wheeling.   The  bill  was
defeated, but similar bills are likely to be introduced in the  future.
During  the  same time period, the LPSC initiated a generic  docket  to
investigate  retail, wholesale, and affiliate wheeling of  electricity.
Currently, no procedural schedule has been set for this docket.

      During  January  1996,  a  bill  entitled  the  "Electric  Power
Competition  Act of 1996" was introduced into the United States  House
of  Representatives.   The bill proposes to amend  certain  provisions
under PURPA for the purpose of facilitating future deregulation of the
electric power industry.

      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, however, 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.

Significant Industrial Cogeneration Effects

     Many of Entergy's industrial customers, whose costs structures are
energy-sensitive,  have  energy alternatives available to them such  as  
fuel  switching, cogeneration, and production  shifting.   Cogeneration
is generally defined as the combined production of electricity and some
other  useful  form  of heat, typically steam.  Cogenerated  power  may
either be sold by its producer to the local utility at its avoided cost
under  PURPA, and/or utilized by the cogenerator to displace  purchases
from  the  utility.   To  the  extent  that  cogeneration  is  used  by
industrial  customers to meet their own power requirements, the  System
may  suffer  loss  of  industrial load.  It  is  the  practice  of  the
Operating  Companies to negotiate the renewal of contracts  with  large
industrial  customers  prior  to their expiration.   In  certain  cases
(particularly for GSU and LP&L), contracts or special tariffs that  use
flexible pricing have been negotiated with industrial customers to keep
these customers on the System.  The pricing agreements are not at  full
cost  of service.  Such rates may fully recover all related costs,  but
provide  only  a minimal return, if any, on investment.  In  1995,  KWh
sales  to GSU's and LP&L's industrial customers at less than full cost-
of-service rates made up approximately 27% and 39% of GSU's and LP&L's
total industrial class sales, respectively.

<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                 SIGNIFICANT FACTORS AND KNOWN TRENDS
                                   
                                   
     Since PURPA was enacted in 1978, the Operating Companies have been
largely   successful  in  retaining  industrial  load.   The  Operating
Companies  anticipate  they will be successful  in  renegotiating  such
contracts  with large industrial customers.  However, this  competitive
challenge  will likely increase.  There can be no assurance  that  the
Operating Companies will be successful or that future revenues will not
be lost to  other forms of generation.

     The Council has recently approved a resolution requiring its prior
approval  of  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 resolution also requires prior approval by the  Council
of  the regulatory treatment of stranded costs resulting from the  loss
of large customers.

      During  1995,  LP&L  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 LP&L until their cogeneration facilities  are
completed and operational, which is expected to occur between the years
1997  and  1998.   After that time these customers will still  purchase
energy  from  LP&L,  but at a reduced level.  During  1995,  these  two
customers  represented an aggregate of approximately 18% of total  LP&L
industrial sales, and provided 12% of total industrial base revenues.

Domestic and Foreign Energy-Related Investments

      Entergy  Corporation seeks opportunities to expand  its  domestic
energy-related  businesses that are not regulated by  state  and  local
regulatory  authorities,  as  well as foreign  power  investments  that
provide  returns  in  excess  of similar  domestic  investments.   Such
business   ventures  currently  include  power  development   and   new
technology  related  to  the utility business.   Entergy  Corporation's
strategy is to identify and pursue business opportunities that have the
potential  to  earn  a  greater  return  than  its  regulated   utility
operations.  Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -
LIQUIDITY   AND  CAPITAL  RESOURCES"  for  a  discussion   of   Entergy
Corporation's  1995  investment in domestic and foreign  energy-related
businesses.   These  investments  may  involve  a  greater  risk   than
domestically   regulated  utility  enterprises.    In   1995,   Entergy
Corporation's   investments  in  domestic  and  foreign  energy-related
investments  reduced  consolidated net income  by  approximately  $64.8
million.  While such investments did not have a positive effect on 1995 
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 its 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 recently enacted Telecommunications Act of 1996 
permits Entergy to market such a service,
pending state and local regulatory approval.  On February 8, 1996,  the
President of the United States signed the Telecommunications  Act  into
law.   This  new 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' property without state or  local
regulatory approval.  Entergy Corporation has requested  approval  from 
the SEC to form a new nonregulated subsidiary named Entergy Technologies
Company to commercialize the Entergy telecommunications network.
<PAGE>

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


     In early October 1995, FERC issued an order granting EWG status to
Entergy Power Marketing Corporation (EPM), a wholly owned subsidiary of
Entergy Corporation.  EPM was created during 1995 to become a buyer and
seller  of  electrical energy and its generating  fuels.   In  February
1996,  FERC  approved  market-based rate sales of electricity  by  EPM.
Such  approval  will  allow EPM to begin providing wholesale  customers
with  a  variety of services including physical and financial  trading.
Pending  approval from the SEC, EPM expects to begin financial  trading
by the summer of 1996.

      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  using $230 million of its  $300  million  line  of
credit.  CitiPower serves approximately 234,500 customers, the majority
of  which  are  commercial customers.  At the time of the  acquisition,
CitiPower had 846 employees.

ANO Matters

      Entergy Operations has made inspections and repairs from time  to
time  on ANO 2's steam generators.  During the October 1995 inspection,
additional  cracks  in the tubes were discovered.   Currently,  Entergy
Operations  is  in the process of gathering information  and  assessing
various  options  for the repair or  replacement of  ANO  2's  steam
generators.  See Note 8 for additional information.

Deregulated Utility Operations

       GSU  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 $7.2 million  in
1995, $(5.2) million in 1994, and $(2.9) million in 1993.

      The  increase in 1995 net income from deregulated operations  was
due  to  increased  revenues  and  reduced  operation  and  maintenance
expenses,  partially offset by increased depreciation.  The larger  net
loss  from  deregulated operations in 1994 was  principally  due  to  a
smaller  income  tax  benefit.  The future impact  of  the  deregulated
utility  operations on Entergy and GSU's 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. Entergy expects  the
performance of its deregulated utility operations to improve, due to 
continued reductions in operation and maintenance expenses.  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

      LP&L  and  GSU are working with tax authorities to determine  the
method  for  calculating the amount of property taxes to be  paid  once
Waterford  3  and River Bend's local property tax exemptions  expire.
Waterford  3's  exemption expired in December  1995  and  River  Bend's
exemption  expires in December 1996.  LP&L expects that the  LPSC  will
address the accounting treatment and recovery of Waterford 3's property
taxes  in  April 1996, in conjunction with the annual  filing  required
under its performance-based formula rate plan.

<PAGE>

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


Environmental Issues

    GSU  has been notified by the U. S. Environmental Protection Agency
(EPA)  that it has been designated as a PRP for the clean-up of certain
hazardous waste disposal sites.  See Note 8 for additional information.

     As a consequence of rules for solid waste regulation issued by the
Louisiana  Department  of  Environmental  Quality  in  1993,  LP&L  has
determined  that  certain of its power plant wastewater  impoundments
must be upgraded or closed.  See Note 8 for additional information.

Accounting Issues

     New Accounting Standard - 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), 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  potential
impacts of the new accounting standard on Entergy.

      Continued Application of SFAS 71 - As a result of the  EPAct  and
actions  of  regulatory commissions, the electric utility  industry  is
moving  toward  a combination of competition and a modified  regulatory
environment.  The System's financial statements currently reflect,  for
the  most part, assets and costs based on current 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 System's financial statements requires that rates set by
an  independent  regulator on a cost-of-service basis can  actually  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 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.

      As  of  December  31, 1995, and for the foreseeable  future,  the
System's  financial statements continue to follow SFAS 71,  except  for
certain  portions  of  GSU's  business.   See  Note  1  for  additional
discussion of Entergy's application of SFAS 71.

      Accounting for Decommissioning Costs - The staff of the  SEC  has
been  reviewing  the  financial accounting practices  of  the  electric
utility   industry   regarding   the  recognition,   measurement,   and
classification of nuclear decommissioning costs for nuclear  generating
stations  in  the  financial  statements  of  electric  utilities.   In
February  1996  the FASB issued an exposure draft of the proposed  SFAS
addressing  the  accounting  for  decommissioning  costs  as  well   as
liabilities  related  to  the closure and  removal  of  all  long-lived
assets.   See  Note  8  for  a discussion of proposed  changes  in  the
accounting for decommissioning/closure costs and the potential impact of
these changes on Entergy.

<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, 1995 and  1994,
and  the  related statements of consolidated income, retained  earnings
and  paid-in-capital and cash flows for the years  then  ended.   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.  The consolidated  financial
statements  of Entergy Corporation and Subsidiaries for the year  ended
December 31, 1993, were audited by other auditors, whose report,  dated
February  11, 1994, included explanatory paragraphs that (i)  described
changes in 1993 in the method of accounting for revenues by certain  of
the  Corporation's subsidiaries (Note 1); (ii) uncertainties  regarding
costs  capitalized by Gulf States Utilities Company for its River  Bend
Unit  I  Nuclear  Generating Plant (River Bend) and other  rate-related
contingencies  which  may  result in a refund  of  revenues  previously
collected  (Note 2); and, (iii) an uncertainty regarding civil  actions
against Gulf States Utilities Company (Note 8).

      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,  1995  and
1994, and the results of their operations and their cash flows for  the
years  then  ended  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,  1995,
approximately  $482  million is not currently being  recovered  through
rates.   If  current regulatory and court orders are  not  modified,  a
write-off  of  all  or  a  portion  of  such  costs  may  be  required.
Additionally, other rate-related contingencies exist which  may  result
in refunds of revenues previously collected.  The extent of such write-
off  of  capitalized River Bend costs or refunds of revenues previously
collected,  if  any,  will  not be determined  until  appropriate  rate
proceedings  and  court appeals have been concluded.  Accordingly,  the
accompanying  consolidated  financial statements  do  not  include  any
adjustments or provision for write-off or refund that might result from
the  outcome  of  these uncertainties.  As also discussed  in  Note  2,
approximately $187 million of additional deferred River Bend  operating
costs  which exceed those costs currently being recovered through rates
are  expected  to  be  written-off upon the adoption  of  Statement  of
Financial  Accounting Standards No. 121, "Accounting for the Impairment
of  Long-Lived  Assets and for Long-Lived Assets to  Be  Disposed  Of."
Adoption of this Statement is required on January 1, 1996.

      As  discussed in Note 8 to the consolidated financial statements,
civil actions have been initiated against Gulf States Utilities Company
to, among other things, recover the co-owner's investment in River Bend
and to annul the River Bend Joint Ownership Participation and Operating
Agreement.  The ultimate outcome of these proceedings cannot  presently
be determined.

      As  discussed in Note 1 to the consolidated financial statements,
in  1995  one of the Corporation's subsidiaries changed its  method  of
accounting for incremental nuclear plant outage maintenance costs.

COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
February 14, 1996
<PAGE>
                     INDEPENDENT AUDITORS' REPORT

To the Board of the Directors and the Shareholders of
 Entergy Corporation:

      We  have  audited  the  accompanying statements  of  consolidated
income,  retained  earnings  and paid-in capital,  and  cash  flows  of
Entergy  Corporation and subsidiaries for the year ended  December  31,
1993.   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 audit.  We did not audit the
financial  statements of Gulf States Utilities Company (a  consolidated
subsidiary  acquired  on December 31, 1993), which  statements  reflect
total   assets  constituting  31%  of  consolidated  total  assets   at
December  31,  1993.  Those statements were audited by  other  auditors
whose  report  (which  included explanatory  paragraphs  regarding  the
uncertainties discussed in the fourth and fifth paragraphs  below)  has
been  furnished  to us, and our opinion, insofar as it relates  to  the
amounts included for Gulf States Utilities Company, is based solely  on
the report of such auditors.

      We  conducted  our  audit 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 audit and the report  of  the  other
auditors provide a reasonable basis for our opinion.

      In  our  opinion, based on our audit and the report of the  other
auditors, such consolidated financial statements present fairly, in all
material respects, the results of Entergy Corporation and subsidiaries'
operations and their cash flows for the year ended December 31, 1993 in
conformity with generally accepted accounting principles.

      The  Corporation  acquired a 70% interest in River  Bend  Unit  1
Nuclear  Generating Plant (River Bend) through its acquisition of  Gulf
States Utilities Company on December 31, 1993.  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.   If  current  regulatory  and  court  orders  are  not
modified,  a  write-off  of  all or a portion  of  such  costs  may  be
required.   Additionally, as discussed in Note 2  to  the  consolidated
financial statements, other rate-related contingencies exist which  may
result  in  a refund of revenues previously collected.  The  extent  of
such  write-off  of capitalized River Bend costs or refund  of  revenue
previously  collected, if any, will not be determined until appropriate
rate  proceedings and court appeals have been concluded.   Accordingly,
the  accompanying 1993 consolidated financial statements do not include
any   adjustments  that  might  result  from  the  outcome   of   these
uncertainties.

      As  discussed in Note 8 to the consolidated financial statements,
civil actions have been initiated against Gulf States Utilities Company
to, among other things, recover the co-owner's investment in River Bend
and  to  annul the related joint ownership participation and  operating
agreement.  The ultimate outcome of these proceedings, including  their
impact   on   Gulf  States  Utilities  Company,  cannot  presently   be
determined.  Accordingly, the accompanying 1993 consolidated  financial
statements  do not include any adjustments that might result  from  the
outcome of this uncertainty.

      As  discussed in Note 1 to the consolidated financial statements,
certain  of  the  Corporation's subsidiaries changed  their  method  of
accounting for revenues in 1993.


DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 11, 1994
<PAGE>
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


      On  December  31,  1993,  GSU  became  a  subsidiary  of  Entergy
Corporation.  In accordance with the purchase method of accounting, the
results of operations for the twelve months ended December 31, 1993, of
Entergy  Corporation  and Subsidiaries reported in  its  Statements  of
Consolidated  Income  and Cash Flows do not include  GSU's  results  of
operations.  However, the following discussion is presented with  GSU's
1993 results of operations included for comparative purposes.

Net Income

      Consolidated  net  income  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  AP&L, and  decreased  interest  expense,
partially  offset by increased income taxes and decreased miscellaneous
income - net.

     Consolidated net income decreased in 1994 due primarily to the one
time  recording  in  1993 of the cumulative effect  of  the  change  in
accounting  principle for unbilled revenues for AP&L, GSU,   MP&L,  and
NOPSI,   and  a base-rate reduction ordered by the PUCT.  In  addition,
net  income  was impacted by a decrease in revenues, increased  Merger-
related costs, certain restructuring costs, and decreased miscellaneous
income  -  net, partially offset by a decrease in interest on long-term
debt and preferred dividend requirements.

      Significant  factors  affecting the  results  of  operations  and
causing  variances between the years 1995 and 1994, and 1994 and  1993,
are  discussed under "Revenues and Sales,"  "Expenses," and  "Other"
below.

Revenues and Sales

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

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

                                            Increase/
              Description                  (Decrease)
        -----------------------          ------------
                                        (In Millions)
                                                     
      Change in base revenues                    $6.6
      Rate riders                                15.3
      Fuel cost recovery                        (28.0)
      Sales volume/weather                      141.3
      Other revenue (including                    4.3
      unbilled)
      Sales for resale                           49.5
      System Energy-FERC Settlement             120.5
                                              -------
      Total                                    $309.5
                                              =======

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


      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 GSU, LP&L, and NOPSI 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.

      Electric  operating revenues decreased in 1994 due  primarily  to
rate  reductions at GSU, MP&L, and NOPSI, the effects of the 1994 NOPSI
Settlement  and  the  FERC  Settlement, and decreased  fuel  adjustment
revenues, partially  offset  by  increased  retail  energy  sales   and
increased  collections  of  previously deferred  Grand  Gulf  1-related
costs.

      Gas  operating  revenues decreased in 1995 because  of  a  milder
winter  than in 1994, gas rate reductions agreed to in the  1994  NOPSI
Settlement,  and a lower unit price for gas purchased for resale.   Gas
operating  revenues decreased slightly in 1994 as  a  result  of  lower
weather-related sales.

Expenses

     Operating expenses increased in 1995 due to increased income taxes
related to higher pre-tax book income and the effects of the 1994  FERC
Settlement.   In addition, nuclear refueling outage expenses  increased
due  to a 1995 refueling outage at Grand Gulf 1 and the adoption of the
change  in  accounting  method  at AP&L.   The  increase  in  operating
expenses  was  partially offset by a reduction in other  operation  and
maintenance expenses.  Other operation and maintenance expenses decreased
primarily because of lower payroll-related expenses resulting from  the
restructuring  program  discussed in Note 11  and  1994  Merger-related
costs.

      Operating  expenses decreased in 1994 due primarily to  decreased
power  purchases  from  nonassociated  utilities  and  to  changes   in
generation requirements for the Operating Companies, decreased  nuclear
refueling outage expenses as the result of Grand Gulf 1 outage expenses
incurred in 1993, decreased income taxes due primarily to lower pre-tax
book income, and the effects of the FERC Settlement.

      Interest charges decreased in 1995 and 1994 as a result  of   the
retirement and refinancing of higher cost long-term debt.

      Preferred dividend requirements decreased in 1995 and 1994 due to
stock redemption activities.

Other

      Miscellaneous other income - net decreased in 1995 due  primarily
to  expansion  activities  in  nonregulated  businesses.  

      Miscellaneous other income - net decreased in 1994 due  primarily
to  the amortization of the plant acquisition adjustment related to the
GSU  Merger,  the  adoption of SFAS 116, "Accounting for  Contributions
Made  and  Contributions Received," and reduced Grand Gulf  1  carrying
charges at AP&L.

<PAGE>
        ENTERGY CORPORATION AND SUBSIDIARIES
          STATEMENTS OF CONSOLIDATED INCOME

<TABLE>
<CAPTION>
                                                         For the Years Ended December 31,
                                                         --------------------    --------------------    --------------------
                                                                         1995                    1994                    1993
                                                         --------------------    --------------------    --------------------
                                                         (In Thousands, Except Share Data)
<S>                                                  <C>                     <C>                     <C>
Operating Revenues:
  Electric                                             $           6,121,141   $           5,811,600   $           4,384,233
  Natural gas                                                        103,992                 118,962                  90,991
  Steam products                                                      49,295                  46,559                     -
                                                         --------------------    --------------------    --------------------
        Total                                                      6,274,428               5,977,121               4,475,224
                                                         --------------------    --------------------    --------------------
Operating Expenses:
  Operation and maintenance:
     Fuel, fuel-related expenses, and
       gas purchased for resale                                    1,395,889               1,450,598                 907,100
     Purchased power                                                 356,596                 340,067                 278,070
     Nuclear refueling outage expenses                                84,972                  63,979                  76,383
     Other operation and maintenance                               1,468,851               1,581,520               1,045,713
  Depreciation, amortization, and decommissioning                    690,841                 656,896                 443,550
  Taxes other than income taxes                                      299,926                 284,234                 199,151
  Income taxes                                                       349,528                 131,965                 251,163
  Amortization of rate deferrals                                     408,087                 399,121                 280,753
                                                         --------------------    --------------------    --------------------
        Total                                                      5,054,690               4,908,380               3,481,883
                                                         --------------------    --------------------    --------------------
Operating Income                                                   1,219,738               1,068,741                 993,341
                                                         --------------------    --------------------    --------------------
Other Income (Deductions):
  Allowance for equity funds used
   during construction                                                 9,629                  11,903                   8,049
  Miscellaneous - net                                                (20,947)                 20,631                  50,957
  Income taxes                                                        13,346                     241                 (33,640)
                                                         --------------------    --------------------    --------------------
        Total                                                          2,028                  32,775                  25,366
                                                         --------------------    --------------------    --------------------
Interest Charges:
  Interest on long-term debt                                         633,851                 665,541                 503,797
  Other interest - net                                                33,749                  22,354                   5,740
  Allowance for borrowed funds used
   during construction                                                (8,368)                 (9,938)                 (5,478)
  Preferred and preference dividend requirements of
   subsidiaries and other                                             77,969                  81,718                  56,559
                                                         --------------------    --------------------    --------------------
        Total                                                        737,201                 759,675                 560,618
                                                         --------------------    --------------------    --------------------
Income before the Cumulative Effect                                  484,565                 341,841                 458,089
 of Accounting Changes

Cumulative Effect of Accounting
 Changes (net of income taxes)                                        35,415                     -                    93,841
                                                         --------------------    --------------------    --------------------
Net Income                                             $             519,980   $             341,841   $             551,930
                                                         ====================    ====================    ====================
Earnings per average common share
 before cumulative effect of
 accounting changes                                    $                2.13   $                1.49   $                2.62
Earnings per average common share                      $                2.28   $                1.49   $                3.16
Dividends declared per common share                    $                1.80   $                1.80   $                1.65
Average number of common shares
 outstanding                                                     227,669,970             228,734,843             174,887,556

See Notes to Financial Statements.
</TABLE>

<PAGE>
            ENTERGY CORPORATION AND SUBSIDIARIES
            STATEMENTS OF CONSOLIDATED CASH FLOWS

<TABLE>
<CAPTION>
                                                                  For the Years Ended December 31,
                                                                  ----------------     ----------------     ----------------
                                                                        1995                 1994                 1993
                                                                  ----------------     ----------------     ----------------
                                                                   (In Thousands)
<S>                                                           <C>                  <C>                  <C>
Operating Activities:
  Net income                                                    $         519,980    $         341,841    $         551,930
  Noncash items included in net income:
    Cumulative effect of a change in accounting principle                 (35,415)                  -               (93,841)
    Change in rate deferrals/excess capacity-net                          390,177              394,344              200,532
    Depreciation, amortization, and decommissioning                       690,841              656,896              443,550
    Deferred income taxes and investment tax credits                      (31,006)            (151,731)              17,669
    Allowance for equity funds used during construction                    (9,629)             (11,903)              (8,049)
    Amortization of deferred revenues                                          -               (14,632)             (42,470)
  Changes in working capital:
    Receivables                                                           (30,550)                (382)             (40,682)
    Fuel inventory                                                        (28,956)              16,993               (1,161)
    Accounts payable                                                      (19,124)              65,776               (9,167)
    Taxes accrued                                                         115,250              (25,689)             (32,761)
    Interest accrued                                                         (194)             (15,255)                (758)
    Reserve for rate refund                                               (48,117)              56,972                   -
    Other working capital accounts                                       (114,436)             105,907               51,100
  Refunds to customers - gas contract settlement                               -                    -               (56,027)
  Decommissioning trust contributions                                     (37,756)             (24,755)             (20,402)
  Provision for estimated losses and reserves                              14,065               22,522               20,832
  Other                                                                    21,601              120,863               94,092
                                                                  ----------------     ----------------     ----------------
    Net cash flow provided by operating activities                      1,396,731            1,537,767            1,074,387
                                                                  ----------------     ----------------     ----------------
Investing Activities:
  Merger with GSU - cash paid                                                  -                    -              (250,000)
  Merger with GSU - cash acquired                                              -                    -               261,349
  Construction/capital expenditures                                      (618,436)            (676,180)            (512,235)
  Allowance for equity funds used during construction                       9,629               11,903                8,049
  Nuclear fuel purchases                                                 (207,501)            (179,932)            (118,216)
  Proceeds from sale/leaseback of nuclear fuel                            226,607              128,675              121,526
  Investment in nonregulated/nonutility properties                       (172,814)             (49,859)             (76,870)
  Proceeds received from sale of property                                       -               26,000                   -
  Decrease in other temporary investments                                      -                    -                17,012
                                                                  ----------------     ----------------     ----------------
    Net cash flow used in investing activities                           (762,515)            (739,393)            (549,385)
                                                                  ----------------     ----------------     ----------------
Financing Activities:
  Proceeds from the issuance of:
    First mortgage bonds                                                        -               59,410              605,000
    General and refunding mortgage bonds                                  109,285               24,534              350,000
    Other long-term debt                                                  273,542              164,699              106,070
  Retirement of:
    First mortgage bonds                                                 (225,800)            (303,800)            (911,692)
    General and refunding mortgage bonds                                  (69,200)             (45,000)             (99,400)
    Other long-term debt                                                 (221,043)            (148,962)             (69,982)
  Premium and expense on refinancing sale/leaseback bonds                       -              (48,497)                  -
  Repurchase of common stock                                                    -             (119,486)             (20,558)
  Redemption of preferred stock                                           (46,564)             (49,091)             (56,000)
  Changes in short-term borrowings                                       (126,200)             128,200               43,000
  Common stock dividends paid                                            (408,553)            (410,223)            (287,483)
                                                                  ----------------     ----------------     ----------------
    Net cash flow used in financing activities                           (714,533)            (748,216)            (341,045)
                                                                  ----------------     ----------------     ----------------
Net increase (decrease) in cash and cash equivalents                      (80,317)              50,158              183,957

Cash and cash equivalents at beginning of period                          613,907              563,749              379,792
                                                                  ----------------     ----------------     ----------------
Cash and cash equivalents at end of period                      $         533,590    $         613,907    $         563,749
                                                                  ================     ================     ================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                        $         626,531    $         660,150    $         485,876
    Income taxes                                                $         285,738    $         218,667    $         159,659
  Noncash investing and financing activities:
     Capital lease obligations incurred                                       -      $          88,574    $         126,812
     Change in unrealized appreciation/depreciation of
       decommissioning trust assets                             $          16,614    $          (2,198)                 -
     Merger with GSU - common stock issued                                    -                    -      $       2,032,071

See Notes to Financial Statements.
</TABLE>
<PAGE>
               ENTERGY CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                              ASSETS

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                            ------------              ------------
                                                                             1995                      1994
                                                                            ------------              ------------
                                                                        (In Thousands)
<S>                                                               <C>                     <C>
Utility Plant:
  Electric                                                        $           21,698,593  $             21,184,013
  Plant acquisition adjustment - GSU                                             471,690                   487,955
  Electric plant under leases                                                    675,425                   668,846
  Property under capital leases - electric                                       145,146                   161,950
  Natural gas                                                                    166,872                   164,013
  Steam products                                                                  77,551                    77,307
  Construction work in progress                                                  482,950                   476,816
  Nuclear fuel under capital leases                                              312,782                   265,520
  Nuclear fuel                                                                    49,100                    70,147
                                                                            ------------              ------------
           Total                                                              24,080,109                23,556,567
  Less - accumulated depreciation and amortization                             8,259,318                 7,639,549
                                                                            ------------              ------------
           Utility plant - net                                                15,820,791                15,917,018
                                                                            ------------              ------------
Other Property and Investments:
  Decommissioning trust funds                                                    277,716                   207,395
  Other                                                                          434,619                   240,745
                                                                            ------------              ------------
           Total                                                                 712,335                   448,140
                                                                            ------------              ------------
Current Assets:
  Cash and cash equivalents:
    Cash                                                                          42,822                    87,700
    Temporary cash investments - at cost,
      which approximates market                                                  490,768                   526,207
                                                                            ------------              ------------
           Total cash and cash equivalents                                       533,590                   613,907
  Special deposits                                                                10,884                     8,074
  Notes receivable                                                                 6,907                     9,509
  Accounts receivable:
    Customer (less allowance for doubtful accounts of
       $7.1 million in 1995 and $6.7 million in 1994)                            333,343                   348,169
    Other                                                                         59,176                    66,651
    Accrued unbilled revenues                                                    293,461                   240,610
  Deferred fuel                                                                   25,924                        -
  Fuel inventory                                                                 122,167                    93,211
  Materials and supplies - at average cost                                       345,330                   365,956
  Rate deferrals                                                                 420,221                   388,995
  Prepayments and other                                                          164,237                    98,811
                                                                            ------------              ------------
           Total                                                               2,315,240                 2,233,893
                                                                            ------------              ------------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                             1,033,282                 1,443,283
    SFAS 109 regulatory asset - net                                            1,279,495                 1,417,646
    Unamortized loss on reacquired debt                                          224,131                   232,420
    Other regulatory assets                                                      329,397                   325,521
  Long-term receivables                                                          224,726                   264,752
  Other                                                                          326,533                   339,201
                                                                            ------------              ------------
           Total                                                               3,417,564                 4,022,823
                                                                            ------------              ------------
           TOTAL                                                  $           22,265,930  $             22,621,874
                                                                            ============              ============
See Notes to Financial Statements.
</TABLE>

               ENTERGY CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                  CAPITALIZATION AND LIABILITIES

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                            ------------              ------------
                                                                             1995                      1994
                                                                            ------------              ------------
                                                                        (In Thousands)
<S>                                                               <C>                      <C>
Capitalization:
  Common stock, $.01 par value, authorized 500,000,000
    shares; issued 230,017,485 shares in 1995 and 1994            $                2,300  $                  2,300
  Paid-in capital                                                              4,201,483                 4,202,134
  Retained earnings                                                            2,335,579                 2,223,739
  Less - treasury stock (2,251,318 shares in 1995 and
  2,608,908 in 1994)                                                              67,642                    77,378
                                                                            ------------              ------------
           Total common shareholders' equity                                   6,471,720                 6,350,795

  Subsidiary's preference stock                                                  150,000                   150,000
  Subsidiaries' preferred stock:
   Without sinking fund                                                          550,955                   550,955
   With sinking fund                                                             253,460                   299,946
  Long-term debt                                                               6,777,124                 7,093,473
                                                                            ------------              ------------
           Total                                                              14,203,259                14,445,169
                                                                            ------------              ------------
Other Noncurrent Liabilities:
  Obligations under capital leases                                               303,664                   273,947
  Other                                                                          317,949                   310,977
                                                                            ------------              ------------
           Total                                                                 621,613                   584,924
                                                                            ------------              ------------
Current Liabilities:
  Currently maturing long-term debt                                              558,650                   349,085
  Notes payable                                                                   45,667                   171,867
  Accounts payable                                                               460,379                   479,503
  Customer deposits                                                              140,054                   134,478
  Taxes accrued                                                                  207,828                    92,578
  Accumulated deferred income taxes                                               72,847                    40,313
  Interest accrued                                                               195,445                   195,639
  Dividends declared                                                              12,194                    13,599
  Deferred fuel cost                                                                -                       27,066
  Nuclear refueling reserve                                                       22,627                    48,071
  Obligations under capital leases                                               151,140                   151,904
  Reserve for rate refund                                                          8,855                    56,972
  Other                                                                          224,412                   279,259
                                                                            ------------              ------------
           Total                                                               2,100,098                 2,040,334
                                                                            ------------              ------------
Deferred Credits:
  Accumulated deferred income taxes                                            3,777,644                 3,915,138
  Accumulated deferred investment tax credits                                    612,701                   649,898
  Other                                                                          950,615                   986,411
                                                                            ------------              ------------
           Total                                                               5,340,960                 5,551,447
                                                                            ------------              ------------
Commitments and Contingencies (Notes 2, 8, and 9)

           TOTAL                                                  $           22,265,930  $             22,621,874
                                                                            ============              ============
See Notes to Financial Statements.
</TABLE>
<PAGE>
            ENTERGY CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED RETAINED EARNINGS AND PAID-IN CAPITAL

<TABLE>
<CAPTION>
                                                                 For the Years Ended December 31,
                                                                 -------------------------------------------------------------------
                                                                        1995                    1994                    1993
                                                                 -------------------     -------------------     -------------------
                                                                   (In Thousands)
<S>                                                         <C>                      <C>                     <C>
Retained Earnings, January 1                                $             2,223,739    $          2,310,082    $          2,062,188
  Add:
    Net income                                                              519,980                 341,841                 551,930
                                                                 -------------------     -------------------     -------------------
        Total                                                             2,743,719               2,651,923               2,614,118
                                                                 -------------------     -------------------     -------------------
  Deduct:
    Dividends declared on common stock                                      409,801                 411,806                 288,342
    Common stock retirements                                                     -                   13,940                  13,906
    Capital stock and other expenses                                         (1,661)                  2,438                   1,788
                                                                 -------------------     -------------------     -------------------
        Total                                                               408,140                 428,184                 304,036
                                                                 -------------------     -------------------     -------------------
Retained Earnings, December 31                              $             2,335,579    $          2,223,739    $          2,310,082
                                                                 ===================     ===================     ===================


Paid-in Capital, January 1                                  $             4,202,134    $          4,223,682    $          1,327,589
  Add:
    Loss on reacquisition of
      subsidiaries' preferred stock                                             (26)                    (23)                    (20)
    Issuance of 56,695,724 shares of common
      stock in the merger with GSU                                               -                       -                2,027,325
    Issuance of 174,552,011 shares of common
      stock at $.01 par value net of the
      retirement of 174,552,011 shares of
      common stock at $5.00 par value                                            -                       -                  871,015
   Capital stock expense                                                     (3,002)                     -                       -
                                                                 -------------------     -------------------     -------------------
     Total                                                                4,199,106               4,223,659               4,225,909
                                                                 -------------------     -------------------     -------------------
  Deduct:
    Common stock retirements                                                     -                   22,468                   4,389
    Capital stock discounts and other expenses                               (2,377)                   (943)                 (2,162)
                                                                 -------------------     -------------------     -------------------
       Total                                                                 (2,377)                 21,525                   2,227
                                                                 -------------------     -------------------     -------------------
Paid-in Capital, December 31                                $             4,201,483    $          4,202,134    $          4,223,682
                                                                 ===================     ===================     ===================
See Notes to Financial Statements.
</TABLE>
<PAGE>

                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

<TABLE>
<CAPTION>
                                1995         1994        1993         1992        1991
                                -----        -----       -----        -----       -----
                                       (In Thousands, Except Per Share Amounts)
<S>                          <C>          <C>         <C>          <C>         <C>
Operating revenues           $ 6,274,428  $ 5,977,121 $ 4,475,224  $ 4,098,332  $4,059,135
Income before cumulative                                                                  
  effect of a change in                                                                   
  accounting principle         $ 484,565    $ 341,841   $ 458,089    $ 437,637    $482,032
Earnings per share before          $2.13        $1.49       $2.62        $2.48       $2.64
  cumulative effect of
  accounting changes
Dividends declared per share       $1.80        $1.80       $1.65        $1.45       $1.25
Return on average common           8.11%        5.31%      12.58%       10.31%      11.57%
equity
Book value per share, year-       $28.41       $27.93      $28.27       $24.35      $23.46
end (2)
Total assets (2)             $22,265,930  $22,621,874 $22,876,697  $14,239,537 $14,383,102
Long-term obligations (1)(2)  $7,484,248   $7,817,366  $8,177,882   $5,630,505  $5,801,364
</TABLE>

(1)  Includes  long-term  debt  (excluding currently  maturing  debt),
     preferred  and preference stock with sinking fund, 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>
                           1995        1994        1993        1992        1991
                          ------      ------      ------      ------      ------
                              (In Thousands)
   Electric Operating                                                            
            Revenues:
<S>                     <C>          <C>           <C>           <C>          <C>
   Residential        $ 2,177,348 $  2,127,820 $ 1,594,515 $ 1,441,628 $1,462,673
   Commercial           1,491,818    1,500,462   1,071,070   1,008,474    996,095
   Industrial           1,810,045    1,834,155   1,197,695   1,098,147  1,068,224
   Governmental           154,032      159,840     136,471     127,880    128,699
                         --------     --------    --------    --------   --------
     Total retail       5,633,243    5,622,277   3,999,751   3,676,129  3,655,691
   Sales for resale       367,997      312,892     295,769     252,288    220,347
   Other (1)              119,901    (123,569)      88,713      96,971    106,146
                         --------     --------    --------    --------   --------
     Total            $ 6,121,141 $  5,811,600 $ 4,384,233 $ 4,025,388 $3,982,184
                        =========    =========   =========   =========   ========
Billed Electric Energy
 Sales (Millions of KWh):
   Residential             27,704       26,231      18,946      17,549     18,329
   Commercial              20,719       20,050      13,420      12,928     13,164
   Industrial              42,260       41,030      24,889      23,610     23,466
   Governmental             2,311        2,233       1,887       1,839      1,903
                         --------     --------    --------    --------   --------
     Total retail          92,994       89,544      59,142      55,926     56,862
   Sales for resale        10,471        7,908       8,291       7,979      7,346
                         --------     --------    --------    --------   --------
     Total                103,465       97,452      67,433      63,905     64,208
                        =========    =========   =========   =========   ========
</TABLE>

(1)1994 includes the effects of the FERC Settlement, the 1994 NOPSI
   Settlement, and a GSU reserve for rate refund.

<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of
Arkansas Power & Light Company

      We have audited the accompanying balance sheets of Arkansas Power
&  Light  Company   as of December 31, 1995 and 1994, and  the  related
statements  of income, retained earnings and cash flows for  the  years
then  ended.  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.   The  financial
statements  of the Company for the year ended December 31,  1993,  were
audited  by  other  auditors, whose report, dated  February  11,  1994,
included an explanatory paragraph that described a change in the method
of  accounting  for revenues, which is discussed in  Note  1  to  these
financial statements.

      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, 1995 and 1994, and the results of its operations and
its  cash  flows for the years then ended 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 14, 1996
                                   
<PAGE>
                     INDEPENDENT AUDITORS' REPORT



To the Shareholders and the Board of Directors of
 Arkansas Power & Light Company:

      We  have  audited the accompanying statements of income, retained
earnings,  and cash flows of Arkansas Power & Light Company (AP&L)  for
the  year ended December 31, 1993.  These financial statements are  the
responsibility of AP&L's management.  Our responsibility is to  express
an opinion on these financial statements based on our audit.

      We  conducted  our  audit 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 audit provides a reasonable  basis
for our opinion.

      In  our opinion, such financial statements present fairly, in all
material respects, the results of AP&L's operations and its cash  flows
for  the  year  ended  December 31, 1993 in conformity  with  generally
accepted accounting principles.

      As  discussed in Note 1 to the financial statements, AP&L changed
its method of accounting for revenues in 1993.



DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 11, 1994
<PAGE>
                    ARKANSAS POWER & LIGHT COMPANY
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


Net Income

      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 as discussed
in  Note  1.  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.

      Net  income  decreased  in  1994 due primarily  to  the  onetime
recording in the first quarter of 1993 of the cumulative effect of  the
change  in  accounting principle for unbilled revenues and its  ongoing
effects,  and  to  increased other operation and  maintenance  expenses
resulting from restructuring and storm damage costs during 1994.

      Significant  factors  affecting the  results  of  operations  and
causing  variances between the years 1995 and 1994, and 1994 and  1993,
are  discussed  under  "Revenues and Sales,"  "Expenses,"  and  "Other"
below.

Revenues and Sales

      See  "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON,"  following
the  notes  to  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, 1995, are as follows:

                                            Increase/
           Description                     (Decrease)
    -------------------------           -------------
                                          (In Millions)
                                                       
Change in base revenues                          $(3.4)
Rate riders                                       15.9
Fuel cost recovery                                25.1
Sales volume/weather                              38.2
Other revenue (including unbilled)                 9.7
Sales for resale                                 (28.0)
                                                -------
Total                                            $57.5
                                                ======

      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 Operating Companies.

      Total  revenues  remained relatively unchanged in  1994.   Retail
revenues  decreased primarily due to lower recovery  of  fuel  revenues
during  the  year  offset by increased sales for resale  to  associated
companies  in  1994, caused by changes in generation  availability  and
requirements among the Operating Companies.

<PAGE>
                    ARKANSAS POWER & LIGHT COMPANY
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


Expenses

      Operating  expenses increased in 1995 because of an  increase  in
depreciation, amortization, and decommissioning expenses and income tax
expense,  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.  Income tax expense increased primarily due to
the write-off  in 1994 of investment tax credits in accordance with the
FERC Settlement, as discussed below.  Income tax expense also increased
due  to higher pre-tax income in 1995.  The decrease in other operation
and  maintenance  expenses is largely due to  restructuring  costs  and
storm damage costs recorded in 1994 .

      Operating  expenses increased in 1994 due primarily to  increased
other operation and maintenance expenses and increased amortization  of
rate  deferrals  partially  offset by lower purchased  power  expenses.
Other  operation and maintenance expenses increased in  1994  primarily
due  to  the storm damage and restructuring costs as discussed in  Note
11.  The decrease in 1994 purchased power expenses is primarily due  to
the  decrease  in  the  price of purchased power.  Total  income  taxes
decreased  during  1994 primarily due to the write-off  of  unamortized
deferred  investment  tax  credit  of  $27.3  million  due  to  a  FERC
settlement  and due to lower pretax income in 1994.  This decrease  was
partially  offset by an increase in tax expense due to the  true-up  of
actual income tax expense for 1993 determined during 1994.

Other

      Miscellaneous other income - net decreased in 1994 due  primarily
to reduced Grand Gulf 1 carrying charges.  Other income taxes decreased
in  1994  primarily  due to a lower pretax income as  discussed  above.
Interest  on  long-term debt decreased in 1994  due  primarily  to  the
continued retirement and refinancing of high-cost debt.
<PAGE>
           ARKANSAS POWER & LIGHT COMPANY
                STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                                         For the Years Ended December 31,
                                                         --------------------------------------------------------------------
                                                                 1995                    1994                    1993
                                                         --------------------    --------------------    --------------------
                                                            (In Thousands)
<S>                                                  <C>                     <C>                     <C>
Operating Revenues                                    $            1,648,233  $            1,590,742  $            1,591,568
                                                         --------------------    --------------------    --------------------
Operating Expenses:
  Operation and maintenance:
   Fuel and fuel-related expenses                                    231,619                 261,932                 257,983
   Purchased power                                                   363,199                 328,379                 349,718
   Nuclear refueling outage expenses                                  31,754                  33,107                  30,069
   Other operation and maintenance                                   375,059                 390,472                 373,758
  Depreciation, amortization, and decommissioning                    162,087                 149,878                 135,530
  Taxes other than income taxes                                       38,319                  33,610                  28,626
  Income taxes                                                        53,936                   9,938                  18,746
  Amortization of rate deferrals                                     174,329                 166,793                 160,916
                                                         --------------------    --------------------    --------------------
        Total                                                      1,430,302               1,374,109               1,355,346
                                                         --------------------    --------------------    --------------------
Operating Income                                                     217,931                 216,633                 236,222
                                                         --------------------    --------------------    --------------------
Other Income (Deductions):
  Allowance for equity funds used
   during construction                                                 3,567                   4,001                   3,627
  Miscellaneous - net                                                 46,227                  48,049                  64,884
  Income taxes                                                       (18,146)                (19,282)                (32,451)
                                                         --------------------    --------------------    --------------------
        Total                                                         31,648                  32,768                  36,060
                                                         --------------------    --------------------    --------------------
Interest Charges:
  Interest on long-term debt                                         106,853                 106,001                 110,472
  Other interest - net                                                 8,485                   4,811                   9,118
  Allowance for borrowed funds used
   during construction                                                (2,424)                 (3,674)                 (2,418)
                                                         --------------------    --------------------    --------------------
        Total                                                        112,914                 107,138                 117,172
                                                         --------------------    --------------------    --------------------
Income before the Cumulative Effect
 of Accounting Changes                                               136,665                 142,263                 155,110

Cumulative Effect of Accounting
 Changes (net of income taxes)                                        35,415                       -                  50,187
                                                         --------------------    --------------------    --------------------
Net Income                                                           172,080                 142,263                 205,297

Preferred Stock Dividend Requirements
 and Other                                                            18,093                  19,275                  20,877
                                                         --------------------    --------------------    --------------------
Earnings Applicable to Common Stock                   $              153,987  $              122,988  $              184,420
                                                         ====================    ====================    ====================
See Notes to Financial Statements.
</TABLE>
<PAGE>
               ARKANSAS POWER & LIGHT COMPANY
                  STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                  For the Years Ended December 31,
                                                                  ----------------     ----------------     ----------------
                                                                        1995                 1994                 1993
                                                                  ----------------     ----------------     ----------------
                                                                   (In Thousands)
<S>                                                           <C>                  <C>                  <C>
Operating Activities:
  Net income                                                    $         172,080    $         142,263    $         205,297
  Noncash items included in net income:
    Cumulative effect of a change in accounting principle                 (35,415)                   -              (50,187)
    Change in rate deferrals/excess capacity-net                          125,504              102,959               84,712
    Depreciation, amortization, and decommissioning                       162,087              149,878              135,530
    Deferred income taxes and investment tax credits                      (33,882)             (54,080)              (6,965)
    Allowance for equity funds used during construction                    (3,567)              (4,001)              (3,627)
  Changes in working capital:
    Receivables                                                           (39,209)              10,817                7,385
    Fuel inventory                                                        (22,895)              17,359                  173
    Accounts payable                                                       55,732              (32,114)              20,608
    Taxes accrued                                                          (5,080)               2,226              (21,983)
    Interest accrued                                                         (824)                (346)                 201
    Other working capital accounts                                        (28,375)              20,324               26,486
  Decommissioning trust contributions                                     (16,702)             (11,581)             (11,491)
  Provision for estimated losses and reserves                               2,849               16,617                1,963
  Other                                                                     6,055               (4,744)             (41,826)
                                                                  ----------------     ----------------     ----------------
    Net cash flow provided by operating activities                        338,358              355,577              346,276
                                                                  ----------------     ----------------     ----------------
Investing Activities:
  Construction expenditures                                              (165,071)            (179,116)            (176,540)
  Allowance for equity funds used during construction                       3,567                4,001                3,627
  Nuclear fuel purchases                                                  (41,219)             (40,074)             (29,156)
  Proceeds from sale/leaseback of nuclear fuel                             41,832               40,074               29,156
                                                                  ----------------     ----------------     ----------------
    Net cash flow used in investing activities                           (160,891)            (175,115)            (172,913)
                                                                  ----------------     ----------------     ----------------
Financing Activities:
  Proceeds from issuance of:
    First mortgage bonds                                                        -                    -              445,000
    Other long-term debt                                                  118,662               27,992               48,070
  Retirement of:
    First mortgage bonds                                                  (25,800)                (800)            (441,141)
    Other long-term debt                                                 (124,025)             (30,231)             (47,700)
  Redemption of preferred stock                                            (9,500)             (11,500)             (15,500)
  Changes in short-term borrowings                                        (34,000)              12,605               17,395
  Dividends paid:
    Common stock                                                         (153,400)             (80,000)            (156,300)
    Preferred stock                                                       (18,362)             (19,597)             (21,362)
                                                                  ----------------     ----------------     ----------------
    Net cash flow used in financing activities                           (246,425)            (101,531)            (171,538)
                                                                  ----------------     ----------------     ----------------
Net increase (decrease) in cash and cash equivalents                      (68,958)              78,931                1,825

Cash and cash equivalents at beginning of period                           80,756                1,825                    -
                                                                  ----------------     ----------------     ----------------
Cash and cash equivalents at end of period                      $          11,798   $           80,756   $            1,825
                                                                  ================     ================     ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                        $         102,851    $          98,787    $         103,826
    Income taxes                                                $         113,080    $          79,553    $          66,366
  Noncash investing and financing activities:
    Capital lease obligations incurred                          $               -    $          47,719    $          48,513
    Change in unrealized appreciation/depreciation of
      decommissioning trust assets                              $           9,128    $           1,361    $               -

See Notes to Financial Statements.
</TABLE>
<PAGE>
                  ARKANSAS POWER & LIGHT COMPANY
                          BALANCE SHEETS
                              ASSETS

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                            ------------              ------------
                                                                             1995                      1994
                                                                            ------------              ------------
                                                                        (In Thousands)
<S>                                                               <C>                     <C>
Utility Plant:
  Electric                                                        $            4,438,519  $              4,293,097
  Property under capital leases                                                   48,968                    56,135
  Construction work in progress                                                  119,874                   136,701
  Nuclear fuel under capital lease                                                98,691                    94,628
                                                                            ------------              ------------
           Total                                                               4,706,052                 4,580,561

  Less - accumulated depreciation and amortization                             1,846,112                 1,710,216
                                                                            ------------              ------------
           Utility plant - net                                                 2,859,940                 2,870,345
                                                                            ------------              ------------
Other Property and Investments:
  Investment in subsidiary companies - at equity                                  11,122                    11,215
  Decommissioning trust fund                                                     166,832                   127,136
  Other - at cost (less accumulated depreciation)                                  5,085                     4,628
                                                                            ------------              ------------
           Total                                                                 183,039                   142,979
                                                                            ------------              ------------
Current Assets:
  Cash and cash equivalents:
    Cash                                                                           7,780                     3,737
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                                         908                     4,713
        Other                                                                      3,110                    72,306
                                                                            ------------              ------------
           Total cash and cash equivalents                                        11,798                    80,756
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $2.1 million in 1995 and $2.0 million in 1994)                            75,445                    53,781
    Associated companies                                                          40,577                    28,506
    Other                                                                          6,962                    11,181
    Accrued unbilled revenues                                                     93,556                    83,863
  Fuel inventory - at average cost                                                57,456                    34,561
  Materials and supplies - at average cost                                        75,030                    79,886
  Rate deferrals                                                                 131,634                   113,630
  Deferred excess capacity                                                        11,088                     8,414
  Deferred nuclear refueling outage costs                                         32,824                -
  Prepayments and other                                                           15,215                    23,867
                                                                            ------------              ------------
           Total                                                                 551,585                   518,445
                                                                            ------------              ------------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                               228,390                   360,496
    Deferred excess capacity                                                       5,984                    20,060
    SFAS 109 regulatory asset - net                                              219,906                   227,068
    Unamortized loss on reacquired debt                                           58,684                    57,344
    Other regulatory assets                                                       68,160                    68,813
  Other                                                                           28,727                    26,665
                                                                            ------------              ------------
           Total                                                                 609,851                   760,446
                                                                            ------------              ------------
           TOTAL                                                  $            4,204,415  $              4,292,215
                                                                            ============              ============
See Notes to Financial Statements.
</TABLE>

                  ARKANSAS POWER & LIGHT COMPANY
                          BALANCE SHEETS
                  CAPITALIZATION AND LIABILITIES

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                            ------------              ------------
                                                                             1995                      1994
                                                                            ------------              ------------
                                                                        (In Thousands)
<S>                                                               <C>                     <C>

Capitalization:
  Common stock, $0.01 par value, authorized
    325,000,000 shares; issued and outstanding
    46,980,196 shares in 1995 and 1994                            $                  470  $                    470
  Paid-in capital                                                                590,844                   590,844
  Retained earnings                                                              492,386                   491,799
                                                                            ------------              ------------
           Total common shareholder's equity                                   1,083,700                 1,083,113
  Preferred stock:
     Without sinking fund                                                        176,350                   176,350
     With sinking fund                                                            49,027                    58,527
  Long-term debt                                                               1,281,203                 1,293,879
                                                                            ------------              ------------
           Total                                                               2,590,280                 2,611,869
                                                                            ------------              ------------
Other Noncurrent Liabilities:
  Obligations under capital leases                                                93,574                    94,534
  Other                                                                           67,444                    68,235
                                                                            ------------              ------------
           Total                                                                 161,018                   162,769
                                                                            ------------              ------------
Current Liabilities:
  Currently maturing long-term debt                                               28,700                    28,175
  Notes payable                                                                      667                    34,667
  Accounts payable:
    Associated companies                                                          42,156                    17,345
    Other                                                                        120,250                    89,329
  Customer deposits                                                               18,594                    17,113
  Taxes accrued                                                                   40,159                    45,239
  Accumulated deferred income taxes                                               48,992                    25,043
  Interest accrued                                                                30,240                    31,064
  Co-owner advances                                                               34,450                    20,639
  Deferred fuel cost                                                              17,837                    20,254
  Nuclear refueling reserve                                                         -                       37,954
  Obligations under capital leases                                                54,697                    56,154
  Other                                                                           30,696                    50,359
                                                                            ------------              ------------
           Total                                                                 467,438                   473,335
                                                                            ------------              ------------
Deferred Credits:
  Accumulated deferred income taxes                                              823,471                   859,558
  Accumulated deferred investment tax credits                                    112,890                   118,548
  Other                                                                           49,318                    66,136
                                                                            ------------              ------------
           Total                                                                 985,679                 1,044,242
                                                                            ------------              ------------
Commitments and Contingencies (Notes 2, 8, and 9)

           TOTAL                                                  $            4,204,415  $              4,292,215
                                                                            ============              ============
See Notes to Financial Statements.
</TABLE>
<PAGE>
               ARKANSAS POWER & LIGHT COMPANY
              STATEMENTS OF RETAINED EARNINGS

<TABLE>
<CAPTION>
                                                                 For the Years Ended December 31,
                                                                 -------------------------------------------------------------------
                                                                        1995                    1994                    1993
                                                                 -------------------     -------------------     -------------------
                                                                   (In Thousands)
<S>                                                         <C>                      <C>                     <C>
Retained Earnings, January 1                                $               491,799    $            448,811    $            420,691
  Add:
    Net income                                                              172,080                 142,263                 205,297
                                                                 -------------------     -------------------     -------------------
        Total                                                               663,879                 591,074                 625,988
                                                                 -------------------     -------------------     -------------------
  Deduct:
    Dividends declared:
      Preferred stock                                                        18,093                  19,275                  20,877
      Common stock                                                          153,400                  80,000                 156,300
                                                                 -------------------     -------------------     -------------------
        Total                                                               171,493                  99,275                 177,177
                                                                 -------------------     -------------------     -------------------
Retained Earnings, December 31 (Note 7)                     $               492,386    $            491,799    $            448,811
                                                                 ===================     ===================     ===================

See Notes to Financial Statements.
</TABLE>
<PAGE>
                    ARKANSAS POWER & LIGHT COMPANY
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

<TABLE>
<CAPTION>
                                 1995        1994          1993          1992        1991
                                 ----        ----          ----          ----        ----
                                                   (In Thousands)
<S>                        <C>         <C>         <C>           <C>          <C>
Operating revenues         $1,648,233  $1,590,742    $1,591,568    $1,521,129  $1,528,270
Income before cumulative     $136,665    $142,263      $155,110      $130,529    $143,451
effect of accounting
changes
Total assets               $4,204,415  $4,292,215    $4,334,105    $4,038,811  $4,192,020
Long-term obligations (1)  $1,423,804  $1,446,940    $1,478,203    $1,453,588  $1,670,678
</TABLE>

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

      See  Notes 1, 3, and 10 for the effect of accounting changes  in
1995 and 1993 .

<TABLE>
<CAPTION>
                       1995        1994      1993        1992       1991
                       ----        ----      ----        ----       ----
                        (In Thousands)
 Electric Operating                                                       
          Revenues:
<S>                   <C>          <C>        <C>          <C>        <C>
   Residential      $   542,862 $  506,160 $  528,734 $  476,090 $  494,375
   Commercial           318,475    307,296    306,742    291,367    289,291
   Industrial           362,854    338,988    336,856    325,569    324,632
   Governmental          17,084     16,698     16,670     17,700     19,731
                       --------   --------   --------   --------   --------
     Total retail     1,241,275  1,169,142  1,189,002  1,110,726  1,128,029
   Sales for resale                                                        
     Associated         178,885    212,314    175,784    203,470    209,343
     companies
     Non-associated     195,844    182,920    203,696    181,558    164,392
     companies
   Other                 32,229     26,366     23,086     25,375     26,506
                       --------   --------   --------   --------   --------
     Total          $ 1,648,233 $1,590,742 $1,591,568 $1,521,129 $1,528,270
                       ========   ========   ========   ========   ========
                                                                          
    Billed Electric
             Energy
 Sales (Millions of                                                       
              KWh):
   Residential            5,868      5,522      5,680      5,102      5,564
   Commercial             4,267      4,147      4,067      3,841      3,967
   Industrial             6,314      5,941      5,690      5,509      5,565
   Governmental             243        231        230        248        290
                       --------   --------   --------   --------   --------
     Total retail        16,692     15,841     15,667     14,700     15,386
   Sales for resale                                                        
     Associated           8,386     10,591      8,307     10,357     11,250
     companies
     Non-associated       5,066      4,906      5,643      5,056      4,837
     companies
                       --------   --------   --------   --------   --------
     Total               30,144     31,338     29,617     30,113     31,473
                       ========   ========   ========   ========   ========
</TABLE>

<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of
Gulf States Utilities Company

      We  have  audited the accompanying balance sheets of Gulf  States
Utilities  Company  as of December 31, 1995 and 1994  and  the  related
statements of income (loss), retained earnings and paid-in-capital  and
cash flows for each of the three years in the period ended December 31,
1995.   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, 1995 and 1994, and the results of its operations and
its cash flows for each of the three years in the period ended December
31, 1995 in conformity with generally accepted accounting principles.

      As  discussed  in  Note 2 to  the  financial statements, the  net 
amount of capitalized costs for its River Bend Unit I Nuclear Generating 
Plant (River Bend) exceed those costs currently being recovered through
rates.  At December 31, 1995, approximately $482 million is not currently
being recovered through rates.  If current regulatory and court orders 
are not modified, a write-off of all or a portion of such costs may be
required. Additionally, other rate-related contingencies exist which  may
result in refunds of revenues previously collected.  The extent of such 
write-off  of  capitalized River Bend costs or refunds of revenues previously
collected,  if  any,  will  not be determined  until  appropriate  rate
proceedings  and  court appeals have been concluded.  Accordingly,  the
accompanying  financial statements  do  not include  any adjustments or 
provision for write-off or refund that might result from the outcome of  
these uncertainties.  As also discussed in  Note  2, approximately $187 
million of additional deferred River Bend  operating costs which exceed 
those costs currently being recovered through rates are  expected to be  
written-off upon the adoption  of  Statement  of Financial  Accounting 
Standards No. 121, "Accounting for the Impairment of Long-Lived  Assets 
and  for  Long-Lived  Assets  to  Be  Disposed  Of."  Adoption  of this 
Statement is required on January 1, 1996.

      As discussed in Note 8 to the financial statements, civil actions 
have  been  initiated  against  Gulf States Utilities Company to, among 
other things, recover the co-owner's  investment  in  River Bend and to 
annul  the  River Bend  Joint  Ownership  Participation  and  Operating 
Agreement.  The ultimate outcome of these proceedings cannot  presently
be determined.

      As  discussed in Note 13 to the financial statements, the  common
stock of the Company was acquired on December 31, 1993.

      As  discussed in Note 3 to the financial statements, in 1993, the
Company  adopted Statement of Financial Accounting Standards  No.  109,
"Accounting  for  Income  Taxes."  As  discussed  in  Note  10  to  the
financial  statements,  the  Company  adopted  Statement  of  Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," as of January 1, 1993.  As discussed  in
Note  1 to the financial statements, as of January 1, 1993, the Company
began  accruing revenues for energy delivered to customers but not  yet
billed.



COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
February 14, 1996
                                   
<PAGE>
                     GULF STATES UTILITIES COMPANY
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


Net Income

      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.

      Net  income  decreased in 1994 due primarily  to  write-offs  and
charges  associated with the resolution of contingencies and additional
Merger-related  costs aggregating $137 million, a base  rate  reduction
ordered   by  the  PUCT  applied  retroactively  to  March  1994,   and
restructuring   costs.   See  Note  2  and  Note  11   for   additional
information.

      Significant  factors  affecting the  results  of  operations  and
causing  variances between the years 1995 and 1994, and 1994 and  1993,
are  discussed  under  "Revenues and Sales,"  "Expenses,"  and  "Other"
below.

Revenues and Sales

      See  "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON,"  following
the  notes  to  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, 1995, are as follows:

                                           Increase/
              Description                (Decrease)
       -------------------------          ---------
                                         (In Millions)
                                              
Change in base revenues                         $32.0
Fuel cost recovery                              (29.6)
Sales volume/weather                             35.0
Other revenue (including unbilled)                1.1
Sales for resale                                 31.3
                                              -------
Total                                           $69.8
                                              =======

      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, as discussed
below,  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 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
Operating Companies.

      Electric operating revenues decreased in 1994 due primarily to  a
base  rate reduction ordered by the PUCT applied retroactively to March
1994,  see  Note  2 for additional information, and lower  retail  fuel
revenues  partially  offset by increased wholesale revenues  associated
with  higher  sales for resale and increased retail base revenue.   The
decrease  in  retail revenues is primarily due to a  decrease  in  fuel
recovery  revenue and a November 1993 rate reduction in Texas.   Energy
sales increased due primarily to higher sales for resale as a result of
GSU's participation in the System power pool.

<PAGE>

                     GULF STATES UTILITIES COMPANY
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS

      Gas  operating  revenues decreased for 1995 primarily  due  to  a
decrease  in  residential sales.  This decrease was  the  result  of  a
milder winter than in 1994.

Expenses

      Operating  expenses decreased in 1995 as a result of lower  other
operation  and  maintenance  expenses  and  purchased  power  expenses,
partially   offset  by  higher  income  taxes.   Other  operation   and
maintenance  expenses decreased primarily due to charges made  in  1994
for   Merger-related  costs,  restructuring  costs,  and  certain  pre-
acquisition contingencies including unfunded Cajun-River Bend costs and
environmental  clean-up  costs.   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 Operating Companies.  In addition, the  decrease
in  purchased power expenses in 1995 was the result of the recording of
a  provision for refund of disallowed purchased power expenses in 1994.
Income taxes increased primarily due to higher pre-tax income in 1995.

      Operating  expenses  increased in 1994 due  primarily  to  higher
purchased power and other operation and maintenance expenses, partially
offset  by lower fuel for electric generation and fuel-related  expense
and  lower  income tax expense.  Purchased power expenses increased  in
1994  due  to GSU's participation in joint dispatch through the  System
power  pool  resulting from increased energy sales as discussed  above.
The  increase in purchased power expenses in 1994 was also due  to  the
recording of a provision for refund of disallowed purchased power costs
resulting  from  a Louisiana Supreme Court ruling.  Fuel,  fuel-related
expenses, and gas purchased for resale decreased in 1994 primarily  due
to lower gas prices.

      Other  operation and maintenance expenses increased in  1994  due
primarily   to   charges   associated  with   certain   pre-acquisition
contingencies, additional Merger-related costs and restructuring  costs
as discussed in Note 11.

      Income  taxes  decreased in 1994 due primarily  to  lower  pretax
income resulting from the charges discussed above.

Other

      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  8  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.

      Other miscellaneous income decreased in 1994 due to the write-off
of plant held for future use, establishment of a reserve related to the
Cajun-River  Bend  litigation, the write-off of  previously  disallowed
rate deferrals, and obsolete spare parts.  These charges were partially
offset  by  lower  interest  expense  as  a  result  of  the  continued
refinancing of high-cost debt.

     Income taxes decreased in 1994 due primarily to  the charges
discussed above.
<PAGE>
            GULF STATES UTILITIES COMPANY
             STATEMENTS OF INCOME (LOSS)
<TABLE>
<CAPTION>

                                                         For the Years Ended December 31,
                                                         --------------------------------------------------------------------
                                                                 1995                    1994                    1993
                                                         --------------------    --------------------    --------------------
                                                            (In Thousands)
<S>                                                  <C>                     <C>                     <C>
Operating Revenues:
  Electric                                            $            1,788,964  $            1,719,201  $            1,747,961
  Natural gas                                                         23,715                  31,605                  32,466
  Steam products                                                      49,295                  46,559                  47,193
                                                         --------------------    --------------------    --------------------
        Total                                                      1,861,974               1,797,365               1,827,620
                                                         --------------------    --------------------    --------------------
Operating Expenses:
  Operation and maintenance:
    Fuel, fuel-related expenses, and
     gas purchased for resale                                        516,812                 517,177                 559,416
    Purchased power                                                  169,767                 192,937                 123,949
    Nuclear refueling outage expenses                                 10,607                  12,684                  10,706
    Other operation and maintenance                                  432,647                 505,701                 469,664
  Depreciation, amortization, and decommissioning                    202,224                 197,151                 190,405
  Taxes other than income taxes                                      102,228                  98,096                  95,742
  Income taxes                                                        57,235                  (6,448)                 46,007
  Amortization of rate deferrals                                      66,025                  66,416                  61,115
                                                         --------------------    --------------------    --------------------
        Total                                                      1,557,545               1,583,714               1,557,004
                                                         --------------------    --------------------    --------------------
Operating Income                                                     304,429                 213,651                 270,616
                                                         --------------------    --------------------    --------------------
Other Income (Deductions):
  Allowance for equity funds used
    during construction                                                1,125                   1,334                     726
  Write-off of plant held for future use                                 -                   (85,476)                    -
  Miscellaneous - net                                                 22,573                 (64,843)                 19,996
  Income taxes                                                        (6,009)                 55,638                 (12,009)
                                                         --------------------    --------------------    --------------------
        Total                                                         17,689                 (93,347)                  8,713
                                                         --------------------    --------------------    --------------------
Interest Charges:
  Interest on long-term debt                                         191,341                 195,414                 202,235
  Other interest - net                                                 8,884                   8,720                   8,364
  Allowance for borrowed funds used
    during construction                                               (1,026)                 (1,075)                   (731)
                                                         --------------------    --------------------    --------------------
        Total                                                        199,199                 203,059                 209,868
                                                         --------------------    --------------------    --------------------
Income (Loss) before Extraordinary Items and
  the Cumulative Effect of an Accounting Change                      122,919                 (82,755)                 69,461

Extraordinary Items (net of income taxes)                                -                       -                    (1,259)

Cumulative Effect of an Accounting
 Change (net of income taxes)                                            -                       -                    10,660
                                                         --------------------    --------------------    --------------------
Net Income (Loss)                                                    122,919                 (82,755)                 78,862

Preferred and Preference Stock
  Dividend Requirements and Other                                     29,643                  29,919                  35,581
                                                         --------------------    --------------------    --------------------
Earnings (Loss) Applicable to Common Stock            $               93,276  $             (112,674) $               43,281
                                                         ====================    ====================    ====================
See Notes to Financial Statements.
</TABLE>
<PAGE>
                GULF STATES UTILITIES COMPANY
                  STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                  For the Years Ended December 31,
                                                                  ----------------     ----------------     ----------------
                                                                        1995                 1994                 1993
                                                                  ----------------     ----------------     ----------------
                                                                   (In Thousands)
<S>                                                           <C>                  <C>                  <C>

Operating Activities:
  Net income (loss)                                             $         122,919    $         (82,755)   $          78,862
  Noncash items included in net income:
    Extraordinary items                                                         -                    -                1,259
    Cumulative effect of a change in accounting principle                       -                    -              (10,660)
    Change in rate deferrals                                               66,025               96,979               61,115
    Depreciation, amortization, and decommissioning                       202,224              197,151              190,405
    Deferred income taxes and investment tax credits                       63,231              (62,171)              41,302
    Allowance for equity funds used during construction                    (1,125)              (1,334)                (726)
    Write-off of plant held for future use                                      -               85,476                    -
  Changes in working capital:
    Receivables                                                            40,193              (72,341)               6,879
    Fuel inventory                                                         (6,357)              (2,336)              (2,289)
    Accounts payable                                                       (4,820)              60,112               11,072
    Taxes accrued                                                          24,935              (10,378)               3,764
    Interest accrued                                                        1,510               (4,189)              (2,497)
    Reserve for rate refund                                               (56,972)              56,972                    -
    Other working capital accounts                                        (40,919)              33,781               (9,915)
  Decommissioning trust contributions                                      (8,147)              (3,202)              (2,710)
  Purchased power settlement                                                   -                     -             (169,300)
  Provision for estimated losses and reserves                              10,119                4,181               20,349
  Other                                                                   (12,062)              30,413               38,525
                                                                  ----------------     ----------------     ----------------
    Net cash flow provided by operating activities                        400,754              326,359              255,435
                                                                  ----------------     ----------------     ----------------
Investing Activities:
  Construction expenditures                                              (185,944)            (155,989)            (115,481)
  Allowance for equity funds used during construction                       1,125                1,334                  726
  Nuclear fuel purchases                                                   (1,425)             (31,178)              (2,118)
  Proceeds from sale/leaseback of nuclear fuel                                542               29,386                2,118
  Refund of escrow account and other property                                   -                    -                5,921
                                                                  ----------------     ----------------     ----------------
    Net cash flow used in investing activities                           (185,702)            (156,447)            (108,834)
                                                                  ----------------     ----------------     ----------------
Financing Activities:
  Proceeds from the issuance of:
    First mortgage bonds                                                        -                    -              338,379
    Other long-term debt                                                    2,277              101,109               21,440
    Preference stock                                                            -                    -              146,625
  Retirement of:
    First mortgage bonds                                                        -                    -             (360,199)
    Other long-term debt                                                  (50,425)            (102,425)             (18,398)
  Redemption of preferred and preference stock                             (7,283)              (6,070)            (174,841)
  Dividends paid:
    Common stock                                                                -             (289,100)                   -
    Preferred and preference stock                                        (29,661)             (30,131)             (35,999)
                                                                  ----------------     ----------------     ----------------
    Net cash flow used in financing activities                            (85,092)            (326,617)             (82,993)
                                                                  ----------------     ----------------     ----------------
Net increase (decrease) in cash and cash equivalents                      129,960             (156,705)              63,608

Cash and cash equivalents at beginning of period                          104,644              261,349              197,741
                                                                  ----------------     ----------------     ----------------
Cash and cash equivalents at end of period                      $         234,604    $         104,644    $         261,349
                                                                  ================     ================     ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                        $         187,918    $         191,850    $         197,058
    Income taxes                                                $             208    $             251    $          15,600
  Noncash investing and financing activities:
    Capital lease obligations incurred                                          -    $          31,178    $          17,143
    Change in unrealized appreciation/depreciation of
      decommissioning trust assets                              $           2,121    $            (915)                   -

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

                  GULF STATES UTILITIES COMPANY
                          BALANCE SHEETS
                              ASSETS

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                            ------------              ------------
                                                                             1995                      1994
                                                                            ------------              ------------
                                                                        (In Thousands)
<S>                                                               <C>                     <C>

Utility Plant:
  Electric                                                        $            6,942,983  $              6,842,726
  Natural gas                                                                     45,789                    44,505
  Steam products                                                                  77,551                    77,307
  Property under capital leases                                                   77,918                    82,914
  Construction work in progress                                                  148,043                    96,176
  Nuclear fuel under capital lease                                                69,853                    80,042
                                                                            ------------              ------------
           Total                                                               7,362,137                 7,223,670

  Less - accumulated depreciation and amortization                             2,664,943                 2,504,826
                                                                            ------------              ------------
           Utility plant - net                                                 4,697,194                 4,718,844
                                                                            ------------              ------------
Other Property and Investments:
  Decommissioning trust fund                                                      32,943                    21,309
  Other - at cost (less accumulated depreciation)                                 28,626                    29,315
                                                                            ------------              ------------
           Total                                                                  61,569                    50,624
                                                                            ------------              ------------
Current Assets:
  Cash and cash equivalents:
    Cash                                                                          13,751                     8,063
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                                      46,336                     5,085
        Other                                                                    174,517                    91,496
                                                                            ------------              ------------
           Total cash and cash equivalents                                       234,604                   104,644
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $1.6 million in 1995 and $0.7 million in 1994)                           110,187                   167,745
    Associated companies                                                           1,395                    12,732
    Other                                                                         15,497                    20,706
    Accrued unbilled revenues                                                     73,381                    39,470
  Deferred fuel costs                                                             31,154                     6,314
  Accumulated deferred income taxes                                               43,465                    49,457
  Fuel inventory                                                                  32,141                    25,784
  Materials and supplies - at average cost                                        91,288                    90,054
  Rate deferrals                                                                  97,164                   100,478
  Prepayments and other                                                           15,566                    13,754
                                                                            ------------              ------------
           Total                                                                 745,842                   631,138
                                                                            ------------              ------------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                               419,904                   506,974
    SFAS 109 regulatory asset-net                                                453,628                   426,358
    Unamortized loss on reacquired debt                                           61,233                    63,994
    Other regulatory assets                                                       27,836                    35,168
    Long-term receivables                                                        224,727                   264,752
  Other                                                                          169,125                   145,609
                                                                            ------------              ------------
           Total                                                               1,356,453                 1,442,855
                                                                            ------------              ------------
           TOTAL                                                  $            6,861,058  $              6,843,461
                                                                            ============              ============
See Notes to Financial Statements.
</TABLE>

                  GULF STATES UTILITIES COMPANY
                          BALANCE SHEETS
                  CAPITALIZATION AND LIABILITIES

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                            ------------              ------------
                                                                             1995                      1994
                                                                            ------------              ------------
                                                                        (In Thousands)
<S>                                                               <C>                     <C>
Capitalization:
  Common stock, no par value, authorized
    200,000,000 shares; issued and outstanding
    100 shares in 1995 and 1994                                   $              114,055  $                114,055
  Paid-in capital                                                              1,152,505                 1,152,336
  Retained earnings                                                              357,704                   264,626
                                                                            ------------              ------------
           Total common shareholder's equity                                   1,624,264                 1,531,017
  Preference stock                                                               150,000                   150,000
  Preferred stock:
     Without sinking fund                                                        136,444                   136,444
     With sinking fund                                                            87,654                    94,934
  Long-term debt                                                               2,175,471                 2,318,417
                                                                            ------------              ------------
           Total                                                               4,173,833                 4,230,812
                                                                            ------------              ------------
Other Noncurrent Liabilities:
  Obligations under capital leases                                               108,078                   125,691
  Other                                                                           78,245                    68,753
                                                                            ------------              ------------
           Total                                                                 186,323                   194,444
                                                                            ------------              ------------
Current Liabilities:
  Currently maturing long-term debt                                              145,425                    50,425
  Accounts payable:
    Associated companies                                                          31,349                    31,722
    Other                                                                        136,528                   140,975
  Customer deposits                                                               21,983                    22,216
  Taxes accrued                                                                   37,413                    12,478
  Interest accrued                                                                56,837                    55,327
  Nuclear refueling reserve                                                       22,627                    10,117
  Obligations under capital lease                                                 37,773                    37,265
  Reserve for rate refund                                                     -                             56,972
  Other                                                                           86,653                   111,963
                                                                            ------------              ------------
           Total                                                                 576,588                   529,460
                                                                            ------------              ------------
Deferred Credits:
  Accumulated deferred income taxes                                            1,177,144                 1,100,396
  Accumulated deferred investment tax credits                                    208,618                   199,428
  Deferred River Bend finance charges                                             58,047                    82,406
  Other                                                                          480,505                   506,515
                                                                            ------------              ------------
           Total                                                               1,924,314                 1,888,745
                                                                            ------------              ------------
Commitments and Contingencies (Notes 2, 8, and  9)

           TOTAL                                                  $            6,861,058  $              6,843,461
                                                                            ============              ============
See Notes to Financial Statements.
</TABLE>
<PAGE>
               GULF STATES UTILITIES COMPANY
    STATEMENTS OF RETAINED EARNINGS AND PAID-IN CAPITAL

<TABLE>
<CAPTION>
                                                                 For the Years Ended December 31,
                                                                 -------------------------------------------------------------------
                                                                        1995                    1994                    1993
                                                                 -------------------     -------------------     -------------------
                                                                   (In Thousands)
<S>                                                         <C>                      <C>                     <C>
Retained Earnings, January 1                                $               264,626   $             666,401   $             631,462
  Add:
    Net income (loss)                                                       122,919                 (82,755)                 78,862
                                                                 -------------------     -------------------     -------------------
        Total                                                               387,545                 583,646                 710,324
                                                                 -------------------     -------------------     -------------------
  Deduct:
    Dividends declared:
     Preferred and preference stock                                          29,482                  29,831                  35,581
     Common stock                                                                -                  289,100                      -
    Preferred and preference stock
      redemption and other                                                      359                      89                   8,342
                                                                 -------------------     -------------------     -------------------
        Total                                                                29,841                 319,020                  43,923
                                                                 -------------------     -------------------     -------------------
Retained Earnings, December 31 (Note 7)                     $               357,704    $            264,626    $            666,401
                                                                 ===================     ===================     ===================


Paid-in Capital, January 1                                  $             1,152,336    $          1,152,304    $             67,316
  Add:
    Issuance of 100 shares of no par common
      stock with a stated value of $114,055
      net of the retirement of 114,055,065 shares
      of no par common stock                                                     -                       -                1,086,868
    Gain (loss) on reacquisition of
      preferred and preference stock                                            169                      32                  (1,880)
                                                                 -------------------     -------------------     -------------------
Paid-in Capital, December 31                                $             1,152,505    $          1,152,336    $          1,152,304
                                                                 ===================     ===================     ===================

See Notes to Financial Statements.
</TABLE>
<PAGE>
                     GULF STATES UTILITIES COMPANY
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

<TABLE>
<CAPTION>
                              1995         1994         1993        1992        1991
                              ----         ----         ----        ----        ----
                                                  (In Thousands)
<S>                        <C>          <C>          <C>         <C>         <C>
Operating revenues          $1,861,974   $1,797,365  $1,827,620   $1,773,374  $1,702,235
Income (loss) before                                                                    
  extraordinary items and                                                               
  the cumulative effect of                                                              
  accounting changes          $122,919    $(82,755)     $69,461     $139,413    $112,391
Total assets                $6,861,058   $6,843,461  $7,137,351   $7,164,447  $7,183,119
Long-term obligations (1)   $2,521,203   $2,689,042  $2,772,002   $2,798,768  $2,816,577
</TABLE>

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

       See Notes 1 and 10 for the effect of accounting changes in 1993
     and  Notes  2  and  8  regarding  River  Bend  rate  appeals  and
     litigation with Cajun.

<TABLE>
<CAPTION>
                               1995          1994          1993         1992          1991
                               ----          ----          ----         ----          ----
                                (In Thousands)
       Electric Operating                                                                    
                Revenues:
<S>                         <C>            <C>           <C>             <C>           <C>
   Residential            $     573,566 $    569,997 $     585,799 $    560,552 $     547,147
   Commercial                   412,601      414,929       415,267      400,803       383,883
   Industrial                   604,688      626,047       650,230      642,298       582,568
   Governmental                  25,042       25,242        26,118       26,195        24,792
                               --------     --------      --------     --------      --------
     Total retail             1,615,897    1,636,215     1,677,414    1,629,848     1,538,390
   Sales for resale                                                                          
     Associated companies        62,431       45,263             -            -             -
     Non-associated              67,103       52,967        31,898       24,485        44,136
companies
   Other (1)                     43,533     (15,244)        38,649       40,203        41,433
                               --------     --------      --------     --------      --------
     Total                $   1,788,964 $  1,719,201 $   1,747,961 $  1,694,536 $   1,623,959
                              =========    =========     =========    =========     =========
Billed Electric Energy                                                                       
 Sales (Millions of KWh):               
   Residential                    7,699        7,351         7,192        6,825         6,925
   Commercial                     6,219        6,089         5,711        5,474         5,460
   Industrial                    15,393       15,026        14,294       14,413        13,629
   Governmental                     311          297           296          302           295
                               --------     --------      --------     --------      --------
     Total retail                29,622       28,763        27,493       27,014        26,309
   Sales for resale                                                                          
     Associated companies         2,935        1,866             -            -             -
     Non-associated               2,212        1,650           666          540         1,049
companies
                               --------     --------      --------     --------      --------
     Total Electric              34,769       32,279        28,159       27,554        27,358
     Department
   Steam Department               1,742        1,659         1,597        1,722         1,711
                               --------     --------      --------     --------      --------
     Total                       36,511       33,938        29,756       29,276        29,069
                              =========    =========      ========     ========      ========
</TABLE>

(1)  1994 includes the effects of a GSU reserve for rate refund.

<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of
Louisiana Power & Light Company

     We have audited the accompanying balance sheets of Louisiana Power
&  Light  Company   as of December 31, 1995 and 1994, and  the  related
statements  of income, retained earnings and cash flows for  the  years
then  ended.  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.   The  financial
statements  of the Company for the year ended December 31,  1993,  were
audited  by  other  auditors, whose report, dated  February  11,  1994,
expressed an unqualified opinion on these financial statements.

      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, 1995 and 1994, and the results of its operations and
its  cash  flows for the years then ended in conformity with  generally
accepted accounting principles.



COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
February 14, 1996
<PAGE>
                     INDEPENDENT AUDITORS' REPORT




To the Shareholders and the Board of Directors of
 Louisiana Power & Light Company:

      We  have  audited the accompanying statements of income, retained
earnings, and cash flows of Louisiana Power & Light Company (LP&L)  for
the  year ended December 31, 1993.  These financial statements are  the
responsibility of LP&L's management.  Our responsibility is to  express
an opinion on these financial statements based on our audit.

      We  conducted  our  audit 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 audit provides a reasonable  basis
for our opinion.

      In  our opinion, such financial statements present fairly, in all
material respects, the results of LP&L's operations and its cash  flows
for  the  year  ended  December 31, 1993 in conformity  with  generally
accepted accounting principles.



DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 11, 1994
                                   
                                   
<PAGE>
                    LOUISIANA POWER & LIGHT COMPANY
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


Net Income

      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.  Net income increased in 1994 due  primarily  to
the  fourth  quarter  write-off  of unamortized  balances  of  deferred
investment  tax  credits, partially offset by lower operating  revenues
and higher other operation and maintenance expenses.

      Significant  factors  affecting the  results  of  operations  and
causing  variances between the years 1995 and 1994, and 1994 and  1993,
are discussed under "Revenues and Sales" and "Expenses" below.

Revenues and Sales

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

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

                                              Increase/
              Description                    (Decrease)
       ------------------------            --------------
                                           (In Millions)
                                              
Change in base revenues                               $(29.9)
Fuel cost recovery                                     (35.9)
Sales volume/weather                                     40.7
Other revenue (including unbilled)                     (23.3)
Sales for resale                                         12.9
                                                      -------
Total                                                 $(35.5)
                                                      =======

     Operating revenues were lower in 1995 due primarily to a base rate
reduction  in  the second quarter of 1995 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 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.

      Operating  revenues  were  lower in 1994  due  primarily  to  the
completion   of  the  amortization  of  the  proceeds  resulting   from
litigation  with  a  gas  supplier in  the  second  quarter  and  lower
wholesale   revenues  partially  offset  by  higher  retail   revenues.
Wholesale  revenues  decreased due primarily to  lower  sales  to  non-
associated  utilities.  Retail  revenues  increased  due  primarily  to
increases in sales to industrial and commercial customers.

<PAGE>
                    LOUISIANA POWER & LIGHT COMPANY
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


Expenses

      Operating  expenses decreased in 1995 due to  decreases  in  fuel
expenses,   including   purchased  power,  and  other   operation   and
maintenance  expenses, partially offset by an increase in  depreciation
and  income taxes.  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 11,
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.   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.

      Operating expenses decreased in 1994 due primarily to a  decrease
in  income  tax  expense  as  a result of  the  write-off  of  deferred
investment  tax  credits pursuant to a FERC settlement and  lower  fuel
expenses  partially  offset by higher other operation  and  maintenance
expenses.   The  decrease in fuel and purchased power expenses  is  due
primarily  to lower fuel and purchased power prices.  The  increase  in
other   operation  and  maintenance  expenses  is  due   primarily   to
restructuring  costs  and  power  plant  waste  water  site   closures.
Interest  expense decreased in 1994 as a result of the  retirement  and
refinancing of high-cost debt.
<PAGE>
           LOUISIANA POWER & LIGHT COMPANY
                STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                         For the Years Ended December 31,
                                                         -------------------- -  -------------------- -  --------------------
                                                                 1995                    1994                    1993
                                                         --------------------    --------------------    --------------------
                                                            (In Thousands)
<S>                                                  <C>                     <C>                     <C>

Operating Revenues                                    $            1,674,875  $            1,710,415  $            1,731,541
                                                         --------------------    --------------------    --------------------
Operating Expenses:
  Operation and maintenance:
    Fuel and fuel-related expenses                                   300,015                 331,422                 338,670
    Purchased power                                                  351,583                 366,564                 381,252
    Nuclear refueling outage expenses                                 17,675                  18,187                  18,380
    Other operation and maintenance                                  311,535                 350,854                 342,195
  Depreciation, amortization, and decommissioning                    161,023                 151,994                 142,051
  Taxes other than income taxes                                       55,867                  56,101                  50,391
  Income taxes                                                       116,486                  63,751                 108,568
  Amortization of rate deferrals                                      28,422                  28,422                  28,422
                                                         --------------------    --------------------    --------------------
        Total                                                      1,342,606               1,367,295               1,409,929
                                                         --------------------    --------------------    --------------------
Operating Income                                                     332,269                 343,120                 321,612
                                                         --------------------    --------------------    --------------------
Other Income (Deductions):
  Allowance for equity funds used
   during construction                                                 1,950                   3,486                   2,581
  Miscellaneous - net                                                  2,831                     747                   2,069
  Income taxes                                                          (628)                    463                  (2,245)
                                                         --------------------    --------------------    --------------------
        Total                                                          4,153                   4,696                   2,405
                                                         --------------------    --------------------    --------------------
Interest Charges:
  Interest on long-term debt                                         129,691                 129,952                 130,352
  Other interest - net                                                 7,210                   6,494                   6,605
  Allowance for borrowed funds used
   during construction                                                (2,016)                 (2,469)                 (1,748)
                                                         --------------------    --------------------    --------------------
        Total                                                        134,885                 133,977                 135,209
                                                         --------------------    --------------------    --------------------
Net Income                                                           201,537                 213,839                 188,808

Preferred Stock Dividend Requirements
  and Other                                                           21,307                  23,319                  24,754
                                                         --------------------    --------------------    --------------------
Earnings Applicable to Common Stock                   $              180,230  $              190,520  $              164,054
                                                         ====================    ====================    ====================
See Notes to Financial Statements.
</TABLE>
<PAGE>
               LOUISIANA POWER & LIGHT COMPANY
                  STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                  For the Years Ended December 31,
                                                                  ----------------     ----------------     ----------------
                                                                        1995                 1994                 1993
                                                                  ----------------     ----------------     ----------------
                                                                   (In Thousands)
<S>                                                           <C>                  <C>                  <C>

Operating Activities:
  Net income                                                    $         201,537    $         213,839    $         188,808
  Noncash items included in net income:
    Change in rate deferrals                                               28,422               28,422               28,422
    Depreciation, amortization, and decommissioning                       161,023              151,994              142,051
    Deferred income taxes and investment tax credits                        2,450              (15,972)              40,262
    Allowance for equity funds used during construction                    (1,950)              (3,486)              (2,581)
    Amortization of deferred revenues                                          -               (14,632)             (42,470)
  Changes in working capital:
    Receivables                                                            (8,069)               1,094               (8,046)
    Accounts payable                                                        4,420               (6,811)             (28,198)
    Taxes accrued                                                          20,472              (16,970)               6,861
    Interest accrued                                                        1,215                  846                1,003
    Other working capital accounts                                        (16,993)              31,064               15,205
  Refunds to customers - gas contract settlement                               -                    -               (56,027)
  Decommissioning trust contributions                                      (7,493)              (4,815)              (4,000)
  Other                                                                      (377)               3,048               18,298
                                                                  ----------------     ----------------     ----------------
    Net cash flow provided by operating activities                        384,657              367,621              299,588
                                                                  ----------------     ----------------     ----------------
Investing Activities:
  Construction expenditures                                              (120,244)            (140,669)            (163,142)
  Allowance for equity funds used during construction                       1,950                3,486                2,581
  Nuclear fuel purchases                                                  (44,707)                  -                     -
  Proceeds from sale/leaseback of nuclear fuel                             47,293                   -                     -
                                                                  ----------------     ----------------     ----------------
    Net cash flow used in investing activities                           (115,708)            (137,183)            (160,561)
                                                                  ----------------     ----------------     ----------------
Financing Activities:
  Proceeds from the issuance of:
   First mortgage bonds                                                         -                    -              100,000
   Other long-term debt                                                    16,577               19,946               58,000
  Retirement of:
    First mortgage bonds                                                  (75,000)             (25,000)            (100,919)
    Other long-term debt                                                     (308)                (322)             (22,052)
  Redemption of preferred stock                                           (11,256)             (15,038)             (22,500)
  Changes in short-term borrowings                                         49,305              (24,887)              52,041
  Dividends paid:
    Common stock                                                         (221,500)            (167,100)            (167,600)
    Preferred stock                                                       (21,115)             (22,808)             (25,290)
                                                                  ----------------     ----------------     ----------------
    Net cash flow used in financing activities                           (263,297)            (235,209)            (128,320)
                                                                  ----------------     ----------------     ----------------
Net increase (decrease) in cash and cash equivalents                        5,652               (4,771)              10,707

Cash and cash equivalents at beginning of period                           28,718               33,489               22,782
                                                                  ----------------     ----------------     ----------------
Cash and cash equivalents at end of period                      $          34,370    $          28,718    $          33,489
                                                                  ================     ================     ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                        $         128,485    $         128,000    $         127,497
    Income taxes                                                $          96,066    $          96,442    $          62,414
  Noncash investing and financing activities:
   Capital lease obligations incurred                                           -                9,677    $          33,210
   Change in unrealized appreciation/depreciation of
      decommissioning trust assets                              $           2,304    $          (1,129)     -

See Notes to Financial Statements.
</TABLE>
<PAGE>
                 LOUISIANA POWER & LIGHT COMPANY
                          BALANCE SHEETS
                              ASSETS

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                            ------------              ------------
                                                                             1995                      1994
                                                                            ------------              ------------
                                                                        (In Thousands)
<S>                                                               <C>                     <C>
Utility Plant:
  Electric                                                        $            4,886,898  $              4,778,126
  Property under capital leases                                                  231,121                   229,468
  Construction work in progress                                                   87,567                    94,791
  Nuclear fuel under capital lease                                                72,864                    44,238
  Nuclear fuel                                                                     1,506                     6,420
                                                                            ------------              ------------
           Total                                                               5,279,956                 5,153,043

  Less - accumulated depreciation and amortization                             1,742,306                 1,600,510
                                                                            ------------              ------------
           Utility plant - net                                                 3,537,650                 3,552,533
                                                                            ------------              ------------
Other Property and Investments:
  Nonutility property                                                             20,060                    20,060
  Decommissioning trust fund                                                      38,560                    27,076
  Investment in subsidiary companies - at equity                                  14,230                    14,230
  Other                                                                            1,113                     1,078
                                                                            ------------              ------------
           Total                                                                  73,963                    62,444
                                                                            ------------              ------------
Current Assets:
  Cash and cash equivalents:
    Cash                                                                           3,952                -
    Temporary cash investments - at cost,
       which approximates market                                                  30,418                    28,718
                                                                            ------------              ------------
           Total cash and cash equivalents                                        34,370                    28,718
  Accounts receivable:
    Customer (less allowance for doubtful accounts of
     $1.4 million in 1995 and $1.2 million in 1994)                               72,328                    58,858
    Associated companies                                                           8,033                     9,827
    Other                                                                          8,979                    11,609
    Accrued unbilled revenues                                                     62,132                    63,109
  Deferred fuel costs                                                             10,200                -
  Accumulated deferred income taxes                                           -                              3,702
  Materials and supplies - at average cost                                        79,799                    89,692
  Rate deferrals                                                                  25,609                    28,422
  Deferred nuclear refueling outage costs                                         21,344                    15,041
  Prepayments and other                                                            9,118                    13,487
                                                                            ------------              ------------
           Total                                                                 331,912                   322,465
                                                                            ------------              ------------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                            -                             25,609
    SFAS 109 regulatory asset - net                                              301,520                   379,263
    Unamortized loss on reacquired debt                                           39,474                    43,656
    Other regulatory assets                                                       23,935                    25,736
  Other                                                                           23,069                    23,733
                                                                            ------------              ------------
           Total                                                                 387,998                   497,997
                                                                            ------------              ------------
           TOTAL                                                  $            4,331,523  $              4,435,439
                                                                            ============              ============
See Notes to Financial Statements.
</TABLE>

                 LOUISIANA POWER & LIGHT COMPANY
                          BALANCE SHEETS
                  CAPITALIZATION AND LIABILITIES

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                            ------------              ------------
                                                                             1995                      1994
                                                                            ------------              ------------
                                                                        (In Thousands)
<S>                                                               <C>                     <C>
Capitalization:
  Common stock, $0.01 par value, authorized
    250,000,000 shares; issued and outstanding
    165,173,180 shares in 1995 and 1994                           $            1,088,900  $              1,088,900
  Capital stock expense and other                                                 (4,836)                   (5,367)
  Retained earnings                                                               72,150                   113,420
                                                                            ------------              ------------
           Total common shareholder's equity                                   1,156,214                 1,196,953
  Preferred stock:
     Without sinking fund                                                        160,500                   160,500
     With sinking fund                                                           100,009                   111,265
  Long-term debt                                                               1,385,171                 1,403,055
                                                                            ------------              ------------
           Total                                                               2,801,894                 2,871,773
                                                                            ------------              ------------
Other Noncurrent Liabilities:
  Obligations under capital leases                                                43,362                    16,238
  Other                                                                           50,835                    54,216
                                                                            ------------              ------------
           Total                                                                  94,197                    70,454
                                                                            ------------              ------------
Current Liabilities:
  Currently maturing long-term debt                                               35,260                    75,320
  Notes payable
    Associated companies                                                          61,459                     7,954
    Other                                                                         15,000                    19,200
  Accounts payable:
    Associated companies                                                          37,494                    20,793
    Other                                                                         69,922                    82,203
  Customer deposits                                                               56,924                    54,934
  Taxes accrued                                                                   18,612                    (1,860)
  Accumulated deferred income taxes                                                3,366                -
  Interest accrued                                                                44,202                    42,987
  Dividends declared                                                               5,149                     5,489
  Deferred fuel cost                                                          -                             13,983
  Obligations under capital leases                                                28,000                    28,000
  Other                                                                           17,397                    20,156
                                                                            ------------              ------------
           Total                                                                 392,785                   369,159
                                                                            ------------              ------------
Deferred Credits:
  Accumulated deferred income taxes                                              807,278                   883,945
  Accumulated deferred investment tax credits                                    145,561                   151,259
  Deferred interest - Waterford 3 lease obligation                                23,947                    26,000
  Other                                                                           65,861                    62,849
                                                                            ------------              ------------
           Total                                                               1,042,647                 1,124,053
                                                                            ------------              ------------
Commitments and Contingencies (Notes 2, 8, and 9)

           TOTAL                                                  $            4,331,523  $              4,435,439
                                                                            ============              ============
See Notes to Financial Statements.
</TABLE>
<PAGE>
              LOUISIANA POWER & LIGHT COMPANY
              STATEMENTS OF RETAINED EARNINGS
<TABLE>
<CAPTION>

                                                                 For the Years Ended December 31,
                                                                 -------------------------------------------------------------------
                                                                        1995                    1994                    1993
                                                                 -------------------     -------------------     -------------------
                                                                   (In Thousands)
<S>                                                         <C>                      <C>                     <C>
Retained Earnings, January 1                                $               113,420    $             89,849    $             94,510
  Add:
    Net income                                                              201,537                 213,839                 188,808
                                                                 -------------------     -------------------     -------------------
        Total                                                               314,957                 303,688                 283,318
                                                                 -------------------     -------------------     -------------------
  Deduct:
    Dividends declared:
      Preferred stock                                                        20,775                  22,359                  24,553
      Common stock                                                          221,500                 167,100                 167,600
    Capital stock expenses                                                      532                     809                   1,316
                                                                 -------------------     -------------------     -------------------
        Total                                                               242,807                 190,268                 193,469
                                                                 -------------------     -------------------     -------------------
Retained Earnings, December 31 (Note 7)                     $                72,150    $            113,420    $             89,849
                                                                 ===================     ===================     ===================

See Notes to Financial Statements.
</TABLE>
<PAGE>
                    LOUISIANA POWER & LIGHT COMPANY
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
<TABLE>
<CAPTION>
                              1995       1994         1993        1992         1991
                              ----       ----         ----        ----         ----
                                                  (In Thousands)
<S>                        <C>        <C>          <C>         <C>         <C>
       Operating revenues  $1,674,875  $1,710,415  $1,731,541   $1,553,745    $1,528,934
               Net income    $201,537    $213,839    $188,808     $182,989      $166,572
             Total assets  $4,331,523 $ 4,435,439  $4,463,998   $4,109,148    $4,131,751
Long-term obligations (1)  $1,528,542  $1,530,558  $1,611,436   $1,622,909    $1,582,606
</TABLE>

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

     See Notes 3 and 10 for the effect of accounting changes in 1993.

<TABLE>
<CAPTION>
                          1995        1994       1993       1992        1991
                          ----        ----       ----       ----        ----
                          (In Thousands)
   Electric Operating                                                           
            Revenues:
<S>                    <C>          <C>         <C>          <C>          <C>
   Residential        $   583,373 $  577,084 $   572,738 $   518,255 $   525,594
   Commercial             353,582    358,672     345,254     320,688     318,613
   Industrial             641,196    659,061     652,574     578,741     558,036
   Governmental            31,616     31,679      29,723      27,780      28,303
                        ---------  ---------   ---------   ---------   ---------
     Total retail       1,609,767  1,626,496   1,600,289   1,445,464   1,430,546
   Sales for resale                                                             
     Associated             1,178        352       4,849       5,454         182
     companies
     Non-associated        48,987     36,928      46,414      33,178      31,815
     companies
   Other                   14,943     46,639      79,989      69,649      66,391
                        ---------  ---------   ---------   ---------   ---------
     Total            $ 1,674,875 $1,710,415  $1,731,541  $1,553,745  $1,528,934
Billed Electric         =========  =========   =========   =========   =========
Energy
   Sales (Millions of KWh):
   Residential              7,855      7,449       7,368       6,996       7,182
   Commercial               4,786      4,631       4,435       4,307       4,367
   Industrial              16,971     16,561      15,914      15,013      14,832
   Governmental               439        423         398         385         405
                          -------    -------     -------     -------     -------
     Total retail          30,051     29,064      28,115      26,701      26,786
   Sales for resale                                                             
     Associated                44         10         112         204           6
companies
     Non-associated         1,293        776       1,213       1,101       1,195
companies
                          -------    -------     -------     -------     -------
     Total                 31,388     29,850      29,440      28,006      27,987
                          =======    =======     =======     =======     =======
</TABLE>


<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of
Mississippi Power & Light Company

      We  have  audited the accompanying balance sheets of  Mississippi
Power & Light Company as of December 31, 1995 and 1994, and the related
statements  of income, retained earnings and cash flows for  the  years
then  ended.  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.   The  financial
statements  of the Company for the year ended December 31,  1993,  were
audited  by  other  auditors, whose report, dated  February  11,  1994,
included an explanatory paragraph that described a change in the method
of  accounting  for revenues, which is discussed in  Note  1  to  these
financial statements.

      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, 1995 and 1994, and the results of its operations and
its  cash  flows for the years then ended in conformity with  generally
accepted accounting principles.


COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
February 14, 1996
                                   
<PAGE>
                     INDEPENDENT AUDITORS' REPORT




To the Shareholders and the Board of Directors of
 Mississippi Power & Light Company:

      We  have  audited the accompanying statements of income, retained
earnings,  and  cash flows of Mississippi Power & Light Company  (MP&L)
for  the year ended December 31, 1993.  These financial statements  are
the  responsibility  of MP&L's management.  Our  responsibility  is  to
express an opinion on these financial statements based on our audit.

      We  conducted  our  audit 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 audit provides a reasonable  basis
for our opinion.

      In  our opinion, such financial statements present fairly, in all
material respects, the results of MP&L's operations and its cash  flows
for  the  year  ended  December 31, 1993 in conformity  with  generally
accepted accounting principles.

      As  discussed in Note 1 to the financial statements, MP&L changed
its method of accounting for revenues in 1993.


DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 11, 1994
                                   
                                   
<PAGE>
                   MISSISSIPPI POWER & LIGHT COMPANY
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


Net Income

      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. Net income decreased  in
1994  due  primarily to the onetime recording in the first quarter  of
1993 of the cumulative effect of the change in accounting principle for
unbilled  revenues.  In addition, net income was reduced  by  the  rate
reduction in connection with the formula incentive-rate plan, partially
offset by a FERC settlement.

      Significant  factors  affecting the  results  of  operations  and
causing  variances between the years 1995 and 1994, and 1994 and  1993,
are  discussed  under  "Revenues and Sales,"  "Expenses,"  and  "Other"
below.

Revenues and Sales

      See  "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON,"  following
the  notes  to  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, 1995, are as follows:

                                                  Increase/
              Description                         (Decrease)
       ------------------------                  -------------
                                                 (In Millions)
                                           
Change in base revenues                               $(6.1)
Grand Gulf Rate Rider                                  (0.6)
Fuel cost recovery                                     12.8
Sales volume/weather                                   14.9
Other revenue (including unbilled)                      5.6
Sales for resale                                        3.4
                                                     ------
Total                                                 $30.0
                                                     ======

      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.  Operating revenues decreased  in
1994  due  to the impact of the rate reduction in connection  with  the
incentive-rate  plan  that went into effect in March  1994,  partially
offset  by higher energy sales. In addition to the factors cited  above
for  revenues, accrued unbilled revenues decreased due to a  change  in
the cycle billing dates offset by an increase in billed revenues.  This
decrease  was  partially offset by increased commercial and  industrial
retail sales.

Expenses

      Operating expenses increased in 1995 due primarily to an increase
in income tax expense partially offset by a decrease in other operation
and  maintenance expenses.  Operating expenses increased  in  1994  due
primarily to increased amortization of rate deferrals partially  offset
by lower fuel/purchased power and income tax expenses.

<PAGE>
                   MISSISSIPPI POWER & LIGHT COMPANY
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


      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. Income taxes decreased in 1994 due  primary  to
lower   pretax  income,  and  the  write-off  of  unamortized  deferred
investment tax credits in accordance with a FERC settlement.

      Other  operation and maintenance expense decreased  in  1995  due
primarily  to 1994 Merger-related costs allocated to MP&L  and  payroll
expenses.  No significant Merger-related costs were allocated  to  MP&L
during the current year.  Payroll expenses decreased as a result of the
restructuring  program  announced and  accrued  for  during  the  third
quarter of 1994.  The restructuring program included a reduction in the
number of MP&L employees during 1995. In addition, maintenance expenses
decreased at various power plants.

     Purchased power expense decreased in 1994 due primarily to changes
in   generation  availability  and  requirements  among  the  Operating
Companies and a lower per unit price for power purchased.

      The  amortization of rate deferrals increased in 1994  reflecting
the  fact  that MP&L, based on the Revised Plan, collected  more  Grand
Gulf 1-related costs from its customers in 1994 than in 1993.

Other

     Interest expense decreased in 1994 due primarily to the retirement
and refinancing of high-cost debt.

<PAGE>
          MISSISSIPPI POWER & LIGHT COMPANY
                STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                         For the Years Ended December 31,
                                                         -------------------- -  -------------------- -  --------------------
                                                                 1995                    1994                    1993
                                                         --------------------    --------------------    --------------------
                                                            (In Thousands)
<S>                                                  <C>                     <C>                     <C>
Operating Revenues                                    $              889,843  $              859,845  $              883,818
                                                         --------------------    --------------------    --------------------
Operating Expenses:
  Operation and maintenance:
    Fuel and fuel-related expenses                                   163,198                 164,428                 135,258
    Purchased power                                                  240,519                 235,019                 289,016
    Other operation and maintenance                                  144,183                 156,954                 156,405
  Depreciation and amortization                                       38,197                  36,592                  32,152
  Taxes other than income taxes                                       46,019                  43,963                  41,878
  Income taxes                                                        33,716                  16,651                  33,074
  Amortization of rate deferrals                                     107,339                 110,481                  70,715
                                                         --------------------    --------------------    --------------------
        Total                                                        773,171                 764,088                 758,498
                                                         --------------------    --------------------    --------------------
Operating Income                                                     116,672                  95,757                 125,320
                                                         --------------------    --------------------    --------------------
Other Income (Deductions):
  Allowance for equity funds used
   during construction                                                   950                   1,660                     928
  Miscellaneous - net                                                  3,036                  (1,117)                    948
  Income taxes - (debit)                                              (1,161)                  4,176                  (3,462)
                                                         --------------------    --------------------    --------------------
        Total                                                          2,825                   4,719                  (1,586)
                                                         --------------------    --------------------    --------------------
Interest Charges:
  Interest on long-term debt                                          46,998                  47,835                  53,558
  Other interest - net                                                 4,638                   4,929                   1,802
  Allowance for borrowed funds used
   during construction                                                  (806)                 (1,067)                   (663)
                                                         --------------------    --------------------    --------------------
        Total                                                         50,830                  51,697                  54,697
                                                         --------------------    --------------------    --------------------
Income before the Cumulative Effect
 of an Accounting Change                                              68,667                  48,779                  69,037

Cumulative Effect of an Accounting
 Change (net of income taxes)                                            -                       -                    32,706
                                                         --------------------    --------------------    --------------------
Net Income                                                            68,667                  48,779                 101,743

Preferred Stock Dividend Requirements
 and Other                                                             7,515                   7,624                   9,160
                                                         --------------------    --------------------    --------------------
Earnings Applicable to Common Stock                   $               61,152  $               41,155  $               92,583
                                                         ====================    ====================    ====================
See Notes to Financial Statements.
</TABLE>
<PAGE>
              MISSISSIPPI POWER & LIGHT COMPANY
                  STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                  For the Years Ended December 31,
                                                                  ----------------     ----------------     ----------------
                                                                        1995                 1994                 1993
                                                                  ----------------     ----------------     ----------------
                                                                   (In Thousands)
<S>                                                           <C>                  <C>                  <C>

Operating Activities:
  Net income                                                    $          68,667    $          48,779    $         101,743
  Noncash items included in net income:
    Cumulative effect of a change in accounting principle         -                    -                            (32,706)
    Change in rate deferrals                                              114,304              109,105               71,555
    Depreciation and amortization                                          38,197               36,592               32,152
    Deferred income taxes and investment tax credits                      (36,774)             (34,409)             (17,881)
    Allowance for equity funds used during construction                      (950)              (1,660)                (928)
  Changes in working capital:
    Receivables                                                            (5,277)              33,154              (11,814)
    Fuel inventory                                                         (1,901)               3,872               (1,327)
    Accounts payable                                                       15,553               (8,783)               5,055
    Taxes accrued                                                           7,818               (3,431)              (4,200)
    Interest accrued                                                        1,457               (2,794)                 780
    Other working capital accounts                                        (21,108)              13,480               (1,120)
  Other                                                                     4,957                1,209                8,073
                                                                  ----------------     ----------------     ----------------
    Net cash flow provided by operating activities                        184,943              195,114              149,382
                                                                  ----------------     ----------------     ----------------
Investing Activities:
  Construction expenditures                                               (79,146)            (121,386)             (66,404)
  Allowance for equity funds used during construction                         950                1,660                  928
                                                                  ----------------     ----------------     ----------------
    Net cash flow used in investing activities                            (78,196)            (119,726)             (65,476)
                                                                  ----------------     ----------------     ----------------
Financing Activities:
  Proceeds from the issuance of:
    General and refunding bonds                                            79,480               24,534              250,000
    Other long-term debt                                                        -               15,652                    -
  Retirement of:
    General and refunding bonds                                           (45,000)             (30,000)             (55,000)
    First mortgage bonds                                                  (20,000)             (18,000)            (204,501)
    Other long-term debt                                                     (965)             (16,045)                (230)
  Redemption of preferred stock                                           (15,000)             (15,000)             (16,500)
  Changes in short-term borrowings                                        (30,000)              18,432               11,568
  Dividends paid:
    Common stock                                                          (61,700)             (45,600)             (85,800)
    Preferred stock                                                        (6,215)              (7,762)              (9,452)
                                                                  ----------------     ----------------     ----------------
    Net cash flow used in financing activities                            (99,400)             (73,789)            (109,915)
                                                                  ----------------     ----------------     ----------------
Net increase (decrease) in cash and cash equivalents                        7,347                1,599              (26,009)

Cash and cash equivalents at beginning of period                            9,598                7,999               34,008
                                                                  ----------------     ----------------     ----------------
Cash and cash equivalents at end of period                      $          16,945    $           9,598    $           7,999
                                                                  ================     ================     ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                        $          48,617    $          52,737    $          52,459
    Income taxes                                                $          67,746    $          39,000    $          58,831

See Notes to Financial Statements.
</TABLE>
<PAGE>
                MISSISSIPPI POWER & LIGHT COMPANY
                          BALANCE SHEETS
                              ASSETS

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                            ------------              ------------
                                                                             1995                      1994
                                                                            ------------              ------------
                                                                        (In Thousands)
<S>                                                               <C>                     <C>
Utility Plant:
  Electric                                                        $            1,559,955  $              1,475,322
  Construction work in progress                                                   55,443                    67,119
                                                                            ------------              ------------
           Total                                                               1,615,398                 1,542,441

  Less - accumulated depreciation and amortization                               613,712                   582,514
                                                                            ------------              ------------
           Utility plant - net                                                 1,001,686                   959,927
                                                                            ------------              ------------
Other Property and Investments:
  Investment in subsidiary companies - at equity                                   5,531                     5,531
  Other                                                                            5,615                     5,624
                                                                            ------------              ------------
           Total                                                                  11,146                    11,155
                                                                            ------------              ------------
Current Assets:
  Cash and cash equivalents:
    Cash                                                                           2,574                     5,080
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                                       3,248                       276
        Other                                                                     11,123                     4,242
                                                                            ------------              ------------
           Total cash and cash equivalents                                        16,945                     9,598
  Accounts receivable:
    Customer (less allowance for doubtful accounts of
     $1.6 million in 1995 and $2.1 million in 1994)                               46,214                    43,846
    Associated companies                                                           1,134                     4,680
    Other                                                                          1,967                     2,789
    Accrued unbilled revenues                                                     47,150                    39,873
  Fuel inventory - at average cost                                                 6,681                     4,780
  Materials and supplies - at average cost                                        19,233                    20,642
  Rate deferrals                                                                 130,622                   114,921
  Prepayments and other                                                           11,536                    10,672
                                                                            ------------              ------------
           Total                                                                 281,482                   251,801
                                                                            ------------              ------------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                               247,072                   377,077
    Unamortized loss on reacquired debt                                           10,105                    10,488
    Other regulatory assets                                                       17,736                    18,811
    SFAS 109 regulatory asset - net                                                6,445                -
  Other                                                                            6,311                     8,569
                                                                            ------------              ------------
           Total                                                                 287,669                   414,945
                                                                            ------------              ------------
           TOTAL                                                  $            1,581,983  $              1,637,828
                                                                            ============              ============
See Notes to Financial Statements.
</TABLE>

                MISSISSIPPI POWER & LIGHT COMPANY
                          BALANCE SHEETS
                  CAPITALIZATION AND LIABILITIES

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                            ------------              ------------
                                                                             1995                      1994
                                                                            ------------              ------------
                                                                        (In Thousands)
<S>                                                               <C>                     <C>
Capitalization:
  Common stock, no par value, authorized
    15,000,000 shares; issued and outstanding
    8,666,357 shares in 1995 and 1994                             $              199,326  $                199,326
  Capital stock expense and other                                                   (218)                   (1,762)
  Retained earnings                                                              231,463                   232,011
                                                                            ------------              ------------
           Total common shareholder's equity                                     430,571                   429,575
  Preferred stock:
     Without sinking fund                                                         57,881                    57,881
     With sinking fund                                                            16,770                    31,770
  Long-term debt                                                                 494,404                   475,233
                                                                            ------------              ------------
           Total                                                                 999,626                   994,459
                                                                            ------------              ------------
Other Noncurrent Liabilities                                                      11,625                     9,536
                                                                            ------------              ------------
Current Liabilities:
  Currently maturing long-term debt                                               61,015                    65,965
  Notes payable                                                               -                             30,000
  Accounts payable:
    Associated companies                                                          24,391                     2,350
    Other                                                                         32,100                    38,588
  Customer deposits                                                               24,339                    22,793
  Taxes accrued                                                                   28,639                    20,821
  Accumulated deferred income taxes                                               54,090                    47,515
  Interest accrued                                                                21,834                    20,377
  Other                                                                            6,875                    30,318
                                                                            ------------              ------------
           Total                                                                 253,283                   278,727
                                                                            ------------              ------------
Deferred Credits:
  Accumulated deferred income taxes                                              278,581                   301,288
  Accumulated deferred investment tax credits                                     27,978                    29,528
  SFAS 109 regulatory liability - net                                         -                             13,099
  Other                                                                           10,890                    11,191
                                                                            ------------              ------------
           Total                                                                 317,449                   355,106
                                                                            ------------              ------------
Commitments and Contingencies (Notes 2 and 8)

           TOTAL                                                  $            1,581,983  $              1,637,828
                                                                            ============              ============
See Notes to Financial Statements.
</TABLE>
<PAGE>
             MISSISSIPPI POWER & LIGHT COMPANY
              STATEMENTS OF RETAINED EARNINGS

<TABLE>
<CAPTION>
                                                                 For the Years Ended December 31,
                                                                 -------------------------------------------------------------------
                                                                        1995                    1994                    1993
                                                                 -------------------     -------------------     -------------------
                                                                   (In Thousands)
<S>                                                         <C>                      <C>                     <C>
Retained Earnings, January 1                                $               232,011    $            236,337    $            230,201
  Add:
    Net income                                                               68,667                  48,779                 101,743
                                                                 -------------------     -------------------     -------------------
        Total                                                               300,678                 285,116                 331,944
                                                                 -------------------     -------------------     -------------------
  Deduct:
    Dividends declared:
      Preferred stock                                                         5,971                   7,404                   8,964
      Common stock                                                           61,700                  45,600                  85,800
    Preferred stock expenses                                                  1,544                     101                     843
                                                                 -------------------     -------------------     -------------------
        Total                                                                69,215                  53,105                  95,607
                                                                 -------------------     -------------------     -------------------
Retained Earnings, December 31 (Note 7)                     $               231,463    $            232,011    $            236,337
                                                                 ===================     ===================     ===================

See Notes to Financial Statements.
</TABLE>
<PAGE>
                   MISSISSIPPI POWER & LIGHT COMPANY
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                   
<TABLE>
<CAPTION>
                       1995         1994         1993         1992         1991
                       ----         ----         ----         ----         ----
                                            (In Thousands)
<S>                  <C>         <C>          <C>         <C>           <C>
Operating revenues     $889,843     $859,845     $883,818    $ 799,483     $762,338
Income before                                                                      
cumulative effect                                                                  
of a change in                                                                     
accounting                                                                         
principle               $68,667      $48,779      $69,037      $65,036      $63,088
Total assets         $1,581,983   $1,637,828   $1,681,992  $ 1,665,480   $1,692,382
Long-term              $511,613     $507,555     $563,612    $ 576,787     $576,599
obligations (1)
</TABLE>

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

     See  Notes  1, 3, and 9 for the effect of accounting  changes  in
     1993.

<TABLE>
<CAPTION>
                         1995      1994      1993      1992      1991
                         ----      ----      ----      ----      ----
                         (In Thousands)
   Electric Operating Revenues:
<S>                    <C>       <C>       <C>        <C>         <C>
   Residential        $ 336,194 $ 332,567 $ 341,620 $ 309,614 $ 306,675
   Commercial           262,786   257,154   251,285   236,191   229,073
   Industrial           178,466   184,637   182,060   169,977   161,494
   Governmental          27,410    27,495    28,530    26,377    25,567
                        -------   -------   -------   -------   -------
     Total retail       804,856   801,853   803,495   742,159   722,809
   Sales for resale                                                    
     Associated          35,928    37,747    34,640    17,988     9,781
     companies
     Non-associated      21,906    16,728    21,100    19,995    15,706
     companies
   Other                 27,153     3,517    24,583    19,341    14,042
                        -------   -------   -------   -------   -------
     Total            $ 889,843 $ 859,845 $ 883,818 $ 799,483 $ 762,338
                        =======   =======   =======   =======   =======
Billed Electric                                                        
Energy
   Sales (Millions of KWh):
   Residential            4,233     4,014     3,983     3,644     3,739
   Commercial             3,368     3,151     2,928     2,804     2,807
   Industrial             3,044     2,985     2,787     2,631     2,582
   Governmental             336       330       336       318       321
                        -------   -------   -------   -------    ------
     Total retail        10,981    10,480    10,034     9,397     9,449
   Sales for resale                                                    
     Associated                                                        
     companies              959     1,079       758       253       376
     Non-associated                                                    
     companies              692       512       670       937       656
                        -------   -------   -------   -------   -------
     Total               12,632    12,071    11,462    10,587    10,481
                        =======   =======   =======   =======   =======
</TABLE>


<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of
New Orleans Public Service Inc.

      We  have  audited the accompanying balance sheets of New  Orleans
Public  Service Inc. as of December 31, 1995 and 1994, and the  related
statements  of income, retained earnings and cash flows for  the  years
then  ended.  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.   The  financial
statements  of the Company for the year ended December 31,  1993,  were
audited  by  other  auditors, whose report, dated  February  11,  1994,
included an explanatory paragraph that described a change in the method
of  accounting  for revenues, which is discussed in  Note  1  to  these
financial statements.

      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, 1995 and 1994, and the results of its operations and
its  cash  flows for the years then ended in conformity with  generally
accepted accounting principles.


COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
February 14, 1996
<PAGE>

                     INDEPENDENT AUDITORS' REPORT




To the Shareholders and the Board of Directors of
 New Orleans Public Service Inc.

      We  have  audited the accompanying statements of income, retained
earnings, and cash flows of New Orleans Public Service Inc. (NOPSI) for
the  year ended December 31, 1993.  These financial statements are  the
responsibility of NOPSI's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

      We  conducted  our  audit 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 audit provides a reasonable  basis
for our opinion.

      In  our opinion, such financial statements present fairly, in all
material respects, the results of NOPSI's operations and its cash flows
for  the  year  ended  December 31, 1993 in conformity  with  generally
accepted accounting principles.

      As discussed in Note 1 to the financial statements, NOPSI changed
its method of accounting for revenues in 1993.



DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 11, 1994
                                   
                                   
<PAGE>
                    NEW ORLEANS PUBLIC SERVICE INC.
                                   
            MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
                                   
                         RESULTS OF OPERATIONS


Net Income

      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.  Net income decreased
in  1994 due to the effects of the 1994 NOPSI Settlement and the  one-
time  recording of the cumulative effect of the change  in  accounting
principle  for  unbilled revenues in 1993, partially offset  by  lower
operating  expenses.  See Note 2 for a discussion of  the  1994  NOPSI
Settlement.

      Significant  factors  affecting the results  of  operations  and
causing variances between the years 1995 and 1994, and 1994 and  1993,
are discussed under "Revenues and Sales" and "Expenses" below.

Revenues and Sales

     See "SELECTED FINANCIAL DATA-FIVE-YEAR COMPARISON," following the
notes  to  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, 1995, are as follows:

                                                      Increase/
                  Description                        (Decrease)
             --------------------                   -------------
                                                    (In Millions)
                                                
        Change in base revenues                          $12.2
        Fuel cost recovery                                (0.3)
        Sales volume/weather                              12.5
        Other revenue (including                           6.1
        unbilled)
        Sales for resale                                   3.5
                                                        ------
        Total                                            $34.0
                                                        ======

      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 is  primarily
due  to  weather effects on retail sales and an increase in sales  for
resale.   Electric operating revenues decreased in 1994 due  primarily
to  the  effects of the 1994 NOPSI Settlement as discussed in Note  2.
Electric energy sales increased slightly in 1994.

      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.
Gas operating revenues decreased slightly in 1994 as a result of lower
gas sales.

Expenses

     Operating expenses increased in 1995 due primarily to an increase
in  income  taxes  and the 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.  The decrease in payroll expenses is  the
result  of  the  1994  restructuring  and  the  related  decrease   in
employees.   Operating  expenses decreased in 1994  due  primarily  to
lower purchased power expenses and lower income tax expenses.

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


      Purchased  power  expenses decreased in 1994  due  primarily  to
changes   in  generation  availability  and  requirements  among   the
Operating Companies and lower costs.

      Gas purchased for resale decreased in 1995 due lower gas prices.
Gas purchased for resale decreased in 1994 due to decreased gas sales.

     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.  Income taxes decreased  in  1994  due
primarily  to  lower  pretax income, resulting  from  the  1994  NOPSI
Settlement, and the write-off of the unamortized balances of  deferred
investment tax credits pursuant to the FERC Settlement.

      The increases in the amortization of rate deferrals in 1995  and
1994  are  primarily a result of the collection of larger  amounts  of
previously  deferred  costs  under the 1991  NOPSI  Settlement,  which
allowed  NOPSI  to  record  an additional $90  million  of  previously
incurred Grand Gulf 1-related costs.
<PAGE>
           NEW ORLEANS PUBLIC SERVICE INC.
                STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                         For the Years Ended December 31,
                                                         -------------------- -  -------------------- -  --------------------
                                                                 1995                    1994                    1993
                                                         --------------------    --------------------    --------------------
                                                            (In Thousands)
<S>                                                  <C>                     <C>                     <C>
Operating Revenues:
  Electric                                            $              394,394  $              360,430  $              423,830
  Natural gas                                                         80,276                  87,357                  90,992
                                                         --------------------    --------------------    --------------------
        Total                                                        474,670                 447,787                 514,822
                                                         --------------------    --------------------    --------------------
Operating Expenses:
  Operation and maintenance:
    Fuel, fuel-related expenses
     and gas purchased for resale                                    102,314                 113,735                 112,451
    Purchased power                                                  145,920                 145,935                 165,963
    Other operation and maintenance                                   76,510                  80,656                  87,797
  Depreciation and amortization                                       19,420                  19,275                  17,284
  Taxes other than income taxes                                       27,805                  27,814                  26,643
  Income taxes                                                        19,836                   3,602                  24,232
  Rate deferrals:
    Rate deferrals                                                        -                      -                    (1,651)
    Amortization of rate deferrals                                    31,971                  27,009                  22,351
                                                         --------------------    --------------------    --------------------
        Total                                                        423,776                 418,026                 455,070
                                                         --------------------    --------------------    --------------------
Operating Income                                                      50,894                  29,761                  59,752
                                                         --------------------    --------------------    --------------------
Other Income (Deductions):
  Allowance for equity funds used
    during construction                                                  158                     331                     141
  Miscellaneous - net                                                  1,639                   2,141                  (1,055)
  Income taxes                                                          (631)                   (998)                 (1,115)
                                                         --------------------    --------------------    --------------------
        Total                                                          1,166                   1,474                  (2,029)
                                                         --------------------    --------------------    --------------------
Interest Charges:
  Interest on long-term debt                                          15,948                  17,092                  20,076
  Other interest - net                                                 1,853                   1,179                   1,016
  Allowance for borrowed funds used
    during construction                                                 (127)                   (247)                   (130)
                                                         --------------------    --------------------    --------------------
        Total                                                         17,674                  18,024                  20,962
                                                         --------------------    --------------------    --------------------
Income before the Cumulative Effect
 of an Accounting Change                                              34,386                  13,211                  36,761

Cumulative Effect of an Accounting
 Change (net of income taxes)                                             -                      -                    10,948
                                                         --------------------    --------------------    --------------------
Net Income                                                            34,386                  13,211                  47,709

Preferred Stock Dividend Requirements
  and Other                                                            1,411                   1,581                   1,768
                                                         --------------------    --------------------    --------------------
Earnings Applicable to Common Stock                   $               32,975  $               11,630  $               45,941
                                                         ====================    ====================    ====================
See Notes to Financial Statements.
</TABLE>
<PAGE>
               NEW ORLEANS PUBLIC SERVICE INC.
                  STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  For the Years Ended December 31,
                                                                  ----------------     ----------------     ----------------
                                                                        1995                 1994                 1993
                                                                  ----------------     ----------------     ----------------
                                                                   (In Thousands)
<S>                                                           <C>                  <C>                  <C>
Operating Activities:
  Net income                                                    $          34,386    $          13,211    $          47,709
  Noncash items included in net income:
    Cumulative effect of a change in accounting principle         -                                  -              (10,948)
    Change in rate deferrals                                               31,564               24,106               15,842
    Depreciation and amortization                                          19,420               19,275               17,284
    Deferred income taxes and investment tax credits                       (1,998)             (18,006)              (2,132)
    Allowance for equity funds used during construction                      (158)                (331)                (141)
  Changes in working capital:
    Receivables                                                            (5,468)              15,362               (6,725)
    Accounts payable                                                       12,566              (19,132)               1,169
    Taxes accrued                                                           3,225               (2,832)                 (82)
    Interest accrued                                                         (131)                (230)              (1,319)
    Income tax receivable                                                  20,172              (20,172)                   -
    Other working capital accounts                                         (4,803)              18,454                1,365
  Other                                                                    (9,500)               8,851                8,345
                                                                  ----------------     ----------------     ----------------
    Net cash flow provided by operating activities                         99,275               38,556               70,367
                                                                  ----------------     ----------------     ----------------
Investing Activities:
  Construction expenditures                                               (27,836)             (22,777)             (24,813)
  Allowance for equity funds used during construction                         158                  331                  141
                                                                  ----------------     ----------------     ----------------
    Net cash flow used in investing activities                            (27,678)             (22,446)             (24,672)
                                                                  ----------------     ----------------     ----------------
Financing Activities:
  Proceeds from the issuance of general
    and refunding bonds                                                    29,805                    -              100,000
  Retirement of:
    First mortgage bonds                                                        -                    -              (56,823)
    General and refunding bonds                                           (24,200)             (15,000)             (44,400)
  Redemption of preferred stock                                            (3,525)              (1,500)              (1,500)
  Dividends paid:
    Common stock                                                          (30,600)             (33,300)             (43,900)
    Preferred stock                                                        (1,362)              (1,596)              (1,825)
                                                                  ----------------     ----------------     ----------------
   Net cash flow used in financing activities                             (29,882)             (51,396)             (48,448)
                                                                  ----------------     ----------------     ----------------
Net increase (decrease) in cash and cash equivalents                       41,715              (35,286)              (2,753)

Cash and cash equivalents at beginning of period                            8,031               43,317               46,070
                                                                  ----------------     ----------------     ----------------
Cash and cash equivalents at end of period                      $          49,746    $           8,031    $          43,317
                                                                  ================     ================     ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                        $          17,187    $          17,707    $          21,953
    Income taxes (refund) - net                                 $            (941)   $          45,984    $          25,661

See Notes to Financial Statements.
</TABLE>
<PAGE>
                 NEW ORLEANS PUBLIC SERVICE INC.
                          BALANCE SHEETS
                              ASSETS

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                            ------------              ------------
                                                                             1995                      1994
                                                                            ------------              ------------
                                                                        (In Thousands)
<S>                                                               <C>                     <C>
Utility Plant:
  Electric                                                        $              483,581  $                470,560
  Natural gas                                                                    121,083                   119,508
  Construction work in progress                                                   17,525                     7,284
                                                                            ------------              ------------
           Total                                                                 622,189                   597,352

  Less - accumulated depreciation and amortization                               335,021                   319,576
                                                                            ------------              ------------
           Utility plant - net                                                   287,168                   277,776
                                                                            ------------              ------------
Other Property and Investments:
  Investment in subsidiary companies - at equity                                   3,259                     3,259
                                                                            ------------              ------------
Current Assets:
  Cash and cash equivalents:
    Cash                                                                           1,693                       849
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                                      10,860                     2,472
        Other                                                                     37,193                     4,710
                                                                            ------------              ------------
           Total cash and cash equivalents                                        49,746                     8,031
  Accounts receivable:
    Customer (less allowance for doubtful accounts
     of $0.5 in 1995 and $0.8 million in 1994)                                    29,168                    23,938
    Associated companies                                                             551                     3,503
    Other                                                                            843                       600
    Accrued unbilled revenues                                                     17,242                    14,295
  Deferred electric fuel and resale gas costs                                      2,647                       856
  Materials and supplies - at average cost                                         8,950                     9,676
  Rate deferrals                                                                  35,191                    31,544
  Income tax receivable                                                       -                             20,172
  Prepayments and other                                                            4,529                     5,636
                                                                            ------------              ------------
           Total                                                                 148,867                   118,251
                                                                            ------------              ------------
Deferred Debits and Other Assets:
  Regulatory assets:
    Rate deferrals                                                               137,916                   173,127
    SFAS 109 regulatory asset-net                                                  6,813                     8,792
    Unamortized loss on reacquired debt                                            1,932                     2,361
    Other regulatory assets                                                        9,204                     5,647
  Other                                                                            1,047                     3,681
                                                                            ------------              ------------
           Total                                                                 156,912                   193,608
                                                                            ------------              ------------
           TOTAL                                                  $              596,206  $                592,894
                                                                            ============              ============
See Notes to Financial Statements.
</TABLE>

                 NEW ORLEANS PUBLIC SERVICE INC.
                          BALANCE SHEETS
                  CAPITALIZATION AND LIABILITIES

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                            ------------              ------------
                                                                             1995                      1994
                                                                            ------------              ------------
                                                                        (In Thousands)
<S>                                                               <C>                     <C>
Capitalization:
  Common stock, $4 par value, authorized
    10,000,000 shares; issued and outstanding
    8,435,900 shares in 1995 and 1994                             $               33,744  $                 33,744
  Paid-in capital                                                                 36,306                    36,201
  Retained earnings subsequent to the elimination of
     the accumulated deficit on November 30, 1988                                 81,261                    78,886
                                                                            ------------              ------------
           Total common shareholder's equity                                     151,311                   148,831
  Preferred stock:
     Without sinking fund                                                         19,780                    19,780
     With sinking fund                                                        -                              3,450
  Long-term debt                                                                 155,958                   164,160
                                                                            ------------              ------------
           Total                                                                 327,049                   336,221
                                                                            ------------              ------------
Other Noncurrent Liabilities                                                      17,745                    19,063
                                                                            ------------              ------------
Current Liabilities:
  Currently maturing long-term debt                                               38,250                    24,200
  Accounts payable:
    Associated companies                                                          13,851                     6,456
    Other                                                                         24,674                    19,503
  Customer deposits                                                               18,214                    17,422
  Accumulated deferred income taxes                                                9,174                     4,925
  Taxes accrued                                                                    5,554                     2,329
  Interest accrued                                                                 5,111                     5,242
  Other                                                                           14,345                    19,982
                                                                            ------------              ------------
           Total                                                                 129,173                   100,059
                                                                            ------------              ------------
Deferred Credits:
  Accumulated deferred income taxes                                               81,654                    89,246
  Accumulated deferred investment tax credits                                      8,618                     9,251
  Other                                                                           31,967                    39,054
                                                                            ------------              ------------
           Total                                                                 122,239                   137,551
                                                                            ------------              ------------
Commitments and Contingencies (Notes 2 and 8)

           TOTAL                                                  $              596,206  $                592,894
                                                                            ============              ============
See Notes to Financial Statements.
</TABLE>
<PAGE>
              NEW ORLEANS PUBLIC SERVICE INC.
              STATEMENTS OF RETAINED EARNINGS

<TABLE>
<CAPTION>
                                                                 For the Years Ended December 31,
                                                                 -------------------------------------------------------------------
                                                                        1995                    1994                    1993
                                                                 -------------------     -------------------     -------------------
                                                                   (In Thousands)
<S>                                                         <C>                      <C>                     <C>
Retained Earnings, January 1                                $                78,886    $            100,556    $             98,560
  Add:
    Net income                                                               34,386                  13,211                  47,709
                                                                 -------------------     -------------------     -------------------
        Total                                                               113,272                 113,767                 146,269
                                                                 -------------------     -------------------     -------------------
  Deduct:
    Dividends declared:
      Preferred stock                                                         1,231                   1,536                   1,768
      Common stock                                                           30,600                  33,300                  43,900
    Capital stock expenses                                                      180                      45                      45
                                                                 -------------------     -------------------     -------------------
        Total                                                                32,011                  34,881                  45,713
                                                                 -------------------     -------------------     -------------------
Retained Earnings, December 31 (Note 7)                     $                81,261    $             78,886    $            100,556
                                                                 ===================     ===================     ===================

See Notes to Financial Statements.
</TABLE>

<PAGE>
                    NEW ORLEANS PUBLIC SERVICE INC.
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                   
                                   
<TABLE>
<CAPTION>
                           1995        1994       1993      1992      1991
                           ----        ----       ----      ----      ----
                                        (In Thousands)
<S>                  <C>         <C>         <C>       <C>       <C>
 Operating revenues    $474,670    $447,787   $514,822  $464,879  $476,165
      Income before     $34,386     $13,211    $36,761   $26,424  $ 74,699
  cumulative effect
     of a change in
         accounting
          principle
       Total assets    $596,206    $592,894   $647,605  $621,691 $ 685,217
          Long-term    $155,958    $167,610   $193,262  $165,917 $ 231,901
          obligations (1)                                                
</TABLE>

(1)  Includes  long-term debt (excluding currently maturing debt)  and
     preferred stock with sinking fund.

     See  Notes  1, 3, and 9 for the effect of accounting  changes  in
     1993.

<TABLE>
<CAPTION>
                         1995      1994      1993      1992      1991
                         ----      ----      ----      ----      ----
                         (In Thousands)
   Electric Operating                                                  
            Revenues:
<S>                    <C>       <C>       <C>        <C>         <C>
   Residential        $ 141,353 $ 142,013 $ 151,423 $ 137,668 $ 136,030
   Commercial           144,374   162,410   167,788   160,229   159,118
   Industrial            22,842    25,422    26,205    23,860    24,062
   Governmental          52,880    58,726    61,548    56,023    55,097
                        -------  --------  --------  --------   -------
     Total retail       361,449   388,571   406,964   377,780   374,307
   Sales for resale                                                    
     Associated           3,217     2,061     2,487     3,086     2,759
companies
     Non-associated       9,864     7,512     9,291     7,234     7,046
companies
   Other (1)             19,864  (37,714)     5,088     3,836    15,102
                        -------  --------  --------  --------   -------
     Total            $ 394,394 $ 360,430 $ 423,830 $ 391,936 $ 399,214
                        =======   =======   =======   =======   =======
Billed Electric                                                        
Energy
   Sales (Millions of KWh):
   Residential            2,049     1,896     1,914     1,806     1,844
   Commercial             2,079     2,031     1,989     1,977     2,023
   Industrial               537       518       499       457       487
   Governmental             983       951       924       888       887
                        -------  --------  --------  --------   -------
     Total retail         5,648     5,396     5,326     5,128     5,241
   Sales for resale                                                    
     Associated             149        92        89       155       145
companies
     Non-associated         297       202       262       250       273
companies
                        -------  --------  --------  --------   -------
     Total                6,094     5,690     5,677     5,533     5,659
                        =======   =======   =======   =======   =======
</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, 1995 and 1994,  and  the  related
statements  of income, retained earnings and cash flows for  the  years
then  ended.  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.   The  financial
statements  of the Company for the year ended December 31,  1993,  were
audited  by  other  auditors, whose report, dated  February  11,  1994,
expressed an unqualified opinion on these financial statements.

      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, 1995 and 1994, and the results of its operations and
its  cash  flows for the years then ended in conformity with  generally
accepted accounting principles.


COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
February 14, 1996
                                   
<PAGE>
                     INDEPENDENT AUDITORS' REPORT




To the Shareholders and the Board of Directors of
 System Energy Resources, Inc.

      We  have  audited the accompanying statements of income, retained
earnings,  and  cash  flows of System Energy  Resources,  Inc.  (System
Energy)  for  the  year  ended  December  31,  1993.   These  financial
statements  are the responsibility of System Energy's management.   Our
responsibility  is to express an opinion on these financial  statements
based on our audit.

      We  conducted  our  audit 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 audit provides a reasonable  basis
for our opinion.

      In  our opinion, such financial statements present fairly, in all
material  respects, the results of System Energy's operations  and  its
cash  flows  for  the year ended December 31, 1993 in  conformity  with
generally accepted accounting principles.



DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 11, 1994 (November 30, 1994 as to Note 2,
"Rate and Regulatory Matters - FERC Settlement")
                                   

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


Net Income

      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  for a discussion of the FERC Settlement.  This was  partially
offset  by  revenues being adversely impacted by  a  lower  return  on
System  Energy's decreasing investment in Grand Gulf 1.  These factors
also resulted in the decrease in 1994 net income.

      Significant  factors  affecting the results  of  operations  and
causing variances between the years 1995 and 1994, and 1994 and  1993,
are discussed under "Revenues" and "Expenses" below.

Revenues

      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.

      Operating revenues decreased in 1994 due primarily to the effect
of  the  FERC Settlement as discussed in "Net Income" above,  a  lower
return on System Energy's decreasing investment in Grand Gulf 1,   and
decreased  operation  and maintenance expenses.   See  Note  1  for  a
description of the components of System Energy's operating revenues.

Expenses

      Operating  expenses  increased in 1995 due primarily  to  higher
nuclear  refueling outage expenses, higher depreciation, amortization,
and  decommissioning,  and higher income taxes,  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 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.   Total  income
taxes increased in 1995 due primarily to higher pretax book income.

     Operating expenses decreased in 1994 due primarily to lower other
operation and maintenance expenses and lower income taxes.  The  lower
level of outages for 1994 increased fuel for electric generation,  but
was  partially  offset by less expensive nuclear  fuel  and  increased
operating  efficiency.   Nonfuel operation  and  maintenance  expenses
decreased  significantly  in 1994 due to  declines  in  contract  work
expenses,  employee  benefits, and materials  and  supplies  expenses.
Total  income  taxes decreased in 1994 due primarily to  lower  pretax
book income

     Interest charges decreased in both 1995 and 1994 due primarily to
the  retirement and refinancing of high-cost long-term debt  partially
offset by interest associated with the FERC Settlement refunds.
<PAGE>

            SYSTEM ENERGY RESOURCES, INC.
                STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                         For the Years Ended December 31,
                                                         -------------------- -  -------------------- -  --------------------
                                                                 1995                    1994                    1993
                                                         --------------------    --------------------    --------------------
                                                            (In Thousands)
<S>                                                  <C>                     <C>                     <C>
Operating Revenues                                    $              605,639  $              474,963  $              650,768
                                                         --------------------    --------------------    --------------------
Operating Expenses:
  Operation and maintenance:
    Fuel and fuel-related expenses                                    40,262                  48,107                  42,296
    Nuclear refueling outage expenses                                 24,935                     -                    27,933
    Other operation and maintenance                                   98,441                  96,504                 107,416
  Depreciation, amortization, and decommissioning                    100,747                  93,861                  90,920
  Taxes other than income taxes                                       27,549                  26,637                  26,589
  Income taxes                                                        77,410                  38,087                  83,412
                                                         --------------------    --------------------    --------------------
        Total                                                        369,344                 303,196                 378,566
                                                         --------------------    --------------------    --------------------
Operating Income                                                     236,295                 171,767                 272,202
                                                         --------------------    --------------------    --------------------
Other Income (Deductions):
  Allowance for equity funds used
   during construction                                                 1,878                   1,090                     772
  Miscellaneous - net                                                  2,492                   6,402                   6,518
  Income taxes                                                         1,917                   1,250                   4,859
                                                         --------------------    --------------------    --------------------
        Total                                                          6,287                   8,742                  12,149
                                                         --------------------    --------------------    --------------------
Interest Charges:
  Interest on long-term debt                                         143,020                 169,248                 189,338
  Other interest - net                                                 8,491                   7,257                   1,600
  Allowance for borrowed funds used
   during construction                                                (1,968)                 (1,403)                   (514)
                                                         --------------------    --------------------    --------------------
        Total                                                        149,543                 175,102                 190,424
                                                         --------------------    --------------------    --------------------
Net Income                                            $               93,039  $                5,407  $               93,927
                                                         ====================    ====================    ====================
See Notes to Financial Statements.
</TABLE>
<PAGE>
                SYSTEM ENERGY RESOURCES, INC.
                  STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  For the Years Ended December 31,
                                                                  ----------------     ----------------     ----------------
                                                                        1995                 1994                 1993
                                                                  ----------------     ----------------     ----------------
                                                                   (In Thousands)
<S>                                                           <C>                  <C>                  <C>
Operating Activities:
  Net income                                                    $          93,039    $           5,407    $          93,927
  Noncash items included in net income:
    Depreciation, amortization, and decommissioning                       100,747               93,861               90,920
    Deferred income taxes and investment tax credits                      (45,337)             (30,640)              15,832
    Allowance for equity funds used during construction                    (1,878)              (1,090)                (772)
  Changes in working capital:
    Receivables                                                           (66,433)              48,411                6,199
    Accounts payable                                                      (18,955)              35,469              (15,123)
    Taxes accrued                                                          37,266               14,430               (2,272)
    Interest accrued                                                       (4,053)              (8,133)              (1,631)
    Other working capital accounts                                        (21,874)              14,024                2,832
  Recoverable income taxes                                                      -               92,689              130,152
  Decommissioning trust contributions                                      (5,414)              (5,157)              (4,911)
  FERC Settlement - refund obligation                                      (3,540)              60,388                    -
  Provision for estimated losses and reserves                               3,167               (2,371)               1,377
  Other                                                                    29,725               19,699                1,526
                                                                  ----------------     ----------------     ----------------
    Net cash flow provided by operating activities                         96,460              336,987              318,056
                                                                  ----------------     ----------------     ----------------
Investing Activities:
  Construction expenditures                                               (21,747)             (20,766)             (23,083)
  Allowance for equity funds used during construction                       1,878                1,090                  772
  Nuclear fuel purchases                                                  (51,455)             (26,414)             (32,822)
  Proceeds from sale/leaseback of nuclear fuel                             52,188                    -               32,822
                                                                  ----------------     ----------------     ----------------
    Net cash flow used in investing activities                            (19,136)             (46,090)             (22,311)
                                                                  ----------------     ----------------     ----------------
Financing Activities:
  Proceeds from the issuance of:
     First mortgage bonds                                                       -               59,410               60,000
     Other long-term debt                                                  73,343                    -                    -
  Retirement of:
     First mortgage bonds                                                (105,000)            (260,000)            (108,308)
     Other long-term debt                                                 (45,320)                   -                    -
  Premium and expenses paid on refinancing sale/leaseback bonds                 -              (48,436)                   -
  Changes in short-term borrowings                                          2,990                    -                    -
  Common stock dividends paid                                             (92,800)            (148,300)            (233,100)
                                                                  ----------------     ----------------     ----------------
    Net cash flow used in financing activities                           (166,787)            (397,326)            (281,408)
                                                                  ----------------     ----------------     ----------------
Net increase (decrease) in cash and cash equivalents                      (89,463)            (106,429)              14,337

Cash and cash equivalents at beginning of period                           89,703              196,132              181,795
                                                                  ----------------     ----------------     ----------------
Cash and cash equivalents at end of period                      $             240    $          89,703    $         196,132
                                                                  ================     ================     ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                        $         147,492    $         176,503    $         186,786
    Income taxes (refund)                                       $          87,016    $         (39,586)   $         (65,992)
  Noncash investing and financing activities:
    Capital lease obligation incurred                                           -                    -    $          45,089
    Change in unrealized appreciation/depreciation of
      decommissioning trust assets                              $           3,061    $          (1,515)                   -

See Notes to Financial Statements.
</TABLE>
<PAGE>
                  SYSTEM ENERGY RESOURCES, INC.
                          BALANCE SHEETS
                              ASSETS

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                            ------------              ------------
                                                                             1995                      1994
                                                                            ------------              ------------
                                                                        (In Thousands)
<S>                                                               <C>                     <C>
Utility Plant:
  Electric                                                        $            2,977,303  $              2,939,384
  Electric plant under lease                                                     444,305                   439,378
  Construction work in progress                                                   35,946                    46,547
  Nuclear fuel under capital lease                                                71,374                    46,688
  Nuclear fuel                                                                -                             26,360
                                                                            ------------              ------------
           Total                                                               3,528,928                 3,498,357

  Less - accumulated depreciation and amortization                               861,752                   751,717
                                                                            ------------              ------------
           Utility plant - net                                                 2,667,176                 2,746,640
                                                                            ------------              ------------
Other Property and Investments:
  Decommissioning trust fund                                                      40,927                    30,359
                                                                            ------------              ------------
Current Assets:
  Cash and cash equivalents:
    Cash                                                                             240                -
    Temporary cash investments - at cost,
      which approximates market:
        Associated companies                                                  -                              5,489
        Other                                                                 -                             84,214
                                                                            ------------              ------------
           Total cash and cash equivalents                                           240                    89,703
  Accounts receivable:
    Associated companies                                                          72,458                     7,450
    Other                                                                          4,837                     3,412
  Materials and supplies - at average cost                                        67,661                    71,991
  Prepayments and other                                                           16,050                     5,429
                                                                            ------------              ------------
           Total                                                                 161,246                   177,985
                                                                            ------------              ------------
Deferred Debits and Other Assets:
  Regulatory assets:
    SFAS 109 regulatory asset-net                                                291,181                   389,264
    Unamortized loss on reacquired debt                                           52,702                    54,577
    Other regulatory assets                                                      203,731                   199,080
  Other                                                                           14,049                    15,454
                                                                            ------------              ------------
           Total                                                                 561,663                   658,375
                                                                            ------------              ------------
           TOTAL                                                  $            3,431,012  $              3,613,359
                                                                            ============              ============


See Notes to Financial Statements.
</TABLE>

                  SYSTEM ENERGY RESOURCES, INC.
                          BALANCE SHEETS
                  CAPITALIZATION AND LIABILITIES

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                            ------------              ------------
                                                                             1995                      1994
                                                                            ------------              ------------
                                                                        (In Thousands)
<S>                                                               <C>                     <C>
Capitalization:
  Common stock, no par value, authorized
    1,000,000 shares; issued and outstanding
    789,350 shares in 1995 and 1994                               $              789,350  $                789,350
  Paid-in capital                                                                      7                         7
  Retained earnings                                                               85,920                    85,681
                                                                            ------------              ------------
           Total common shareholder's equity                                     875,277                   875,038
  Long-term debt                                                               1,219,917                 1,438,305
                                                                            ------------              ------------
           Total                                                               2,095,194                 2,313,343
                                                                            ------------              ------------
Other Noncurrent Liabilities:
  Obligations under capital leases                                                44,107                    18,688
  Other                                                                           16,068                    14,342
                                                                            ------------              ------------
                                                                                  60,175                    33,030
                                                                            ------------              ------------

Current Liabilities:
  Currently maturing long-term debt                                              250,000                   105,000
  Notes payable-associated companies                                               2,990                -
  Accounts payable:
    Associated companies                                                          17,458                    32,272
    Other                                                                         19,063                    23,204
  Taxes accrued                                                                   72,648                    35,382
  Interest accrued                                                                36,743                    40,796
  Obligations under capital lease                                                 28,000                    28,000
  Other                                                                            4,211                    19,794
                                                                            ------------              ------------
           Total                                                                 431,113                   284,448
                                                                            ------------              ------------
Deferred Credits:
  Accumulated deferred income taxes                                              602,182                   746,502
  Accumulated deferred investment tax credits                                    107,119                   110,584
  FERC Settlement - refund obligation                                             56,848                    60,388
  Other                                                                           78,381                    65,064
                                                                            ------------              ------------
           Total                                                                 844,530                   982,538
                                                                            ------------              ------------
Commitments and Contingencies (Notes 2, 8, and 9)

           TOTAL                                                  $            3,431,012  $              3,613,359
                                                                            ============              ============
See Notes to Financial Statements.
</TABLE>
<PAGE>
               SYSTEM ENERGY RESOURCES, INC.
              STATEMENTS OF RETAINED EARNINGS

<TABLE>
<CAPTION>
                                                                 For the Years Ended December 31,
                                                                 -------------------------------------------------------------------
                                                                        1995                    1994                    1993
                                                                 -------------------     -------------------     -------------------
                                                                   (In Thousands)
<S>                                                         <C>                      <C>                     <C>
Retained Earnings, January 1                                $                85,681    $            228,574    $            367,747
  Add:
    Net income                                                               93,039                   5,407                  93,927
                                                                 -------------------     -------------------     -------------------
        Total                                                               178,720                 233,981                 461,674
                                                                 -------------------     -------------------     -------------------
  Deduct:
    Dividends declared                                                       92,800                 148,300                 233,100
                                                                 -------------------     -------------------     -------------------
Retained Earnings, December 31 (Note 7)                     $                85,920    $             85,681    $            228,574
                                                                 ===================     ===================     ===================

See Notes to Financial Statements.
</TABLE>
<PAGE>
                     SYSTEM ENERGY RESOURCES, INC.
                                   
            SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON
                                   
                                   
<TABLE>
<CAPTION>
                        1995         1994          1993         1992         1991
                        ----         ----          ----         ----         ----
                                   (Dollars in Thousands)                 
<S>                  <C>          <C>          <C>           <C>          <C>
Operating revenues      $605,639     $474,963      $650,768     $723,410    $ 686,664
Net income               $93,039       $5,407       $93,927     $130,141    $ 104,622
Total assets          $3,431,012   $3,613,359    $3,891,066   $3,672,441  $ 3,642,203
Long-term             $1,264,024   $1,456,993    $1,536,593   $1,768,299  $ 1,707,471
obligations (1)
Electric energy                                                                      
sales
  (Millions of KWh)        7,212        8,653         7,113        7,354        8,220
</TABLE>

(1)  Includes  long-term  debt  (excluding  current  maturities)   and
     noncurrent capital lease obligations.

      See  Note 2 for information with respect to refunds and  charges
resulting  from the FERC Settlement in 1994 and Note 3 for the  effect
of the accounting change for income taxes in 1993.

<PAGE>                 
                 ENTERGY CORPORATION AND SUBSIDIARIES
                                   
                     NOTES TO FINANCIAL STATEMENTS


NOTE   1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES   (Entergy
Corporation, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy)

      The  accompanying consolidated financial statements  include  the
accounts of Entergy Corporation and its direct subsidiaries: AP&L, GSU,
LP&L, MP&L, NOPSI, System Energy, Entergy Services, Entergy Operations,
Entergy Power, Entergy Enterprises, System Fuels, Entergy S.A., Entergy
Argentina  S.A.,  Entergy  Power Marketing Corporation,  Entergy  Power
Development   Corporation,  Entergy  Argentina  S.A.,   Ltd.,   Entergy
Transener S.A., Entergy Power Development International Holdings, Inc.,
and  Entergy  Power Development International Holdings.   A  number  of
these subsidiaries have additional subsidiaries.

      Because  the  acquisition of GSU was consummated on December  31,
1993,  under  the purchase method of accounting, GSU's operations  were
not  included  in the consolidated amounts for the year ended  December
31,  1993.   GSU  is  included  in all of  the  consolidated  financial
statements  for 1994 and 1995.  All references made to Entergy  or  the
System  as  of,  and  subsequent to, the Merger  closing  date  include
amounts  and information pertaining to GSU as an Entergy company.   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, 1995 and 1994, and
the reported amounts of revenues and expenses during fiscal years 1995,
1994,  and  1993.  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
1995 financial statements.

Revenues and Fuel Costs
-----------------------

       AP&L,   LP&L,  and  MP&L  generate,  transmit,  and   distribute
electricity (primarily to retail customers) in the States of  Arkansas,
Louisiana, and Mississippi, respectively. GSU 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.  NOPSI sells both electricity and  gas
to  retail  customers  in the city of New Orleans (except  for  Algiers
where LP&L is the electricity supplier).

      System  Energy's operating revenues recover operating  expenses,
depreciation,  and  capital costs attributable to Grand  Gulf  1  from
AP&L, LP&L, MP&L, and NOPSI.  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 AP&L's and LP&L'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  Operating  Companies accrue estimated  revenues  for  energy
delivered  since  the latest billings.  However, prior  to  January  1,
1993,  AP&L, GSU, MP&L, and NOPSI recognized electric and gas  revenues
when  billed.   To provide a better matching of revenues and  expenses,
effective January 1, 1993, AP&L, GSU, MP&L, and NOPSI adopted a  change
in  accounting  principle  to  provide for  the  accrual  of  estimated
unbilled  revenues.   The  cumulative effect (excluding  GSU)  of  this
accounting  change  as of January 1, 1993, increased  System  1993  net
income  by  $93.8  million (net of income taxes of $57.2  million),  or
$0.54 per share.  The impacts on the individual operating companies are
shown below:

                                       Net of Tax
               Total      Tax Effect
           ------------   ----------   ---------
                      (In Thousands)
                                                 
AP&L             $81,327      $31,140     $50,187
MP&L              52,162       19,456      32,706
NOPSI             17,540        6,592      10,948
           ------------   ----------   ---------
System          $151,029      $57,188     $93,841
           =============  ===========  ==========

      In  accordance  with a LPSC rate order, GSU recorded  a  deferred
credit  of  $16.6 million for the January 1, 1993, amount  of  unbilled
revenues.   See Note 2 regarding GSU's subsequent appeals of  the  LPSC
order regarding deferred unbilled revenues.

     The Operating Companies' rate schedules (except GSU's 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.  GSU's 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, 1995 (excluding owned and leased  nuclear
fuel  and  the plant acquisition adjustment related to the Merger),  is
shown below:

<TABLE>
<CAPTION>
                 Production    Transmission  Distribution   Other    Total
                 ----------    ------------  ------------   -----    -----
                              ( In Millions)
<S>             <C>          <C>             <C>            <C>     <C>
                                                                          
AP&L                 $1,203            $424          $867    $147   $2,641
GSU                   3,110             430           725     179    4,444
LP&L                  2,303             239           766      68    3,376
MP&L                    228             260           389      69      946
NOPSI                    22              20           145      18      205
System Energy         2,534              12             -      14    2,560
System                9,532           1,387         2,892     593   14,404
</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:

<TABLE>
<CAPTION>
                                                             System
            System   AP&L      GSU     LP&L   MP&L   NOPSI   Energy
            ------  ------   ------   ------ ------  ------  ------
<S>        <C>      <C>      <C>      <C>    <C>    <C>    <C>
   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%
   1993      3.0%    3.4%     2.7%     3.0%   2.4%    3.1%    2.9%
</TABLE>

      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,
1995, the subsidiaries' investment and accumulated depreciation in each
of these generating stations were as follows:

<TABLE>
<CAPTION>
<S>                          <C>      <C>         <C>         <C>         <C>

                                  Total                                   
  Generating             Fuel   Megawatt                            Accumulated
   Stations              Type  Capability   Ownership   Investment Depreciation
--------------          -----   ---------   ---------   ---------- -----------
                                    (In Thousands)
AP&L                                                                            
  Independence  Unit 1   Coal      836        31.50%   $117,526       $40,733
      Common Facilities  Coal                 15.75%     29,674         9,207
  White Bluff Units 1&2  Coal    1,660        57.00%    398,292       157,008
GSU                                                                             
  River Bend   Unit 1  Nuclear     936        70.00%  3,067,996       670,020
  Roy S. Nelson Unit 6   Coal      550        70.00%    390,036       155,997
  Big Cajun 2   Unit 3   Coal      540        42.00%    219,990        80,522
MP&L -    
  Independence Units 1&2 Coal    1,678        25.00%    221,512        75,482
      Common Facilities  Coal                             3,326            91
System Energy    
  Grand Gulf Unit 1    Nuclear   1,143        90.00%   3,409,317      861,752
                                                                     
Entergy Power-                                                               
  Independence Unit 2    Coal      842        31.50%    178,292        54,436
</TABLE>

Income Taxes
------------

      Entergy  Corporation  and its subsidiaries  file  a  consolidated
federal  income tax return.  Income taxes are allocated to  the  System
companies  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.  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.   As  discussed  in  Note 3, in  1993  Entergy  changed  its
accounting for income taxes to conform with SFAS 109, "Accounting for
Income Taxes."

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 GSU 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, 1995, the unamortized balance
of the acquisition adjustment was $472 million.  The System anticipates
that  its  future  net cash flows will be sufficient  to  recover  such
amortization.

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.

Continued Application of SFAS 71
--------------------------------

      As  a  result  of the EPAct, other Federal laws, and  actions  of
regulatory commissions, the electric utility industry is moving  toward
a  combination  of  competition and a modified regulatory  environment.
The  Operating  Companies'  and  System Energy's  financial  statements
currently reflect, for the most part, assets and costs based  on  cost-
based  ratemaking regulation, in accordance with SFAS  71,  "Accounting
for   the   Effects   of  Certain  Types  of  Regulation."    Continued
applicability of SFAS 71 to the System's financial statements  requires
that  rates set by an independent regulator on a cost-of-service  basis
(including  a  reasonable  rate  of return  on  invested  capital)  can
actually be charged to and collected from customers.

      In  the  event either 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 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 would be reported by elimination  from
the balance sheet of the effects of any actions of regulators  recorded
as regulatory assets and liabilities.

      As  of  December  31, 1995, and for the foreseeable  future,  the
System's  financial statements continue to follow  SFAS  71,  with  the
exceptions noted below.

SFAS 101
--------

      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  to  all  or  part  of  its
operations  should report that event in its financial statements.   GSU
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
Entergy's  deregulated  operations (before interest  charges)  for  the
years ended December 31, 1995, 1994, and 1993 are as follows:

<TABLE>
<CAPTION>
                                         1995       1994       1993
                                       -------     -------    -------
                                         (In Thousands)
<S>                                     <C>        <C>         <C>
Operating Revenues Operating Expenses    $141,171   $ 138,822   $141,399
    Fuel, operating, and maintenance      105,733     116,386    120,177
    Depreciation                           31,129      27,890     28,554
    Income taxes                           (2,914)       (249)    (4,411)
                                          -------     -------    -------
Total Operating Expenses                  133,948     144,027    144,320
                                          -------     -------    -------
Net Income (Loss) From Deregulated
Utility Operations                       $  7,223     $(5,205)   $(2,921)
                                         ========    ========   ========
</TABLE>

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.  These deferred costs will 
be required to be written off upon the adoption  of SFAS 121.

     Certain other assets and operations of the Operating Companies 
totaling approximately $1.7 billion (pre-tax)  could  be
affected  by SFAS 121 in the future.  Those assets include  AP&L's  and
LP&L's  retained  shares of Grand Gulf 1, GSU's  Louisiana  deregulated
asset plan, and its Texas jurisdiction abeyed portion of the River Bend
plant,  in  addition to the wholesale jurisdiction and steam department
operations of GSU.  As discussed above, GSU has previously discontinued
the  application of SFAS 71 for the Louisiana deregulated  asset  plan,
operations under the wholesale jurisdiction, and the steam department.

      Entergy periodically reviews these assets and operations in order
to  determine  if the carrying value of such assets will be  recovered.
Generally,  this determination 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 and AP&L)

      In December 1995, at the recommendation of FERC, AP&L changed its
method  of accounting for nuclear refueling outage costs.  The  change,
effective  January  1,  1995,  results in  AP&L  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 and 1993, assuming the
new method was applied retroactively to those years, would have been to
decrease  net income $3.2 million (net of income taxes of $2.1 million)
and $6.5 million (net of income taxes of $4.2 million), respectively, or
$.01 per share and $.04 per share, respectively.

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,  6,  and  8  for  additional
disclosure concerning fair value methodologies.


NOTE 2.   RATE AND REGULATORY MATTERS

Merger-Related Rate Agreements (Entergy Corporation, AP&L, GSU, LP&L,
------------------------------
MP&L, and NOPSI)

      In  November  1993, Entergy Corporation, AP&L,  MP&L,  and  NOPSI
entered into separate settlement agreements whereby the APSC, MPSC, and
Council  agreed  to  withdraw from the SEC proceeding  related  to  the
Merger.   In  return AP&L, MP&L, and NOPSI agreed, among other  things,
that  their retail ratepayers would be protected from (1) increases  in
the  cost  of capital resulting from risks associated with the  Merger,
(2) recovery of any portion of the acquisition premium or transactional
costs  associated  with the Merger, (3) certain direct  allocations  of
costs associated with GSU's River Bend nuclear unit, and (4) any losses
of  GSU resulting from resolution of litigation in connection with  its
ownership  of  River  Bend.  AP&L and MP&L 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  AP&L,  excess
capacity costs and costs related to the adoption of SFAS 106 that  were
previously  deferred.   MP&L 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 GSU that include the following elements: (1) a five-year
Rate  Cap on GSU's retail electric base rates in the respective states,
except for force majeure (defined to include, among other things,  war,
natural  catastrophes, and high inflation); (2) a provision for passing
through  to  retail customers the jurisdictional portion  of  the  fuel
savings created by the Merger; and (3) 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  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  future  regulatory
filings in November 1996, 1998, and 2001 to ensure that the ratepayers'
share  of  such  savings be reflected in rates on a timely  basis.   In
addition, the  plan requires Entergy Corporation to  hold  GSU's  Texas
retail customers harmless from the effects of the removal by FERC of  a
40%  cap  on the amount of fuel savings GSU may be required to transfer
to  other  Operating 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   GSU's  inclusion  in  the  System   Agreement.
Commitments  were  adopted  to provide reasonable  assurance  that  the
ratepayers of AP&L, LP&L, MP&L, and NOPSI will not be allocated  higher
costs  including,  among  other things, (1)  a  tracking  mechanism  to
protect  AP&L, LP&L, MP&L, and NOPSI from certain unexpected  increases
in  fuel  costs,  (2)  the  distribution of profits  from  power  sales
contracts  entered  into  prior to the Merger,  (3)  a  methodology  to
estimate  the  cost of capital in future FERC proceedings,  and  (4)  a
stipulation  that  AP&L, LP&L, MP&L, and NOPSI will be  insulated  from
certain direct effects on capacity equalization payments if GSU were to
acquire  Cajun's  30%  share in River Bend.  The  Operating  Companies'
regulatory authorities can elect to "opt out" of the fuel tracker,  but
are  not required to make such an election until FERC has approved  the
respective  Operating Company's compliance filing.  The  City  and  the
MPSC have made such an election.

River Bend (Entergy Corporation and GSU)
-----------

      In  May 1988, the PUCT granted GSU a permanent increase in annual
revenues of $59.9 million resulting from the inclusion in rate base  of
approximately $1.6 billion of company-wide River Bend plant  investment
and  approximately  $182 million of related Texas  retail  jurisdiction
deferred  River Bend costs (Allowed Deferrals).  In addition, the  PUCT
disallowed as imprudent $63.5 million of company-wide River Bend  plant
costs   and   placed  in  abeyance,  with  no  finding   of   prudence,
approximately $1.4 billion of company-wide River Bend plant  investment
and  approximately  $157 million of Texas retail jurisdiction  deferred
River  Bend operating and carrying costs.  The PUCT affirmed  that  the
rate treatment of such amounts would be subject to future demonstration
of  the  prudence of such costs.  GSU and intervening parties  appealed
this  order  (Rate Appeal) and GSU filed a separate rate  case  asking,
among  other  things, that the abeyed River Bend plant costs  be  found
prudent  (Separate Rate Case).  Intervening parties  filed  suit  in  a
Texas  district court to prohibit the Separate Rate Case and prevailed.
The   district  court's  decision  in  favor  of  the  intervenors  was
ultimately  appealed to the Texas Supreme Court, which  ruled  in  1990
that  the  prudence  of  the  purported  abeyed  costs  could  not   be
relitigated  in a separate rate proceeding.  The Texas Supreme  Court's
decision  stated that all issues relating to the merits of the original
PUCT  order,  including the prudence of all River  Bend-related  costs,
should be addressed in the Rate Appeal.

      In  October  1991, the Texas district court in  the  Rate  Appeal
issued an order holding that, while it was clear the PUCT made an error
in assuming it could set aside $1.4 billion of the total costs of River
Bend  and  consider them in a later proceeding, the PUCT, nevertheless,
found  that GSU had not met its burden of proof related to the  amounts
placed  in  abeyance.  The court also ruled that the Allowed  Deferrals
should not be included in rate base.  The court further stated that the
PUCT had erred in reducing GSU's deferred costs by $1.50 for each $1.00
of  revenue  collected under the interim rate increases  authorized  in
1987  and  1988.   The  court  remanded  the  case  to  the  PUCT  with
instructions as to the proper handling of the Allowed Deferrals.  GSU's
motion  for  rehearing was denied and, in December 1991, GSU  filed  an
appeal  of  the  October  1991 district court  order.   The  PUCT  also
appealed  the  October  1991  district court  order,  which  served  to
supersede  the  district court's judgment, rendering  it  unenforceable
under Texas law.

      In  August  1994, the Texas Third District Court of Appeals  (the
Appellate Court) affirmed the district court's decision that there  was
substantial evidence to support the PUCT's 1988 decision not to include
the  abeyed construction costs in GSU's rate base.  While acknowledging
that  the  PUCT  had exceeded its authority in attempting  to  defer  a
decision on the inclusion of those costs in rate base in order to allow
GSU a further opportunity to demonstrate the prudence of those costs in
a  subsequent  proceeding,  the Appellate  Court  found  that  GSU  had
suffered  no  harm  or lack of due process as a result  of  the  PUCT's
error.   Accordingly, the Appellate Court held that the  PUCT's  action
had  the  effect of disallowing the company-wide $1.4 billion of  River
Bend  construction costs for ratemaking purposes.  In its  August  1994
opinion,  the  Appellate Court also held that GSU's deferred  operating
and  maintenance  costs associated with the allowed  portion  of  River
Bend,  as well as GSU's deferred River Bend carrying costs included  in
the  Allowed Deferrals, should be included in rate base.  The Appellate
Court's August 1994 opinion affirmed the PUCT's original order in  this
case.

      The  Appellate  Court's August 1994 opinion was  entered  by  two
judges,  with a third judge dissenting.  The dissenting opinion  stated
that  the  result of the majority opinion was, among other  things,  to
deprive GSU of due process at the PUCT because the PUCT never reached a
finding on the $1.4 billion of construction costs.

      In  October  1994, the Appellate Court denied  GSU's  motion  for
rehearing  on the August 1994 opinion as to the $1.4 billion  in  River
Bend  construction costs and other matters.  GSU appealed the Appellate
Court's decision to the Texas Supreme Court.  On February 9, 1996,  the
Texas  Supreme  Court agreed to hear the appeal.   Oral  arguments  are
scheduled for March 19, 1996.

     As of December 31, 1995, the River Bend plant costs disallowed for
retail ratemaking purposes in Texas, the River Bend plant costs held in
abeyance, and the related operating and carrying cost deferrals totaled
(net  of  taxes) approximately $13 million, $276 million (both  net  of
depreciation), and $169 million, respectively.  Allowed Deferrals  were
approximately  $83  million,  net of  taxes  and  amortization,  as  of
December  31, 1995.  GSU estimates it has collected approximately  $182
million  of  revenues  as of December 31, 1995,  as  a  result  of  the
originally ordered rate treatment by the PUCT of these deferred  costs.
If  recovery  of  the Allowed Deferrals is not upheld, future  revenues
based upon those allowed deferrals could also be lost, and no assurance
can  be  given  as  to whether or not refunds to customers  of  revenue
received based upon such deferred costs will be required.

      No  assurance  can be given as to the timing or  outcome  of  the
remands  or  appeals described above.  Pending further developments  in
these cases, GSU has made no write-offs or reserves for the River Bend-
related costs.  See below for a discussion of the write-off of deferred
operating and carrying cost required under SFAS 121 in 1996.  Based  on
advice from Clark, Thomas & Winters, A Professional Corporation,  legal
counsel  of record in the Rate Appeal, management believes that  it  is
reasonably possible that the case will be remanded to the PUCT, and the
PUCT  will be allowed to rule on the prudence of the abeyed River  Bend
plant costs.  At this time, management and legal counsel are unable  to
predict  the  amount,  if any, of the abeyed and previously  disallowed
River  Bend plant costs that ultimately may be disallowed by the  PUCT.
A  net  of tax write-off as of December 31, 1995, of up to $289 million
could  be required based on an ultimate adverse ruling by the  PUCT  on
the abeyed and disallowed costs.

      In prior proceedings, the PUCT has held that the original cost of
nuclear  power  plants will be included in rates to  the  extent  those
costs  were prudently incurred.  Based upon the PUCT's prior decisions,
management  believes that River Bend construction costs were  prudently
incurred  and  that it is reasonably possible that it will  recover  in
rate base, or otherwise through means such as a deregulated asset plan,
all  or  substantially  all  of  the abeyed  River  Bend  plant  costs.
However, management also recognizes that it is reasonably possible that
not  all  of  the  abeyed  River Bend plant  costs  may  ultimately  be
recovered.

      As part of its direct case in the Separate Rate Case, GSU filed a
cost  reconciliation  study prepared by Sandlin Associates,  management
consultants  with  expertise  in the cost  analysis  of  nuclear  power
plants, which supports the reasonableness of the River Bend costs  held
in  abeyance  by  the PUCT.  This reconciliation study determined  that
approximately  82%  of the River Bend cost increase  above  the  amount
included  by the PUCT in rate base was a result of changes  in  federal
nuclear  safety  requirements,  and  provided  other  support  for  the
remainder of the abeyed amounts.

      There  have  been four other rate proceedings in Texas  involving
nuclear power plants.  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.

      The  following factors support management's position that a  loss
contingency  requiring accrual has not occurred, and  its  belief  that
all, or substantially all, of the abeyed plant costs will ultimately be
recovered:

     1. The  $1.4  billion of abeyed River Bend plant costs have  never
        been ruled imprudent and disallowed by the PUCT;
     2. Analysis by Sandlin Associates, which supports the prudence  of
        substantially all of the abeyed construction costs;
     3. Historical inclusion by the PUCT of prudent construction  costs
        in rate base; and
     4. The  analysis  of  GSU's  legal staff, which  has  considerable
        experience in Texas rate case litigation.
     
      Based  on  advice  from Clark, Thomas & Winters,  A  Professional
Corporation,  legal  counsel of record in the Rate  Appeal,  management
believes that it is reasonably possible that the Allowed Deferrals will
continue  to be recovered in rates, and that it is reasonably  possible
that  the  deferred costs related to the $1.4 billion of  abeyed  River
Bend plant costs will be recovered in rates to the extent that the $1.4
billion of abeyed River Bend plant is recovered.

      The  adoption of SFAS 121 became effective January 1, 1996.  SFAS
121 changes the standard for continued recognition of regulatory assets
and,  as  a  result GSU will be required to write-off $169 million  of  
rate deferrals in 1996.  The standard also describes circumstances
that  may  result  in assets being impaired and provides  criteria  for
recognition  and  measurement of asset  impairment.   See  Note  1  for
further information regarding SFAS 121.

Filings with the PUCT and Texas Cities  (Entergy Corporation and GSU)
--------------------------------------

      In  March  1994, the Texas Office of Public Utility  Counsel  and
certain  cities  served  by  GSU instituted  an  investigation  of  the
reasonableness of GSU's rates.  On March 20, 1995, the PUCT  ordered  a
$72.9 million annual base rate reduction for the period March 31, 1994,
through  September 1, 1994, decreasing to an annual base rate reduction
of  $52.9  million  after September 1, 1994.  In  accordance  with  the
Merger agreement, the rate reduction was applied retroactively to March
31, 1994.

      On May 26, 1995, the PUCT amended its previously issued March 20,
1995  rate order, 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 PUCT's May 26, 1995, amended order  no
longer  required GSU to pass such prospective tax benefits  onto  its
customers.   The  rate  refund, retroactive  to  March  31,  1994,  was
approximately  $61.8 million (including interest) and was  refunded  to
customers  in  September, October, and November 1995.   GSU  and  other
parties have appealed the PUCT order, but no assurance can be given  as
to the timing or outcome of the appeal.

Filings with the LPSC
---------------------
(Entergy Corporation and GSU)


      In May 1994, GSU 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  GSU,
effective January 1995.  GSU 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, GSU reduced rates by $4.4 million.  GSU  filed  an
appeal  of  the entire $12.7 million rate reduction with  the  District
Court,  which  denied the appeal in July 1995.  GSU  has  appealed  the
order  to  the  Louisiana  Supreme Court.  The  preliminary  injunction
relating to $8.3 million of the reduction will remain in effect  during
the appeal.

      On  May  31,  1995,  GSU  filed its second  required  post-Merger
earnings analysis with the LPSC.  Hearings on this review were held and
a decision is expected in mid-1996.

(Entergy Corporation and LP&L)

      In  August 1994, LP&L filed a performance-based formula rate plan
with  the LPSC.  The proposed formula rate plan would continue existing
LP&L rates at current levels, while providing  a financial incentive to
reduce  costs  and  maintain high levels of customer  satisfaction  and
system reliability.  The plan would allow LP&L the opportunity to  earn
a  higher  rate  of  return  if  it  improves  performance  over  time.
Conversely, if performance declines, the rate of return LP&L could earn
would be lowered.  This would provide a financial incentive for LP&L to
continuously  improve  in  all  three  performance  categories  (price,
customer satisfaction, and service reliability).

      On  June  2, 1995, as a result of the LPSC's earnings  review  of
LP&L's  performance-based formula rate plan, a $49.4 million  reduction
in  base  rates  was  ordered.  This included  $10.5  million  of  rate
reductions previously made through the fuel adjustment clause.  The net
effect  of  the LPSC order was to reduce rates by $38.9  million.   The
LPSC  approved  LP&L's proposed formula rate plan  with  the  following
modifications.   An  earnings band was established with  a  range  from
10.4% to 12% for return on equity.  If LP&L's earnings fall within  the
bandwidth, no adjustment in rates occurs.  However, if LP&L's  earnings
are  above  or  below the established earnings band,  prospective  rate
decreases  or  increases  will occur.  The  LPSC  also  reduced  LP&L's
authorized  rate of return from 12.76% to 11.2%.  The LPSC  rate  order
was retroactive to April 27, 1995.

      On  June  9, 1995, LP&L appealed the $49.4 million rate reduction
and filed a petition for injunctive relief from implementation of $14.7
million  of  the  reduction.  The $14.7 million  portion  of  the  rate
reduction represents revenue imputed to LP&L as a result of the  LPSC's
conclusion that LP&L charged unreasonably low rates to three industrial
customers.   Subsequently, a request for a $14.7 million rate  increase
was  filed  by LP&L.  On July 13, 1995, LP&L was granted a  preliminary
injunction by the District Court on $14.7 million of the rate reduction
pending  a  final  LPSC order.  Exclusive of the $14.7  million  stayed
under  the  preliminary injunction, the rate refund was retroactive  to
April  27, 1995, and amounted to approximately $8.2 million.  Customers
received the refunds in the months of September and October 1995.

      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.   Rate  refunds  subject  to  this  settlement   were
retroactive to 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.

LPSC Fuel Cost Review  (Entergy Corporation and GSU)
---------------------

      In  November 1993, the LPSC ordered a review of GSU's 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 GSU to refund approximately  $27
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,  GSU  appealed  the remaining $13.9 million of  the  LPSC-ordered
refund to the district court. GSU has made no reserve for the remaining
portion, pending outcome of the district court appeal, and no assurance
can be given as to the timing or outcome of the appeal.

     The LPSC is currently conducting the second phase of its review of
GSU's fuel costs for the period October 1991 through December 1994.  On
June  30,  1995,  the LPSC consultants filed testimony  recommending  a
disallowance  of  $38.7  million  of fuel  costs.   Hearings  began  in
December 1995 and are expected to be completed in early March 1996.

Deregulated Asset Plan  (Entergy Corporation and GSU)
----------------------

      A  deregulated  asset  plan representing an  unregulated  portion
(approximately  24%) of River Bend (plant costs, generation,  revenues,
and  expenses) was established pursuant to a January 1992  LPSC  order.
The  plan  allows  GSU  to  sell such generation  to  Louisiana  retail
customers  at  4.6 cents per KWh or off-system at higher  prices,  with
certain  sharing provisions for sharing such incremental revenue  above
4.6 cents per KWh between ratepayers and shareholders.

River Bend Cost Deferrals  (Entergy Corporation and GSU)
-------------------------

      GSU  deferred approximately $369 million of River Bend  operating
and purchased power costs, 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 are not being amortized pending the outcome of the Rate Appeal.
As  of  December 31, 1995, the unamortized balance of these  costs  was
$312  million.   GSU deferred approximately $400.4 million  of  similar
costs  pursuant to a 1986 LPSC accounting order, of which approximately
$83  million  were unamortized as of December 31, 1995, and  are  being
amortized over a 10-year period ending in 1998.

      In  accordance  with a phase-in plan approved by  the  LPSC,  GSU
deferred  $294  million of its River Bend costs related to  the  period
February  1988 through February 1991.  GSU has amortized  $172  million
through  December  31,  1995.  The remainder of $122  million  will  be
recovered over approximately 2.2 years.

Grand Gulf 1 and Waterford 3 Deferrals
--------------------------------------
(Entergy Corporation and AP&L)

      Under the settlement agreement entered into with the APSC in 1985
and  amended in 1988, AP&L agreed to retain a portion of its Grand Gulf
1-related costs, recover a portion of such costs currently, and defer a
portion  of  such  costs for future recovery.  In 1995  and  subsequent
years,  AP&L retains 22% of its 36% interest in Grand Gulf 1 costs  and
recovers the remaining 78%.  The deferrals ceased in l990, and AP&L  is
recovering a portion of the previously deferred costs each year through
l998.  As of December 31, l995, the balance of deferred costs was  $360
million.   AP&L  is  permitted  to  recover  on  a  current  basis  the
incremental costs of financing the unrecovered deferrals.  In the event
AP&L  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 AP&L's cost of energy
from its retained share.

(Entergy Corporation and LP&L)

      In  a series of LPSC orders, court decisions, and agreements from
late  1985  to mid-1988, LP&L was granted rate relief with  respect  to
costs  associated  with Waterford 3 and LP&L's share  of  capacity  and
energy  from  Grand  Gulf 1, subject to certain terms  and  conditions.
With  respect to Waterford 3, LP&L 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 over approximately
8.6  years  beginning in April 1988.  As of December 31,  1995,  LP&L's
unrecovered deferral balance was $26 million.

      With  respect to Grand Gulf 1, in November 1988, LP&L  agreed  to
retain  and  not recover from retail ratepayers, 18% of its  14%  share
(approximately 2.52%) of the costs of Grand Gulf 1 capacity and energy.
LP&L 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,  LP&L 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 MP&L)

      MP&L  entered  into a revised plan with the MPSC that  provides,
among  other  things,  for  the  recovery  by  MP&L,  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  MP&L
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 MP&L over a six-year period beginning  in  October
1992  and  ending  in  September 1998.  As of December  31,  1995,  the
uncollected  balance  of MP&L's deferred costs was  approximately  $378
million.   The  plan also allows for the current recovery  of  carrying
charges on all deferred amounts.

(Entergy Corporation and NOPSI)

      Under NOPSI's various Rate Settlements with the Council in  1986,
1988,  and 1991, NOPSI agreed to absorb and not recover from ratepayers
a  total  of  $96.2  million of its Grand  Gulf  1  costs.   NOPSI  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, 1995, the uncollected balance of NOPSI's  deferred
costs was $171 million.

February 1994 Ice Storm/Rate Rider (Entergy Corporation and MP&L)
----------------------------------
      In  early February 1994, an ice storm left more than 80,000  MP&L
customers  without electric power across the service area.   The  storm
was the most severe natural disaster ever to affect the System, causing
damage  to  transmission and distribution lines, equipment, poles,  and
facilities  in certain areas, primarily in Mississippi.   Repair  costs
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 MP&L 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, MP&L implemented an ice storm rate rider, which  increased
rates approximately $8 million for a period of five years beginning  on
September  29, 1994.  This stipulation also stated that at the  end  of
the  five-year  period,  the revenue requirement  associated  with  the
undepreciated  ice storm capitalized costs will be included  in  MP&L's
base  rates to the extent that this revenue requirement does not result
in MP&L's rate of return on rate base being above the benchmark rate of
return under MP&L's Formula Rate Plan.

      In  September 1995, the MPSC approved a second stipulation  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.

1994 NOPSI Settlement (Entergy Corporation and NOPSI)
---------------------
     In a settlement with the Council that was approved on December 29,
1994,  NOPSI agreed to reduce electric and gas rates and issue  credits
and refunds to customers.  Effective January 1, 1995, NOPSI implemented
a  $31.8 million permanent reduction in electric base rates and a  $3.1
million  permanent  reduction  in gas base  rates.   These  adjustments
resolved  issues  associated with NOPSI's return  on  equity  exceeding
13.76%  for  the  test year ended September 30, 1994.  Under  the  1991
NOPSI  Settlement,  NOPSI is recovering from its retail  customers  its
allocable share of certain costs related to Grand Gulf 1.  NOPSI's base
rates to recover those costs were derived from estimates of those costs
made  at  that  time.   Any overrecovery of costs  is  required  to  be
returned  to  customers.  Grand Gulf 1 has experienced lower  operating
costs than previously estimated, and NOPSI accordingly is reducing  its
base  rates  in  two steps to match more accurately the  current  costs
related to Grand Gulf 1.  On  January 1, 1995, NOPSI implemented a  $10
million  permanent  reduction in base electric  rates  to  reflect  the
reduced  costs  related  to  Grand Gulf 1, which  was  followed  by  an
additional  $4.4  million rate reduction on October  31,  1995.   These
Grand Gulf rate reductions, which are expected to be largely offset  by
lower  operating  costs,  may reduce NOPSI's after-tax  net  income  by
approximately $1.4 million per year beginning November  1,  1995.   The
Grand  Gulf  1 phase-in rate increase in the amount of $4.4 million  on
October 31, 1995, was not affected by the 1994 NOPSI Settlement.
     
      The  1994  NOPSI  Settlement also required NOPSI  to  credit  its
customers $25 million over a 21-month period beginning January 1, 1995,
in   order   to  resolve  disputes  with  the  Council  regarding   the
interpretation  of  the  1991  NOPSI  Settlement.   NOPSI  reduced  its
revenues by $25 million and recorded a $15.4 million net-of-tax reserve
associated  with the credit in the fourth quarter of  1994.   The  1994
NOPSI  Settlement further required NOPSI to refund, in  December  1994,
$13.3  million of credits previously scheduled to be made to  customers
during  the period January 1995 through July 1995.  These credits  were
associated  with  a  July 7, 1994, Council resolution  that  ordered  a
$24.95 million rate reduction based on NOPSI's overearnings during  the
test year  ended September 30, 1993.  Accordingly, NOPSI recorded an $8
million net-of-tax charge in the fourth quarter of 1994.

      The  1994  NOPSI Settlement also required NOPSI  to  refund  $9.3
million  of  overcollections associated with  Grand  Gulf  1  operating
costs,  and $10.5 million of refunds associated with the settlement  by
System  Energy  of a FERC tax audit.  The settlement of  the  FERC  tax
audit by System Energy required refunds to be passed on to NOPSI and to
other  Entergy  subsidiaries and then on to customers.   These  refunds
have no effect on current period net income.

      Pursuant to the 1994 NOPSI Settlement, NOPSI is required to  make
earnings filings with the Council for the 1995 and 1996 rate years.   A
review of NOPSI's earnings for the test year ending September 30, 1995,
will  require NOPSI to credit customers $6.2 million over  a  12-month
period  beginning March 11, 1996.  Hearings with the Council as to  the
reasonableness and prudence of NOPSI's deferred Least Cost  Intergrated
Resource Planning expenses for cost recovery purposes are scheduled for
April 1996.

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.  On December 12, 1995, System  Energy
implemented a $65.5 million rate increase, subject to refund.  Hearings
on System Energy's request  began in January 1996 and were completed in
February 1996.  The ALJ's initial decision is expected in 1996.

(MP&L)

      MP&L's  allocation of the proposed System Energy  wholesale  rate
increase  is  $21.6 million.  In July 1995, MP&L 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.

(NOPSI)

      NOPSI's  allocation of the proposed System Energy wholesale  rate
increase  is $11.1 million.  In February 1996, NOPSI filed a plan  with
the City to defer 50% of the amount of the System Energy rate increase.
The  deferral  began with the February 1996 bill to NOPSI  from  System
Energy 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 AP&L, LP&L, MP&L, and  NOPSI,  each  of
which  in turn has made refunds or credits to its customers  (except
for those portions attributable to AP&L's and LP&L's retained share  of
Grand  Gulf 1 costs).  Additionally, System Energy will refund a  total
of  approximately $62 million, plus interest, to AP&L, LP&L, MP&L,  and
NOPSI  over the period through June 2004.  The settlement also required
the  write-off  of  certain related unamortized  balances  of  deferred
investment  tax credits by AP&L, LP&L, MP&L, and NOPSI.  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 AP&L; $31.5 million for LP&L; $6 million
for  MP&L; and $1.7 million for NOPSI). 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 10 years.

FERC Return on Equity Case
--------------------------
      In August 1992, FERC instituted an investigation of the return on
equity (ROE) component of all formula wholesale rates for System Energy
as  well  as  AP&L, LP&L, MP&L, and NOPSI.  Rates under the Unit  Power
Sales Agreement are based on System Energy's cost of service, including
a return on common equity which had been set at 13%.

      In  August  1993, Entergy and the state regulatory agencies  that
intervened   in   the  proceeding  reached  an  agreement   (Settlement
Agreement)  in  this  matter.   The  Settlement  Agreement,  which  was
approved  by FERC on October 25, 1993, provides that an 11.0% ROE  will
be  included in the formula rates under the Unit Power Sales Agreement.
System  Energy's refunds payable to AP&L, LP&L, MP&L, and NOPSI,  which
were  due  prospectively from November 3, 1992,  were  reflected  as  a
credit  to their bills in October 1993.  These refunds decreased System
Energy's  1993  revenues and net income by approximately $29.4  million
and  $18.2  million,  respectively.  The  Unit  Power  Sales  Agreement
formula  rate, including the 11.0% ROE component, currently remains  in
effect.   However, in December 1995, System Energy implemented  a  rate
increase  subject  to  refund, which included an  increased  return  on
common  equity.  Refer to above for a discussion of the proposed System
Energy rate increase.

NOTE 3.   INCOME TAXES

Entergy Corporation
-------------------
       Entergy  Corporation's  income  tax  expense  consists  of   the
following:

<TABLE>
<CAPTION>
                                    For the Years Ended December 31,
                                    --------------------------------
                                     1995           1994         1993
                                     ----           ----         ----
                                             (In Thousands)
<S>                               <C>            <C>            <C>
Current:                                                                
  Federal                           $306,910      $227,046     $236,513
  State                               60,278        50,300       30,618
                                  ----------    ----------    ----------
    Total                            367,188       277,346      267,131
Deferred -- net                       13,333       (54,429)     118,656
Investment tax credit                (21,478)      (24,739)     (43,796)
adjustments--net
           Investment tax credit            -      (66,454)            -
  amortization - FERC Settlement
                                  ----------    ----------    ----------
  Recorded income tax expense       $359,043      $131,724     $341,991
                                  ==========    ==========    ==========
                                                                       
Charged to operations               $349,528      $131,965     $251,163
Charged (credited) to other          (13,346)         (241)      33,640
income
Charged to cumulative effect          22,861             -       57,188
                                  ----------    ----------    ----------
    Total income taxes              $359,043      $131,724     $341,991
                                  ==========    ==========    ==========
</TABLE>

      Entergy Corporation's 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 are:

<TABLE>
<CAPTION>
<S>                          <C>         <C>         <C>           <C>          <C>           <C>


                                                      For the Years Ended December 31,
                                                      --------------------------------
                                       1995                        1994                   1993
                                       ----                        ----                   ----
                                               % of                      % of                  % of
                                             Pre-tax                    Pre-tax              Pre-tax
                                 Amount       Income       Amount       Income       Amount      Income
                                -------      -------      --------      -------     -------      -------
                                                     (Dollars in Thousands)             
Computed at statutory rate     $334,944         35.0      $194,448        35.0       $332,555     35.0
Increases (reductions) in tax                 
resulting from:
  Amortization of excess        (5,516)         (0.5)       (5,845)       (1.1)        (7,063)    (0.7)
deferred income taxes
  State income taxes net of                                                                              
federal income                             
    tax effect                  42,599          4.5         13,766         2.5         30,160      3.2
  Amortization of investment   (20,549)        (2.1)       (27,337)       (4.9)       (25,911)    (2.7)
tax credits
  Amortization of investment                                                                        
tax credits -
    FERC Settlement                  -           -         (66,454)      (12.0)            -        - 
  Depreciation                   1,670          0.1          9,995         1.8          5,925      0.6
  SFAS 109 adjustment                -           -               -          -           9,547      1.0
  Other--net                     5,895          0.5         13,151         2.4         (3,222)    (0.4)
                               --------      -------       --------      -------     --------   -------
                                                                                           
     Total income taxes        $359,043         37.5       $131,724        23.7      $341,991     36.0
                               ========      =======       ========      =======     ========   =======
                                                                                            
</TABLE>

      Significant components of Entergy Corporation's net deferred  tax
liabilities as of December 31, 1995 and 1994, are as follows:

<TABLE>
<CAPTION>
                                                  1995            1994
                                                  ----            ----
                                             (In Thousands)
<S>                                          <C>              <C>
Deferred Tax Liabilities:                                                  
-------------------------                                                  
  Net regulatory assets/(liabilities)          $(1,494,000)    $(1,645,119)
  Plant related basis differences               (3,071,519)     (3,092,889)
  Rate deferrals                                  (467,691)       (617,699)
  Other                                           (117,510)       (181,743)
                                             --------------  --------------
    Total                                      $(5,150,720)    $(5,537,450)
                                             ==============  ==============
Deferred Tax Assets:                                                       
--------------------                                                       
  Sale and leaseback                                225,620         247,842
  Accumulated deferred investment tax credit        214,505         227,473
  NOL carryforwards                                 151,141         251,000
  Investment tax credit carryforwards               167,713         255,394
    Valuation allowance                            (44,597)        (64,407)
  Other                                             585,847         664,697
                                             --------------  --------------
    Total                                        $1,300,229      $1,581,999
                                             ==============  ==============
                                                                           
    Net deferred tax liability                 $(3,850,491)    $(3,955,451)
                                             ==============  ==============
</TABLE>

Arkansas Power & Light Company
------------------------------

     AP&L's income tax expense consists of the following:

<TABLE>
<CAPTION>
                                      For the Years Ended December 31,
                                     --------------------------------
                                       1995          1994          1993
                                       ----          ----          ----
                                              (In Thousands)
<S>                                 <C>          <C>           <C>
Current:                                                                  
  Federal                             $87,937       $64,238        $47,326
  State                                18,027        19,062         10,836
                                    ---------     ---------      ---------
    Total                             105,964        83,300         58,162
Deferred -- net                        (5,363)      (17,939)        34,748
Investment tax credit adjustments-     (5,658)       (8,814)       (10,573)
-net
Investment tax credit amortization           -      (27,327)             -
                 - FERC Settlement
                                    ---------     ---------      ---------
  Recorded income tax expense         $94,943       $29,220        $82,337
                                    =========     =========      =========
                                                                          
Charged to operations                 $53,936        $9,938        $18,746
Charged (credited) to other income     18,146        19,282         32,451
Charged to cumulative effect           22,861             -         31,140
                                    ---------     ---------      ---------
    Total income taxes                $94,943       $29,220        $82,337
                                    =========     =========      =========
</TABLE>

      AP&L's  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 are:

<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>       <C>       <C>     <C>

                                             For the Years Ended December 31,
                                             --------------------------------
                                       1995               1994                1993
                                       ----               ----                ----
                                             % of               % of               % of
                                          Pre-tax             Pre-tax           Pre-tax
                                 Amount    Income   Amount    Income   Amount    Income
                                --------  --------  ------    -------  ------   -------
                                                   (Dollars in Thousands)
Computed at statutory rate       $93,458    35.0    $60,017     35.0    $100,673    35.0
                                                                               
Increases (reductions) in tax                                                           
resulting from:
  State income taxes net of                                                             
federal income
    tax effect                   11,551      4.3      7,821      4.6      12,119     4.2
  Amortization of investment     (5,658)    (2.1)   (10,220)    (6.0)    (11,702)   (4.1)
tax credits
  Investment tax credit                                                                 
amortization -
   FERC settlement                    -       -     (27,327)   (15.9)          -      -
  Depreciation                   (1,510)    (0.6)      (921)    (0.5)     (3,156)   (1.1)
  Reversal of prior year              -       -           -       -       (3,771)   (1.3)
contingency
  Flow-through/permanent         (3,259)    (1.2)      (208)    (0.1)     (7,669)   (2.7)
differences
  Other--net                        361      0.1         58       -       (4,157)   (1.4)
                               --------    ------   -------  -------     -------   -----
     Total income taxes         $94,943     35.5    $29,220     17.1     $82,337    28.6
                               ========    ======   =======  =======     =======   =====

</TABLE>


Significant  components of AP&L's net deferred tax  liabilities  as  of
December 31, 1995 and 1994,are as follows:

<TABLE>
<CAPTION>
                                      1995          1994
                                      ----          ----
                                        (In Thousands)
<S>                              <C>             <C>
Deferred Tax Liabilities:                                    
-------------------------                                    
  Net regulatory                    $(264,166)     $(273,574)
assets/(liabilities)
  Plant related basis                (480,465)      (465,787)
differences
  Rate deferrals                     (131,261)      (183,700)
  Bond reacquisition costs            (23,022)       (22,496)
  Decontamination and                 (15,942)       (17,104)
decommissioning fund
  Other                               (30,511)       (20,317)
                                 -------------  -------------
    Total                           $(945,367)     $(982,978)
                                 =============  =============
                                                             
Deferred Tax Assets:                                         
--------------------                                         
  Accumulated deferred                  44,260         46,506
investment tax credit
  Provision-FASB 5 contingencies         7,250          9,214
  Alternative minimum tax credit             -          3,536
  Other                                 21,394         39,121
                                 -------------  -------------
    Total                              $72,904        $98,377
                                 =============  =============
    Net deferred tax liability      $(872,463)     $(884,601)
                                 =============  =============
</TABLE>

Gulf States Utilities Company
-----------------------------

     GSU's income tax expense consists of the following:

<TABLE>
<CAPTION>
                                   For the Years Ended December 31,
                                  ---------------------------------
                                  1995          1994           1993
                                  ----          ----           ----
                                           (In Thousands)
<S>                         <C>           <C>            <C>
Current:                                                           
  Federal                          $13           $71        $16,714
  State                              -            14              -
                             ---------     ---------      ---------
    Total                           13            85         16,714
Deferred -- net                 67,703       (57,911)        46,477
Investment tax credit           (4,472)       (4,260)         1,093
adjustments--net
                             ---------     ---------      ---------
  Recorded income tax          $63,244      $(62,086)       $64,284
expense
                             =========     =========      =========
                                                                   
Charged to operations          $57,235       $(6,448)       $46,007
Charged (credited) to other      6,009       (55,638)        12,009
income
Charged to extraordinary             -             -           (671)
items
Charged to cumulative                -             -          6,939
effect
                             ---------     ---------      ---------
    Total income taxes         $63,244      $(62,086)       $64,284
                             =========     =========      =========
</TABLE>

      GSU's  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 are:

<TABLE>
<CAPTION>
<S>                           <C>        <C>      <C>        <C>       <C>        <C>

                                               For the Years Ended December 31,
                                               --------------------------------
                                       1995              1994                 1993
                                       ----              ----                 ----
                                             % of                % of                % of
                                          Pre-tax              Pre-tax            Pre-tax
                                Amount     Income   Amount     Income    Amount    Income
                                -------   --------  -------   --------   -------   ------
                                                   (Dollars in Thousands)
Computed at statutory rate     $65,157     35.0    ($50,694)   (35.0)    $50,101    35.0
Increases (reductions) in tax                                                            
resulting from:
  State income taxes net of                                                              
federal income
    tax effect                   8,375      4.5      (6,571)    (4.5)      1,332     0.9
  Rate deferrals - net           6,240      3.4       6,551      4.5       6,193     4.3
  Depreciation                 (13,073)    (7.0)     (8,188)    (5.7)    (11,343)   (7.9)
  Impact of change in tax            -       -            -       -        5,179     3.6
rate
  Book expenses not deducted         -       -          151      0.1      15,134    10.6
for tax
  Amortization of investment    (4,475)    (2.4)     (4,472)    (3.1)     (4,435)   (3.1)
tax credits
  Other--net                     1,020      0.5       1,137      0.8       2,123     1.5
                               -------  -------    --------    ------   --------   -----
     Total income taxes        $63,244     34.0    ($62,086)   (42.9)    $64,284    44.9
                               =======  =======    ========    ======   ========   =====
</TABLE>

     Significant components of GSU's net deferred tax liabilities as of
December 31, 1995 and 1994, are as follows:

<TABLE>
<CAPTION>
                                         1995              1994
                                         ----              ----
                                            (In Thousands)
<S>                                <C>                <C>
Deferred Tax Liabilities:                                            
-------------------------                                            
  Net regulatory                         $(512,281)        $(494,443)
assets/(liabilities)
  Plant related basis differences       (1,060,241)       (1,065,053)
  Rate deferrals                          (104,695)         (132,213)
  Other                                     (1,814)          (23,163)
                                   ----------------  ----------------
    Total                              $(1,679,031)      $(1,714,872)
                                   ================  ================
                                                                     
Deferred Tax Assets:                                                 
--------------------                                                 
  Net operating loss carryforwards        $151,141          $251,000
  Investment tax credit                    167,713           173,852
carryforward
  Valuation allowance - investment         (44,597)          (64,407)
tax credit carryforward
  Accumulated deferred investment           58,653            69,269
tax credit
  Alternative minimum tax credit            39,709            39,743
  Other                                    172,733           194,476
                                   ----------------  ----------------
    Total                                 $545,352          $663,933
                                   ================  ================
                                                                     
    Net deferred tax liability         $(1,133,679)      $(1,050,939)
                                   ================  ================
</TABLE>
     
Louisiana Power & Light Company
-------------------------------

     LP&L's income tax expense consists of the following:
<TABLE>
<CAPTION>
                                       For the Years Ended December 31,
                                      --------------------------------
                                       1995        1994        1993
                                       ----        ----        ----
                                              (In Thousands)
<S>                               <C>           <C>          <C>
Current:                                                             
  Federal                             $93,670      $68,891     $62,037
  State                                20,994       10,369       8,514
                                     --------     --------     -------
    Total                             114,664       79,260      70,551
Deferred -- net                         8,148       21,580      43,017
Investment tax credit adjustments-     (5,698)      (6,048)     (2,755)
-net
Investment tax credit amortization          -      (31,504)          -
                 - FERC settlement
                                     --------     --------     -------
  Recorded income tax expense        $117,114      $63,288    $110,813
                                     ========     ========     =======
                                                                      
Charged to operations                $116,486      $63,751    $108,568
Charged (credited) to other income        628         (463)      2,245
                                    ---------     --------    --------
    Total income taxes               $117,114      $63,288    $110,813
                                    =========     ========    ========
</TABLE>

      LP&L's  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 are:
<TABLE>
<CAPTION>
<S>                           <C>        <C>         <C>        <C>      <C>        <C>

                                             For the Years Ended December 31,
                                             --------------------------------
                                       1995                 1994                1993
                                       ----                 ----                ----
                                            % of                   % of                % of
                                          Pre-tax                Pre-tax             Pre-tax
                                Amount     Income     Amount      Income   Amount     Income
                                ------     ------     -------     ------   ------     ------
                                                (Dollars in Thousands)
Computed at statutory rate      $111,528      35.0      $96,994     35.0   $104,867    35.0
Increases (reductions) in tax                                                            
resulting from:
  State income taxes net of                                                              
federal income
    tax effect                   11,532        3.6        5,147      1.9      6,727      2.2
  Depreciation                    2,693        0.8        3,219      1.2      2,550      0.9
  Impact of change in tax        (2,626)      (0.8)      (2,749)    (1.0)    (2,767)    (0.9)
rate
  Amortization of investment     (5,711)      (1.8)      (6,305)    (2.3)    (6,876)    (2.3)
tax credits
  Amortization of investment                                                             
tax credits -
   FERC settlement                    -         -       (31,504)    (11.3)        -       - 
  SFAS 109 adjustment                 -         -             -        -       4,193     1.4
  Other--net                       (302)      (0.1)      (1,514)     (0.6)     2,119     0.7
                               ---------   -------     ---------  -------- ---------   -----
     Total income taxes         $117,114      36.7       $63,288     22.9   $110,813    37.0
                               =========   =======     =========  ======== =========   =====
</TABLE>


      Significant components of LP&L's net deferred tax liabilities  as
of December 31, 1995 and 1994, are as follows:

<TABLE>
<CAPTION>
                                   1995             1994
                                   ----             -----
                                       (In Thousands)
<S>                           <C>               <C>
Deferred Tax Liabilities:                                    
-------------------------                                    
  Net regulatory                  $(357,528)       $(437,468)
assets/(liabilities)
  Plant related basis              (722,680)        (722,653)
differences
  Rate deferrals                    (12,652)         (26,695)
  Other                             (35,272)         (32,972)
                              --------------   --------------
    Total                       $(1,128,132)     $(1,219,788)
                              ==============   ==============
                                                             
Deferred Tax Assets:                                         
--------------------                                         
  Unbilled revenues                  $16,850          $11,108
  Accumulated deferred                56,008           58,205
investment tax credit
  Removal cost                        59,148           52,576
  Alternative minimum tax             27,409           56,222
credit
  Waterford 3 sale and               105,788          102,111
leaseback
  Other                               52,285           59,323
                              --------------   --------------
    Total                           $317,488         $339,545
                              ==============   ==============
                                                             
  Net deferred tax liability      $(810,644)       $(880,243)
                              ==============   ==============
</TABLE>

Mississippi Power & Light Company
---------------------------------

     MP&L's income tax expense consists of the following:

<TABLE>
<CAPTION>
                                       For the Years Ended December 31,
                                       --------------------------------
                                        1995          1994          1993
                                        ----          ----          ----
                                                (In Thousands)
<S>                                 <C>           <C>           <C>
Current:                                                                 
  Federal                              $62,436       $39,505       $46,744
  State                                  9,215         7,379         7,673
                                    -----------    ----------    ----------
    Total                               71,651        46,884        54,417
Deferred -- net                        (35,224)      (26,763)          539
Investment tax credit adjustments-      (1,550)       (1,673)        1,036
-net
Investment tax credit amortization            -       (5,973)           -
                 - FERC Settlement
                                    -----------   ----------    ----------
  Recorded income tax expense          $34,877       $12,475       $55,992
                                    ===========   ==========    ==========
                                                                        
Charged to operations                  $33,716       $16,651       $33,074
Charged (credited) to other income       1,161        (4,176)        3,462
Charged to cumulative effect                 -             -        19,456
                                    -----------    ----------    ----------
    Total income taxes                 $34,877       $12,475       $55,992
                                    ===========    ==========    ==========
</TABLE>

      MP&L's  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 are:

<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>         <C>      <C>       <C>

                                               For the Years Ended December 31,
                                               -------------------------------
                                       1995                 1994               1993
                                       ----                 ----               ----
                                           % of                  % of                % of
                                          Pre-tax               Pre-tax            Pre-tax
                                 Amount   Income      Amount    Income    Amount    Income
                                -------   -------    -------    -------  -------   -------
                                                   (Dollars in Thousands)
Computed at statutory rate      $36,240     35.0      $21,438     35.0    $55,207     35.0
Increases (reductions) in tax                                                            
resulting from:
  State income taxes net of                                                              
federal income
    tax effect                    3,344      3.2        2,465      4.0      3,253      2.1
  Depreciation                      739      0.7        1,930      3.2     (5,890)    (3.7)
  Amortization of excess DIT     (3,465)    (3.3)      (3,810)    (6.2)    (4,680)    (3.0)
  Amortization of investment     (1,548)    (1.5)      (1,674)    (2.7)    (1,772)    (1.1)
tax credits
  Amortization of investment                                                             
tax credits -
   FERC Settlement                    -       -        (5,973)    (9.8)         -       - 
  Adjustments of prior year        (246)    (0.2)      (1,954)    (3.2)     5,228      3.3
taxes
  FASB 109 Adjustment                                        -      -       3,439      2.2
  Other--net                       (187)    (0.2)          53      0.1      1,207      0.8
                               ---------  ---------  ---------  ------    -------    ------
     Total income taxes          $34,877    33.7       $12,475    20.4    $55,992      35.6
                               =========  =========  =========  ======    =======    ======
</TABLE>


      Significant components of MP&L's net deferred tax liabilities  as
of December 31, 1995 and 1994, are as follows:

<TABLE>
<CAPTION>
                                       1995           1994
                                       ----           ----
                                        (In Thousands)
<S>                                <C>             <C>
Deferred Tax Liabilities:                                     
-------------------------                                     
  Net regulatory                       $(17,147)       $1,804
assets/(liabilities)
  Plant related basis differences      (181,792)     (173,965)
  Rate deferrals                       (157,168)     (201,037)
  Other                                  (9,339)      (13,318)
                                   -------------  -------------
    Total                             $(365,446)    $(386,516)
                                   =============  =============
                                                              
Deferred Tax Assets:                                          
  Accumulated deferred investment       $10,702       $11,295
tax credit
  Removal cost                            2,316         2,824
  Pension related items                   2,342         3,182
  Other                                  17,415        20,412
                                   -------------  -------------
    Total                               $32,775       $37,713
                                   =============  =============
    Net deferred tax liability        $(332,671)    $(348,803)
                                   =============  =============
</TABLE>

New Orleans Public Service Inc.
-------------------------------

     NOPSI's income tax expense consists of the following:

<TABLE>
<CAPTION>
                                      For the Years Ended December 31,
                                      --------------------------------
                                       1995         1994        1993
                                       ----         ----        ----
                                               (In Thousands)
<S>                                 <C>          <C>         <C>
Current:                                                               
  Federal                               $19,071     $19,557     $23,400
  State                                   3,394       3,049       4,079
                                     ----------  ----------  ----------
    Total                                22,465      22,606      27,479
Deferred -- net                          (1,364)    (15,674)      5,203
Investment tax credit adjustments-         (634)       (681)       (743)
-net
Investment tax credit adjustments-           -      (1,651)          -
                  -FERC Settlement
                                     ----------  ----------  ----------
  Recorded income tax expense           $20,467      $4,600     $31,939
                                     ==========  ==========  ==========
                                                                       
Charged to operations                   $19,836      $3,602     $24,232
Charged (credited) to other income          631         998       1,115
Charged to cumulative effect                  -           -       6,592
    Total income taxes                  $20,467      $4,600     $31,939

</TABLE>


      NOPSI's  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 are:

<TABLE>
<CAPTION>
<S>                            <C>        <C>       <C>        <C>      <C>        <C>

                                                  For the Years Ended December 31,
                                                  --------------------------------
                                         1995                  1994             1993
                                         ----                  ----             ----
                                            % of                 % of                 % of
                                           Pre-tax             Pre-tax              Pre-tax
                                Amount     Income     Amount    Income    Amount     Income
                                -------   --------    ------   -------    ------    -------
                                                     (Dollars in Thousands)
Computed at statutory rate      $19,198      35.0      $6,234    35.0     $27,877     35.0
Increases (reductions) in tax                                                           
resulting from:
  State income taxes net of                                                             
federal income
    tax effect                    1,971       3.6         456     2.6       3,411      4.3
  Depreciation                     (661)     (1.2)       (586)   (3.3)       (780)    (1.0)
  Amortization of investment       (634)     (1.2)       (681)   (3.8)       (745)    (0.9)
tax credits
  Investment tax credit                                                                 
amortization-
    FERC settlement                   -        -       (1,651)   (9.2)                   
  Amortization of excess            575       1.1         714     4.0         384      0.5
deferred income tax
  Adjustments of prior year         101       0.2        (423)   (2.4)      2,413      3.0
taxes
  FASB 109 adjustment                 -        -            -      -       (1,170)    (1.5)
  Other--net                        (83)     (0.2)        537     3.0         549      0.7
                               --------    --------  --------  --------  --------   --------
     Total income taxes         $20,467     37.3       $4,600    25.9     $31,939     40.1
                               ========    ========  ========  ========  ========   ========
</TABLE>


      Significant components of NOPSI's net deferred tax liabilities as
of December 31, 1995 and 1994, are as follows:

<TABLE>
<CAPTION>
                                         1995           1994
                                         ----           ----
                                        (In Thousands)
<S>                                 <C>              <C>
Deferred Tax Liabilities:                                        
-------------------------                                        
  Net regulatory                         $(10,723)      $(12,946)
assets/(liabilities)
  Plant related basis                     (50,820)       (50,624)
  Rate deferrals - net                    (61,915)       (74,054)
  Other                                    (3,134)        (3,303)
                                    --------------  -------------
    Total                               $(126,592)     $(140,927)
                                    ==============  =============
                                                                 
Deferred Tax Assets:                                             
--------------------                                             
  Unbilled revenues                        $3,689         $3,051
  Accumulated deferred investment           3,910          4,154
tax credit
  Pension related items                     4,189          4,497
  Removal costs                            10,019          9,146
  Operating reserves                        6,795          6,665
  Rate refund                                 459          9,620
  Other                                     6,703          9,623
                                    --------------  -------------
    Total                                 $35,764        $46,756
                                    ==============  =============
                                                                 
    Net deferred tax liability           $(90,828)      $(94,171)
                                    ==============  =============
</TABLE>

System Energy Resources, Inc.
-----------------------------

     System Energy's income tax expense consists of the following:

<TABLE>
<CAPTION>
                                  For the Years Ended December 31,
                                  --------------------------------
                                    1995        1994         1993
                                    ----        ----         ----
                                          (In Thousands)
<S>                             <C>          <C>          <C>
Current:                                                           
  Federal                          $108,920      $54,295    $59,050
  State                              11,910       13,182      3,671
                                 ----------   ----------   --------
    Total                           120,830       67,477     62,721
Deferred -- net                     (41,871)     (27,375)    46,284
Investment tax credit                (3,466)      (3,265)   (30,452)
adjustments--net
                                 ----------   ----------   --------
                                                                   
  Recorded income tax expense       $75,493      $36,837    $78,553
                                 ==========   ==========   ========
                                                                   
Charged to operations               $77,410      $38,087    $83,412
Charged (credited) to other          (1,917)      (1,250)    (4,859)
income
                                 ----------   ----------   --------
    Total income taxes              $75,493      $36,837    $78,553
                                 ==========   ==========   ========
</TABLE>


      System  Energy's  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 are:

<TABLE>
<CAPTION>
<S>                          <C>        <C>        <C>       <C>      <C>       <C>

                                       1995                1994              1993
                                       ----                ----              ----
                                           % of                % of                % of
                                          Pre-tax             Pre-tax            Pre-tax
                                Amount    Income     Amount   Income    Amount    Income
                                -------   -------   -------   ------    -------  -------
                                               (Dollars in Thousands)
                                   
Computed at statutory rate     $58,986     35.0     $14,785    35.0    $60,368     35.0
Increases (reductions) in tax                                                        
resulting from:
  Depreciation                  13,482      8.0      14,541    34.4     12,839      7.4
  State income taxes net of                                                          
federal income
    tax effect                   7,036      4.2       7,565    17.9      6,778      3.9
  Amortization of investment    (3,480)    (2.1)     (3,476)   (8.2)    (3,759)    (2.2)
tax credits
  Adjustments of prior year          2       -        2,947     7.0      5,292      3.0
taxes
  Other--net                      (533)    (0.3)        475     1.1     (2,965)    (1.6)
                               --------  --------   --------  -------  --------  -------
     Total income taxes        $75,493     44.8     $36,837    87.2     $78,553    45.5
                               =======   ========   =======   ======   ========   ======
</TABLE>

      Significant  components  of  System  Energy's  net  deferred  tax
liabilities as of December 31, 1995 and 1994, are as follows:
<TABLE>
<CAPTION>
                                      1995            1994
                                      ----            ----
                                         In Thousands)
<S>                              <C>              <C>
Deferred Tax Liabilities:                                       
-------------------------                                       
  Net regulatory assets/liabilities)  $(332,154)       $(431,562)
  Plant related basis differences      (538,215)        (577,286)
  Other                                 (10,365)         (11,280)
                                 --------------    -------------
    Total                             $(880,734)     $(1,020,128)
                                 ==============    =============
                                                                
Deferred Tax Assets:                                            
--------------------                                            
  Sale and leaseback                   $119,832         $145,731
  FERC Settlement                        19,519           23,098
  Accumulated deferred investment        40,973           42,298
   tax credit
  Alternative minimum tax credit         63,642           38,179
  Other                                  34,586           24,320
                                 --------------    -------------
    Total                              $278,552         $273,626
                                 ==============    =============
    Net deferred tax liability        $(602,182)       $(746,502)
                                 ==============    =============
</TABLE>
     
      As  of December 31, 1995, Entergy had investment tax credit (ITC)
carryforwards of $167.7 million,  federal net operating  loss  (NOL)
carryforwards of $384.6 million and state NOL carryforwards  of  $355.0
million, all related to GSU operations. The ITC carryforwards include the
35% reduction required by the Tax Reform Act of 1986 and may be applied
against  federal income tax liability of only GSU and, if not utilized,
will  expire  between 1996 and 2002.  It is currently anticipated  that
approximately $44.6 million of ITC carryforward will expire unutilized.
A  valuation  allowance  has  been provided  for  deferred  tax  assets
relating  to  that  amount.  The alternative minimum tax  (AMT)  credit
carryforwards  as of December 31, 1995, were $130.7 million,  including
$39.7 million at GSU, $27.4 million at LP&L, and $63.6 million at SERI.
This AMT credit can be carried forward indefinitely and will reduce the
System's federal income tax liability in the future.

      In  accordance with the System Energy-FERC Settlement, the System
wrote  off $66.5 million of unamortized deferred investment tax credits
in  1994, including $27.3 million at AP&L, $31.5 million at LP&L,  $6.0
million at MP&L, and $1.7 million at NOPSI.

      In  1993,  the  System adopted SFAS 109.  SFAS 109 required  that
deferred  income taxes be recorded for all carryforwards and  temporary
differences  between the book and tax basis of assets and  liabilities,
and  that  deferred tax balances be based on enacted tax  laws  at  tax
rates  that are expected to be in effect when the temporary differences
reverse.   SFAS  109  required  that  regulated  enterprises  recognize
adjustments  resulting  from implementation  as  regulatory  assets  or
liabilities if it is probable that such amounts will be recovered  from
or  returned  to customers in future rates.  A substantial majority  of
the  adjustments  required  by SFAS 109 was recorded  to  deferred  tax
balance sheet accounts with offsetting adjustments to regulatory assets
and  liabilities.  As a result of the adoption of SFAS  109,  Entergy's
1993  net income and earnings per share were decreased by $13.2 million
and  $0.08  per  share, respectively, and assets and  liabilities  were
increased  by  $822.7  million and $835.9 million,  respectively.   The
cumulative effect of the adoption of SFAS 109 is included in income tax
expense charged to operations. The following table shows the effect  of
the adoption of SFAS 109 on 1993 net income, assets and liabilities for
AP&L, LP&L, MP&L, NOPSI, and SERI.

<TABLE>
<CAPTION>
                        Increase                               
                       (Decrease)     Increase          Increase
                     in Net Income    in                in
                                      Assets            Liabilities
                                            
                      ------------    ---------        --------------
                                     (In Millions)
<S>                 <C>             <C>              <C>
AP&L                    ($2.6)            $168.2            $170.8
LP&L                     (5.7)             309.7             315.4
MP&L                     (1.7)              50.2              51.9
NOPSI                     0.3                4.1               3.8
System Energy             0.4              327.9             327.5
</TABLE>
   
     GSU recorded the adoption of SFAS 109 by restating 1990, 1991, and
1992  financial statements and including a charge of $96.5 million  for
the cumulative effect of the adoption of SFAS 109 in 1990 primarily for
that portion of the operations on which GSU has discontinued regulatory
accounting principles.

      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  application of accelerated investment  tax  credits
associated  with  Waterford 3 and Grand Gulf nuclear  plants.   Entergy
believes  there  is  no  material  tax  deficiency  and  is  vigorously
contesting the proposed assessment.


NOTE 4.   LINES OF CREDIT AND RELATED BORROWINGS  (Entergy Corporation,
AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy)

      The  SEC has authorized AP&L, GSU, LP&L, MP&L, NOPSI, and  System
Energy  to  effect  short-term borrowings  up  to  $125  million,  $125
million,  $150  million, $100 million, $39 million, and  $125  million,
respectively  (for  a  total of $664 million).   These  limits  may  be
increased  to as much as $1.216 billion in total (subject to individual
authorizations  for  each company) after further SEC  approval.   These
authorizations  are  effective through November  30,  1996.   Of  these
companies, only LP&L and System Energy had borrowings outstanding as of
December  31,  1995.  LP&L had $76.5 million of borrowings outstanding,
including $61.5 million under the money pool, an intra-System borrowing
arrangement  designed  to reduce the System's  dependence  on  external
short-term  borrowings.  LP&L had unused bank lines of  credit  in  the
amount  of  $2.7  million.   System Energy had  money  pool  borrowings
outstanding of approximately $3 million at December 31, 1995.  AP&L and
MP&L had undrawn lines of credit as of December 31, 1995, of $34 million
and $30 million, respectively.

      On  July 27, 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 on October 10,  1995,
to  provide up to $300 million of loans to Entergy Corporation.  As  of
December  31,  1995,  no amounts were outstanding against  this  credit
facility.   However,  on  January 4, 1996, $230  million  was  borrowed
against the facility for use in the acquisition of CitiPower.  See Note
15 for a discussion of the acquisition.

      Other  Entergy companies have financing agreements and facilities
permitting them to borrow up to $135 million, of which $30 million  was
outstanding  as  of  December 31, 1995.  Some of these  borrowings  are
restricted as to use, and are secured by certain assets.

      In  total,  the  System had commitments in the amount  of  $516.7
million at December 31, 1995, of which $471.7 million was unused.   The
weighted  average  interest  rate  on  the  outstanding  borrowings  at
December  31,  1995,  and  December 31,  1994,  was  6.35%  and  7.18%,
respectively.  Commitment fees on the lines of credit for  AP&L,  LP&L,
and  MP&L  are 0.125% of the undrawn amounts.  The commitment  fee  for
Entergy Corporation's $300 million credit facility is currently  0.17%,
but can fluctuate depending on the senior debt ratings of the Operating
Companies.


NOTE 5.   PREFERRED, PREFERENCE, AND COMMON STOCK (Entergy Corporation,
AP&L, GSU, LP&L, MP&L, and NOPSI)

     The number of shares, authorized and outstanding, and dollar value
of  preferred and preference stock for Entergy, AP&L, GSU, LP&L,  MP&L,
and NOPSI as of December 31, 1995, and 1994 were:
<TABLE>
<CAPTION>
<S>                       <C>         <C>        <C>       <C>        <C>

                              Shares                                   Call Price Per
                            Authorized              Total                Share as of
                                and                Dollar                December 31,
                            Outstanding              Value
                            --------- ---------  ---------  ---------  ---------------
                               1995     1994        1995      1994          1995
                            --------- ---------  --------- ---------  ---------------
                                              (Dollars in Thousands)
AP&L 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% 1995 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
     7.08% 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   400,000     10,000    10,000      $26.560
   Cumulative, $0.01 par value:
     $2.40 Series (a)(b)     2,000,000 2,000,000     50,000    50,000         -
     $1.96 Series (a)(b)       600,000   600,000     15,000    15,000         -
                             --------- ---------  ---------  ---------          
  Total without sinking fund 4,013,500 4,013,500   $176,350  $176,350                           
                             ========= =========  =========  =========        
  With sinking fund:
   Cumulative, $100 par value:
     8.52% Series              350,000   375,000    $35,000   $37,500      $106.390
   Cumulative, $25 par value:
     9.92% Series              561,085   641,085     14,027    16,027      $26.320
    13.28% Series                    -   200,000          -     5,000         -
                             --------- ---------  ---------  ---------          
   Total with sinking fund:    911,085 1,216,085    $49,027   $58,527          
                             ========= =========  =========  =========         
  Fair Value of Preferred Stock with 
  sinking fund(d)                                   $51,476   $60,600          
                                                  =========  =========          
</TABLE>

<TABLE>
<CAPTION>
<S>                        <C>        <C>        <C>        <C>        <C>

                            Shares                                     Call Price Per
                           Authorized               Total                Share as of
                               and                 Dollar                December 31,
                           Outstanding               Value
                           ---------  ---------  --------- ---------  ---------------
                             1995        1994       1995     1994           1995
                           ---------  ---------  ---------  ---------  ---------------
                                             (Dollars in Thousands)
GSU 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        1,364,438  1,364,438   $136,444  $136,444          
        sinking fund        =========  =========  ========= =========          
   With sinking fund:

     8.80% Series             204,495    226,807    $20,450   $22,680      $100.00
     9.75% Series              19,543     21,565      1,954     2,154      $100.00
     8.64% Series             168,000    182,000     16,800    18,200      $101.00
   Adjustable Rate-A,7.00%(c) 192,000    204,000     19,200    20,400      $100.00
   Adjustable Rate-B,7.00%(c) 292,500    315,000     29,250    31,500      $100.00
                            ---------  ---------  --------- ---------          
       Total with             876,538    949,372    $87,654   $94,934          
        sinking fund:       =========  =========  ========= =========          
  Fair Value of Preference Stock and 
  Preferred Stock with sinking fund(d)            $219,191   $227,800          
                                                 =========  =========          
</TABLE>

<TABLE>
<CAPTION>
<S>                         <C>        <C>          <C>         <C>        <C>

                            Shares                                     Call Price Per
                           Authorized              Total                  Share as of
                               and                Dollar                 December 31,
                           Outstanding              Value
                           ---------  --------- ---------  ---------   ---------------
                             1995        1994     1995        1994          1995
                           ---------  --------- ---------  ---------   ---------------
                                             (Dollars in Thousands)
LP&L 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    100,000    10,000      10,000     $103.14
   Cumulative, $25 par value:
     8.00% Series (b)       1,480,000  1,480,000    37,000      37,000        -
     9.68% Series (b)       2,000,000  2,000,000    50,000      50,000        -
                            ---------  ---------  --------- ---------          
Total without sinking fund  4,215,000  4,215,000  $160,500    $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:
     10.72% Series                  -    150,211         -       3,756        -
    
     12.64% Series            600,370    900,370    15,009      22,509      $26.58
                            ---------  --------- ---------   ---------          
Total with sinking fund     1,450,370  1,900,581  $100,009    $111,265         
                            =========  ========= =========   =========          
Fair Value of Preferred Stock with 
                   sinking fund(d)                $103,135   $113,000          
                                                 =========  =========                          
</TABLE>

<TABLE>
<CAPTION>
<S>                      <C>        <C>          <C>       <C>        <C>

                            Shares                                     Call Price Per
                           Authorized              Total                 Share as of
                               and                Dollar                 December 31,
                           Outstanding             Value
                           ---------  ---------  --------- ---------  ---------------
                             1995        1994       1995     1994           1995
                           ---------  ---------  --------- ---------  ---------------
                                             (Dollars in Thousands)
MP&L 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:
     9.00% Series                   0     70,000        $ -    $7,000         -
     9.76% Series             140,000    210,000     14,000    21,000      $101.09
    12.00% Series              27,700     37,700      2,770     3,770      $106.00
                            ---------  ---------  --------- ---------          
Total with sinking fund       167,700    317,700    $16,770   $31,770          
                            =========  =========  ========= =========          
  Fair Value of Preferred Stock with 
                      sinking fund(d)               $16,936   $32,500          
                                                  ========= =========          
</TABLE>

<TABLE>
<CAPTION>
<S>                       <C>           <C>          <C>           <C>           <C>

                               Shares                                          Call Price Per
                             Authorized                 Total                   Share as of
                                and                  Dollar Value               December 31,
                            Outstanding
                            -----------  -----------  -----------  -----------  ---------------
                                1995        1994         1995         1994           1995
                            -----------  -----------  -----------  -----------  ---------------
                                                  (Dollars in Thousands)
NOPSI Preferred Stock
---------------------
  Without sinking fund:
   Cumulative, $100 par value:
    4 3/4% Preferred Stock       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         
                            =========== ===========  ===========  ===========         
  With sinking fund:
   Cumulative, $100 par value:
     15.44% Series                    -      34,495          $ -       $3,450         -
                            ===========  ===========  ===========  ===========         
   Fair Value of Preferred Stock with sinking fund(d)        $ -       $3,600
                                                      ===========  ===========          
</TABLE>

<TABLE>
<CAPTION>
Entergy                                                                       
-------                                                                       
<S>                        <C>           <C>         <C>           <C>          

  Subsidiaries' 
  Preference Stock (a)(b):    6,000,000   6,000,000     $150,000     $150,000 
                            ===========  ===========  ===========  =========== 
                                                                              
  Subsidiaries' Preferred Stock:
   Without sinking fund      10,369,544  10,369,544     $550,955     $550,955 
                            ===========  ===========  ===========  =========== 
   With sinking fund          3,405,693   4,418,233     $253,460     $299,946 
                            ===========  ===========  ===========  =========== 
  Fair Value of Preference Stock and                    $390,738     $437,500 
  Preferred Stock with sinking fund(d)                ===========  =========== 
</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, 1995.
(c)  Rates are as of December 31, 1995.
(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 AP&L, GSU, LP&L, MP&L, and  NOPSI
during the last three years were:
<TABLE>
<CAPTION>
                                            Number of Shares
                                   ------------------------------------
                                     1995        1994         1993
                                   --------- -----------  ------------
<S>                               <C>       <C>          <C>
Preferred stock retirements
  AP&L 
     $100 par value                (25,000)      (45,000)       (85,000)
     $25 par value                (280,000)     (280,000)      (280,000)
  GSU
     $100 par value                (72,834)      (60,667)    (1,683,834)
  LP&L
     $25 par value                (450,211)     (601,537)      (900,000)
  MP&L
     $100 par value               (150,000)     (150,000)      (165,000)
  NOPSI
     $100 par value                (34,495)      (15,000)       (15,000)
Preference stock issuances, GSU           -             -     6,000,000
Common stock issuances, GSU               -             -           100
Common stock retirements, GSU             -             -  (114,055,065)
</TABLE>

      Cash  sinking  fund  requirements for the  next  five  years  for
preferred stock, outstanding as of December 31, 1995 are:

<TABLE>
<CAPTION>
         Entergy      AP&L (a)     GSU (a)   LP&L (a)    MP&L (a)
       ----------   ----------  ---------- ---------- ----------
          ( In Thousands)
<S>    <C>         <C>          <C>        <C>        <C>
1996     $21,817        $4,500      $6,067     $3,750      $7,500
1997      21,817         4,500       6,067      3,750       7,500
1998      14,817         4,500       6,067      3,750         500
1999      64,826         4,500       6,067     53,759         500
2000     161,067         4,500     156,067          -         500
</TABLE>

(a)  AP&L, GSU, LP&L, and MP&L have the annual noncumulative option to
     redeem,  at  par,  additional amounts of certain series  of  their
     outstanding preferred stock.

     On December 31, 1993, Entergy Corporation issued 56,695,724 shares
of  common  stock in connection with the Merger.  In addition,  Entergy
Corporation  redeemed 174,552,011 shares of $5 par value  common  stock
and  reissued  174,552,011  shares of  $0.01  par  value  common  stock
resulting in an increase in paid-in capital of $871 million.

      Entergy  Corporation had a program in which  it  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.   In  addition,
627,000 shares of treasury stock were purchased for cash during 1993 at
a cost of $20.6 million.  A portion of the treasury shares purchased in
1993  was  subsequently reissued, and in connection with the Merger  on
December  31, 1993, the remaining balance of 579,274 shares of treasury
stock was canceled.

      Entergy  Corporation from time to time acquires  shares  of  its
common  stock to be held as treasury shares and to be reissued 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.
Under this program, 2,805,000 of treasury shares were purchased 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 9,251, 18,757, and 12,550 during 1995,  1994,
and   1993,  respectively.   The  Equity  Plan  grants  stock  options,
restricted  shares, and equity awards to key employees  of  the  System
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 1995 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.

     Nonstatutory stock option transactions are summarized as follows:
<TABLE>
<CAPTION>
                                                                       
                                               Option         Number of
                                                Price          Options
                                             ----------      ----------
<S>                                          <C>              <C>
Options outstanding as of  January 1, 1993             -        45,000
Options granted during 1993                      $34.750        70,000
                                                 $39.750         6,107
Options exercised during 1993                    $29.625       (13,198)
                                                 $34.750        (5,000)
Options granted during 1994                      $37.000        67,500
Options exercised during 1994                          -              -
Options granted during 1995                      $23.375        65,000
                                                 $20.875 (a)   250,000
Options exercised during 1995                    $23.375        (7,500)
                                                 $24.125        (5,000)
Options expired unused during 1995                     -       (15,000)
                                                             ----------
Options remaining as of December 31, 1995                       457,909
                                                             ==========
</TABLE>

(a)  Options were not exercisable as of December 31, 1995.

     The  Employee Stock Investment Plan (ESIP) 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 and reissued  to  meet
     the  requirements of the ESIP.  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  329,863 shares for the 1994 plan year.  The  1995  plan
     year runs from April 1, 1995, to March 31, 1996.

<PAGE>

NOTE  6.    LONG  - TERM DEBT  (Entergy Corporation, AP&L,  GSU,  LP&L,
MP&L, NOPSI, and System Energy)

      The  long-term debt of Entergy Corporation's subsidiaries,  AP&L,
GSU,  LP&L,  MP&L, NOPSI, and System Energy, as of December  31,  1995,
was:

<TABLE>
<CAPTION>

Maturities   Interest Rates                                                                     System
From   To    From     To        Entery       AP&L         GSU       LP&L      MP&L    NOPSI     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  130,000
                                                                 
Governmental Obligations (b)
1996  2008   5.9%    10%         110,868     51,495      46,300     12,158      915
2009  2023   5.95%   12.50%    1,551,235    240,700     435,735    412,170   46,030             416,600
                                                                 
Debentures                                                       
1996  2008   9.72%               150,000                150,000
2000         7.38%                30,000                                                         30,000
                                                                  
Long-Term DOE Obligations        111,536    111,536
  (Note 8)
Waterford 3 Lease Obligation     353,600                           353,600         
  8.76% (Note 9)
Grand Gulf Lease Obligation      500,000                                                        500,000
  7.02% (Note 9)
Line of Credit, variable          65,000                                                 
  rate, due 1998
Other Long-Term Debt               9,156                  9,156
Unamortized Premium and          (38,488)   (13,606)     (5,295)    (8,017)  (3,526)  (1,042)    (7,002)      
  Discount - 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       $6,666,420 $1,213,511  $2,416,932 $1,136,246 $594,365 $198,785 $1,041,581
 Debt (c)                     ========== ==========  ========== ========== ======== ======== ==========
                                                                 
</TABLE>                                                                 



      The  long-term debt of Entergy Corporation's subsidiaries,  AP&L,
GSU,  LP&L,  MP&L, NOPSI, and System Energy, as of December  31,  1994,
was:

<TABLE>
<CAPTION>

Maturities   Interest Rates                                                                     System
From   To    From     To        Entery       AP&L         GSU       LP&L      MP&L    NOPSI     Energy
                                                            (In Thousands)
<S>   <C>    <C>     <C>      <C>           <C>      <C>         <C>        <C>      <C>       <C>
First Mortgage Bonds
1995  1999   4.625%  14%      $1,290,210   $100,960    $445,000   $179,000  $55,000  $35,250   $475,000
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                                                        
1995  1999   5.95%   14.95%(a)   221,200                                    167,000   54,200
2000  2023   6.625%  8.65%       375,000                                    275,000  100,000
                                                                 
Governmental Obligations (b)
1995  2008   5.9%    10%         114,622     53,120      46,725     12,472    1,880
2009  2023   5.95%   12.50%    1,527,768    234,004     435,735    395,400   46,030             416,600
                                                                 
Debentures - Due 1998, 9.72%     200,000                200,000
Long-Term DOE Obligations        105,163    105,163
  (Note 8)
Waterford 3 Lease Obligation     353,600                           353,600         
  8.76% (Note 9)
Grand Gulf Lease Obligation      500,000                                                        500,000
  7.02% (Note 9)
Other Long-Term Debt               6,879                  6,879
Unamortized Premium and          (43,341)   (15,811)     (5,497)    (8,617)  (3,712)  (1,090)    (8,614)      
  Discount - Net              ---------- ----------  ---------- ---------- -------- -------- ----------
                                                                 
Total Long-Term Debt           7,442,558  1,322,054   2,368,842  1,478,375  541,198  188,360  1,543,305
Less Amount Due Within One       349,085     28,175      50,425     75,320   65,965   24,200    105,000
  Year                        ---------- ----------  ---------- ---------- -------- -------- ----------
Long-Term Debt Excluding                                                            
  Amount Due Within One
  Year                        $7,093,473 $1,293,879  $2,318,417 $1,403,055 $475,233 $164,160 $1,438,305
                              ========== ==========  ========== ========== ======== ======== ==========
Fair Value of Long-Term       $6,293,000 $1,133,600  $2,277,300 $1,089,200 $523,100 $178,700 $1,091,000
 Debt (c)                     ========== ==========  ========== ========== ======== ======== ==========
                                                                 
</TABLE>                                                                 

(a)  $20 million of MP&L's 14.95% Series G&R Bonds and $9.2 million  of
     NOPSI's 13.9% Series G&R Bonds were due 2/1/95.  All other  series
     are at interest rates within the range of 6.95% - 11.2%.

(b)  Consists  of pollution control bonds, certain series of which  are
     secured by non-interest bearing first mortgage bonds.

(c)  The   fair   value  excludes  lease  obligations,  long-term   DOE
     obligations, and other long-term debt and was 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 the next five years
follow:

                                                                      System
          Entergy (a)  AP&L (b)  GSU (c)  LP&L (d)   MP&L (e)  NOPSI  Energy
                          (Dollars In Thousands)

 1996      558,650     28,700    145,425   35,260    61,015   38,250  250,000
 1997      361,270     33,065    160,865   34,325    96,015   27,000   10,000
 1998      314,920     18,710    190,890   35,300        20        -   70,000
 1999      172,391      1,225    100,915      231        20        -   70,000
 2000      143,015      1,825        945  100,225        20        -   40,000


(a)  Not  included are other sinking fund requirements of approximately
     $20.4  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
     $1.1  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
     $13.8  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
     $5.5  million  annually  which may be  satisfied  by  cash  or  by
     certification of property additions at the rate of  167%  of  such
     requirements.

(e)  Not  included are other sinking fund requirements of approximately
     $0.1  million  for  1996  which may be satisfied  by  cash  or  by
     certification of property additions at the rate of  167%  of  such
     requirements.

      GSU  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 1996 and the letter  of  credit
collateralizing  the  $20 million variable rate series,  due  April  1,
2016,  expires in April 1996.  GSU plans to refinance these  series  or
renew the letters of credit.

      Under MP&L'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.   MP&L's  G&R  Mortgage prohibits the issuance  of  additional
first  mortgage bonds (including for refunding purposes)  under  MP&L's
first  mortgage  indenture, except such first  mortgage  bonds  as  may
hereafter be issued from time to time at MP&L's option to the corporate
trustee  under  the  G&R  Mortgage to provide additional  security  for
MP&L's G&R Bonds.

      Under NOPSI's 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,  1995, the total amount of Rate Recovery Mortgage Bonds outstanding
aggregated  $30.0  million,  or 17.3% of NOPSI's  accumulated  deferred
Grand Gulf 1-related costs.

NOTE  7.    DIVIDEND  RESTRICTIONS - (Entergy Corporation,  AP&L,  GSU,
LP&L, MP&L, NOPSI, 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 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 common equity and restricted retained
earnings  unavailable  for  distribution  to  Entergy  Corporation   by
subsidiary.

                              Restricted      Restricted
               Company          Equity         Earnings
                                      (In Millions)

              AP&L            $     882.6    $    291.3
              GSU                 1,266.5            -
              LP&L                1,084.1            -
              MP&L                  334.8         135.7
              NOPSI                  85.2          15.2
              System Energy         808.1          18.7
                              -----------    ----------
              Entergy         $   4,461.3    $    460.9
                              ===========    ==========

NOTE 8.   COMMITMENTS AND CONTINGENCIES

Cajun - River Bend Litigation (Entergy Corporation and GSU)

      GSU  has significant business relationships with Cajun, including
co-ownership of River Bend (operated by GSU) and Big Cajun  2,  Unit  3
(operated  by  Cajun).  GSU and Cajun, respectively, own  70%  and  30%
undivided  interests in River Bend and 42% and 58% undivided  interests
in Big Cajun 2, Unit 3.

     In June 1989, Cajun filed a civil action against GSU in the United
States  District  Court for the Middle District of Louisiana  (District
Court).   Cajun's complaint seeks to annul, rescind, terminate,  and/or
dissolve  the  Joint  Ownership Participation and  Operating  Agreement
(Operating  Agreement)  entered into on August 28,  1979,  relating  to
River  Bend.   Cajun  alleges fraud and error by  GSU,  breach  of  its
fiduciary duties owed to Cajun, and/or GSU's repudiation, renunciation,
abandonment, or dissolution of its core obligations under the Operating
Agreement, as well as the lack or failure of cause and/or consideration
for  Cajun's performance under the Operating Agreement.  The suit  also
seeks to recover Cajun's alleged $1.6 billion investment in the unit as
damages,  plus  attorneys'  fees,  interest,  and  costs.   Two  member
cooperatives of Cajun have brought an independent action to declare the
Operating Agreement void, based upon failure to get prior LPSC approval
alleged to be necessary.  GSU believes the suits are without merit  and
is contesting them vigorously.

      A  trial  on  the  portion of the suit by Cajun  to  rescind  the
Operating  Agreement  began in April 1994 and was completed  in  March
1995.  On  October  24, 1995, the District Court  issued  a  memorandum
opinion  ruling in favor of GSU.  The District Court found  that  Cajun
did not prove that GSU fraudulently induced it to execute the Operating
Agreement  and that Cajun failed to timely assert its claim.   A  final
judgment  on  this  portion of the suit will not be entered  until  all
claims  asserted by Cajun have been heard.  The second portion  of  the
suit  is  scheduled  to begin on July 2, 1996.  If  GSU  is  ultimately
unsuccessful  in  this litigation and is required  to  pay  substantial
damages,  GSU would probably be unable to make such payments and  could
be  forced  to  seek relief from its creditors under the United  States
Bankruptcy Code.  If GSU prevails in this litigation, there can  be  no
assurance that the United States Bankruptcy Court will allow funding of
all required costs of Cajun's ownership in River Bend.

      Cajun has not paid its full share of capital costs, operating and
maintenance  expenses, or other costs for repairs and  improvements  to
River Bend since 1992.  In addition, certain costs and expenses paid by
Cajun were paid under protest.  These actions were taken by Cajun based
on  its  contention,  with  which  GSU  disagrees,  that  River  Bend's
operating  and  maintenance  expenses were excessive.   Cajun's  unpaid
portion  of  River  Bend operating and maintenance expenses  (including
nuclear  fuel)  and  capital  costs for 1995  was  approximately  $58.7
million.  Cajun continues to pay its share of decommissioning costs for
River Bend.

      During the period in which Cajun is not paying its share of River
Bend  costs,  GSU  intends to fund all costs necessary  for  the  safe,
continuing  operation  of  the unit.  The responsibilities  of  Entergy
Operations as the licensed operator of River Bend, for safely operating
and maintaining the unit, are not affected by Cajun's actions.

     In view of Cajun's failure to fund its share of River Bend-related
operating,  maintenance, and capital costs, GSU has (i) credited  GSU's
share  of  expenses for Big Cajun 2, Unit 3 against  amounts  due  from
Cajun to GSU, and (ii) sought to market Cajun's share of the power from
River Bend and apply the proceeds to the amounts due from Cajun to GSU.
As a result, on November 2, 1994, Cajun discontinued supplying GSU with
its  share  of power from Big Cajun 2, Unit 3. GSU requested  an  order
from  the District Court requiring Cajun to supply GSU with this energy
and allowing GSU to credit amounts due to Cajun for Big Cajun 2, Unit 3
energy  against amounts Cajun owed to GSU for River Bend.  In  December
1994,  by means of a preliminary injunction, the District Court ordered
Cajun  to supply GSU with its share of energy from Big Cajun 2, Unit  3
and  ordered GSU 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,  1995, $38 million had been  paid  by  GSU  into  the
registry of the District Court.

      On December 21, 1994, Cajun filed a petition in the United States
Bankruptcy   Court  for  the  Middle  District  of  Louisiana   seeking
bankruptcy  relief  under Chapter 11 of the Bankruptcy  Code.   Cajun's
bankruptcy  could have a material adverse effect on GSU.  However,  GSU
is  taking  appropriate steps to protect its interests and  its  claims
against Cajun arising from the co-ownership in River Bend and Big Cajun
2,  Unit  3.  On December 31, 1994, the District Court issued an  order
lifting  an  automatic stay as to certain proceedings, with the  result
that  the preliminary injunction granted by the Court in December  1994
remains in effect.  Cajun filed a Notice of Appeal on January 18, 1995,
to  the Fifth Circuit seeking a reversal of the District Court's  grant
of the preliminary injunction.  No hearing date has been set on Cajun's
appeal.

      In the bankruptcy proceedings, Cajun filed on January 10, 1995, a
motion  to  reject  the  Operating Agreement as a burdensome  executory
contract.   GSU  responded  on  January 10,  1995,  with  a  memorandum
opposing  Cajun's  motion.  Should the court grant  Cajun's  motion  to
reject  the  Operating  Agreement,  Cajun  would  be  relieved  of  its
financial obligations under the contract, while GSU would likely have a
substantial damage claim arising from any such rejection.  Although GSU
believes  that  Cajun's  motion to reject the  Operating  Agreement  is
without  merit, it is not possible to predict the outcome  or  ultimate
impact of these proceedings.

     The cumulative cost (excluding nuclear fuel) to GSU resulting from
Cajun's  failure  to  pay its full share of River  Bend-related  costs,
reduced by the proceeds from the sale by GSU of Cajun's share of  River
Bend power and payments for GSU's portion of expenses for Big Cajun  2,
Unit 3 into the registry of the District Court, was $31.1 million as of
December   31,   1995.   These  amounts  are  reflected  in   long-term
receivables  with  an  offsetting reserve in  other  deferred  credits.
Cajun's  bankruptcy  may  affect  the ultimate  collectibility  of  the
amounts  owed  to  GSU, including any amounts that may  be  awarded  in
litigation.

Cajun - Transmission Service (Entergy Corporation and GSU)

      GSU  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,  GSU  and  Cajun  filed
motions for rehearings on certain portions of the order, which are still
pending at FERC.  In June 1992, GSU filed a petition for review in  the
United  States Court of Appeals regarding certain of the  other  issues
decided  by  FERC.  In August 1993, the United States 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 GSU's 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  GSU  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
GSU's  and Cajun's ongoing transmission service charge disputes  before
FERC.  Both GSU and Cajun have petitioned for appeal.  No hearing dates
have been set in the appeals.

      Under GSU's interpretation of the 1992 FERC order, as modified by
its  August  3, 1995, and October 2, 1995, orders, Cajun would  owe  GSU
approximately  $64.9  million as of  December 31,  1995.   GSU  further
estimates  that  if  it  were to prevail in its  May  1992  motion  for
rehearing and on certain other issues decided adversely to GSU  in  the
February 1995, August 1995, and October 1995 FERC orders, which GSU has
appealed,  Cajun  would  owe GSU approximately  $143.5  million, as  of
December 31, 1995.  If Cajun were to prevail in its May 1992 motion for
rehearing  to  FERC, and if GSU were not to prevail  in  its  May  1992
motion for rehearing to FERC, and if Cajun were to prevail in appealing
FERC's August and October 1995 orders, GSU estimates it would owe Cajun
approximately $96.4 million as of December 31, 1995.  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,
GSU  has  continued  to  bill Cajun, utilizing the  historical  billing
methodology, and has recorded underpaid transmission charges, including
interest,  in  the  amount of $137.2 million as of December  31,  1995.
This  amount  is reflected in long-term receivables, with an offsetting
reserve in other deferred credits.  Cajun's bankruptcy may affect GSU's
collection  of  the  above  amounts.   FERC  has  determined  that  the
collection  of  the  pre-petition debt of Cajun is  an  issue  properly
decided in the bankruptcy proceeding.

Capital  Requirements  and Financing (Entergy Corporation,  AP&L,  GSU,
LP&L, MP&L, NOPSI, and System Energy)

      Construction expenditures (excluding nuclear fuel) for the  years
1996, 1997, and 1998 are estimated to total $571 million, $510 million,
and   $507  million,  respectively.   The  System  will  also   require
$1.3  billion  during the period 1996-1998 to meet long-term  debt  and
preferred  stock  maturities and cash sinking fund  requirements.   The
System  plans to meet the above requirements primarily with  internally
generated funds and cash on hand, supplemented by the issuance of  debt
and  preferred  stock and the use of its outstanding  credit  facility.
Certain  System  companies 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 and  6  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 (1) maintain System Energy's equity capital at an
amount equal to a minimum of 35% of its total capitalization (excluding
short-term debt), and (2) 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 AP&L, LP&L,
MP&L, and NOPSI 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 AP&L, LP&L, MP&L, and NOPSI under these agreements.

Unit Power Sales Agreement (AP&L, LP&L, MP&L, NOPSI, 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 AP&L, LP&L, MP&L, and
NOPSI  in  accordance  with specified percentages (AP&L-36%,  LP&L-14%,
MP&L-33%  and  NOPSI-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 AP&L,  LP&L,
MP&L, and NOPSI, respectively.

Availability Agreement (AP&L, LP&L, MP&L, NOPSI, and System Energy)

      AP&L,  LP&L, MP&L, and NOPSI are individually obligated  to  make
payments  or subordinated advances to System Energy in accordance  with
stated  percentages  (AP&L-17.1%, LP&L-26.9%,  MP&L-31.3%,  and  NOPSI-
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 AP&L or MP&L fails to make its Unit Power Sales Agreement
payments,  and  System  Energy is unable to  obtain  funds  from  other
sources,  LP&L and NOPSI 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 (AP&L, LP&L, MP&L, NOPSI, and System Energy)

      System  Energy and AP&L, LP&L, MP&L, and NOPSI entered  into  the
Reallocation Agreement relating to the sale of capacity and energy from
the  Grand  Gulf and the related costs, in which LP&L, MP&L, and  NOPSI
agreed  to  assume all of AP&L's responsibilities and obligations  with
respect  to  the  Grand Gulf under the Availability Agreement.   FERC's
decision  allocating a portion of Grand Gulf 1 capacity and  energy  to
AP&L  supersedes the Reallocation Agreement as it relates to Grand Gulf
1.   Responsibility for any Grand Gulf 2 amortization amounts has  been
individually  allocated  (LP&L-26.23%, MP&L-43.97%,  and  NOPSI-29.80%)
under   the   terms  of  the  Reallocation  Agreement.   However,   the
Reallocation  Agreement  does not affect AP&L's  obligation  to  System
Energy's  lenders  under the assignments referred to in  the  preceding
paragraph.  AP&L would be liable for its share of such amounts if LP&L,
MP&L, and NOPSI 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  9).   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, 1997.

      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, 1995,  System  Energy's  equity
approximated 34.8% of its adjusted capitalization, and its fixed charge
coverage ratio was 2.11.

Fuel Purchase Agreements

(AP&L and MP&L)

      AP&L  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  MP&L).
These   contracts,  which  expire  in  2002  and  2011,   provide   for
approximately   85%  of  AP&L's  expected  annual  coal   requirements.
Additional requirements are satisfied by annual spot market purchases.

(GSU)

      GSU  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 2004.  Cajun has advised GSU that
it  has contracts that should provide an adequate supply of coal  until
1999 for the operation of Big Cajun 2, Unit 3.

      GSU has long-term gas contracts, which will satisfy approximately
75%  of its annual requirements.  Such contracts generally require  GSU
to  purchase  in  the  range  of  40%  of  expected  total  gas  needs.
Additional  gas requirements are satisfied under less expensive  short-
term contracts.  GSU 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 5.3 billion cubic feet of natural gas.

(LP&L)

      In  June 1992, LP&L agreed to a renegotiated 20-year natural  gas
supply contract.  LP&L 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.
LP&L  recovers  the  cost  of fuel consumed during  the  generation  of
electricity through its fuel adjustment clause.

Power Purchases/Sales Agreements

(GSU)

      In 1988, GSU 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 GSU's Nelson Units 1
and  2  were sold to a partnership (NISCO) consisting of the Industrial
Participants and GSU.  The Industrial Participants supply the fuel  for
the  units,  while  GSU  operates the units at the  discretion  of  the
Industrial Participants and purchases the electricity produced  by  the
units.   GSU  is  continuing  to  sell electricity  to  the  Industrial
Participants.  For the years ended December 31, 1995, 1994,  and  1993,
the  purchases  by  GSU of electricity from the joint  venture  totaled
$59.7 million, $58.3 million, and $62.6 million, respectively.

(LP&L)

      LP&L  has a long-term agreement through the year 2031 to purchase
energy  generated by a hydroelectric facility.  During 1995, 1994,  and
1993,    LP&L   made  payments  under  the  contract  of  approximately
$55.7 million, $56.3 million, and $66.9 million, respectively.  If  the
maximum  percentage  (94%) of the energy is  made  available  to  LP&L,
current  production  projections would require  estimated  payments  of
approximately $47 million in 1996, $54 million in 1997, and a total  of
$3.5  billion for the years 1998 through 2031.  LP&L recovers the costs
of purchased energy through its fuel adjustment clause.

System Fuels (AP&L, LP&L, MP&L, NOPSI, and System Energy)

     AP&L, LP&L, MP&L, and NOPSI 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, 1995, AP&L, LP&L,
MP&L,  and  NOPSI 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,
AP&L, LP&L, and System Energy have agreed to purchase nuclear materials
and services financed under the agreement.

Nuclear Insurance  (Entergy Corporation, AP&L, GSU, LP&L, MP&L,  NOPSI,
and System Energy)

      The  Price-Anderson  Act limits public  liability  for  a  single
nuclear  incident  to  approximately $8.92  billion.   The  System  has
protection  for  this  liability  through  a  combination  of   private
insurance (currently $200 million each for AP&L, GSU, LP&L, 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.   The  System  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 GSU and Cajun. In
addition, the System 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 System's five nuclear units in the
event losses exceed accumulated reserve funds.

     AP&L,  GSU,  LP&L, 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, 1995, AP&L, GSU,  LP&L,
and  System  Energy each was  insured against such losses up  to  $2.75
billion.  In addition, AP&L, GSU, LP&L, MP&L, and NOPSI 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  System  companies  could  be  subject   to
assessments  if  losses exceed the accumulated funds available  to  the
insurers.   As  of  December  31, 1995, the  maximum  amounts  of  such
possible  assessments were: AP&L - $36.3 million; GSU - $22.0  million;
LP&L  -  $33.2 million; MP&L - $0.8 million; NOPSI - $0.5 million;  and
System Energy - $29.0 million.  Under its agreement with System Energy,
SMEPA   would  share  in  System  Energy's  obligation.   Cajun  shares
approximately $4.6 million of GSU's obligation.

      The  amount of property insurance presently carried by the System
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,
AP&L, GSU, LP&L, and System Energy)

      AP&L,  GSU, LP&L, 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 System 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.  AP&L, the
only  System 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,
1995, of approximately $111 million for generation subsequent to 1983.
The  fees  payable to the DOE may be adjusted in the future  to  assure
full  recovery.   The  System 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.  Currently,
the  DOE  projects it will begin to accept spent fuel no  earlier  than
2015.   In the meantime, all System companies are responsible for 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 mid-1998, at  which
time  an  ANO  storage facility using dry casks will  begin  operation.
This  facility is estimated to provide sufficient storage  until  2000,
with the capability of being 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  begins
accepting such units' spent fuel.

     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
require  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.

      Total  decommissioning costs at December 31, 1995, for the System
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 1991 cost study reflecting 1990 dollars)                 267.8
  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
                                                                                --------
                                                                                $1,760.1
                                                                                ========
</TABLE>

      AP&L  and  LP&L 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, GSU is recovering  in
rates  decommissioning costs (based on the 1991 cost study) that,  with
adjustments,   total   $204.9  million.   In   the   Louisiana   retail
jurisdiction,  GSU  is  currently recovering in  rates  decommissioning
costs  (based  on  a  1985 cost study) which total $141  million.   GSU
included  decommissioning costs (based on the 1991 study) in  the  LPSC
rate review filed in May 1995 which has not yet been concluded.  System
Energy  was previously recovering in rates amounts sufficient  to  fund
$198  million  (in 1989 dollars) of its decommissioning costs.   System
Energy included decommissioning costs (based on the 1994 study) in  its
rate  increase filing with FERC.  Rates in this proceeding were  placed
into effect in December 1995, subject to refund.  AP&L, GSU, LP&L,  and
System  Energy periodically review and update estimated decommissioning
costs.  Although the System is presently underrecovering 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.  These trust fund assets largely offset  the
accumulated  decommissioning liability that is recorded as  accumulated
depreciation for AP&L, GSU, and LP&L, and as other deferred credits for
System Energy.

      The  cumulative  liabilities and actual decommissioning  expenses
recorded in 1995 by the System companies were as follows:

                    Cumulative        1995         1995           Cumulative
                Liabilities as of    Trust    Decommissioning  Liabilities as of
                December 31, 1994   Earnings     Expenses      December 31, 1995
                                         (In Millions)
                                                                             
ANO 1 and ANO 2       $137.4          $13.9         $17.7            $169.0
River Bend              22.2            1.4           8.1              31.7
Waterford 3             28.2            1.7           7.5              37.4
Grand Gulf 1            31.9            2.1           5.4              39.4
                      ------          -----         -----            ------
                      $219.7          $19.1         $38.7            $277.5
                      ======          =====         =====            ======

      In 1994 and 1993, ANO's decommissioning expense was $12.2 million
and  $11.0 million, respectively; River Bend's decommissioning  expense
was  $3.0 million, respectively; Waterford 3's decommissioning  expense
was  $4.8  million and $4.0 million, respectively; and Grand  Gulf  1's
decommissioning   expense   was  $5.2   million   and   $4.9   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  staff  of  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 generating stations 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 was  issued
in  February 1996 would be effective in 1997.  The proposed SFAS  would
require  measurement of the liability for closure and removal of  long-
lived  assets  (including decommissioning) based on  discounted  future
cash flows.  Those future cash flows should be determined by estimating
current  costs and adjusting for inflation, efficiencies  that  may  be
gained  from  experience with similar activities, and consideration  of
reasonable  future advances in technology.  It also would require  that
changes  in  the decommissioning/closure cost liability resulting  from
changes  in  assumptions  should  be recognized  with  a  corresponding
adjustment  to  the  plant asset, and depreciation  should  be  revised
prospectively.   The proposed SFAS stated that the initial  recognition
of  the decommissioning/closure cost liability would result in an asset
that  should  be  presented with other plant  costs  on  the  financial
statements  because the cost of decommissioning/closing  the  plant  is
recognized  as part of the total cost of the plant asset.  In  addition
there   would  be  a  regulatory  asset  recognized  on  the  financial
statements to the extent the initial decommissioning/closure  liability
has  increased due to the passage of time, and such costs are  probable
of future recovery.

      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 will be used to set up a fund into which contributions from
utilities  and  the federal government will be placed.  AP&L,  GSU,
LP&L,  and System Energy's annual assessments, which will be adjusted
annually  for inflation, are approximately $3.4 million, $0.9  million,
$1.3  million,  and  $1.4 million (in 1995 dollars), respectively,  for
approximately  15 years.  At December 31, 1995, AP&L,  GSU,  LP&L,  and
System  Energy had recorded liabilities of $35.3 million, $6.0 million,
$13.2 million, and $12.8 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 AP&L)

      Cracks  in  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 refueling outage in October 1995.  Beginning
in January 1995, ANO 2's output was reduced 15 megawatts or 1.6% due to
secondary  side  fouling,  tube  plugging,  and  reduction  of  primary
temperature.  During the October 1995 inspection, additional cracks  in
the  tubes were discovered.  The unit may be approaching the limit  for
the  number of steam generator tubes that can be plugged with the  unit
in  operation.  If the currently established limit is reached,  Entergy
Operations could be required during future outages to insert sleeves in
some  of  the  steam  generator tubes  that  were  previously  plugged.
Entergy  Operations is monitoring the development  of  the  cracks  and
assessing various options for the repair or the replacement of ANO  2's
steam  generators.   Certain of these options  could,  in  the  future,
require  significant  capital expenditures  and  result  in  additional
outages.   However, a decision as to the repair or   replacement  of
ANO  2's  steam  generators is not expected  prior  to  1997.   Entergy
Operations  periodically meets with the NRC to discuss the  results  of
inspections  of  the generator tubes, as well as the timing  of  future
inspections.

Environmental Issues

(AP&L)

      In  May 1995, AP&L 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  AP&L bears  some  responsibility.   AP&L,
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.  Regardless of the  outcome,  AP&L  does  not
believe  this  matter  would have a materially adverse  effect  on  its
financial condition or results of operations.

(GSU)

    GSU  has  been  designated as a PRP for  the  clean-up  of  certain
hazardous waste disposal sites.  GSU 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 GSU and others for damages  caused  by  the
disposal  of hazardous waste and for asbestos-related disease allegedly
resulting from exposure on GSU premises.  While the amounts at issue in
the  clean-up  efforts and suits may be substantial, GSU believes  that
its  results  of  operations  and  financial  condition  will  not   be
materially  adversely affected by the outcome of  the  suits.   Through
December 31, 1995, $7.9 million has been expended on the clean-up.   As
of  December 31, 1995, a remaining recorded liability of $21.7  million
existed  relating to the clean-up of five sites at which GSU  has  been
designated a PRP.

(LP&L)

     During 1993, the LDEQ issued new rules for solid waste regulation,
including  regulation of wastewater impoundments.  LP&L 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 $10.6  million
existed at December 31, 1995, for wastewater upgrades and closures  to
be completed in 1996.  Cumulative expenditures relating to the upgrades
and  closures  of  wastewater impoundments were  $5.6  million  as  of
December 31, 1995.

City Franchise Ordinances (NOPSI)

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


NOTE 9.   LEASES

General

      As  of  December  31,  1995, the System 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

Year                               Entergy           AP&L              GSU
                                                (In Thousands)

1996                             $   29,054      $   11,126       $   12,475
1997                                 24,653           8,293           12,475
1998                                 24,634           8,293           12,475
1999                                 24,610           8,294           12,475
2000                                 22,872           6,987           12,049
Years thereafter                    113,421          41,708           69,331
Minimum lease payments              239,244          84,701          131,280
Less:  Amount
  representing interest              87,284          34,360           47,921 
                                  ---------      ----------       ----------
Present value of net
 minimum lease payments           $ 151,960      $   50,341       $   83,359
                                  =========      ==========       ==========

                            Operating Leases
                                                         
Year                        Entergy       AP&L         GSU         LP&L
                                            (In Thousands)
                                                                           
1996                      $   76,866  $   36,498   $   12,871  $     4,820
1997                          66,009      29,460       12,566        4,369
1998                          65,914      29,047       16,499        4,256
1999                          63,198      27,304       16,499        3,990
2000                          59,760      25,722       16,326        3,846
Years thereafter             214,577      71,272       60,518        1,905
                           ---------   ---------    ---------   ----------
Minimum lease payments     $ 546,324   $ 219,303    $ 135,279   $   23,186
                           =========   =========    =========   ==========

      Rental  expense  for  the System leases (excluding  nuclear  fuel
leases   and   the  sale  and  leaseback  transactions)   amounted   to
approximately $67.8 million, $64.8 million, and  $62.7 million in 1995,
1994,  and   1993, respectively.  These amounts include $27.7  million,
$26.4  million,  and  $23.2  million,  respectively,  for  AP&L,  $15.1
million,  $15.3 million, and $31.9 million, respectively for  GSU,  and
$14.8 million, $12.1 million, and $6.6 million, respectively, for LP&L.

Nuclear Fuel Leases

     AP&L, GSU, LP&L, and System Energy each has arrangements to lease
nuclear  fuel in an aggregate amount up to $395 million as of  December
31,  1995. 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  LP&L's  and  GSU's
case, the consent of the lenders.  The credit agreements for AP&L, GSU,
LP&L,  and  System  Energy have been extended and now have  termination
dates of December 1998, December 1998, January 1999, and February 1999,
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 System in 1995, 1994, and 1993 was
$153.5  million  (including interest of $22.1 million), $163.4  million
(including  interest of $27.3 million), and $145.8  million  (excluding
GSU   and   including   interest  of  $20.5   million),   respectively.
Specifically,  in  1995,  1994,  and 1993,  AP&L's  expense  was  $46.8
million, $56.2 million, and $69.7 million (including interest  of  $6.7
million, $7.5 million, and $10.6 million), respectively; GSU's  expense
was $41.4 million, $37.2 million, and $43.6 million (including interest
of $6.0 million, $8.7 million, and $10.2 million), respectively; LP&L's
expense  was $30.8 million, $32.2 million, and $39.9 million (including
interest   of   $3.7   million,  $4.3  million,  and   $4.9   million),
respectively; System Energy's expense was $34.5 million, $37.8 million,
and  $36.2  million (including interest of $5.7 million, $6.8  million,
and $5.1 million), respectively.

Sale and Leaseback Transactions

Waterford 3 Lease Obligations  (LP&L)

      On  September 28, 1989, LP&L 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.  LP&L is leasing back the interests
on  a  net  lease basis over an approximate 28-year basic  lease  term.
LP&L 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, LP&L has  an  option  to
renew  the  lease or to repurchase the undivided interests in Waterford
3.

      Interests  were acquired from LP&L 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  LP&L
will be sufficient to service such debt.

      LP&L  did  not  exercise its option to repurchase  the  undivided
interests  in  Waterford 3 in September 1994.  As a  result,  LP&L  was
required  to  provide  collateral for the  equity  portion  of  certain
amounts payable by LP&L 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  LP&L  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 LP&L), LP&L 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  LP&L,  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, 1995, LP&L's total  equity
capital   (including   preferred   stock)   was   48.7%   of   adjusted
capitalization and its fixed charge coverage ratio was 3.29.

      As  of  December 31, 1995, LP&L had future minimum lease payments
(reflecting an overall implicit rate of 8.76%) in connection  with  the
Waterford 3 sale and leaseback transactions as follows (in thousands):

1996                                           $     35,165
1997                                                 39,805
1998                                                 41,447
1999                                                 50,530
2000                                                 47,510
Years thereafter                                    628,704
                                                -----------
Total                                               843,161
Less: Amount representing interest                  489,561
                                                -----------
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 8 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 $85.8 million and $78.5 million as of December  31,
1995, and 1994, respectively.

      As  of December 31, 1995, System Energy had future minimum  lease
payments  (reflecting  an  implicit  rate  of  7.02%  after  the  above
refinancing) as follows (in thousands):

1996                                            $     42,753
1997                                                  42,753
1998                                                  42,753
1999                                                  42,753
2000                                                  42,753
Years thereafter                                     760,067
                                                 -----------
Total                                                973,832
Less: Amount representing interest                   473,832
                                                 -----------
Present value of net minimum lease payments      $   500,000
                                                 ===========

NOTE  10.   POSTRETIREMENT  BENEFITS (Entergy Corporation,  AP&L,  GSU,
LP&L, MP&L, NOPSI, and System Energy)

Pension Plans

      The  System  companies have various postretirement benefit  plans
covering  substantially all of their 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  System Companies' non-bargaining employees  were  generally
included  in  a  plan sponsored by the System company where  they  were
employed.   However,  NOPSI  was a participating  employer  in  a  plan
sponsored  by LP&L.  Effective January 1, 1995, these employees  became
participants  in a new plan with provisions substantially identical  to
their previous plan.

     Total 1995, 1994, and 1993 pension cost of Entergy Corporation and
its  subsidiaries  (excluding GSU for 1993 for the Entergy  Corporation
total),   including   amounts  capitalized,  included   the   following
components (in thousands):

<TABLE>
<CAPTION>
             1995                                                                                          System
                                  Entergy      AP&L         GSU        LP&L        MP&L        NOPSI       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                  $  26,557   $   8,117   $    (919) $      808   $   1,030    $   2,288   $   1,173
                                  =========   =========   =========  ==========   =========    =========   =========
</TABLE>
<TABLE>
<CAPTION>



             1994                                                                                        System
                                 Entergy      AP&L         GSU        LP&L        MP&L        NOPSI      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>
<TABLE>
<CAPTION>

             1993                                                                                                System
                                 Entergy        AP&L         GSU          LP&L           MP&L       NOPSI        Energy
<S>                                <C>         <C>           <C>         <C>          <C>          <C>          <C>
Service cost - benefits earned     $ 21,760    $   7,940     $ 10,417    $   4,900    $   2,409    $   1,387    $   2,045
  during the period
Interest cost on projected           53,371       21,744       17,643       14,684        8,583        2,422        1,709
  benefit obligation
Actual return on plan assets        (81,708)     (31,984)     (43,400)     (26,533)     (15,053)           -       (3,828)
Net amortization and deferral        27,261       10,531       14,863        8,712        5,325          (49)         972
                                   --------    ---------  -----------    ---------    ---------    ---------   ----------
Net pension cost                   $ 20,684    $   8,231  $      (477)   $   1,763    $   1,264    $   3,760   $      898
                                   ========    =========  ===========    =========    =========    =========   ==========
</TABLE>

      The  funded  status  of Entergy's various  pension  plans  as  of
December 31, 1995 and 1994 was (in thousands):
<TABLE>
<CAPTION>

               1995                                                                             System
                                    Entergy    AP&L       GSU      LP&L      MP&L      NOPSI    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 asset (liability)   ($37,765) ($26,535) ($50,875) ($11,630)  ($5,118)  ($9,029)  ($2,321)
                                   =========  ========  ========  ========  ========   =======   =======
</TABLE>
<TABLE>
<CAPTION>

               1994                                                                             System
                                    Entergy    AP&L       GSU      LP&L      MP&L      NOPSI    Energy
<S>                                <C>        <C>       <C>       <C>       <C>        <C>       <C>
Actuarial present value of
  accumulated pension
  plan obligation:
    Vested                          $851,194  $238,769  $273,509  $154,927   $94,978   $26,291   $13,305
    Nonvested                          6,479     1,797     1,502       795       299        41       986
                                   ---------  --------  --------  --------  --------   -------   -------
Accumulated benefit obligation       857,673   240,566   275,011   155,722    95,277    26,332    14,291
                                   ---------  --------  --------  --------  --------   -------   -------
Plan assets at fair value          1,014,430   283,437   313,035   198,724   117,853    18,180    33,285
Projected benefit obligation         999,153   283,256   290,802   178,895   109,250    33,738    27,239
                                   ---------  --------  --------  --------  --------   -------   -------
Plan assets in excess of              15,277       181    22,233    19,829     8,603   (15,558)    6,046
  (less than) projected benefit
  obligation
Unrecognized prior service cost       25,501     6,568    13,720     4,881     4,198     2,291     1,242
Unrecognized transition asset        (54,209)  (16,350)  (14,324)  (19,653)   (8,752)   (1,159)   (6,484)
Unrecognized net loss (gain)          (9,332)  (12,453)  (73,423)  (16,677)   (8,138)    5,779    (1,952)
Other                                   -         -         -       (1,584)     -        1,584      -
                                   ---------  --------  --------  --------  --------   -------   -------
Accrued pension asset (liability)   ($22,763) ($22,054) ($51,794) ($13,204)  ($4,089)  ($7,063)  ($1,148)
                                   =========  ========  ========  ========  ========   =======   =======
</TABLE> 

      The  significant  actuarial assumptions  used  in  computing  the
information  above for 1995, 1994, and 1993 (only 1995  and  1994  with
respect  to GSU being included in the Entergy Corporation total),  were
as  follows:  weighted average discount rate, 7.5% for 1995,  8.5%  for
1994,  and  7.5% for 1993, weighted average rate of increase in  future
compensation levels, 4.6% for 1995, 5.1% for 1994 and 5.6% (5% for GSU)
for 1993; and expected long-term rate of return on plan assets, 8.5%  .
Transition assets of the System are being amortized over the greater of
the remaining service period of active participants or 15 years.

     In 1994, GSU  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

      The  System companies also provide 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 the System companies.

      Effective  January 1, 1993, Entergy adopted SFAS  106.   The  new
standard  required a change from a cash method to an accrual method  of
accounting  for  postretirement  benefits  other  than  pensions.   The
Operating Companies, other than MP&L and NOPSI,  continue to fund these
benefits on a pay-as-you-go basis.  During 1994, pursuant to regulatory
directives,  MP&L and NOPSI began to fund their postretirement  benefit
obligation.   These  assets are invested in 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 GSU) and for GSU, respectively.  Such  obligations
are being amortized over a 20-year period beginning in 1993.

      The Operating Companies have sought approval, in their respective
regulatory  jurisdictions,  to  implement  the  appropriate  accounting
requirements  related to SFAS 106 for ratemaking  purposes.   AP&L  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.  MP&L is expensing its SFAS 106
costs, which are reflected in rates pursuant to an order from the  MPSC
in  connection with MP&L's formulary incentive-rate plan (see Note  2).
The  LPSC ordered GSU and LP&L 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.  NOPSI is expensing its
SFAS  106 costs.  Pursuant to resolutions adopted in November  1993  by
the  Council  related to the Merger, NOPSI's SFAS 106 expenses  through
October  31,  1996,  will  be allowed by the Council  for  purposes  of
evaluating  the  appropriateness of NOPSI's  rates.   Pursuant  to  the
PUCT's May 26, 1995, amended order, GSU is currently collecting its SFAS
106 costs in rates.

      Total  1995, 1994 and 1993 postretirement benefit cost of Entergy
Corporation  and  its  subsidiaries  (excluding  GSU  for  the  Entergy
Corporation   total  for  1993),  including  amounts  capitalized   and
deferred, included the following components (in thousands):

<TABLE>
<CAPTION>
              
              1995              
                                    Entergy      AP&L         GSU        LP&L        MP&L        NOPSI
<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      AP&L         GSU        LP&L        MP&L        NOPSI
<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
Actual return on plan assets              -           -           -           -           -           -
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>
<TABLE>
<CAPTION>
             1993             
                                   Entergy       AP&L         GSU        LP&L        MP&L        NOPSI
<S>                               <C>         <C>         <C>         <C>        <C>         <C>
Service cost - benefits earned    $   7,751   $   2,366   $   5,467   $   2,083  $      812  $      822
  during the period           
Interest cost on APBO                19,394       6,427       9,976       4,749       2,400       4,248
Actual return on plan assets            (71)        (71)          -           -           -           -
Net amortization and deferral        12,071       3,954       6,402       2,971       1,502       2,678
                                   --------    --------    --------   ---------   ---------   ---------
Net postretirement benefit cost    $ 39,145    $ 12,676    $ 21,845   $   9,803   $   4,714   $   7,748
                                   ========    ========    ========   =========   =========   =========
</TABLE>

     The funded status of Entergy's postretirement plans as of December
31, 1995 and 1994, was (in thousands):
<TABLE> 
<CAPTION>

                  1995
                                            Entergy      AP&L      GSU       LP&L      MP&L      NOPSI
<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 liability   ($145,846) ($22,090) ($27,654) ($15,203)  ($1,763)     $874
                                           =========  ========  ========  ========   =======   =======
</TABLE>
<TABLE>
<CAPTION>
                  1994         
                                           Entergy     AP&L       GSU      LP&L      MP&L      NOPSI
<S>                                         <C>        <C>       <C>       <C>       <C>       <C>
Actuarial present value of accumulated
  postretirement benefit obligation:
    Retirees                                $186,570   $49,291   $39,695   $38,401   $15,531   $38,059
    Other fully eligible participants         58,330     9,876    26,069     8,550     4,293     3,351
    Other active participants                 52,324    12,204    13,445     9,695     3,561     3,551
                                           ---------  --------  --------  --------   -------   -------
Accumulated benefit obligation               297,224    71,371    79,209    56,646    23,385    44,961
Plan assets at fair value                      9,733     -         -         -         2,949     6,784
                                           ---------  --------  --------  --------   -------   -------
Plan assets less than APBO                  (287,491)  (71,371)  (79,209)  (56,646)  (20,436)  (38,177)
Unrecognized transition obligation           217,275    71,160   115,232    53,488    27,035    48,217
Unrecognized net loss (gain)                 (58,178)  (16,272)  (57,410)   (8,253)   (8,636)  (10,057)
                                           ---------  --------  --------  --------   -------   -------
Accrued postretirement benefit liability   ($128,394) ($16,483) ($21,387) ($11,411)  ($2,037)     ($17)
                                           =========  ========  ========  ========   =======   =======
</TABLE>

     The assumed health care cost trend rate used in measuring the APBO
of  the  System companies was 8.4% for 1996, 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 the System companies, as of  December  31,
1995, by 11.3% (AP&L-11.8%, GSU-10.4%, LP&L-11.8%, MP&L-12.2% and NOPSI-
10.0%),  and  the  sum  of  the  service  cost  and  interest  cost  by
approximately 14.1% (AP&L-15.0%, GSU-12.8%, LP&L-14.4%, MP&L-14.4%  and
NOPSI-12.8%).  The assumed discount rate and rate of increase in future
compensation used in determining the APBO were 7.5% for 1995, 8.5%  for
1994  and 7.5% for 1993, and 4.6% for 1995, 5.1% for 1994 and 5.5%  (5%
for GSU) for 1993, respectively.  The expected long-term rate of return
on plan assets was 8.5% for 1995.

NOTE  11.  RESTRUCTURING COSTS  (Entergy Corporation, AP&L, GSU,  LP&L,
MP&L, and NOPSI)

      The  restructuring programs announced by Entergy in 1994 and 1995
included  anticipated  reductions in the number of  employees  and  the
consolidation of offices and facilities.  The programs are designed  to
reduce  costs, improve operating efficiencies, and increase shareholder
value  in  order to enable Entergy to become a low-cost producer.   The
balances   as  of  December  31,  1994,  and  1995,  for  restructuring
liabilities associated with these programs are shown below  by  company
along with the actual termination benefits paid under the programs.

                  Restructuring                                 Restructuring
                 Liability as of    Additional     Payments    Liability as of
                    December 31,      1995         Made in       December 31,
Company                1994          Charges        1995           1995
                                        (In Millions)

AP&L                   $12.2           $16.2        ($20.1)          $8.3
GSU                      6.5            13.1         (14.2)          $5.4
LP&L                     6.8             6.4         (11.0)          $2.2
MP&L                     6.2             2.9          (6.6)          $2.5
NOPSI                    3.4             0.2          (3.0)          $0.6
Other                      -             9.6          (4.4)          $5.2
                       -----           -----        ------          -----
Total                  $35.1           $48.4        ($59.3)         $24.2
                       =====           =====        ======          =====

      The restructuring charges shown above primarily included employee
severance  costs  related to the expected termination of  approximately
2,750  employees  in various groups.  As of December  31,  1995,  2,100
employees  had either been terminated or accepted voluntary  separation
packages under the restructuring plan.

      Additionally, the System recorded $24.3 million in 1994 (of which
$23.8  million  was  recorded  by  GSU)  for  remaining  severance  and
augmented   retirement  benefits  related  to   the   Merger.    Actual
termination  benefits paid under the program during  1995  amounted  to
$21.6  million.  During that same period, adjustments to the allocation
of  the  total  liability  were made among the  System  companies.   At
December  31,  1995, the total remaining System liability for  expected
future  Merger-related outlays was $2.8 million, comprised  principally
of GSU's liability of $2.3 million.


NOTE 12.  TRANSACTIONS WITH AFFILIATES (AP&L, GSU, LP&L, MP&L, NOPSI,
and System Energy)

      The  various Operating Companies purchase electricity from and/or
sell  electricity  to  other Operating Companies,  System  Energy,  and
Entergy  Power  (in the case of AP&L) under rate schedules  filed  with
FERC.   In addition, the Operating 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 AP&L, LP&L, MP&L, and NOPSI.

      The tables below contain the various affiliate transactions among
the Operating Companies and System Entergy (in millions).

                             Intercompany Revenues

                                                               System
             AP&L     GSU       LP&L       MP&L      NOPSI     Energy
                                                              
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
1993       $ 175.8   $   -     $ 4.8     $ 40.7    $   2.5    $ 650.8

                        Intercompany Operating Expenses

                                                                     System
            AP&L(1)        GSU        LP&L       MP&L      NOPSI     Energy

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
1993        $ 323.2      $  25.5    $ 322.0   $  360.5  $  176.3    $  12.3

 (1)  Includes $31.0 million in 1995, $25.7 million in 1994, and $16.8
      million in 1993 for power purchased from Entergy Power.
     
        Operating Expenses Paid or Reimbursed to Entergy Operations

                                                     System
                AP&L          GSU        LP&L        Energy

1995        $    189.8     $ 129.1     $ 122.6     $  116.9
1994        $    221.2     $ 210.2     $ 152.5     $  179.6
1993        $    226.3     $     -     $ 118.9     $  151.3

       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 $51.5 million in 1995, $26.4 million in 1994,  and  $32.8
million in 1993.


NOTE 13.  ENTERGY CORPORATION-GSU MERGER

      On December 31, 1993, Entergy Corporation and GSU consummated the
Merger.   GSU  became a wholly owned subsidiary of Entergy  Corporation
and  continues to operate as an electric utility corporation under  the
regulation  of FERC, the SEC, the PUCT, and the LPSC.  As consideration
to GSU's shareholders, Entergy Corporation paid $250 million and issued
56,695,724  shares of its common stock in exchange for the  114,055,065
outstanding shares of GSU common stock.  In addition, $33.5 million  of
transaction costs were capitalized in connection with the Merger.  Note
1  describes the accounting for the acquisition adjustment recorded  in
connection with the Merger.

      The  pro forma combined revenues, net income, earnings per common
share  before  extraordinary  items, cumulative  effect  of  accounting
changes, and earnings per common share of Entergy Corporation presented
below  give  effect to the Merger as if it had occurred at  January  1,
1992.    This  unaudited  pro  forma  information  is  not  necessarily
indicative  of the results of operations that would have  occurred  had
the  Merger been consummated for the period for which it is being given
effect.

                                             Years Ended December 31
                                                 1993        1992
                                    (In Thousands, Except Per Share Amounts)

  Revenues                                    $6,286,999  $5,850,973
  Net income                                  $  595,211  $  521,783
  Earnings per average common share
   before extraordinary items and
   cumulative effect of accounting changes    $     2.10  $     2.26
  Earnings per average common share           $     2.57  $     2.24


NOTE 14.  BUSINESS SEGMENT INFORMATION

      NOPSI  supplies electric and natural gas services  in  the  City.
NOPSI's segment information follows:
<TABLE>
<CAPTION>
                                   1995                  1994                 1993
                            Electric     Gas     Electric     Gas     Electric     Gas
                                                   (In Thousands)
<S>                         <C>        <C>       <C>        <C>       <C>        <C>
Operating revenues          $394,394   $80,276   $360,430   $87,357   $423,830   $90,992
Revenue from sales to
unaffiliated customers (1)  $391,977   $80,276   $358,369   $87,357   $421,343   $90,992
Operating income
 before income taxes        $ 61,092   $ 9,638   $ 23,976   $ 9,387   $ 72,572   $11,412
Operating income            $ 43,489   $ 7,405   $ 22,358   $ 7,403   $ 52,046   $ 7,706
Net utility plant           $204,407   $65,236   $209,901   $67,875   $211,776   $63,803
Depreciation expense        $ 15,858   $ 3,290   $ 15,743   $ 3,310   $ 14,308   $ 2,976
Construction expenditures   $ 21,729   $ 6,107   $ 16,997   $ 5,780   $ 19,774   $ 5,039

</TABLE>

(1)  NOPSI's  intersegment transactions are not material (less than  1%
     of sales to unaffiliated customers).


NOTE 15.  SUBSEQUENT EVENT (UNAUDITED)

Acquisition of CitiPower (Entergy Corporation)

      On January 5, 1996, Entergy Corporation finalized its acquisition
of  CitiPower,  an  electric  distribution utility  serving  Melbourne,
Australia.   Entergy  Corporation made an  equity  investment  of  $294
million  in CitiPower and the remainder of the total purchase price  of
approximately  $1.2  billion  was  made  up  of  new  CitiPower   debt.
CitiPower  has 234,500 customers, the majority of which are  commercial
customers.


NOTE 16.  QUARTERLY FINANCIAL DATA (UNAUDITED)
           (Entergy  Corporation,  AP&L, GSU, LP&L,  MP&L,  NOPSI,  and
System Energy)

      The  business  of the System is subject to seasonal  fluctuations
with  the  peak  period occurring during the third quarter.   Operating
results for the four quarters of 1995 and 1994 were:
<TABLE>
<CAPTION>

Operating Revenues
                                                                                    System
                     Entergy      AP&L      GSU(a)     LP&L      MP&L    NOPSI(d)  Energy(e)
                                             (In Thousands)
<S>                <C>          <C>       <C>        <C>       <C>       <C>       <C>
1995:
  First Quarter    $1,333,768   $339,596  $399,346   $353,462  $193,579  $108,886  $151,664
  Second Quarter    1,555,381    412,164   479,609    406,576   236,120   112,666   158,632
  Third Quarter     1,959,428    530,448   540,287    529,457   259,223   146,720   144,758
  Fourth Quarter    1,425,851    366,025   442,732    385,380   200,921   106,398   150,585
1994:
  First Quarter     1,404,779    371,091   429,658    384,296   185,687   117,088   147,847
  Second Quarter    1,587,558    414,901   456,855    442,113   230,580   124,402   151,219
  Third Quarter     1,829,214    470,770   545,531    502,926   257,496   133,574   150,949
  Fourth Quarter    1,155,570    333,980   365,321    381,080   186,082    72,723    24,948

</TABLE>
<TABLE>
<CAPTION>

Operating Income (Loss)
                                                                                    System
                  Entergy  AP&L(b)(c)  GSU(a)(b)    LP&L(c)    MP&L(c) NOPSI(c)(d) Energy(e)
                                    (In Thousands)
<S>               <C>        <C>        <C>         <C>        <C>       <C>        <C>
1995:
  First Quarter   $234,560   $29,682    $47,371     $69,317    $22,270   $10,863    $60,072
  Second Quarter   333,825    67,367     88,778      85,970     32,792    12,500     61,290
  Third Quarter    445,975    94,076    113,531     125,168     41,789    21,085     57,663
  Fourth Quarter   205,378    26,806     54,749      51,814     19,821     6,446     57,270
1994:
  First Quarter    253,870    44,674     58,561      68,668     18,715     6,459     64,342
  Second Quarter   325,935    59,581     83,357      80,686     33,828    17,880     65,779
  Third Quarter    336,611    56,163     64,853      99,824     23,675    15,941     65,869
  Fourth Quarter   152,325    56,215      6,880      93,942     19,539   (10,519)   (24,223)

</TABLE>
<TABLE>
<CAPTION>

Net Income (Loss)
                                                                                       System
                 Entergy(f) AP&L(b)(c)(f) GSU(a)(b)   LP&L(c)    MP&L(c) NOPSI(c)(d)  Energy(e)
                                    (In Thousands)
<S>               <C>          <C>        <C>         <C>         <C>       <C>        <C>
1995:
  First Quarter   $90,392      $10,714     $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       39,559      7,819      19,574      9,087     2,591      23,306
1994:
  First Quarter    70,735       26,388     11,043      37,096      6,249     1,813      21,549
  Second Quarter  144,337       41,763     33,084      48,353     21,653    13,812      25,212
  Third Quarter   143,198       36,630    (31,662)     67,029     10,856    11,933      24,934
  Fourth Quarter  (16,429)      37,482    (95,220)     61,361     10,021   (14,347)    (66,288)

</TABLE>

(a)See Note 2 for information regarding the recording of a reserve for
   rate refund in December 1994.
(b)See Note 11 for information regarding the recording of certain
   restructuring costs in 1994 and 1995.
(c)See  Note  3  for  information regarding the  write-off  of  certain
   unamortized  deferred investment tax credits in the  fourth  quarter
   of 1994.
(d)See  Note  2 for information regarding credits and refunds  recorded
   in 1994 as a result of the 1994 NOPSI Settlement.
(e)See  Note  2  for information regarding the recording of refunds  in
   connection with the FERC Settlement in November 1994.
(f)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.

Earnings (Loss) per Average Common Share (Entergy Corporation)

                                  1995         1994
          
          First Quarter           $0.40       $ 0.31
          Second  Quarter         $0.71       $ 0.63
          Third Quarter           $1.16       $ 0.63
          Fourth Quarter (f)      $0.02       $(0.07)
<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, AP&L,  GSU,  LP&L,
MP&L, or NOPSI.


                              PART III

Item 10.  Directors and Executive Officers of the Registrants.

      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 to
be  filed in connection with its Annual Meeting of Stockholders to be
held May 17, 1996, and is incorporated herein by reference.

<PAGE>
<TABLE>
<CAPTION>

<S>                      <C> <C>                                      <C>
         Name            Age              Position                       Period

Officers                                                              

Edwin Lupberger(a)       59  Chairman of the Board, Chief             1985-Present
                              Executive Officer, President, and
                              Director of  Entergy Corporation
                             Chairman of the Board and Chief          1993-Present
                              Executive Officer of AP&L, LP&L,
                              MP&L, and NOPSI
                             Chairman of the Board, Chief             1994-Present
                              Executive Officer and Director of
                              GSU
                             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 Entergy       1991-Present
                              Services
                             Chief Executive Officer of Entergy       1993-Present
                              Power,  Entergy Power Development
                              Corporation, and Entergy-Richmond
                              Power Corporation
                             Chief Executive Officer of Entergy       1994-Present
                              Pakistan, Ltd. and Entergy Power
                              Asia, Ltd.
                             Chief Executive Officer of Entergy       1995-Present
                              EDEGEL I, Inc., EP EDEGEL, Inc.,
                              Entergy Power Development
                              International Corporation, Entergy
                              Power Holding I, Ltd., 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, Entergy
                              Yacyreta I, Inc., EPG Cayman
                              Holding I, EPG Cayman Holding II
                             President of Entergy Corporation         1995-Present
                             President of Entergy Services and        1994-Present
                              Entergy Enterprises
                             Director of AP&L, LP&L, MP&L,            1986-Present
                              NOPSI, and System Energy
                             Director of Entergy Operations and       1994-Present
                              Entergy Services
                             Director of Entergy Enterprises          1984-Present
                             Chairman of the Board of Entergy         1990-1993
                              Power
                             Chief Executive Officer of Entergy       1991-1994
                              Enterprises
                             President of Entergy Corporation         1985-1991
                             President of Entergy Services and        1990-1991
                              Entergy Enterprises
                             Director of System Fuels                 1986-1992
                                                                      

Jerry L. Maulden         59  Vice Chairman of Entergy                 1995-Present
                              Corporation
                             Vice Chairman and Chief Operating        1993-Present
                              Officer of AP&L, GSU, LP&L, MP&L,
                              and NOPSI
                             Vice Chairman of Entergy Services        1992-Present
                             Director of AP&L                         1979-Present
                             Director of GSU                          1993-Present
                             Director of LP&L and NOPSI               1991-Present
                             Director of MP&L                         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 AP&L            1989-1993
                             Chairman of the Board and Chief          1991-1993
                              Executive Officer of LP&L and
                              NOPSI
                             Chairman of the Board and Chief          1989-1993
                              Executive Officer of MP&L
                             Chief Executive Officer of AP&L          1979-1993
                             President and Chief Operating            1993-1995
                              Officer of Entergy Corporation
                             Senior Vice President, System            1988-1991
                              Executive -
                                Arkansas/Mississippi/Missouri
                              Division 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
                             Director of Entergy Enterprises          1984-1991
                                                                       
Jerry D. Jackson         51  Executive Vice President -               1994-Present
                              Marketing and External Affairs of
                              Entergy Corporation
                             Executive Vice President -               1995-Present
                              Marketing and External Affairs of
                              AP&L, GSU, LP&L, MP&L, and NOPSI
                             Executive Vice President -               1994-Present
                              Marketing and External Affairs of
                              Entergy Services
                             Director of AP&L, LP&L, MP&L, and        1992-Present
                              NOPSI
                             Director of GSU                          1994-Present
                             Director of Entergy Services             1990-Present
                             President and Chief Administrative       1992-1994
                              Officer of Entergy Services
                             President of Entergy Enterprises         1991-1992
                             Executive Vice President - Finance       1990-1994
                              and External Affairs of Entergy
                              Corporation
                             Executive Vice President - Finance       1992-1994
                              and External Affairs and Secretary
                              of AP&L, LP&L, MP&L, and NOPSI
                             Executive Vice President - Finance       1993-1994
                              and External Affairs of GSU
                             Executive Vice President - Finance       1990-1992
                              and External Affairs of Entergy
                              Services
                             Secretary of Entergy Corporation         1991-1994
                             Secretary of GSU                         1994-1995
                             Director of System Energy                1993-1995
                             Director of Entergy Power and            1990-1992
                              Entergy Enterprises
                                                                       
Donald  C. Hintz         53  Executive Vice President and Chief       1994-Present
                              Nuclear Officer of Entergy
                              Corporation
                             Executive Vice President - Nuclear       1994-Present
                              of AP&L, GSU, and LP&L
                             Chief Executive Officer and              1992-Present
                              President of System Energy and
                              Entergy Operations
                             Director of AP&L, LP&L, MP&L,            1992-Present
                              System Energy, System Fuels, and
                              Entergy Services
                             Director of GSU                          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 of       1990-1994
                              AP&L
                             Senior Vice President - Nuclear of       1993-1994
                              GSU
                             Senior Vice President - Nuclear of       1992-1994
                              LP&L
                             President of Entergy Operations          1992-1992
                             Director of NOPSI                        1992-1994
                             Chief Operating Officer and              1990-1992
                              Executive Vice President of
                              Entergy Operations
                             Group Vice President - Nuclear of        1990-1992
                              LP&L
                                                                       
Gerald D. McInvale       52  Executive Vice President and Chief       1995-Present
                              Financial Officer of Entergy
                              Corporation, Entergy Services,
                              AP&L, GSU, LP&L, MP&L, NOPSI,
                              System Energy, Entergy
                              Enterprises, Entergy Operations,
                              System Fuels Inc., Entergy Systems
                              and Services, GSG&T, Prudential
                              Oil & Gas, Southern Gulf Railway,
                              and Varibus Corporation
                             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 Entergy EDEGEL I,
                              Inc., EP EDEGEL, Inc., Entergy
                              Power Development International
                              Corporation, Entergy Power Holding
                              I, Ltd., 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, Entergy
                              Yacyreta I, Inc., EPG Cayman
                              Holding I, EPG Cayman Holding II
                             Vice President, Treasurer, and           1993-Present
                              Director of Entergy Power
                             Treasurer of Entergy Enterprises         1992-Present
                             Director of AP&L, GSU, LP&L, MP&L,       1995-Present
                              NOPSI, 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 Systems and          1993-Present
                              Service, Inc.
                             Chairman of the Board of Entergy         1994-1995
                              Systems and Service, Inc.
                             Senior Vice President and Chief          1991-1995
                              Financial Officer of Entergy
                              Corporation, AP&L, LP&L, MP&L,
                              NOPSI, System Energy, Entergy
                              Operations, Entergy Services, and
                              Entergy Enterprises
                             Senior Vice President and Chief          1993-1995
                              Financial Officer of GSU
                             Senior Vice President and Chief          1994-1995
                              Financial Officer of System Fuels
                             Director and Acting Chief Operating      1994-1995
                              Officer of Entergy Enterprises
                             President - Executive Information        1990-1991
                              Strategies, (consulting firm),
                              Dallas, Texas
                                                                       
Michael G. Thompson      55  Senior Vice President and General        1992-Present
                              Counsel of Entergy Corporation and
                              Entergy Services
                             Senior Vice President and General        1995-Present
                              Counsel of AP&L, GSU, LP&L, MP&L,
                              and NOPSI
                             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 EDEGEL I,
                              Inc., Entergy Power Marketing
                              Corporation, Entergy Power
                              Operations Holding Ltd., Entergy
                              Yacyreta I, Inc., and
                              EP EDEGEL, Inc.
                             Senior Vice President, Secretary,        1995-Present
                              and Director of Entergy Power
                              Development International
                              Corporation, Entergy Power Holding
                              I, Ltd., 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, and EPG Cayman Holding II
                             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 Systems and Service, Inc.
                             Secretary of Entergy Corporation         1994-Present
                             Secretary of AP&L, GSU, LP&L, MP&L,      1995-Present
                              and NOPSI
                             Director of Entergy Systems and          1992-Present
                              Service, Inc.
                             Senior Vice President, Chief Legal       1993-1994
                              Officer, Director and Secretary of
                              Entergy Power
                             Assistant Secretary of Entergy           1993-1994
                              Corporation
                             Senior Partner of Friday, Eldredge       1987-1992
                              & Clark (law firm)
                                                                       
S. M. Henry Brown, Jr.   57  Vice President - Federal                 1989-Present
                              Governmental Affairs of Entergy
                              Corporation and Entergy Services
                                                                       
Charles L. Kelly         59  Vice President - Corporate               1992-Present
                              Communications and Public
                              Relations of Entergy Corporation
                             Vice President - Corporate               1991-Present
                              Communications and Public
                              Relations of Entergy Services
                             Vice President - Corporate               1981-1991
                              Communications of AP&L
                                                                       
William J. Regan, Jr.    49  Vice President and Treasurer of          1995-Present
                              Entergy Corporation, AP&L, GSU,
                              LP&L, MP&L, NOPSI, System Energy,
                              Entergy Operations, Entergy
                              Services, System Fuels Inc.,
                              GSG&T, Prudential Oil & Gas,
                              Southern Gulf Railway, and Varibus
                              Corporation
                             Assistant Secretary of System Fuels      1995-Present
                              Inc., GSG&T, Prudential Oil & Gas,
                              Southern Gulf Railway, and Varibus
                              Corporation
                             Senior Vice President and Corporate      1989-1995
                              Treasurer of United Services
                              Automobile Association
                                                                       
Louis E. Buck, Jr.       47  Vice President and Chief Accounting      1995-Present
                              Officer of Entergy Corporation,
                              AP&L, GSU, LP&L, MP&L, NOPSI,
                              System Energy, Entergy Operations,
                              and Entergy Services
                             Assistant Secretary of AP&L, GSU,        1995-Present
                              LP&L, MP&L, NOPSI, Entergy
                              Operations, and Entergy Services
                             Vice President and Chief Financial       1992-1995
                              Officer of North Carolina Electric
                              Membership Corporation
                             Manager of Finance of Texas              1988-1992
                              Utilities Services (public
                              utility)


ARKANSAS POWER & LIGHT COMPANY
                                                                                     
Directors                                                                            

Michael B. Bemis(b)     48   Executive Vice President - Customer      1992-Present
                              Service and Director of AP&L,
                              LP&L, and  MP&L
                             Executive Vice President - Customer      1993-Present
                              Service of GSU
                             Executive Vice President - Customer      1992-Present
                              Service of NOPSI and Entergy
                              Services
                             Director of GSU                          1994-Present
                             Director of System Fuels                 1992-Present
                             Director of Varibus Corporation,         1994-Present
                              Prudential Oil & Gas, Inc., GSG&T,
                              Inc., and Southern Gulf Railway
                              Company
                             President and Chief Operating            1992-1992
                              Officer of LP&L and NOPSI
                             President and Chief Operating            1989-1991
                              Officer of MP&L
                             Director of NOPSI                        1992-1994
                             Secretary of MP&L                        1991-1991
                                                                       
Donald C. Hintz         53   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                       
Jerry D. Jackson        51   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                       
R. Drake Keith          60   President and Director of AP&L           1989-Present
                             Chief Operating Officer of AP&L          1989-1992
                             Secretary of AP&L                        1991-1992
                                                                       
Edwin Lupberger         59   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                       
Jerry L. Maulden        59   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                       
Gerald D. McInvale      52   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
Officers                                                              

Edwin Lupberger         59   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                       
Jerry L. Maulden        59   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                       
R. Drake Keith          60   See the information under the AP&L        
                              Directors Section above,
                              incorporated herein by reference.
                                                                       
Michael B. Bemis        48   See the information under the AP&L        
                              Directors Section above,
                              incorporated herein by reference.
                                                                       
Jerry D. Jackson        51   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                       
Frank F. Gallaher       50   Chairman of the Board of System          1992-Present
                              Fuels
                             Chairman of the Board and Director       1993-Present
                              of Varibus Corporation, Prudential
                              Oil & Gas, Inc., GSG&T, Inc., and
                              Southern Gulf Railway Company
                             President of GSU                         1994-Present
                             Executive Vice President - Fossil        1993-Present
                              Operations of AP&L, LP&L, MP&L,
                              NOPSI, and Entergy Services
                             Director of GSU                          1993-Present
                             Director of Entergy Services and         1992-Present
                              System Fuels
                             Senior Vice President - Fossil           1992-1993
                              Operations of AP&L, LP&L, MP&L,
                              NOPSI, and Entergy Services
                             Vice President - System Planning of      1990-1992
                              Entergy Services
                                                                       
Donald C. Hintz         53   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                       
Gerald D. McInvale      52   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                       
Michael G. Thompson     55   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                       
Michael R. Niggli       46   Senior Vice President - Marketing        1993-Present
                              of AP&L, GSU, LP&L, MP&L, NOPSI,
                              and Entergy Services
                             Vice President - Customer Services       1993-1993
                              of LP&L, NOPSI, and Entergy
                              Services
                             Vice President - Strategic Planning      1990-1992
                              of Entergy Services
                             Vice President and Director of           1991-1992
                              Entergy Enterprises
                                                                       
Cecil L. Alexander      60   Vice President - Governmental            1991-Present
                              Affairs of AP&L
                             Vice President - Public Affairs of       1989-1991
                              AP&L
                                                                       
Richard J. Landy        50   Senior Vice President and Chief          1995-Present
                              Administrative Officer of AP&L,
                              EOI, Entergy Services, GSU, LP&L,
                              MP&L, and NOPSI
                             Vice President - Human Resources         1991-Present
                              and Administration of AP&L, LP&L,
                              MP&L, NOPSI, Entergy Services, and
                              EOI
                             Vice President - Human Resources         1993-Present
                              and Administration of GSU
                             Vice President - Human Resources         1990-1991
                              and Administration of Entergy
                              Operations
                                                                       
James S. Pilgrim        60   Vice President - Customer Service        1994-Present
                              of AP&L
                             Director, Central Region, TDCS           1993-1994
                              Customer Service
                             Central Division Manager of MP&L         1991-1993
                             Northern Division Manager of MP&L        1988-1991
                                                                       
William J. Regan, Jr.   49   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                       
Louis E. Buck, Jr.      47   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                       
C. Hiram Walters        59   Vice President - Customer Service        1993-Present
                              of AP&L
                             Vice President - Customer Service        1994-Present
                              of LP&L
                             Vice President - Customer Service,       1993-Present
                              Central Region of Entergy Services
                             Senior Vice President - Customer         1991-1992
                              Service of Entergy Services
                             Vice President - Customer Service        1984-1991
                              of MP&L

GULF STATES UTILITIES COMPANY

Directors                                                              

Michael B. Bemis        48   See the information under the AP&L        
                              Directors Section above,
                              incorporated herein by reference.
                                                                       
Frank F. Gallaher       50   See the information under the AP&L        
                              Officers Section above,
                              incorporated herein by reference.
                                                                       
Donald C. Hintz         53   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                       
Jerry D. Jackson        51   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Edwin Lupberger         59   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                       
Jerry L. Maulden        59   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                        
Gerald D. McInvale      52   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
Officers                                                               

Edwin Lupberger         59   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                        
Jerry L. Maulden        59   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                        
Frank F. Gallaher       50   See the information under the AP&L         
                              Officers Section above,
                              incorporated herein by reference.
                                                                        
Michael B. Bemis        48   See the information under the AP&L         
                              Directors Section above,
                              incorporated herein by reference.
                                                                        
Jerry D. Jackson        51   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                        
Donald C. Hintz         53   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                        
Gerald D. McInvale      52   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                        
Michael G. Thompson     55   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                        
Michael R. Niggli       46   See the information under the AP&L         
                              Officers Section above,
                              incorporated herein by reference.
                                                                        
Richard J. Landy        50   See the information under the AP&L         
                              Officers Section above,
                              incorporated herein by reference.
                                                                        
William E. Colston      60   Vice President - Customer Service        1994-Present
                              of GSU
                             Vice President - Customer Service        1993-Present
                              of LP&L
                             Vice President - Customer Service        1993-Present
                              of Southern Region of Entergy
                              Services
                             Vice President - Division Manager        1988-1991
                              of LP&L
                             Regional Director of LP&L                1992-1993
                                                                        
Calvin J. Hebert        61   Vice President - Customer Service        1993-Present
                              of GSU
                             Senior Vice President - Division         1992-1993
                              Operations of GSU
                             Senior Vice President - External         1986-1992
                              Affairs of GSU
                                                                        
Karen Johnson           51   Vice President - Governmental            1994-Present
                              Affairs of GSU - Texas
                             Executive Director of State Bar of       1990-1994
                              Texas (state agency)
                                                                        
William J. Regan, Jr.   49   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                        
Louis E. Buck, Jr.      47   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

LOUISIANA POWER & LIGHT COMPANY

Directors                                                                

Michael B. Bemis        48   See the information under the AP&L          
                              Directors Section above,
                              incorporated herein by reference.
                                                                         
John J. Cordaro         62   President and Director of LP&L and       1992-Present
                              NOPSI                                   
                              Group Vice President - External         1989-1992
                              Affairs of LP&L and NOPSI
                                                                         
Donald C. Hintz         53   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                         
Jerry D. Jackson        51   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                         
Edwin Lupberger         59   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                         
Jerry L. Maulden        59   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                         
Gerald D. McInvale      52   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
Officers                                                                

Edwin Lupberger         59   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                         
Jerry L. Maulden        59   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                         
John J. Cordaro         62   See the information under the LP&L          
                              Directors Section above,
                              incorporated herein by reference.
                                                                         
Michael B. Bemis        48   See the information under the AP&L          
                              Directors Section above,
                              incorporated herein by reference.
                                                                         
Jerry D. Jackson        51   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                         
Frank F. Gallaher       50   See the information under the AP&L          
                              Officers Section above,
                              incorporated herein by reference.
                                                                         
Donald C. Hintz         53   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                         
Gerald D. McInvale      52   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                         
Michael G. Thompson     55   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
                                                                         
Michael R. Niggli       46   See the information under the AP&L          
                              Officers Section above,
                              incorporated herein by reference.
                                                                         
Richard C. Guthrie      53   Vice President - Governmental            1992-Present
                              Affairs of LP&L and NOPSI
                             Vice President - Public Affairs of       1986-1992
                              LP&L and NOPSI

Richard J. Landy        50   See the information under the AP&L          
                              Officers Section above,
                              incorporated herein by reference.

James D. Bruno          56   Vice President - Customer Service        1994-Present
                              of LP&L and NOPSI
                             Vice President - Metro Region of         1993-Present
                              Entergy Services
                             Vice President - Division Manager -      1988-1991
                              Orleans Division of Entergy
                              Services
                             Region Director - Metro Region of        1991-1993
                              Entergy Services

William E. Colston      60   See the information under the GSU           
                              Officers Section above,
                              incorporated herein by reference.

William J. Regan, Jr.   49   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Louis E. Buck, Jr.      47   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

C. Hiram Walters        59   See the information under the AP&L          
                              Officers Section above,
                              incorporated herein by reference.

MISSISSIPPI POWER & LIGHT COMPANY

Directors                                                                

Michael B. Bemis        48   See the information under the AP&L          
                              Directors Section above,
                              incorporated herein by reference.

Donald C. Hintz         53   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Jerry D. Jackson        51   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Edwin Lupberger         59   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Jerry L. Maulden        59   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Donald E. Meiners(c)    60   President and Director of MP&L           1992-Present
                             President and Chief Operating            1990-1991
                              Officer of LP&L and NOPSI
                             Chief Operating Officer and              1992-1992
                              Secretary of MP&L

Gerald D. McInvale      52   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Officers                                                                 

Edwin Lupberger         59   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Jerry L. Maulden        59   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Donald E. Meiners       60   See the information under the MP&L          
                              Directors Section above,
                              incorporated herein by reference.

Michael B. Bemis        48   See the information under the AP&L          
                              Directors Section above,
                              incorporated herein by reference.

Jerry D. Jackson        51   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Frank F. Gallaher       50   See the information under the AP&L          
                              Officers Section above,
                              incorporated herein by reference.

Gerald D. McInvale      52   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Michael G. Thompson     55   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Michael R. Niggli       46   See the information under the AP&L          
                              Officers Section above,
                              incorporated herein by reference.

Bill F. Cossar          57   Vice President - Governmental            1987-Present
                              Affairs of MP&L

Johnny D. Ervin         46   Vice President - Customer Service        1991-Present
                              of MP&L
                             Vice President - Division Manager        1989-1991
                              of LP&L
                             Vice President - Marketing of LP&L       1988-1991
                              and NOPSI
                             Director of Entergy Enterprises          1991-1992

Richard J. Landy        50   See the information under the AP&L          
                              Officers Section above,
                              incorporated herein by reference.

William J. Regan, Jr.   49   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Louis E. Buck, Jr.      47   See the information under the               
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

NEW ORLEANS PUBLIC SERVICE INC.

Directors                                                               

John J. Cordaro         62   See the information under the LP&L         
                              Directors Section above,
                              incorporated herein by reference.

Jerry D. Jackson        51   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Edwin Lupberger         59   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Jerry L. Maulden        59   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Gerald D. McInvale      52   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
Officers                                                                

Edwin Lupberger         59   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Jerry L. Maulden        59   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

John J. Cordaro         62   See the information under the LP&L         
                              Directors Section above,
                              incorporated herein by reference.

Michael B. Bemis        48   See the information under the AP&L         
                              Directors Section above,
                              incorporated herein by reference.

Jerry D. Jackson        51   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Frank F. Gallaher       50   See the information under the AP&L         
                              Officers Section above,
                              incorporated herein by reference.

Gerald D. McInvale      52   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Michael G. Thompson     55   See the information under the              
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Michael R. Niggli       46   See the information under the AP&L         
                              Officers Section above,
                              incorporated herein by reference.

Richard C. Guthrie      53   See the information under the LP&L         
                              Officers Section above,
                              incorporated herein by reference.

Daniel F. Packer        48   Vice President - Regulatory and           1994-Present
                              Governmental Affairs of NOPSI
                             General Manager - Plant Operations        1991-1994
                              at Waterford 3
                             Manager - Operations and                  1990-1991
                              Maintenance at Waterford 3

Richard J. Landy        50   See the information under the AP&L                             
                              Officers Section above,
                              incorporated herein by reference.

James D. Bruno          56   See the information under the LP&L                             
                              Officers Section above,
                              incorporated herein by reference.

William J. Regan, Jr.   49   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Louis E. Buck, Jr.      47   See the information under the     
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

SYSTEM ENERGY RESOURCES, INC.

Directors                                                              

Donald C. Hintz         53   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Edwin Lupberger         59   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Jerry L. Maulden        59   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Gerald D. McInvale      52   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.
Officers                                                              

Edwin Lupberger         59   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Donald C. Hintz         53   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Gerald D. McInvale      52   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

William J. Regan, Jr.   49   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Louis E. Buck, Jr.      47   See the information under the             
                              Entergy Corporation Officers
                              Section above, incorporated herein
                              by reference.

Joseph  L. Blount       49   Secretary of System Energy and            1991-Present
                              Entergy Operations
                             Vice President Legal and External         1990-1993
                              Affairs of Entergy Operations
                             Assistant Secretary for System            1987-1991
                              Energy
                             Assistant Secretary for Entergy           1990-1991
                              Operations
                                                                       
</TABLE>

(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 System company  is
elected  yearly to serve until the first Board Meeting following  the
Annual  Meeting of Stockholders or until a successor is  elected  and
qualified.   Annual meetings are currently expected  to  be  held  as
follows:

     Entergy Corporation - May 17, 1996
     AP&L - May 13, 1996
     GSU - May 13, 1996
     LP&L - May 13, 1996
     MP&L - May 13, 1996
     NOPSI - May 13, 1996
     System Energy - May 13, 1996

      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)  of the Exchange Act and Section  17(a)  of  the
Public  Utility Holding Company Act of 1935, as amended, require  the
Corporation's officers, directors and persons who own more  than  10%
of  a registered class of the Corporation's equity securities to file
reports  of  ownership  and  changes  in  ownership  concerning   the
securities of the Corporation and its subsidiaries with the  SEC  and
to furnish the Corporation with copies of all Section 16(a) and 17(a)
forms   they  file.   Terry  L.  Ogletree,  an  officer  of   Entergy
Enterprises,  Inc.,  filed  a  Form  3  in  March  of   1995,   which
inadvertently  failed to report ownership of 5,000 restricted  shares
of the Corporation's stock.  This has now been correctly reported.

Item 11.  Executive Compensation

                         ENTERGY CORPORATION
                                  
     Information called for by this item concerning the directors and
officers  of  Entergy  Corporation and  the  Personnel  Committee  of
Entergy  Corporation's  Board of Directors is  set  forth  under  the
headings "Executive Compensation" and "Personnel Committee Interlocks
and  Insider  Participation" contained  in  the  Proxy  Statement  of
Entergy Corporation to be filed in connection with its Annual Meeting
of  Stockholders  to  be held on May 17, 1996, which  information  is
incorporated herein by reference.

           AP&L, GSU, LP&L, MP&L, NOPSI, AND SYSTEM ENERGY
                                  
                     Summary Compensation Table
                                  
      The  following table includes the Chief Executive Officers  and
the  four other most highly compensated executive officers in  office
as  of  December 31, 1995 at AP&L, GSU, LP&L, MP&L, NOPSI, and System
Energy.  This determination was based on total annual base salary and
bonuses  (including  bonuses  of  an extraordinary  and  nonrecurring
nature)  from  all System sources earned by each officer  during  the
year  1995.   See Item 10, "Directors and Executive Officers  of  the
Registrants,"  incorporated herein by reference, for  information  on
the  principal positions of the executive officers named in the table
below.

AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy

      As  shown  in Item 10, most executive officers named below  are
employed   by  several  System  companies.   Because  it   would   be
impracticable to allocate such officers' salaries among  the  various
companies,  the table below includes aggregate compensation  paid  by
all System companies.

<TABLE>
<CAPTION>

                                                                           Long-Term Compensation            
                                  Annual Compensation                    Awards             Payouts        

                                                       Other     Restricted  Securities       (b)             (c)
                                            (a)        Annual       Stock    Underlying      LTIP          All Other
         Name          Year     Salary     Bonus    Compensation   Awards      Options      Payouts       Compensation

<S>                    <C>      <C>       <C>          <C>          <C>     <C>             <C>              <C>

Michael B. Bemis       1995     $290,000  $216,909     $22,844      (d)     27,500 shares   $294,282         $27,607
                       1994      288,846    76,923      32,940      (d)      2,500            28,275          22,982
                       1993      258,538   161,142      62,372      (d)      2,500            50,125          74,619
                                                                                                                    
Joseph L. Blount       1995     $119,185   $43,645     $15,842      (d)          0 shares   $      0         $15,705
                       1994      115,171    17,064       9,339      (d)          0                 0          12,416
                       1993      109,090         0       4,416      (d)          0                 0          15,926
                                                                                                                    
Donald C. Hintz*       1995     $325,000  $265,049     $13,394      (d)     30,000 shares   $409,414         $23,569
                       1994      320,769   142,749      52,389      (d)      5,000            48,379          23,056
                       1993      265,386   166,560      48,548      (d)      5,000            85,774          24,462
                                                                                                                    
Jerry D. Jackson       1995     $325,000  $256,838     $43,054      (d)     30,000 shares   $422,438         $24,794
                       1994      323,711   106,155      29,598      (d)      5,000            56,550          23,370
                       1993      288,559   217,287      36,166      (d)      6,719           100,250          25,961
                                                                                                                    
Edwin Lupberger**      1995     $700,000  $568,400     $29,624      (d)     60,000 shares   $781,337         $33,142
                       1994      681,539   218,789      39,961      (d)     10,000           139,525          29,457
                       1993      542,077   437,610      20,327      (d)     13,438           248,313          32,957
                                                                                                                    
Jerry L. Maulden       1995     $435,000  $353,220     $26,248      (d)     30,000 shares   $422,438         $28,504
                       1994      426,134   135,962      63,994      (d)      5,000            56,550          25,690
                       1993      385,000   286,985      84,655      (d)      5,000           100,250          25,639
                                                                                                                    
Gerald D. McInvale     1995     $255,481  $186,739     $12,525      (d)     27,500 shares   $294,282         $21,263
                       1994      244,165    66,227      14,146      (d)      2,500            28,275          19,581
                       1993      221,696   141,811      48,805      (d)      2,500            50,125          22,667
                                                                                                                    
William J. Regan, Jr.  1995     $120,577   $54,727     $21,141      (d)          0          $      0         $14,633
                                                                                                                    
</TABLE>                                              

 *   Chief Executive Officer of System Energy.

**   Chief Executive Officer of AP&L, GSU,  LP&L, MP&L, and NOPSI.

(a)  Includes bonuses earned pursuant to the Annual Incentive Plan.

(b)   Amounts include the value of restricted shares that  vested  in
1995,  1994,  and  1993 (see note (d) below)  under Entergy's  Equity
Ownership Plan.

(c)  Includes the following:

     (1)  1995 employer payments for  Executive Medical Plan premiums
as follows:  Mr. Bemis $3,019;   Mr. Blount $3,019; Mr. Hintz $3,019;
Mr.  Jackson  $3,019; Mr. Lupberger $3,019; Mr. Maulden  $3,019;  Mr.
McInvale $3,019; Mr. Regan $2,013.

      (2)   1995  benefit  accruals under  the  Defined  Contribution
Restoration  Plan  as follows: Mr. Bemis $4,200;  Mr.  Hintz  $5,250;
Mr.  Jackson $5,250;  Mr. Lupberger $16,500;  Mr. Maulden $8,550; Mr.
McInvale $3,164.

      (3)  1995 employer contributions to the System Savings Plan  as
follows: Mr. Bemis $4,500; Mr. Blount $3,576; Mr. Hintz $4,500;   Mr.
Jackson  $4,500;   Mr.  Lupberger $4,500;  Mr. Maulden  $4,500;   Mr.
McInvale  $4,500; Mr. Regan $877.

       (4)    1995   reimbursements  under  the  Executive  Financial
Counseling  Program  as follows: Mr. Bemis      $2,625;  Mr.  Jackson
$1,225; Mr. Lupberger $3,100; Mr. Maulden $2,715; Mr. McInvale  $680.

      (5)  1995 payments for personal use under the Private Ownership
Vehicle  Plan as follows: Mr. Bemis $9,900; Mr. Blount  $7,200;   Mr.
Hintz  $10,800;  Mr.  Jackson $10,800;  Mr.  Lupberger  $6,023;   Mr.
Maulden $9,720; Mr. McInvale  $9,900; Mr. Regan $4,800.

      (6)   1995 earnings under the Entergy Stock Investment Plan  as
follows: Mr. Bemis $3,363; Mr. Blount $1,910.

      (7)   1995 reimbursements for moving expenses paid to Mr. Regan
in the amount of  $6,943.

(d)   There were no restricted stock awards in 1995 under the  Equity
Ownership  Plan.  At December 31, 1995, the number and value  of  the
aggregate restricted stock holdings were as follows: Mr. Bemis: 4,000
shares,  $117,000; Mr. Hintz: 5,429 shares, $158,798;   Mr.  Jackson:
5,500 shares, $160,875;  Mr. Lupberger: 10,900 shares, $318,825;  Mr.
Maulden:  5,500  shares,  $160,875; and Mr. McInvale:  4,000  shares,
$117,000.  Accumulated  dividends are paid on restricted  stock  when
vested.   The  value of stock for which restrictions were  lifted  in
1995,  and the applicable portion of accumulated cash dividends,  are
reported in the LTIP Payouts column in the above table.  The value of
restricted  stock  awards as of December 31, 1995 are  determined  by
multiplying the total number of shares awarded by the closing  market
price  of  Entergy  Corporation common stock on the  New  York  Stock
Exchange  Composite  Transactions on December 29,  1995  ($29.25  per
share).

                                  
                        Option Grants in 1995
                                  
      The following table summarizes option grants during 1995 to the
executive  officers  named in the Summary Compensation  Table  above.
The  absence, in the table below, of any named officer indicates that
no options were granted to such officer.

AP&L, GSU, LP&L, MP&L, NOPSI, and System Entergy

<TABLE>
<CAPTION>

                                 Individual Grants                        Potential Realizable
                                % of Total                            
                                  Options                                     Value
                     Number of    Granted                                at Assumed Annual
                     Securities     to        Exercise                     Rates of Stock
                     Underlying  Employees     Price                     Price Appreciation
                      Options       in         (per       Expiration     for Option Term(c)
       Name           Granted      1995        share)        Date         5%           10%
<S>                 <C>           <C>       <C>             <C>        <C>        <C>
Michael B. Bemis     2,500 (a)     0.8%     $23.375 (a)     1/26/05    $ 36,751   $   93,134
                    25,000 (b)     7.9%      20.875 (b)     3/31/05     328,204      831,734

Donald C. Hintz      5,000 (a)     1.6%      23.375 (a)     1/26/05      73,502      186,269
                    25,000 (b)     7.9%      20.875 (b)     3/31/05     328,204      831,734

Jerry D. Jackson     5,000 (a)     1.6%      23.375 (a)     1/26/05           0            0
                    25,000 (b)     7.9%      20.875 (b)     3/31/05     328,204      831,734

Edwin Lupberger     10,000 (a)     3.2%      23.375 (a)     1/26/05     147,004      372,537
                    50,000 (b)    15.9%      20.875 (b)     3/31/05     656,409    1,663,469

Jerry L. Maulden     5,000 (a)     1.6%      23.375 (a)     1/26/05      73,502      186,269
                    25,000 (b)     7.9%      20.875 (b)     3/31/05     328,204      831,734

Gerald D. McInvale   2,500 (a)     0.8%      23.375 (a)     1/26/05      36,751       93,134
                    25,000 (b)     7.9%      20.875 (b)     3/31/05     328,204      831,734

</TABLE>

 (a) Options were granted on January 26, 1995, 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 26, 1995.  These options became exercisable on July 26, 1995.

(b)   Options were granted on March 31, 1995, 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
March   31,   1995.   These  options  will  become   exercisable   on
March 31, 1998.

  (c)  Calculation  based  on  the market  price  of  the  underlying
securities  over  a ten-year period assuming annual compounding.  The
column  presents  estimates  of  potential  values  based  on  simple
mathematical  assumptions.  The actual value, if  any,  an  executive
officer may realize is dependent upon the market price on the date of
option exercise.

Aggregated Option Exercises in 1995 and December 31, 1995 Option
Values

      The  following table summarizes the number and value of options
exercised during 1995, as well as the number and value of unexercised
options,  as  of  December 31, 1995, held by the  executive  officers
named in the Summary Compensation Table above.

<TABLE>
<CAPTION>
                                                            Number of                         
                                                      Securities Underlying          Value of Unexercised
                                                       Unexercised Options           In-the-Money Options
                    Shares Acquired      Value       as of December 31, 1995       as of December 31, 1995(b)
       Name           on Exercise     Realized(a)   Exercisable  Unexercisable     Exercisable  Unexercisable
<S>                   <C>             <C>             <C>              <C>           <C>          <C>                  
Michael B. Bemis          0           $       0       10,000           25,000        58,750       $209,375
Donald C. Hintz           0                   0       17,500           25,000        29,375        209,375
Jerry D. Jackson      5,000              21,817       14,411           25,000             0        209,375
Edwin Lupberger           0                   0       38,824           50,000        58,750        418,750
Jerry L. Maulden          0                   0       20,000           25,000        29,375        209,375
Gerald D. McInvale        0                   0       10,000           25,000        14,688        209,375

</TABLE>

(a)   Based  on  the  difference between the  closing  price  of  the
Corporation's  Common Stock on the New York Stock Exchange  Composite
Transactions  on  the exercise date of November  17,  1995,  and  the
option exercise price.

(b)   Based  on  the  difference between the  closing  price  of  the
Corporation's  Common Stock on the New York Stock Exchange  Composite
Transactions on December 29, 1995, and the option exercise price.


                         Pension Plan Tables

AP&L, GSU, LP&L, MP&L, NOPSI, 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 officers of AP&L, GSU, LP&L, MP&L, NOPSI  and
System  Energy  participate in a Retirement Income  Plan  (a  defined
benefit  plan)  that provides a benefit for employees  at  retirement
from  the  System  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, 1995, is represented by the salary column in  the
Summary Compensation Table above.

     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,  AP&L, GSU, LP&L, MP&L, NOPSI, 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
amount  equal  to  the  benefit payable under the  Retirement  Income
Plans,  without  regard to the limitations, less the amount  actually
payable under the Retirement Income Plans.

      Effective  January  1,  1995, the System  Companies  Retirement
Income  Plans were amended to transfer assets and related liabilities
to  a  single  Entergy  Corporation  Retirement  Plan  for  all  non-
bargaining unit employees.  Each Retirement Income Plan (except  GSU)
was  amended effective February 1, 1991, to provide a minimum accrued
benefit  as  of that date to any employee who was vested as  of  that
date.  For purposes of calculating such minimum accrued benefit, each
eligible employee was deemed to have had an additional five years  of
service and age as of that date.  The additional years of age did not
count  toward  eligibility for early retirement, but served  only  to
reduce  the early retirement discount factor for those employees  who
were at least age 50 as of that date.

      The  credited years of service under the Retirement Income Plan
(without  giving  effect  to  the five additional  years  of  service
credited  pursuant  to  the February 1, 1991 amendment  as  discussed
above)  as of December 31, 1995, for the following executive officers
named  in  the Summary Compensation Table above were: Mr.  Bemis  13;
Mr. Blount 11; and Mr. Maulden 30.

      The  credited years of service under the respective  Retirement
Income  Plan,  as amended, as of December 31, 1995 for the  following
executive  officers  named in the Summary Compensation  Table,  as  a
result  of entering into supplemental retirement agreements, were  as
follows:  Mr.  Hintz  24;  Mr. Jackson  16;  Mr.  Lupberger  32;  and
Mr. McInvale 23.

     In addition to the Retirement Income Plan discussed above, AP&L,
LP&L,  MP&L, NOPSI, 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  AP&L,  LP&L, MP&L, NOPSI,  and  System  Energy.   The
participant may receive from the appropriate System 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
executive  officers  of AP&L, LP&L, MP&L, NOPSI,  and  System  Energy
named  in  the  Summary Compensation Table (except  for  Mr.  Blount,
Mr.  McInvale  and  Mr.  Regan) have entered into  PRP  participation
contracts.  Current estimates indicate that the annual payments to  a
named executive officer under the above plans would be less than  the
payments to that officer under the System Executive Retirement Plan.

                                        
                                        
                  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).  AP&L, GSU, LP&L, MP&L,  NOPSI,  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 executive  officers
(except   Mr.  Blount) named in the Summary Compensation Table  above.
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,  1995)  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 "Pension
Plan  Tables-Retirement Income Plan Table" section.   Mr.  Bemis,  Mr.
Jackson,  and  Mr.  McInvale have 23 years, 22 years,  and  14  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
the System 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 that, without the specific consent of  the
System  company for which such participant was last employed,  he  may
take  no  employment  after retirement with  any  entity  that  is  in
competition  with,  or similar in nature to, AP&L,  GSU,  LP&L,  MP&L,
NOPSI,  and  System Energy or any affiliate thereof.  Eligibility  for
benefits is forfeitable for various reasons, including violation of an
agreement  with  AP&L,  GSU,  LP&L, MP&L, NOPSI,  and  System  Energy,
resignation of employment, or termination for cause.

      In  addition  to  the  non-bargaining unit employees  Retirement
Income  Plan  discussed above, GSU 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 GSU  or
by  vested benefits payable by the participants' former employers, GSU
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 1/2 of the participant's average final
compensation  rate, with 1/2 of such benefit upon  the  death  of  the
participant being payable to a surviving spouse for life.

      GSU  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
                                   
       AP&L, GSU, LP&L, MP&L, NOPSI, 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 AP&L, LP&L, MP&L,  and  NOPSI
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 GSU 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 will  be  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 GSU pays the remaining
two-thirds.  Years of service as an advisory director are included  in
calculating these benefits.


  Employment Contracts and Termination of Employment and Change-in-
                         Control Arrangements
                                   
GSU

     On January 18, 1991, GSU established an Executive Continuity Plan
for  elected  and appointed officers providing for severance  benefits
equal to 2.99 times the officer's annual compensation upon termination
of  employment  for reasons other than cause or upon a resignation  of
employment for good reason within two years after a change in  control
of GSU.  Benefits are prorated if the officer is within three years of
normal  retirement  age (65) at termination of employment.   The  plan
further  provides for continued participation in medical, dental,  and
life  insurance programs for three years following termination  unless
such  benefits  are  available from a subsequent employer.   The  plan
provides  for outplacement assistance to aid a terminated  officer  in
securing  another  position.   Upon  consummation  of  the  Merger  on
December 31, 1993, GSU made a one time contribution of $16,330,693  to
a  trust  equivalent to the then present value of the maximum benefits
which might be payable under the plan.  As of  December 31, 1995,  the
balance in the trust had been reduced to $7,678,628.   If and  to  the
extent  outstanding  benefits are not paid to  the  participants,  the
balance in the trust will be returned to GSU.

     As a result of the Merger, GSU 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 AP&L, GSU, LP&L, MP&L, NOPSI,  and  System
Energy  executive  officers  was set by  the  Personnel  Committee  of
Entergy  Corporation's Board of Directors for 1995.   No  officers  or
employees  of  such companies participated in deliberations concerning
compensation  during  1995.   The  Personnel  Committee   of   Entergy
Corporation's  Board  of  Directors is set  forth  under  the  heading
"Report of Personnel Committee on Executive Compensation" contained in
the  Proxy  Statement of Entergy Corporation to be filed in connection
with  its Annual Meeting of Stockholders to be held May 17, 1996,  and
is incorporated herein by reference.


Item  12.   Security  Ownership  of  Certain  Beneficial  Owners   and
Management

      Entergy Corporation owns 100% of the outstanding common stock of
registrants  AP&L,  GSU, LP&L, MP&L, NOPSI, 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  common
stock is included under the heading "Voting Securities Outstanding" in
the  Proxy  Statement of Entergy Corporation to be filed in connection
with its Annual Meeting of Stockholders to be held May 17, 1996, 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  executive officers named  in  the  Summary
Compensation Table above, and the directors and officers  as  a  group
for  Entergy  Corporation, AP&L, GSU, LP&L, MP&L,  NOPSI,  and  System
Energy,  respectively, beneficially owned directly or  indirectly  the
cumulative preferred stock of an Operating Company and common stock of
Entergy Corporation as indicated:

<TABLE>
<CAPTION>

                                          As of December 31, 1995
                                                         Entergy Corporation
                                                            Common Stock
                              Preferred Stock(a)        Amount and Nature
                             Amount and Nature of         of Beneficial
                            Beneficial Ownership(b)        Ownership(b)
                              Sole                       Sole           
                             Voting                     Voting        Other   
                              and         Other          and        Beneficial
                           Investment   Beneficial    Investment     Ownership
            Name            Power(c)     Ownership     Power(c)    (d)(e)(f)(g)

<S>                         <C>             <C>         <C>          <C>
Entergy Corporation         
W. Frank Blount*              -                 -         3,734          -
John A. Cooper, Jr.*        6,000 (a)           -         6,334          -
Lucie J. Fjeldstad*           -                 -         2,684          -
Dr. Norman C. Francis*        -                 -         1,000          -
Donald C. Hintz**             -                 -        40,451       50,151
Kaneaster Hodges, Jr.*        -                 -         3,517          -
Jerry D. Jackson**            -                 -        40,290       48,148
Robert v.d. Luft*             -                 -         2,984          -
Edwin Lupberger***            -                 -        83,552      111,381 (h)(i)
Jerry L. Maulden**            -                 -        77,924       61,816
Gerald D. McInvale**          -                 -        37,005       39,920
Adm. Kinnaird R. McKee*       -                 -         2,167          -
Paul W. Murrill*              -                 -         2,754          -
James R. Nichols*             -                 -         4,179          -
Eugene H. Owen*               -             3,500 (a)     2,392          -
John N. Palmer, Sr.*          -                 -        15,000          -
Robert D. Pugh*               -                 -         6,000       10,000 (i)
H. Duke Shackelford*          -                 -         8,750        3,950 (i)
Wm. Clifford Smith*           -                 -         4,670          -
Bismark A. Steinhagen*        -                 -         7,037          -
All directors and executive                                          
  officers                  6,000           3,500       371,483      371,631
                                                                    
AP&L                                                            
Michael B. Bemis**            -                 -        38,793       44,907
Donald C. Hintz**             -                 -        40,451       50,151
Jerry D. Jackson**            -                 -        40,290       48,148
R. Drake Keith***             -                 -         7,535       12,570
Edwin Lupberger**             -                 -        83,552      111,381 (h)(i)
Jerry L. Maulden**            -                 -        77,924       61,816
All directors and executive                                          
  officers                    -                 -       416,735      495,796
                                                                             
                                                               
GSU                                                             
Michael B. Bemis**            -                 -        38,793       44,907
Frank F. Gallaher***          -                 -        37,958       42,616
Donald C. Hintz**             -                 -        40,451       50,151
Jerry D. Jackson**            -                 -        40,290       48,148
Edwin Lupberger**             -                 -        83,552      111,381 (h)(i)
Jerry L. Maulden**            -                 -        77,924       61,816
All directors and executive                                          
  officers                    -                 -       403,151      474,665
                                                                     
                                                                     
LP&L                                                                 
Michael B. Bemis**            -                 -        38,793       44,907
John J. Cordaro***            -                 -         3,669       11,785
Donald C. Hintz**             -                 -        40,451       50,151
Jerry D. Jackson**            -                 -        40,290       48,148
Edwin Lupberger**             -                 -        83,552      111,381 (h)(i)
Jerry L. Maulden**            -                 -        77,924       61,816
All directors and executive                                          
  officers                    -                 -       406,074     494,161
                                                                     
MP&L                                                                 
Michael B. Bemis**            -                 -        38,793       44,907
Donald C. Hintz**             -                 -        40,451       50,151
Jerry D. Jackson**            -                 -        40,290       48,148
Edwin Lupberger**             -                 -        83,552      111,381 (h)(i)
Jerry L. Maulden**            -                 -        77,924       61,816
Gerald D. McInvale**          -                 -        37,005       39,920
Donald E. Meiners***          -                 -         3,328       16,546 (j)
All directors and executive                                          
  officers                    -                 -       406,640      493,105
                                                                             
NOPSI                                                                              
Michael B. Bemis**            -                 -        38,793       44,907
John J. Cordaro***            -                 -         3,669       11,785
William D. Hamilton*          -                 -             -        2,208
Jerry D. Jackson**            -                 -        40,290       48,148
Edwin Lupberger**             -                 -        83,552      111,381 (h)(i)
Jerry L. Maulden**            -                 -        77,924       61,816
Gerald D. McInvale**          -                 -        37,005       39,920
All directors and executive                                          
  officers                    -                 -       366,834      438,088
                                                                     
System Energy                                                        
Joseph L. Blount**            -                 -             -        2,619
Donald C. Hintz***            -                 -        40,451       50,151
Jerry D. Jackson*             -                 -        40,290       48,148
Edwin Lupberger**             -                 -        83,552      111,381 (h)(i)
Jerry L. Maulden*             -                 -        77,924       61,816
Gerald D. McInvale**          -                 -        37,005       39,920
William J. Regan              -                 -             -           15
                                                                     
All directors and executive                                          
  officers                    -                 -       279,222      319,114

</TABLE>


  *  Director of the respective Company
 **  Named Executive Officer of the respective Company
***  Officer and Director of the respective Company

(a)   Stock  ownership amounts refer to 6,000 shares of AP&L's  $0.01
Par  Value ($25 liquidation value) Preferred Stock held by the   John
A.  Cooper  Trust, and 3,500 shares of AP&L's $0.01  Par  Value  ($25
liquidation  value)  Preferred Stock held by  Eugene  H.  Owen.   Mr.
Cooper disclaims any personal interest in these shares.

(b)   Based  on  information furnished by the respective individuals.
The ownership amounts shown for each individual and for all directors
and  executive officers as a group do not exceed one percent  of  the
outstanding securities of any class of security so owned.

(c)   Includes  all shares as to which the individual  has  the  sole
voting power and powers of disposition, or power to direct the voting
and disposition.

(d)   Includes, for the named persons, shares of Entergy  Corporation
common  stock  held  in  the Employee Stock  Ownership  Plan  of  the
registrants  as  follows: Michael B. Bemis,  767  shares;  Joseph  L.
Blount, 810 shares; John J. Cordaro, 1,082 shares; Frank F. Gallaher,
1,011  shares;  William  D. Hamilton, 617 shares;  Donald  C.  Hintz,
810 shares; Jerry D. Jackson, 810 shares; R. Drake Keith, 810 shares;
Edwin Lupberger, 886 shares; Jerry L. Maulden, 856 shares; Gerald  D.
McInvale, 118 shares; and Donald E. Meiners, 594 shares.

(e)   Includes, for the named persons, shares of Entergy  Corporation
common  stock  held  in the System Savings Plan  company  account  as
follows:  Michael  B. Bemis, 5,140 shares; Joseph  L.  Blount,  1,809
shares;  John  J.  Cordaro, 2,003 shares; Frank  F.  Gallaher,  3,930
shares;  William  D. Hamilton, 1,591 shares; Donald C.  Hintz,  1,412
shares; Jerry D. Jackson, 2,427 shares; R. Drake Keith, 4,336 shares;
Edwin  Lupberger,  6,771  shares; Jerry L.  Maulden,  10,460  shares;
Gerald  D.  McInvale,  802 shares; Donald E. Meiners,  4,950  shares;
William J. Regan, 15 shares.

(f)   Includes, for the named persons, unvested restricted shares  of
Entergy Corporation common stock held in the Equity Ownership Plan as
follows:  Michael  B.  Bemis, 4,000 shares; John  J.  Cordaro,  1,200
shares;  Frank  F.  Gallaher, 5,175 shares; Donald  C.  Hintz,  5,429
shares;  Jerry D. Jackson, 5,500 shares; R. Drake Keith, 250  shares;
Edwin  Lupberger,  10,900  shares; Jerry L.  Maulden,  5,500  shares;
Gerald D. McInvale, 4,000 shares; and Donald E. Meiners, 250 shares.

(g)   Includes, for the named persons, 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,
35,000  shares;  John  J. Cordaro 7,500 shares;  Frank  F.  Gallaher,
32,500  shares;  Donald C. Hintz, 42,500 shares;  Jerry  D.  Jackson,
39,411  shares; R. Drake Keith, 7,174 shares; Edwin Lupberger, 88,824
shares;  Jerry L. Maulden, 45,000 shares; Gerald D. McInvale,  35,000
shares; and Donald E. Meiners, 10,000 shares.

(h)   Includes 1,500 shares of Entergy Corporation common stock  held
jointly  between  Edwin Lupberger and Ms.  E.  H.  Lupberger.

(i)   Includes, for the named persons, shares of Entergy  Corporation
common  stock held by their spouses.  The named persons disclaim  any
personal interest in these shares as follows:  Edwin Lupberger, 2,500
shares; Robert D. Pugh, 10,000 shares; and H. Duke Shackelford, 3,950
shares.

(j)   Includes  752 shares of Entergy Corporation common  stock  held
jointly with spouse.

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 of Entergy Corporation
to  be filed in connection with its Annual Meeting of Stockholders to
be  held on May 17, 1996, 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,  the
System  companies do not have policies whereby transactions involving
executive  officers and directors of the System  are  approved  by  a
majority of disinterested directors. However, pursuant to the Entergy
Corporation Code of Conduct, transactions involving a System  company
and  its  executive  officers must have prior approval  by  the  next
higher reporting level of that individual, and transactions involving
a  System company and its directors must be reported to the secretary
of the appropriate System 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,  AP&L,  GSU, LP&L, MP&L, NOPSI, and System  Energy  are
      listed  in the Index to Financial Statements (see pages  42  and
      43)

(a)2. Financial Statement Schedules

      Reports   of  Independent  Accountants  on  Financial  Statement
      Schedules (see pages 218 and 219)

      Financial  Statement  Schedules  are  listed  in  the  Index  to
      Financial Statement Schedules (see page S-1)

(a)3. Exhibits

      Exhibits  for Entergy, AP&L, GSU, LP&L, MP&L, NOPSI, 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 and NOPSI

      A  current  report on Form 8-K, dated April 20, 1995, was  filed
      with  the  SEC  on  April 26, 1995, reporting information  under
      Item 5. "Other Events".

     Entergy and GSU

      A  current  report on Form 8-K, dated July 26, 1995,  was  filed
      with  the SEC on July 26, 1995, reporting information under Item
      5. "Other Events".

      A  current report on Form 8-K, dated October 25, 1995, was filed
      with  the  SEC on October 25, 1995, reporting information  under
      Item 5. "Other Events".

<PAGE>

                                EXPERTS


       The  statements  attributed  to  Clark,  Thomas  &  Winters,  a
professional  corporation,  as to legal conclusions  with  respect  to
GSU's  rate  regulation  in  Texas under Item  1.  "Rate  Matters  and
Regulation - Rate Matters - Retail Rate Matters - GSU" and in  Note  2
to   Entergy  Corporation  and  Subsidiaries  Consolidated   Financial
Statements  and  GSU's  Financial  Statements,  "Rate  and  Regulatory
Matters," have been reviewed by such firm and are included herein upon
the authority of such firm as experts.

      The  statements attributed to Sandlin Associates  regarding  the
analysis  of River Bend Construction costs of GSU under Item 1.  "Rate
Matters and Regulation - Rate Matters - Retail Rate Matters - GSU" and
in  Note  2  to  Entergy  Corporation  and  Subsidiaries  Consolidated
Financial  Statements  and  GSU's  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, Jr.
                                      Louis E. Buck, Jr., Vice President
                                      and Chief Accounting Officer

                                      Date: March 11, 1996


      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, Jr.
      Louis E. Buck, Jr.       Vice President and     March 11, 1996
                            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, Jr.                           March 11, 1996
     (Louis E. Buck, Jr., Attorney-in-fact)
                    
                    
<PAGE>                    
                    ARKANSAS POWER & LIGHT COMPANY
                                   
                              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.

                                      ARKANSAS POWER & LIGHT COMPANY


                                      By     /s/ Louis E. Buck, Jr.
                                      Louis E. Buck, Jr., Vice President,
                                      Chief Accounting Officer and 
                                      Assistant Secretary

                                      Date: March 11, 1996


      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, Jr.
    Louis E. Buck, Jr.     Vice President, Chief Accounting    March 11, 1996
                            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, Jr.                           March 11, 1996
     (Louis E. Buck, Jr., Attorney-in-fact)
     

<PAGE>
                     GULF STATES UTILITIES COMPANY
                                   
                              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.


                                      GULF STATES UTILITIES COMPANY



                                      By     /s/ Louis E. Buck, Jr.
                                      Louis E. Buck, Jr., Vice President,
                                      Chief Accounting Officer and 
                                      Assistant Secretary

                                      Date: March 11, 1996



      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, Jr.
 Louis E. Buck, Jr.       Vice President, Chief Accounting   March 11, 1996
                           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, Frank F. Gallaher, Donald C. 
     Hintz, Jerry D. Jackson, and Jerry L. Maulden (Directors).




 By: /s/ Louis E. Buck, Jr.                             March 11, 1996
     (Louis E. Buck, Jr., Attorney-in-fact)

<PAGE>
                    LOUISIANA POWER & LIGHT COMPANY
                                   
                              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.

                                      LOUISIANA POWER & LIGHT COMPANY



                                      By       /s/ Louis E. Buck, Jr.
                                      Louis E. Buck, Jr., Vice President,
                                      Chief Accounting Officer and
                                      Assistant Secretary

                                      Date: March 11, 1996


      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, Jr.
   Louis E. Buck, Jr.      Vice President, Chief Accounting   March 11, 1996
                           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, Jr.                            March 11, 1996
     (Louis E. Buck, Jr., Attorney-in-fact)
     

<PAGE>
                   MISSISSIPPI POWER & LIGHT COMPANY
                                   
                              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.

                                      MISSISSIPPI POWER & LIGHT COMPANY



                                      By  /s/ Louis E. Buck, Jr.
                                      Louis E. Buck, Jr., Vice President,
                                      Chief Accounting Officer and 
                                      Assistant Secretary

                                      Date: March 11, 1996


      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, Jr.
   Louis E. Buck, Jr.        Vice President, Chief Accounting  March 11, 1996
                             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, Jr.                            March 11, 1996
     (Louis E. Buck, Jr., Attorney-in-fact)

<PAGE>
                    NEW ORLEANS PUBLIC SERVICE 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.

                                      NEW ORLEANS PUBLIC SERVICE INC.



                                      By  /s/ Louis E. Buck, Jr.
                                      Louis E. Buck, Jr., Vice President,
                                      Chief Accounting Officer and 
                                      Assistant Secretary

                                      Date: March 11, 1996


      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, Jr.
   Louis E. Buck, Jr.        Vice President, Chief Accounting  March 11, 1996
                             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); John J. Cordaro, Jerry D. Jackson, and Jerry L.
     Maulden (Directors).
     
     
     
     
By: /s/ Louis E. Buck, Jr.                           March 11, 1996
     (Louis E. Buck, Jr., 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, Jr.
                                      Louis E. Buck, Jr., Vice President
                                      and Chief Accounting Officer

                                      Date: March 11, 1996


      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, Jr.
   Louis E. Buck, Jr.          Vice President and     March 11, 1996
                            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, Jr.                             March 11, 1996
     (Louis E. Buck, Jr., 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 registration statement of Entergy Corporation on Form S-
4  (File  Number 33-54298), of our reports dated February 14, 1996,  on
our   audits  of  the  financial  statements  and  financial  statement
schedules of Entergy Corporation as of and for the years ended December
31, 1995 and 1994, which reports include emphasis paragraphs related to
rate-related contingencies and legal proceedings and a 1995  change  of
accounting  method  for  incremental nuclear plant  outage  maintenance
costs  by  one 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 Arkansas  Power  &  Light
Company on Form S-3 (File Numbers 33-36149, 33-48356, 33-50289 and 333-
00103)  of  our reports dated February 14, 1996, on our audits  of  the
financial statements and financial statement schedule of Arkansas Power
&  Light  Company as of and for the years ended December 31,  1995  and
1994,  which  reports  include an emphasis  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  registration
statements  and  the  related Prospectuses  of  Gulf  States  Utilities
Company  on Form S-3 (File Numbers 33-49739 and 33-51181) and Form  S-8
(File  Numbers 2-76551 and 2-98011) of our reports dated  February  14,
1996, on our audits of the financial statements and financial statement
schedule  of Gulf States Utilities Company as of December 31, 1995  and
1994  and  for  the three years ended December 31, 1995, which  reports
include  emphasis  paragraphs  related to  rate-related  contingencies,
legal   proceedings  and  changes  in  accounting  for  income   taxes,
postretirement benefits and unbilled revenue, 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 Louisiana  Power  &  Light
Company  on  Form S-3 (File Numbers 33-46085, 33-39221, 33-50937,  333-
00105,  and 333-01329) of our reports dated February 14, 1996,  on  our
audits of the financial statements and financial statement schedule  of
Louisiana Power & Light Company as of and for the years ended  December
31, 1995 and 1994, 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 Mississippi Power  &  Light
Company  on Form S-3 (File Numbers 33-53004, 33-55826 and 33-50507)  of
our  reports  dated February 14, 1996, on our audits of  the  financial
statements  and  financial statement schedule of  Mississippi  Power  &
Light Company as of and for the years ended December 31, 1995 and 1994,
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 New Orleans Public  Service
Inc.  on  Form S-3 (File Numbers 33-57926 and 333-00255) of our reports
dated  February 14, 1996, on our audits of the financial statement  and
financial statement schedules of New Orleans Public Service Inc. as  of
and  for the years ended December 31, 1995 and 1994, 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 and 33-61189) of our  reports
dated  February 14, 1996, on our audits of the financial statements  of
System  Energy  Resources, Inc. as of and for the years ended  December
31, 1995 and 1994, which are included in this Annual Report on Form 10-
K.


COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
March 8, 1996
                                                       
<PAGE>                                                       
                                                       EXHIBIT 23(b)
                     INDEPENDENT AUDITORS' CONSENT


      We  consent  to  the incorporation by reference in Post-Effective
Amendments Nos. 2, 3, 4A, and 5A on Form S-8 to Registration  Statement
No.  33-54298  of  Entergy Corporation on Form  S-4,  and  the  related
Prospectuses,  of  our reports dated February 11,  1994,  appearing  in
this Annual Report on Form 10-K of Entergy Corporation.

      We also consent to the incorporation by reference in Registration
Statements Nos. 333-00103, 33-36149, 33-48356 and 33-50289 of  Arkansas
Power  &  Light  Company on Form S-3, and the related Prospectuses,  of
our  reports  dated February 11, 1994, appearing in this Annual  Report
on Form 10-K of Arkansas Power & Light Company.

      We also consent to the incorporation by reference in Registration
Statements  Nos. 333-01329, 333-00105, 33-46085, 33-39221 and  33-50937
of  Louisiana  Power  &  Light Company on Form  S-3,  and  the  related
Prospectuses,  of  our reports dated February 11,  1994,  appearing  in
this Annual Report on Form 10-K of Louisiana Power & Light Company.

      We also consent to the incorporation by reference in Registration
Statements Nos. 33-53004, 33-55826 and 33-50507 of Mississippi Power  &
Light  Company  on  Form  S-3,  and the related  Prospectuses,  of  our
reports  dated  February 11, 1994, appearing in this Annual  Report  on
Form 10-K of Mississippi Power & Light Company.

      We also consent to the incorporation by reference in Registration
Statement  Nos.  333-00255 and 33-57926 of New Orleans  Public  Service
Inc.  on  Form  S-3, and the related Prospectuses, of our reports dated
February 11, 1994, appearing in this Annual Report on Form 10-K of  New
Orleans Public Service Inc.

      We also consent to the incorporation by reference in Registration
Statement  Nos. 33-61189 and 33-47662 of System Energy Resources,  Inc.
on  Form  S-3,  and  the  related  Prospectuses,  of  our  reports  dated
February  11,  1994  (November  30,  1994  as  to  Note  2,  "Rate  and
Regulatory  Matters  -  FERC Settlement"),  appearing  in  this  Annual
Report on Form 10-K of System Energy Resources, Inc.



DELOITTE & TOUCHE LLP
New Orleans, Louisiana
March 8, 1996

<PAGE>
                                                       EXHIBIT 23(c)


                                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
Gulf  States  Utilities  Company ("GSU") of  the  statements  of  legal
conclusions   attributed  to  us  herein  (the  Statements   of   Legal
Conclusions)  under  Part  I,  Item 1. Business  -  "Rate  Matters  and
Regulation"  and in the discussion of Texas jurisdictional matters  set
forth  in  Note 2 to GSU's 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  of
Legal  Conclusions have been prepared or reviewed by us (Clark,  Thomas
&  Winters,  a  Professional Corporation).   We  also  consent  to  the
incorporation  by reference in the registration statements  of  GSU  on
Form  S-3  and  Form S-8 (File Numbers 2-76551, 2-98011, 33-49739,  and
33-51181) of such reference and Statements of Legal Conclusions.]



                                        CLARK, THOMAS & WINTERS
                                        A Professional Corporation




Austin, Texas
March 11, 1996
                                                       
<PAGE>                                                       
                                                       EXHIBIT 23(d)


                                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
Gulf  States  Utilities Company ("GSU") 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 GSU's 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 GSU on Form S-3 and Form S-8 (File Numbers  2-76551,  2-
98011, 33-49739 and 33-51181) of such reference and Statements.




                                        SANDLIN ASSOCIATES
                                        Management Consultants

Pasco, Washington
March 11, 1996

<PAGE>
  
  REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES



To the Board of Directors and Shareholders
    of Entergy Corporation

      We  have audited the consolidated financial statements of Entergy
Corporation  and Subsidiaries and the financial statements of  Arkansas
Power  &  Light  Company, Louisiana Power & Light Company,  Mississippi
Power  &  Light  Company, New Orleans Public Service Inc.,  and  System
Energy Resources, Inc. as of and for the years ended December 31,  1995
and  1994,  and  the  financial statements  of  Gulf  States  Utilities
Company  as  of December 31, 1995 and 1994, and for each of  the  three
years  in  the  period  ended December 31, 1995, and  have  issued  our
reports,  included elsewhere in this Form 10-K, thereon dated  February
14,  1996,  which  reports as to Entergy Corporation  and  Gulf  States
Utilities  Company include emphasis paragraphs related to  rate-related
contingencies  and  legal  proceedings, and which  report  as  to  Gulf
States  Utilities  Company includes an emphasis  paragraph  related  to
changes  in  accounting for income taxes, postretirement  benefits  and
unbilled  revenue,  and  which reports as to  Entergy  Corporation  and
Arkansas  Power  & Light Company include an emphasis 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 14, 1996


<PAGE>

     INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES


To the Shareholders and the Board of Directors of
 Entergy Corporation


      We  have audited the consolidated financial statements of Entergy
Corporation  and subsidiaries and the financial statements of  Arkansas
Power  &  Light  Company, Louisiana Power & Light Company,  Mississippi
Power  &  Light  Company, New Orleans Public Service Inc.,  and  System
Energy  Resources, Inc. for the year ended December 31, 1993, and  have
issued our reports thereon dated February 11, 1994, which report as  to
Entergy   Corporation   includes   explanatory   paragraphs    as    to
uncertainties  because  of certain regulatory and  litigation  matters,
and  which  report  as  to  System  Energy  Resources,  Inc.  is  dated
November  30,  1994 as to Note 2, "Rate and Regulatory Matters  -  FERC
Settlement";  such reports are included elsewhere in  this  Form  10-K.
Our  audit  also  included the 1993 financial  statement  schedules  of
these  companies,  listed  in Item 14(a)2.  These  financial  statement
schedules  are  the responsibility of the companies' managements.   Our
responsibility  is to express an opinion based on our  audit.   We  did
not audit the financial statements of Gulf States Utilities Company  (a
consolidated   subsidiary   of   Entergy   Corporation   acquired    on
December  31, 1993), which statements reflect total assets constituting
31%   of  consolidated  total  assets  at  December  31,  1993.   Those
statements were audited by other auditors whose report (which  included
explanatory  paragraphs  regarding  uncertainties  because  of  certain
regulatory  and litigation matters) has been furnished to us,  and  our
opinion, insofar as it relates to the amounts included for Gulf  States
Utilities  Company,  is  based  solely on  the  report  of  such  other
auditors.   In  our opinion, based on our audit and the report  of  the
other auditors, such financial statement schedules, when considered  in
relation  to  the basic financial statements taken as a whole,  present
fairly in all material respects the information set forth therein.



DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 11, 1994


<PAGE>                
                
                INDEX TO FINANCIAL STATEMENT SCHEDULES


Schedule                                                         Page

 I        Financial Statements of Entergy Corporation:
            Statements of Income - For the Years Ended 
               December 31, 1995, 1994, and 1993                 S-2
            Statements of Cash Flows - For the Years Ended 
               December 31, 1995, 1994, and 1993                 S-3
            Balance Sheets, December 31, 1995 and 1994           S-4
            Statements of Retained Earnings and Paid-In 
              Capital - For the Years Ended December 31, 
              1995, 1994, and 1993                               S-5
 II       Valuation and Qualifying Accounts
            1995, 1994, and 1993:
               Entergy Corporation and Subsidiaries              S-6
               Arkansas Power & Light Company                    S-7
               Gulf States Utilities Company                     S-8
               Louisiana Power & Light Company                   S-9
               Mississippi Power & Light Company                 S-10
               New Orleans Public Service Inc.                   S-11


      Schedules other than those listed above are omitted because they
are  not required, not applicable or the required information is shown
in the financial statements or notes thereto.

      Columns  have  been  omitted from schedules  filed  because  the
information is not applicable.

<PAGE>    

                            ENTERGY CORPORATION
           SCHEDULE I-FINANCIAL STATEMENTS OF ENTERGY CORPORATION
                           STATEMENTS OF INCOME
                                                                    
                                                                    
                                          For the Years Ended December 31,
                                            1995        1994      1993
                                                   (In Thousands)
                                                                         
Income:                                                                  
  Equity in income of subsidiaries         $549,144   $369,701   $557,681
  Interest on temporary investments          20,641     25,496     18,520
                                           --------   --------   --------
        Total                               569,785    395,197    576,201
                                           --------   --------   --------   
Expenses and Other Deductions:                                           
  Administrative and general expenses        53,872     57,846     25,129
  Income taxes (credit)                      (5,383)    (6,350)     3,587
  Taxes other than income (credit)            1,102        465       (696)
  Interest (credit)                             214      1,395     (3,749)
                                           --------   --------   --------
        Total                                49,805     53,356     24,271
                                           --------   --------   --------
Net Income                                 $519,980   $341,841   $551,930
                                           ========   ========   ========
                                                                         
See Entergy Corporation and Subsidiaries Notes to Financial
Statements in Part II, Item 8.                                           
                                                                         

<PAGE>
<TABLE>
<CAPTION>
                              ENTERGY CORPORATION
                                                             
           SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
                           STATEMENTS OF CASH FLOWS
                                                                                          
                                                                                          
                                                                For the Years Ended December 31,
                                                                 1995       1994        1993
                                                                        (In Thousands)
<S>                                                             <C>        <C>         <C>
Operating Activities:                                                                           
  Net income                                                    $519,980   $341,841     $551,930
  Noncash items included in net income:                                                         
    Equity in earnings of subsidiaries                          (549,144)  (369,701)    (557,681)
    Deferred income taxes                                         (2,024)     7,007        3,771
    Depreciation                                                   1,421        959            -
  Changes in working capital:                                                                   
    Receivables                                                    2,161     (5,085)      (1,082)
    Payables                                                      (3,776)   (11,945)       1,367
    Other working capital accounts                                (1,701)    (2,563)         531
  Common stock dividends received from subsidiaries              565,589    763,400      686,700
  Other                                                            8,652    (12,137)     (20,938)
                                                                --------   --------     --------                                
    Net cash flow provided by operating activities               541,158    711,776      664,598
                                                                --------   --------     --------                                
Investing Activities:                                                                           
  Merger with GSU - cash paid                                          -          -     (250,000)
  Investment in subsidiaries                                    (477,709)   (49,892)     (86,221)
  Capital expenditures                                                 -     (3,178)     (22,861)
  Decrease in other temporary investments                              -          -       17,012
  Proceeds received from the sale of property                          -     26,000            -
  Advance to subsidiary                                          221,540    (11,840)     (24,642)
                                                                --------   --------     --------                                
    Net cash flow used in investing activities                  (256,169)   (38,910)    (366,712)
                                                                --------   --------     --------                                
Financing Activities:                                                                           
  Changes in short-term borrowings                                     -    (43,000)      43,000
  Common stock dividends paid                                   (408,553)  (410,223)    (287,483)
  Retirement of common stock                                           -   (119,486)     (20,558)
                                                                --------   --------     --------                                
    Net cash flow used in financing activities                  (408,553)  (572,709)    (265,041)
                                                                --------   --------     --------                                
Net increase (decrease) in cash and cash equivalents            (123,564)   100,157       32,845
                                                                                                
Cash and cash equivalents at beginning of period                 252,708    152,551      119,706
                                                                --------   --------     --------                                
Cash and cash equivalents at end of period                      $129,144   $252,708     $152,551
                                                                ========   ========     ========                                
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                           
  Noncash investing and financing activities:                                                   
    Merger with GSU-Common stock issued                                -          -   $2,032,071
                                                                                                
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,
                                                                    1995         1994
                                                                      (In Thousands)
                      ASSETS                                                            
<S>                                                              <C>          <C>                 
Investment in Wholly-owned Subsidiaries                          $6,354,267   $6,110,504
                                                                 ----------   ----------                       
Current Assets:                                                                         
   Cash and cash equivalents:                                                           
     Cash                                                                25            -
     Temporary cash investments - at cost,                                              
        which approximates market:                                                      
        Associated companies                                         29,180       83,339
        Other                                                        99,939      169,369
                                                                 ----------   ----------
           Total cash and cash equivalents                          129,144      252,708
  Accounts receivable:                                                                  
    Associated companies                                              8,697       10,413
    Other                                                               356          375
  Interest receivable                                                   497          923
  Other                                                               9,511        6,901
                                                                 ----------   ----------
           Total                                                    148,205      271,320
                                                                 ----------   ----------                       
Deferred Debits                                                      47,381       55,185
                                                                 ----------   ----------
           TOTAL                                                 $6,549,853   $6,437,009
                                                                 ==========   ==========                       
          CAPITALIZATION AND LIABILITIES                                                
                                                                                        
Capitalization:                                                                         
    Common stock, $.01 par value in 1995 and 1994:                                      
    authorized 500,000,000 shares; issued                                               
    230,017,485 shares in 1995 and 1994                              $2,300       $2,300
  Paid-in capital                                                 4,201,483    4,202,134
  Retained earnings                                               2,335,579    2,223,739
  Less cost of treasury stock 2,251,318 shares in                                       
    1995 and 2,608,908 shares in 1994)                              (67,642)     (77,378)
                                                                 ----------   ----------
           Total common shareholders' equity                      6,471,720    6,350,795
                                                                 ----------   ----------                       
Current Liabilities:                                                                    
  Accounts payable:                                                                     
    Associated companies                                                762        4,578
    Other                                                             1,142        1,102
  Other current liabilities                                           5,930        5,021
                                                                 ----------   ----------
           Total                                                      7,834       10,701
                                                                 ----------   ----------                       
Deferred Credits and Noncurrent Liabilities                          70,299       75,513
                                                                 ----------   ----------
           Total                                                 $6,549,853   $6,437,009
                                                                 ==========   ==========                       
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,
                                                     1995           1994         1993
                                                                (In Thousands)
<S>                                                <C>           <C>          <C>                   
Retained Earnings, January 1                       $2,223,739    $2,310,082   $2,062,188
  Add:                                                                                  
    Net income                                        519,980       341,841      551,930
                                                   ----------    ----------   ----------
        Total                                       2,743,719     2,651,923    2,614,118
                                                   ----------    ----------   ----------
  Deduct:                                                                               
    Dividends declared on common stock                409,801       411,806      288,342
    Common stock retirements                                -        13,940       13,906
    Capital stock and other expenses                   (1,661)        2,438        1,788
                                                   ----------    ----------   ----------
        Total                                         408,140       428,184      304,036
                                                   ----------    ----------   ----------
Retained Earnings, December 31                     $2,335,579    $2,223,739   $2,310,082
                                                   ==========    ==========   ==========
                                                                                        
Paid-in Capital, January 1                         $4,202,134    $4,223,682   $1,327,589
  Add:                                                                                  
    Gain (loss) on reacquisition of                                                     
      subsidiaries' preferred stock                       (26)          (23)         (20)
    Issuance of 56,695,724 shares of common                                             
      stock in the merger with GSU                          -             -    2,027,325
    Issuance of 174,552,011 shares of common                                            
      stock at $.01 par value net of the                                                
      retirement of 174,552,011 shares of                                               
      common stock at $5.00 par value                       -             -      871,015
   Issuance of stock related to ESIP                   (3,002)                           
                                                   ----------    ----------   ----------
     Total                                          4,199,106     4,223,659    4,225,909
                                                   ----------    ----------   ----------
  Deduct:                                                                               
    Common stock retirements                                -        22,468        4,389
    Capital stock discounts and other expenses         (2,377)         (943)      (2,162)
                                                   ----------    ----------   ----------
       Total                                           (2,377)       21,525        2,227
                                                   ----------    ----------   ----------
Paid-in Capital, December 31                       $4,201,483    $4,202,134   $4,223,682
                                                   ==========    ==========   ==========
                                                                                        
See Entergy Corporation and Subsidiaries Notes to Financial Statements
in Part II, Item 8.                                                                     

</TABLE>               
<PAGE>
<TABLE>
<CAPTION>
                        ENTERGY CORPORATION AND SUBSIDIARIES
                                                     
                  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                   Years Ended December 31, 1995, 1994, and 1993
                                   (In Thousands)
                                                        
           Column A               Column B    Column C    Column D    Column E  Column F
                                                            Other                        
                                              Additions    Changes                       
                                                         Deductions                      
                                 Balance at                 from                 Balance
                                  Beginning  Charged to  Provisions  Acquistion   at End
          Description             of Period    Income     (Note 1)     of GSU    of Period
<S>                                  <C>        <C>         <C>         <C>       <C>
Year ended December 31, 1995                                                             
 Accumulated Provisions                                                                  
  Deducted from Assets--                                                                 
  Doubtful Accounts                  $6,740     $14,586     $14,217           -    $7,109
  Other                                   0      12,337           0           -    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
                                    =======     =======     =======     =======   =======
           
Year ended December 31, 1993                                                             
 Accumulated Provisions                                                                  
  Deducted from Assets--                                                                 
  Doubtful Accounts                  $6,193      $8,565      $8,333      $2,383    $8,808
                                    =======     =======     =======     =======   =======
 Accumulated Provisions Not                                                              
  Deducted from Assets:                                                                  
  Property insurance                $25,177      $5,714      $7,217     $10,872   $34,546
  Injuries and damages (Note 2)      15,978      11,702      14,053       9,469    23,096
  Environmental                       8,006       1,672       1,076      18,151    26,753
                                    -------     -------     -------     -------   -------
     Total                          $49,161     $19,088     $22,346     $38,492   $84,395
                                    =======     =======     =======     =======   =======
___________                                                                              
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>
                                                             
                        ARKANSAS POWER & LIGHT COMPANY
                                                        
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                 Years Ended December 31, 1995, 1994, and 1993
                                (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, 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 
                                    =======      ======     =======     =======                                            
Year ended December 31, 1993                                                    
 Accumulated Provisions                                                         
  Deducted from Assets--                                                        
  Doubtful Accounts                  $1,613      $3,439      $3,002      $2,050 
                                    =======      ======     =======     =======
 Accumulated Provisions Not                                                     
  Deducted from Assets:                                                         
  Property insurance                 $5,182      $1,952      $4,313      $2,821 
  Injuries and damages (Note 2)       5,851       4,070       6,662       3,259 
  Environmental                       6,766       1,122       1,063       6,825 
                                    -------      ------     -------     -------
     Total                          $17,799      $7,144     $12,038     $12,905 
                                    =======      ======     =======     =======                      
___________________
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>
    
                        GULF STATES UTILITIES COMPANY
                                                         
              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
               Years Ended December 31, 1995, 1994, and 1993
                               (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, 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 
                                    =======    =======     =======    ======= 
Year ended December 31, 1993                                                  
 Accumulated Provisions                                                       
  Deducted from Assets--                                                      
  Doubtful Accounts                  $2,953       $929      $1,499     $2,383 
                                    =======    =======     =======    ======= 
 Accumulated Provisions                                                       
  Not Deducted from Assets--                                                  
  Property insurance                 $9,397     $1,302       ($173)   $10,872 
  Injuries and damages (Note 2)       6,594     11,511       8,636      9,469 
  Environmental                      19,328          3       1,180     18,151 
                                    -------    -------     -------    -------
     Total                          $35,319    $12,816      $9,643    $38,492 
                                    =======    =======     =======    ======= 
___________                                                
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>
                                                        
                        LOUISIANA POWER & LIGHT COMPANY
                                                        
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                 Years Ended December 31, 1995, 1994, and 1993
                                (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, 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 
                                   =======      ======     =======     =======                                            
Year ended December 31, 1993                                                   
 Accumulated Provisions                                                        
  Deducted from Assets--                                                       
  Doubtful Accounts                 $1,956        $337      $1,218      $1,075 
                                   =======      ======     =======     =======                       
 Accumulated Provisions Not                                                    
  Deducted from Assets:                                                        
  Property insurance                $2,474      $1,800      $1,886      $2,388 
  Injuries and damages (Note 2)      6,153       2,748       4,122       4,779 
  Environmental                        700         550          13       1,237 
                                   -------      ------     -------     -------
     Total                          $9,327      $5,098      $6,021      $8,404 
                                   =======      ======     =======     =======                       
___________                                               
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>
                                                        
                   MISSISSIPPI POWER & LIGHT COMPANY
                                                        
            SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
             Years Ended December 31, 1995, 1994, and 1993
                              (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, 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 
                                    ======      ======      ======      ======                                           
Year ended December 31, 1993                                                   
 Accumulated Provisions                                                        
  Deducted from Assets--                                                       
  Doubtful Accounts                 $1,274      $3,629      $2,433      $2,470 
                                    ======      ======      ======      ======
 Accumulated Provisions Not                                                    
  Deducted from Assets:                                                        
  Property insurance                $2,051      $1,521      $1,018      $2,554 
  Injuries and damages (Note 2)      1,645       3,202       1,369       3,478 
  Environmental                        500           -           -         500 
                                    ------      ------      ------      ------
     Total                          $4,196      $4,723      $2,387      $6,532 
                                    ======      ======      ======      ======                      
___________                                               
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>
                                                           
                        NEW ORLEANS PUBLIC SERVICE INC.
                                                        
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                  Years Ended December 31, 1995, 1994, and 1993
                                (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, 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 
                                    =======      ======      ======     =======                                            
Year ended December 31, 1993                                                    
 Accumulated Provisions                                                         
  Deducted from Assets--                                                        
  Doubtful Accounts                  $1,350      $1,160      $1,680        $830 
                                    =======      ======      ======     =======
 Accumulated Provisions Not                                                     
  Deducted from Assets:                                                         
  Property insurance                $15,470        $441           -     $15,911 
  Injuries and damages (Note 2)       2,329       1,682       1,900       2,111 
  Environmental                          40           -           -          40 
                                    -------      ------      ------     ------- 
     Total                          $17,839      $2,123      $1,900     $18,062 
                                    =======      ======      ======     =======                      
___________                                               
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).

AP&L

(c)    1  --   Amended and Restated Articles of Incorporation  of
       AP&L and amendments thereto through May 27, 1992 (4(c)  in
       33-50289).

GSU

(d)    1  --    Restated  Articles of Incorporation  of  GSU  and
       amendments  thereto  through May 28,  1993  (A-11  in  70-
       8059).

(d)    2  --   Statement of Resolution amending Restated Articles
       of  Incorporation,  as amended, of  GSU  (A-11(a)  in  70-
       8059).

LP&L

(e)    1  --    Restated Articles of Incorporation  of  LP&L  and
       amendments thereto through July 21, 1994 (3(a) to Form 10-
       Q for the quarter ended June 30, 1994 in 1-8474).

MP&L

*(f)   1  --    Restated Articles of Incorporation  of  MP&L  and
       amendments thereto through January 19, 1996.

NOPSI

(g)    1  --    Restatement of Articles of Incorporation of NOPSI
       and  amendments  thereto through July 21,  1994  (3(c)  to
       Form 10-Q for the quarter ended June 30, 1994 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 AP&L as amended effective May 5, 1994,
       and as presently in effect (4(f) in 33-50289).

(d)       --    By-Laws of GSU as amended effective May 5,  1994,
       and as presently in effect (A-12 in 70-8059).

(e)       --   By-Laws of LP&L effective January 23, 1984, and as
       presently in effect (A-4 in 70-6962).

*(f)      --    By-Laws of MP&L effective April 5, 1995,  and  as
       presently in effect.

(g)       --    By-Laws  of NOPSI effective May 5, 1994,  and  as
       presently  in  effect (3(b) to Form 10-Q for  the  quarter
       ended September 30, 1989 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, AP&L, GSU, LP&L, MP&L and NOPSI.

 (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, AP&L,  LP&L,  and
       System  Energy  (B-5(c)  to  Rule  24  Certificate,  dated
       October 6, 1989, in 70-7668).

(a)    7  --    Credit Agreement, dated as of October  10,  1995,
       among  Entergy, the Banks (Bank of America National  Trust
       &  Savings  Association, The Bank of  New  York,  Chemical
       Bank, Citibank, N.A., Union Bank of Switzerland, ABN  AMRO
       Bank  N.V.,  the  Bank of Nova Scotia,  Canadian  Imperial
       Bank  of  Commerce,  Bank  N.A., First  National  Bank  of
       Commerce  and  Whitney National Bank) and Citibank,  N.A.,
       as  Agent (Exhibit B to Rule 24 Certificate dated  October
       20, 1995 in File No. 70-8149).

System Energy

(b)    1  --    Mortgage and Deed of Trust, dated as of June  15,
       1977, as amended by nineteen 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);
       and  A-2(g) to Rule 24 Certificate dated May 6,  1994,  in
       70-7946 (Nineteenth)).

(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).

AP&L

(c)    1  --         Mortgage  and  Deed of Trust,  dated  as  of
       October  1,  1944,  as  amended by fifty-two  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);  and   4(a) to Form 10-Q  for  the  quarter
       ended June 30, 1994 (Fifty-second)).

GSU

(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).

LP&L

(e)    1  --    Mortgage and Deed of Trust, dated as of April  1,
       1944,  as  amended by fifty 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)
       and  A-4(c)  to  Rule 24 Certificate dated  September  28,
       1994 in 70-7653 (Fiftieth)).

(e)    2  --    Facility  Lease No. 1, dated as of  September  1,
       1989,  between First National Bank of Commerce,  as  Owner
       Trustee, and LP&L (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 LP&L (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 LP&L (4(c)-3 in Registration No. 33-30660).

MP&L

(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)).

NOPSI

(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 four 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);  and 4(a) to Form 8-K  dated  April  26,
       1995 in File No. 0-5807 (Fifth)).

(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--    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)    25--    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)    26--    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)    27--    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)    28--    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)    29--    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)    30--      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)    31--      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)    32--    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)    33--    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)    34--    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)    35--    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)   36--    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)    37--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

(a)    38--     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)    39--    Operating  Agreement dated  as  of  May  1,  1980,
       between System Energy and SMEPA (B(2)(a) in 70-6337).

(a)    40--     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)    41--     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)    42--    Substitute Power Agreement, dated  as  of  May  1,
       1980,  among  MP&L,  System Energy and SMEPA  (B(3)(a)  in
       70-6337).

(a)    43--    Grand  Gulf  Unit  No. 2 Supplementary  Agreement,
       dated  as  of February 7, 1986, between System Energy  and
       SMEPA (10(aaa) in 33-4033).

(a)    44--   Compromise and Settlement Agreement, dated June  4,
       1982,  between Texaco, Inc. and LP&L (28(a) to  Form  8-K,
       dated June 4, 1982, in 1-3517).

+(a)   45--   Post-Retirement Plan (10(a)37 to Form 10-K for  the
       year ended December 31, 1983, in 1-3517).

(a)    46--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between  System  Energy and AP&L,  LP&L,  MP&L  and
       NOPSI  (10(a)-39 to Form 10-K for the year ended  December
       31, 1982, in 1-3517).

(a)    47--    First  Amendment  to Unit Power  Sales  Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       AP&L,  LP&L,  MP&L  and NOPSI (19 to  Form  10-Q  for  the
       quarter ended September 30, 1984, in 1-3517).

(a)    48--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(a)    49--     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)    50--    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)    51--    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)    52--    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)    53--   Guaranty Agreement between Entergy Corporation  and
       AP&L,  dated as of September 20, 1990 (B-1(a) to  Rule  24
       Certificate, dated September 27, 1990, in 70-7757).

(a)    54--    Guarantee  Agreement between  Entergy  Corporation
       and  LP&L, dated as of September 20, 1990 (B-2(a) to  Rule
       24 Certificate, dated September 27, 1990, in 70-7757).

(a)    55--    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)    56--    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)    57--    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)    58--    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)   59--    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)   60--    Entergy Corporation Annual Incentive  Plan  (10(a)
       54  to Form 10-K for the year ended December 31, 1989,  in
       1-3517).

+(a)   61--    Equity  Ownership Plan of Entergy Corporation  and
       Subsidiaries  (A-4(a)  to Rule 24 Certificate,  dated  May
       24, 1991, in 70-7831).

+(a)   62--    Retired Outside Director Benefit Plan (10(a)63  to
       Form  10-K  for  the  year ended  December  31,  1991,  in
       1-3517).

+(a)   63--   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)   64--     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)   65--   Supplemental Retirement Plan (10(a) 69 to Form  10-
       K for the year ended December 31, 1992 in 1-3517).

+(a)   66--    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)   67--    Amendment  No. 1 to the Equity Ownership  Plan  of
       Entergy Corporation and Subsidiaries (10(a) 71 to Form 10-
       K for the year ended December 31, 1992 in 1-3517).

+(a)   68--    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)   69--    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)   70--     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)   71--    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)    72--     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)   73--    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)   74--    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)    12--   See 10(a)-12 through 10(a)-23 above.

(b)    13 through
(b)    24--   See 10(a)-24 through 10(a)-35 above.

(b)    25--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

(b)    26--     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)    27--    Operating  Agreement, dated as  of  May  1,  1980,
       between System Energy and SMEPA (B(2)(a) in 70-6337).

(b)    28--     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)    29--    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)    30--     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)    31--    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)    32--    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)    33--    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)    34--    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)    35--     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)    36--     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)    37--   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)    38--    Substitute Power Agreement, dated  as  of  May  1,
       1980,  among  MP&L,  System Energy and SMEPA  (B(3)(a)  in
       70-6337).

(b)    39--    Grand  Gulf  Unit  No. 2 Supplementary  Agreement,
       dated  as  of February 7, 1986, between System Energy  and
       SMEPA (10(aaa) in 33-4033).

(b)    40--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between  System  Energy and AP&L,  LP&L,  MP&L  and
       NOPSI   (10(a)-39  to  Form  10-K  for  the   year   ended
       December 31, 1982, in 1-3517).

(b)    41--    First Amendment to the Unit Power Sales Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       AP&L,  LP&L,  MP&L  and NOPSI (19 to  Form  10-Q  for  the
       quarter ended September 30, 1984, in 1-3517).

(b)    42--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(b)    43--    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)    44--    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)    45--    Sales  Agreement,  dated  as  of  June  21,  1974,
       between  System Energy and MP&L (D to Rule 24 Certificate,
       dated June 26, 1974, in 70-5399).

(b)    46--    Service  Agreement, dated as  of  June  21,  1974,
       between  System Energy and MP&L (E to Rule 24 Certificate,
       dated June 26, 1974, in 70-5399).

(b)    47--     Partial  Termination  Agreement,  dated   as   of
       December 1, 1986, between System Energy and MP&L  (A-2  to
       Rule 24 Certificate, dated January 8, 1987, in 70-5399).

(b)    48--     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)    49--    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)    50--    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)    51--    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)    52--    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)    53--    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)    54--    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)    55--   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)    56--    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)   57--    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)   58--    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)   59--    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).

AP&L

(c)    1  --    Agreement, dated April 23, 1982, among  AP&L  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)    23--   See 10(a)-12 through 10(a)-23 above.

(c)    24--   Agreement, dated August 20, 1954, between AP&L  and
       the United States of America (SPA)(13(h) in 2-11467).

(c)    25--    Amendment,  dated April 19, 1955,  to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-2 in 2-41080).

(c)    26--    Amendment, dated January 3, 1964,  to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-3 in 2-41080).

(c)    27--    Amendment, dated September 5, 1968, to the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-4 in 2-41080).

(c)    28--    Amendment, dated November 19, 1970, to the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-5 in 2-41080).

(c)    29--    Amendment,  dated July 18,  1961,  to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-6 in 2-41080).

(c)    30--    Amendment, dated December 27, 1961, to the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-7 in 2-41080).

(c)    31--    Amendment, dated January 25, 1968, to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-8 in 2-41080).

(c)    32--    Amendment, dated October 14, 1971, to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-9 in 2-43175).

(c)    33--    Amendment, dated January 10, 1977, to  the  United
       States  of America (SPA) Contract, dated August  20,  1954
       (5(d)-10 in 2-60233).

(c)    34--    Agreement,  dated May 14, 1971, between  AP&L  and
       the United States of America (SPA) (5(e) in 2-41080).

(c)    35--    Amendment, dated January 10, 1977, to  the  United
       States  of  America  (SPA) Contract, dated  May  14,  1971
       (5(e)-1 in 2-60233).

(c)    36--     Contract,  dated  May  28,  1943,  Amendment   to
       Contract,   dated  July  21,  1949,  and   Supplement   to
       Amendment  to  Contract, dated December 30, 1949,  between
       AP&L  and McKamie Gas Cleaning Company; Agreements,  dated
       as   of  September  30,  1965,  between  AP&L  and  former
       stockholders of McKamie Gas Cleaning Company;  and  Letter
       Agreement,  dated June 22, 1966, by Humble Oil &  Refining
       Company  accepted  by  AP&L on June 24,  1966  (5(k)-7  in
       2-41080).

(c)    37--    Agreement,  dated April 3, 1972,  between  Entergy
       Services   and  Gulf  United  Nuclear  Fuels   Corporation
       (5(l)-3 in 2-46152).

(c)    38--    Fuel Lease, dated as of December 22, 1988, between
       River   Fuel  Trust  #1  and  AP&L  (B-1(b)  to  Rule   24
       Certificate in 70-7571).

(c)    39--    White  Bluff Operating Agreement, dated  June  27,
       1977,   among   AP&L  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)    40--    White  Bluff Ownership Agreement, dated  June  27,
       1977,   among   AP&L  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)    41--    Agreement, dated June 29, 1979, between  AP&L  and
       City of Conway, Arkansas (5(r)-3 in 2-66235).

(c)    42--    Transmission  Agreement,  dated  August  2,  1977,
       between  AP&L and City Water and Light Plant of  the  City
       of Jonesboro, Arkansas (5(r)-3 in 2-60233).

(c)    43--    Power  Coordination, Interchange and  Transmission
       Service  Agreement,  dated as of June  27,  1977,  between
       Arkansas   Electric  Cooperative  Corporation   and   AP&L
       (5(r)-4 in 2-60233).

(c)    44--     Independence  Steam  Electric  Station  Operating
       Agreement,  dated July 31, 1979, among AP&L  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)    45--     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)    46--     Independence  Steam  Electric  Station  Ownership
       Agreement,  dated July 31, 1979, among AP&L  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)    47--     Amendment,  dated  December  28,  1979,  to   the
       Independence  Steam  Electric Station Ownership  Agreement
       (5(r)-7(a) in 2-66235).

(c)    48--     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)    49--    Owner's Agreement, dated November 28, 1984,  among
       AP&L,  MP&L,  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)    50--    Consent, Agreement and Assumption, dated  December
       4,   1984,  among  AP&L,  MP&L,  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)    51--    Power  Coordination, Interchange and  Transmission
       Service  Agreement,  dated as of July  31,  1979,  between
       AP&L  and  City  Water  and Light Plant  of  the  City  of
       Jonesboro, Arkansas (5(r)-8 in 2-66235).

(c)    52--    Power  Coordination, Interchange and  Transmission
       Agreement,  dated  as of June 29, 1979,  between  City  of
       Conway, Arkansas and AP&L (5(r)-9 in 2-66235).

(c)    53--    Agreement, dated June 21, 1979, between  AP&L  and
       Reeves  E. Ritchie ((10)(b)-90 to Form 10-K for  the  year
       ended December 31, 1980, in 1-10764).

(c)    54--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

+(c)   55--    Post-Retirement Plan (10(b) 55 to  Form  10-K  for
       the year ended December 31, 1983, in 1-10764).

(c)    56--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between  System Energy and AP&L,  LP&L,  MP&L,  and
       NOPSI  (10(a) 39 to Form 10-K for the year ended  December
       31, 1982, in 1-3517).

(c)    57--    First  Amendment  to Unit Power  Sales  Agreement,
       dated  as  of June 28, 1984, between System Energy,  AP&L,
       LP&L,  MP&L,  and NOPSI (19 to Form 10-Q for  the  quarter
       ended September 30, 1984, in 1-3517).

(c)    58--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(c)    59--    Contract For Disposal of Spent Nuclear Fuel and/or
       High-Level  Radioactive Waste, dated June 30, 1983,  among
       the  DOE, System Fuels and AP&L (10(b)-57 to Form 10-K for
       the year ended December 31, 1983, in 1-10764).

(c)    60--     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)    61--    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)    62--    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)    63--    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)    64--     Assignment   of  Coal  Supply  Agreement,   dated
       December  1,  1987, between System Fuels and  AP&L  (B  to
       Rule  24  letter  filing,  dated  November  10,  1987,  in
       70-5964).

(c)    65--    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)    66--   Operating Agreement between Entergy Operations  and
       AP&L,  dated  as  of  June  6, 1990  (B-1(b)  to  Rule  24
       Certificate, dated June 15, 1990, in 70-7679).

(c)    67--   Guaranty Agreement between Entergy Corporation  and
       AP&L,  dated as of September 20, 1990 (B-1(a) to  Rule  24
       Certificate, dated September 27, 1990, in 70-7757).

(c)    68--    Agreement  for Purchase and Sale  of  Independence
       Unit  2  between  AP&L  and Entergy  Power,  dated  as  of
       August  28,  1990  (B-3(c) to Rule 24  Certificate,  dated
       September 6, 1990, in 70-7684).

(c)    69--    Agreement for Purchase and Sale of Ritchie Unit  2
       between  AP&L  and Entergy Power, dated as of  August  28,
       1990  (B-4(d)  to Rule 24 Certificate, dated September  6,
       1990, in 70-7684).

(c)    70--     Ritchie  Steam  Electric  Station  Unit   No.   2
       Operating Agreement between AP&L and Entergy Power,  dated
       as  of  August  28, 1990 (B-5(a) to Rule  24  Certificate,
       dated September 6, 1990, in 70-7684).

(c)    71--     Ritchie  Steam  Electric  Station  Unit   No.   2
       Ownership Agreement between AP&L and Entergy Power,  dated
       as  of  August  28, 1990 (B-6(a) to Rule  24  Certificate,
       dated September 6, 1990, in 70-7684).

(c)    72--    Power  Coordination, Interchange and  Transmission
       Service  Agreement between Entergy Power and  AP&L,  dated
       as  of August 28, 1990 (10(c)-71 to Form 10-K for the year
       ended December 31, 1990, in 1-10764).

+(c)   73--    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)   74--    Entergy Corporation Annual Incentive Plan (10(a)54
       to  Form  10-K  for the year ended December 31,  1989,  in
       1-3517).

+(c)   75--    Equity  Ownership Plan of Entergy Corporation  and
       Subsidiaries   (A-4(a)  to  Rule  24  Certificate,   dated
       May 24, 1991, in 70-7831).

+(c)   76--    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)   77--    Supplemental Retirement Plan (10(a)69 to Form 10-K
       for the year ended December 31, 1992 in 1-3517).

+(c)   78--    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)   79--    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)   80--    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)   81--    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)   82--     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)   83--    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)   84--    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)   85--   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)   86--    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)   87--    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)   88--    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)   89--    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)   90--    System Executive Retirement Plan (10(a) 82 to Form
       10-K for the year ended December 31, 1993 in 1-11299).

(c)    91--    Loan  Agreement dated June 15, 1993, between  AP&L
       and  Independence Country, Arkansas (B-1 (a)  to  Rule  24
       Certificate dated July 9, 1993 in 70-8171).

(c)    92--    Installment Sale Agreement dated January 1,  1991,
       between  AP&L and Pope Country, Arkansas (B-1 (b) to  Rule
       24 Certificate dated January 24, 1991 in 70-7802).

(c)    93--    Installment Sale Agreement dated November 1, 1990,
       between  AP&L and Pope Country, Arkansas (B-1 (a) to  Rule
       24 Certificate dated November 30, 1990 in70-7802).

(c)    94--         Loan  Agreement dated June 15, 1994,  between
       AP&L  and  Jefferson County, Arkansas (B-1(a) to  Rule  24
       Certificate dated June 30, 1994 in 70-8405).

(c)    95--         Loan  Agreement dated June 15, 1994,  between
       AP&L  and  Pope  County,  Arkansas  (B-1(b)  to  Rule   24
       Certificate in 70-8405).

*(c)   96--          Loan  Agreement  dated  November  15,  1995,
       between AP&L and Pope County, Arkansas.

GSU

(d)    1  --    Guaranty  Agreement, dated July 1, 1976,  between
       GSU  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 GSU 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
       GSU  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
       GSU  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  GSU, Morgan Guaranty Trust Co. as Depositary  and
       the  Holders  of  Despositary 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 GSU and Westpack 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 GSU  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  GSU,  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 GSU, Cajun,  and  SRG&T;
       Power  Interconnection Agreement with  Cajun,  dated  June
       26,  1978,  and  approved by the REA on August  16,  1979,
       between  GSU  and  Cajun; and Letter  Agreement  regarding
       CEPCO  buybacks,  dated August 28, 1979, between  GSU  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
       GSU,  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 GSU, 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 GSU (1 to Form 8-K, dated October  6,
       1980 in 1-2703).

(d)    13--     Joint   Ownership  Participation  and   Operating
       Agreement  for  Big  Cajun, between  GSU,  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  GSU, 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 GSU, 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 GSU  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
       GSU  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  GSU,  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  GSU  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  GSU,  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   GSU,  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  GSU
       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  GSU pursuant to the Executive Income Security Plan, by
       and  between  GSU  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
       GSU's   Management   Incentive   Compensation   Plan   and
       Administrative Guidelines by and between GSU  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 GSU's Nonqualified  Directors
       and  Designated Key Employees by and between GSU 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  GSU 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 GSU 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
       GSU  and  Morgan Guaranty and Trust Company  of  New  York
       (the  "Decommissioning Trust Agreement)  with  respect  to
       decommissioning funds authorized to be collected  by  GSU,
       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  GSU
       and Mellon Bank to Decommissioning Trust Agreement.

(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 ((d)  34  to  Form  10-K  for  year ended 
       December 31, 1994).

*(d)   33--    Amendment No. 1 dated as of January 31, 1996    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.

(d)    34--    Partnership  Agreement by and among  Conoco  Inc.,
       and  GSU,  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 GSU's  Executive  Continuity
       Plan,  by  and  between GSU 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 GSU 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  GSU  and the Louisiana National  Bank,  as
       Trustee (2-A to Registration No. 2-62395).

+(d)   42--    Letter  Agreement dated September 7, 1977  between
       GSU  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
       GSU  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
       GSU,  dated  as of December 31, 1993 (B-2(f)  to  Rule  24
       Certificate in 70-8059).

(d)    46--    Guarantee  Agreement between  Entergy  Corporation
       and GSU, 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  GSU, 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  GSU,
       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 GSU and West Feliciana
       Parish  (dated  December  20, 1994  (B-12(a)  to  Rule  24
       Certificate dated December 30, 1994 in 70-8375).

LP&L

(e)    1  --    Agreement, dated April 23, 1982, among  LP&L  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)    23--   See 10(a)-12 through 10(a)-23 above.

(e)    24--    Fuel Lease, dated as of January 31, 1989,  between
       River  Fuel Company #2, Inc., and LP&L (B-1(b) to Rule  24
       Certificate in 70-7580).

(e)    25--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

(e)    26--   Compromise and Settlement Agreement, dated June  4,
       1982,  between Texaco, Inc. and LP&L (28(a) to  Form  8-K,
       dated June 4, 1982, in 1-8474).

+(e)   27--   Post-Retirement Plan (10(c)23 to Form 10-K for  the
       year ended December 31, 1983, in 1-8474).

(e)    28--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between  System  Energy and AP&L,  LP&L,  MP&L  and
       NOPSI  (10(a) 39 to Form 10-K for the year ended  December
       31, 1982, in 1-3517).

(e)    29--    First Amendment to the Unit Power Sales Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       AP&L,  LP&L,  MP&L  and NOPSI (19 to  Form  10-Q  for  the
       quarter ended September 30, 1984, in 1-3517).

(e)    30--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(e)    31--     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)    32--    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)    33--    Second  Amendment dated January 1,  1992,  to  the
       Entergy  Corporation and Subsidiary Companies Intercompany
       Income  Tax Allocation Agreement (D-3 to Form U5S for  the
       year ended December 31, 1992).

(e)    34--    Third  Amendment dated January 1, 1994 to  Entergy
       Corporation  and Subsidiary Companies Intercompany  Income
       Tax  Allocation Agreement (D-3(a) to Form U5S for the year
       ended December 31, 1993).

(e)    35--    Contract for Disposal of Spent Nuclear Fuel and/or
       High-Level  Radioactive  Waste, dated  February  2,  1984,
       among  DOE,  System Fuels and LP&L (10(d)33 to  Form  10-K
       for the year ended December 31, 1984, in 1-8474).

(e)    36--   Operating Agreement between Entergy Operations  and
       LP&L,  dated  as  of  June  6, 1990  (B-2(c)  to  Rule  24
       Certificate, dated June 15, 1990, in 70-7679).

(e)    37--    Guarantee  Agreement between  Entergy  Corporation
       and  LP&L,  dated  as of September 20,  1990  (B-2(a),  to
       Rule   24  Certificate,  dated  September  27,  1990,   in
       70-7757).

+(e)   38--    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)   39--    Entergy Corporation Annual Incentive  Plan  (10(a)
       54  to Form 10-K for the year ended December 31, 1989,  in
       1-3517).

+(e)   40--    Equity  Ownership Plan of Entergy Corporation  and
       Subsidiaries   (A-4(a)  to  Rule  24  Certificate,   dated
       May 24, 1991, in 70-7831).

+(e)   41--     Supplemental  Retirement  Plan   (10(a)   69   to
       Form  10-K  for  the  year  ended  December  31,  1992  in
       1-3517).

+(e)   42--    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)   43--    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)   44--    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)   45--    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)   46--     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)   47--    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)   48--    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)   49--   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)   50--    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)   51--    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)   52--    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)   53--    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)   54--    System Executive Retirement Plan (10(a) 82 to Form
       10-K for the year ended December 31, 1993 in 1-11299).

(e)    55--    Installment Sale Agreement, dated July  20,  1994,
       between LP&L and St. Charles Parish, Louisiana (B-6(e)  to
       Rule 24 Certificate dated August 1, 1994 in 70-7822).

(e)    56--    Installment  Sale  Agreement,  dated  November  1,
       1995,  between LP&L and St. Charles Parish, Louisiana  (B-
       6(a) to Rule 24 Certificate dated December 19, 1995 in 70-
       8487).

MP&L

(f)    1  --    Agreement  dated April 23, 1982, among  MP&L  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)    23--   See 10(a)-12 - 10(a)-23 above.

(f)    24--    Installment Sale Agreement, dated as  of  June  1,
       1974, between MP&L and Washington County, Mississippi  (B-
       2(a) to Rule 24 Certificate, dated August 1, 1974, in  70-
       5504).

(f)    25--    Installment Sale Agreement, dated as  of  July  1,
       1982, between MP&L and Independence County, Arkansas,  (B-
       1(c)  to Rule 24 Certificate dated July 21, 1982,  in  70-
       6672).

(f)    26--    Installment Sale Agreement, dated as  of  December
       1,  1982,  between MP&L and Independence County, Arkansas,
       (B-1(d) to Rule 24 Certificate dated December 7, 1982,  in
       70-6672).

(f)    27--    Amended  and Restated Installment Sale  Agreement,
       dated  as  of  April  1,  1994, between  MP&L  and  Warren
       County, Mississippi, (B-6(a) to Rule 24 Certificate  dated
       May 4, 1994, in 70-7914).

(f)    28--    Amended  and Restated Installment Sale  Agreement,
       dated  as  of  April 1, 1994, between MP&L and  Washington
       County, Mississippi, (B-6(b) to Rule 24 Certificate  dated
       May 4, 1994, in 70-7914).

(f)    29--    Substitute Power Agreement, dated  as  of  May  1,
       1980,  among  MP&L,  System Energy and  SMEPA  (B-3(a)  in
       70-6337).

(f)    30--     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)    31--     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)    32--    Owners  Agreement, dated November 28, 1984,  among
       AP&L,  MP&L  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)    33--    Consent, Agreement and Assumption, dated  December
       4,   1984,  among  AP&L,  MP&L,  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)    34--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

+(f)   35--    Post-Retirement Plan (10(d) 24 to  Form  10-K  for
       the year ended December 31, 1983, in 0-320).

(f)    36--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between  System Energy and AP&L,  LP&L,  MP&L,  and
       NOPSI  (10(a) 39 to Form 10-K for the year ended  December
       31, 1982, in 1-3517).

(f)    37--    First Amendment to the Unit Power Sales Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       AP&L,  LP&L,  MP&L,  and NOPSI (19 to Form  10-Q  for  the
       quarter ended September 30, 1984, in 1-3517).

(f)    38--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(f)    39--    Sales  Agreement,  dated  as  of  June  21,  1974,
       between  System Energy and MP&L (D to Rule 24 Certificate,
       dated June 26, 1974, in 70-5399).

(f)    40--    Service  Agreement, dated as  of  June  21,  1974,
       between  System Energy and MP&L (E to Rule 24 Certificate,
       dated June 26, 1974, in 70-5399).

(f)    41--     Partial  Termination  Agreement,  dated   as   of
       December 1, 1986, between System Energy and MP&L  (A-2  to
       Rule 24 Certificate dated January 8, 1987, in 70-5399).

(f)    42--     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)    43--    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)    44--    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)    45--    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)   46--    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)   47--    Entergy Corporation Annual Incentive  Plan  (10(a)
       54  to Form 10-K for the year ended December 31, 1989,  in
       1-3517).

+(f)   48--    Equity  Ownership Plan of Entergy Corporation  and
       Subsidiaries   (A-4(a)  to  Rule  24  Certificate,   dated
       May 24, 1991, in 70-7831).

+(f)   49--    Supplemental Retirement Plan (10(a)69 to Form 10-K
       for the year ended December 31, 1992 in 1-3517).

+(f)   50--    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)   51--    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)   52--    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)   53--    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)   54--     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)   55--    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)   56--    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)   57--   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)   58--    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)   59--    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)   60--    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)   61--    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)   62--    System Executive Retirement Plan (10(a) 82 to Form
       10-K for the year ended December 31, 1993 in 1-11299).

NOPSI

(g)    1  --    Agreement, dated April 23, 1982, among NOPSI  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)    23--   See 10(a)-12 - 10(a)-23 above.

(g)    24--    Reallocation Agreement, dated as of July 28, 1981,
       among  System  Energy and certain other  System  companies
       (B-1(a) in 70-6624).

+(g)   25--    Post-Retirement Plan (10(e) 22 to  Form  10-K  for
       the year ended December 31, 1983, in 1-1319).

(g)    26--    Unit Power Sales Agreement, dated as of  June  10,
       1982,  between  System  Energy and AP&L,  LP&L,  MP&L  and
       NOPSI  (10(a) 39 to Form 10-K for the year ended  December
       31, 1982, in 1-3517).

(g)    27--    First Amendment to the Unit Power Sales Agreement,
       dated  as  of  June  28, 1984, between System  Energy  and
       AP&L,  LP&L,  MP&L  and NOPSI (19 to  Form  10-Q  for  the
       quarter ended September 30, 1984, in 1-3517).

(g)    28--    Revised  Unit  Power Sales  Agreement  (10(ss)  in
       33-4033).

(g)    29--    Transfer  Agreement, dated as of  June  28,  1983,
       among  the City of New Orleans, NOPSI and Regional Transit
       Authority  (2(a)  to Form 8-K, dated  June  24,  1983,  in
       1-1319).

(g)    30--     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)    31--    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)    32--    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)    33--    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)   34--    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)   35--    Entergy Corporation Annual Incentive Plan (10(a)54
       to  Form  10-K  for the year ended December 31,  1989,  in
       1-3517).

+(g)   36--    Equity  Ownership Plan of Entergy Corporation  and
       Subsidiaries   (A-4(a)  to  Rule  24  Certificate,   dated
       May 24, 1991, in 70-7831).

+(g)   37--    Supplemental Retirement Plan (10(a)69 to Form 10-K
       for the year ended December 31, 1992 in 1-3517).

+(g)   38--    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)   39--    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)   40--    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)   41--    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)   42--     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)   43--    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)   44--    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)   45--   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)   46--    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)   47--    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)   48--    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)   49--    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)   50--    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)            AP&L's Computation of Ratios of Earnings to Fixed
   Charges  and  of  Earnings  to  Fixed  Charges  and  Preferred
   Dividends, as defined.

*(b)            GSU's Computation of Ratios of Earnings to  Fixed
   Charges  and  of  Earnings  to  Fixed  Charges  and  Preferred
   Dividends, as defined.

*(c)            LP&L's Computation of Ratios of Earnings to Fixed
   Charges  and  of  Earnings  to  Fixed  Charges  and  Preferred
   Dividends, as defined.

*(d)            MP&L's Computation of Ratios of Earnings to Fixed
   Charges  and  of  Earnings  to  Fixed  Charges  and  Preferred
   Dividends, as defined.

*(e)           NOPSI's 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 AP&L.

*(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 214.

*(b)   The  consent of Deloitte & Touche LLP is contained  herein
       at page 215.

*(c)   The  consent  of  Clark,  Thomas &  Winters  is  contained
       herein at page 216.

*(d)   The  consent of Sandlin Associates is contained herein  at
       page 217.

*(24)  Powers of Attorney

(27)  Financial Data Schedule

*(a)   Financial  Data  Schedule  for  Entergy  Corporation   and
       Subsidiaries as of December 31, 1995.

*(b)   Financial Data Schedule for AP&L as of December 31, 1995.

*(c)   Financial Data Schedule for GSU as of December 31, 1995.

*(d)   Financial Data Schedule for LP&L as of December 31, 1995.

*(e)   Financial Data Schedule for MP&L as of December 31, 1995.

*(f)   Financial  Data  Schedule for NOPSI  as  of  December  31,
       1995.

*(g)   Financial  Data Schedule for System Energy as of  December
       31, 1995.

(99)  Additional Exhibits

GSU

(a) 1   Opinion  of  Clark,  Thomas  &  Winters,  a  professional
    corporation,  dated September 30, 1992 regarding  the  effect
    of  the  October  1,  1991 judgment in GSU  v.  PUCT  in  the
    District  Court of Travis County, Texas (99-1 in Registration
    No. 33-48889).

(a) 2   Opinion  of  Clark,  Thomas  &  Winters,  a  professional
    corporation,  dated  August  8, 1994  regarding  recovery  of
    costs deferred purusant to PUCT order in Docket 6525 (99  (j)
    to  Quarterly Report on Form 10-Q for the quarter ended  June
    30, 1994 in No. 1-2703).

*(a)  3  Opinion  of  Clark,  Thomas &  Winters,  a  professional
    corporation,  confirming  its opinions  dated  September  30,
    1992 and August 8, 1994.

_________________

*  Filed herewith.
+  Management contracts or compensatory plans or arrangements.